As filed with the Securities and Exchange Commission on June 26, 2001

                                                      Registration No. 333-61387
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            POST-EFFECTIVE AMENDMENT

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            -----------------------

                            KINDRED HEALTHCARE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                     61-1323993
(State or Other Jurisdiction of         (I.R.S. Employer Identification Number)
Incorporation or Organization)

                            680 South Fourth Street
                           Louisville, KY 40202-2412


             (Address of Registrant's Principal Executive Offices)

                            -----------------------

                        TheraTx Retirement Savings Plan
                            (Full Title of the Plan)

                            -----------------------

                            M. Suzanne Riedman, Esq.
                   Senior Vice President and General Counsel
                            Kindred Healthcare, Inc.
                            680 South Fourth Street
                           Louisville, KY 40202-2412
                                 (502) 596-7300

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                            -----------------------

                     with copies of all correspondence to:

                             Arthur H. Kohn, Esq.
                      Cleary, Gottlieb, Steen & Hamilton
                               One Liberty Plaza
                              New York, NY  10006
                                (212) 225-2466


                            DEREGISTRATION OF SHARES

          Kindred Healthcare, Inc. (formerly Vencor, Inc.), a Delaware
corporation (the "Company"), has previously filed a Registration Statement on
Form S-8, Registration No. 333-61387, filed with the Securities and Exchange
Commission on August 13, 1998 (the "Registration Statement"), to register
940,000 shares of the Company's former common stock, par value $0.25 per share
(the "Shares"), for issuance pursuant to the TheraTx Retirement Savings Plan
(the "TheraTx Plan"). The TheraTx Plan was merged into the Vencor Retirement
Savings Plan (the "Vencor Plan") on December 31, 1999. As of the date this Post-
Effective Amendment is filed, no Shares have been issued under the TheraTx Plan.

          On September 13, 1999, the Company and substantially all of its
subsidiaries filed voluntary petitions for protection under Chapter 11 of Title
11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court").  On March 1, 2001, the Bankruptcy
Court approved the Company's fourth amended plan of reorganization filed with
the Bankruptcy Court on December 14, 2000, as modified at the confirmation
hearing (the "Amended Plan"). The order confirming the Amended Plan was signed
on March 16, 2001 and entered on the docket of the Bankruptcy Court on March 19,
2001.  The Amended Plan became effective on April 20, 2001.  In connection with
its emergence, the Company also changed its name to Kindred Healthcare, Inc.

          In connection with the bankruptcy, all Shares were cancelled under the
terms of the Amended Plan.  In addition, the Company ceased offering the Shares
as an investment alternative under the TheraTx Plan during 1999.  Pursuant to
the Company's undertaking in the Registration Statement, this Post-Effective
Amendment is being filed by the Company to deregister 940,000 Shares, which
constitute all of the securities registered pursuant to the Registration
Statement but remaining unissued under the TheraTx Plan as of the date this
Post-Effective Amendment is filed.  All remaining unissued Shares under the
Vencor Plan are being deregistered separately on a post-effective amendment to
Registration No. 333-64897.


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective
Amendment to the Registration Statement on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Louisville, Kentucky, on the 26th day
of June, 2001.

                                      KINDRED HEALTHCARE, INC.



                                           /s/ Richard A. Lechleiter
                                           -----------------------------------
                                      By:  Richard A. Lechleiter
                                           Vice President, Finance, Corporate
                                           Controller and Treasurer

          Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment has been signed by each of the following persons in the
capacities indicated, on the 26th day of June, 2001.



                                  
             Signature                                              Title
             ---------                                              -----

        /s/ Edward L. Kuntz
-----------------------------------
          Edward L. Kuntz               Chairman of the Board, Chief Executive Officer and President
                                                        (Principal Executive Officer)

/s/ James Bolin
-----------------------------------
James Bolin                                                       Director

/s/ Garry N. Garrison
-----------------------------------
Garry N. Garrison                                                 Director

/s/ Isaac Kaufman
-----------------------------------
Isaac Kaufman                                                     Director

/s/ John H. Klein
-----------------------------------
John H. Klein                                                     Director

/s/ David Tepper
-----------------------------------
David Tepper                                                      Director

/s/ Richard A. Schweinhart
-----------------------------------
Richard A. Schweinhart                        Senior Vice President and Chief Financial Officer
                                                        (Principal Financial Officer)

/s/ Richard A. Lechleiter
-----------------------------------
Richard A. Lechleiter                    Vice President, Finance, Corporate Controller and Treasurer
                                                       (Principal Accounting Officer)