Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ROGERS EDDY J JR
  2. Issuer Name and Ticker or Trading Symbol
KINDRED HEALTHCARE, INC [KND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3101 RED CORRAL RANCH ROAD
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2009
(Street)

WIMBERLEY, TX 78676
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option Right to Buy $ 11.04 01/12/2009   D(1)     20,000 08/12/2004(1) 08/12/2013 Common Stock 20,000 $ 0 0 D  
Option Right to Buy $ 8.44 01/12/2009   A(1)   26,171   08/12/2004(1) 08/12/2013 Common Stock 26,171 $ 0 26,171 D  
Option Right to Buy $ 25.99 01/12/2009   D(2)     6,000 01/01/2005(2) 01/01/2014 Common Stock 6,000 $ 0 0 D  
Option Right to Buy $ 19.87 01/12/2009   A(2)   7,851   01/01/2005(2) 01/01/2014 Common Stock 7,851 $ 0 7,851 D  
Option Right to Buy $ 27.9 01/12/2009   D(3)     5,000 01/10/2006(3) 01/10/2015 Common Stock 5,000 $ 0 0 D  
Option Right to Buy $ 21.33 01/12/2009   A(3)   6,542   01/10/2006(3) 01/10/2015 Common Stock 6,542 $ 0 6,542 D  
Option Right to Buy $ 28.89 01/12/2009   D(4)     5,000 01/10/2007(4) 01/10/2016 Common Stock 5,000 $ 0 0 D  
Option Right to Buy $ 22.08 01/12/2009   A(4)   6,542   01/10/2007(4) 01/10/2016 Common Stock 6,542 $ 0 6,542 D  
Option Right to Buy $ 25.38 01/12/2009   D(5)     5,000 01/10/2008(5) 01/10/2017 Common Stock 5,000 $ 0 0 D  
Option Right to Buy $ 19.4 01/12/2009   A(5)   6,542   01/10/2008(5) 01/10/2017 Common Stock 6,542 $ 0 6,542 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROGERS EDDY J JR
3101 RED CORRAL RANCH ROAD
WIMBERLEY, TX 78676
  X      

Signatures

 Eddy J. Rogers, Jr.   01/12/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 8/12/2003 and provides for vesting in cumulative equal annual installments over four years commencing on 8/12/2004. The amendment of the option permits the option to remain exercisable for the original life of the option upon retirement or other similar separation of the reporting person from the Board of Directors of Kindred Healthcare, Inc. ("Kindred"). The replacement option also reflects prior adjustments under the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated) which were made upon the July 2007 spin-off of Kindred's former institutional pharmacy business.
(2) The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 1/1/2004 and provides for vesting in cumulative equal annual installments over four years commencing on 1/1/2005. The amendment of the option permits the option to remain exercisable for the original life of the option upon retirement or other similar separation of the reporting person from the Board of Directors of Kindred Healthcare, Inc. ("Kindred"). The replacement option also reflects prior adjustments under the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated) which were made upon the July 2007 spin-off of Kindred's former institutional pharmacy business.
(3) The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 1/10/2005 and provides for vesting in cumulative equal annual installments over four years commencing on 1/10/2006. The amendment of the option permits the option to remain exercisable for the original life of the option upon retirement or other similar separation of the reporting person from the Board of Directors of Kindred Healthcare, Inc. ("Kindred"). The replacement option also reflects prior adjustments under the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated) which were made upon the July 2007 spin-off of Kindred's former institutional pharmacy business.
(4) The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 1/10/2006 and provides for vesting in cumulative equal annual installments over four years commencing on 1/10/2007. The amendment of the option permits the option to remain exercisable for the original life of the option upon retirement or other similar separation of the reporting person from the Board of Directors of Kindred Healthcare, Inc. ("Kindred"). The replacement option also reflects prior adjustments under the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated) which were made upon the July 2007 spin-off of Kindred's former institutional pharmacy business.
(5) The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 1/10/2007 and provides for vesting in cumulative equal annual installments over four years commencing on 1/10/2008. The amendment of the option permits the option to remain exercisable for the original life of the option upon retirement or other similar separation of the reporting person from the Board of Directors of Kindred Healthcare, Inc. ("Kindred"). The replacement option also reflects prior adjustments under the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated) which were made upon the July 2007 spin-off of Kindred's former institutional pharmacy business.

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