8-K

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):   December 3, 1999

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


                                 VENCOR, INC.
            (Exact name of registrant as specified in its charter)


     Delaware                         001-14057                61-1323993
(State or other jurisdiction of (Commission File Number)     (IRS Employer
incorporation or organization)                               Identification No.)

                               One Vencor Place
                            680 South Fourth Street
                             Louisville, Kentucky
                   (Address of principal executive offices)
                                  40202-2412
                                  (Zip Code)

      Registrant's telephone number, including area code:  (502) 596-7300

                                Not Applicable
        (Former name or former address, if changed since last report.)


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Items 1-4.  Not Applicable.

Item 5.  Other Events

     Vencor, Inc. (the "Company") today announced that fourth quarter operating
results are expected to be impacted negatively by a charge related to reserves
for uncollectible accounts receivable.  Management's ongoing review of accounts
receivable for each of its three business lines is not expected to be completed
until the Company's release of its fiscal 1999 results in March 2000.

     The Company and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the United States Bankruptcy Court in
Delaware on September 13, 1999.

     Vencor, Inc. is a long-term healthcare provider operating nursing centers,
hospitals, and ancillary contract services in 46 states.

     Certain statements set forth above, including, but not limited to,
statements containing the words "anticipates," "believes," "expects," "intends,"
"will," "may" and similar words constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-
looking statements are based on management's current expectations and include
known and unknown risks, uncertainties and other factors, many of which the
Company is unable to predict or control, that may cause the Company's actual
results or performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements.  These
statements involve risks, uncertainties and other factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission.  Such
factors may include, without limitation, the delays or the inability to complete
the Company's plan of reorganization; the availability and terms of capital in
light of recent losses, cash flow shortfalls and the Company's Chapter 11
bankruptcy filing; adverse actions which may be taken by creditors and the
outcome of various bankruptcy proceedings; the Company's ability to attract
patients given its current financial position; and the effects of healthcare
reform and legislation on the Company's business strategy and operations.  The
Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance.  The Company disclaims any
obligation to update any such factors or to announce publicly the results of any
revisions to any of the forward-looking statements included herein to reflect
future events or developments.

Item 6.  Not Applicable.

Item 7.  Financial Statements and Exhibits.

     (a)  Financial statements of businesses acquired.

          Not applicable.

                                       2


     (b)  Pro forma financial information.

          Not applicable.

     (c)  Exhibits.

          Exhibit 99.1  Press Release dated December 3, 1999.

Items 8-9.  Not Applicable.


                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                        VENCOR, INC.



Dated:  December 6, 1999                By: /s/ Richard A. Lechleiter
                                           --------------------------
                                           Richard A. Lechleiter
                                           Vice President, Finance,
                                           Corporate Controller and
                                           Treasurer

                                       3

EX-99.1

                                                                    Exhibit 99.1
[Logo of Vencor, Inc. appears here]



CONTACT:  Richard A. Schweinhart
          Senior Vice President and Chief Financial Officer
          (502) 596-7379

          Richard A. Lechleiter
          Vice President, Finance,
          Corporate Controller and Treasurer
          (502) 596-7734



                     VENCOR EXPECTS FOURTH QUARTER CHARGE


     Louisville, KY (December 3, 1999)---Vencor, Inc. (the "Company") (OTC/BB:
VCRI) today announced that fourth quarter operating results are expected to be
impacted negatively by a charge related to reserves for uncollectible accounts
receivable.  Management's ongoing review of accounts receivable for each of its
three business lines is not expected to be completed until the Company's release
of its fiscal 1999 results in March 2000.

     The Company and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the United States Bankruptcy Court in
Delaware on September 13, 1999.

     Vencor, Inc. is a long-term healthcare provider operating nursing centers,
hospitals, and ancillary contract services in 46 states.

     Certain statements set forth above, including, but not limited to,
statements containing the words "anticipates," "believes," "expects," "intends,"
"will," "may" and similar words constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-
looking statements are based on management's current expectations and include
known and unknown risks, uncertainties and other factors, many of which the
Company is unable to predict or control, that may cause the Company's actual
results or performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements.  These
statements involve risks, uncertainties and other factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission.  Such
factors may include, without limitation, the delays or the inability to complete
the Company's plan of reorganization; the availability and terms of capital in
light of recent losses, cash flow shortfalls and the Company's Chapter 11
bankruptcy filing; adverse actions which may be taken by creditors and the
outcome of various bankruptcy proceedings; the Company's ability to attract


patients given its current financial position; and the effects of healthcare
reform and legislation on the Company's business strategy and operations.  The
Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance.  The Company disclaims any
obligation to update any such factors or to announce publicly the results of any
revisions to any of the forward-looking statements included herein to reflect
future events or developments.