<PAGE>
SCHEDULE 13G
Amendment No. 1
-------
REHABCARE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
759148109
-----------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
<PAGE>
CUSIP NO. 759148109
___________ 13G PAGE 2 OF 4 PAGES
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cowen & Company
I.R.S. Identification No. 13-5616116
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization
New York, New York
5. Sole Voting Power
0
6. Shared Voting Power
362,000
7. Sole Dispositive Power
0
8. Shared Dispositive Power
544,000
9. Aggregate Amount Beneficially Owned By Each Reporting Person
544,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
N/A
11. Percent of Class Represented by Amount in Row 9
12.1%
12. Type of Reporting Person
BD,IA,PN
<PAGE>
PAGE 3 OF 4 PAGES
ITEM 1
(a) Rehabcare Group, Inc.
(b) 7733 Forsyth Blvd.
St. Louis, MO 63105
ITEM 2
(a) Cowen & Company
(b) Financial Square
New York, New York 10005-3597
(c) New York Limited Partnership
(d) Common Stock
(e) 759148109
ITEM 3 IF THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(A)
OR 13 D-2(B), CHECK WHETHER THE PERSON FILING IS:
(a) [ X ] Broker or Dealer registered under section of the Act.
(e) [ X ] Investment advisor registered under section 203 of the
Investment Advisers Act of 1940.
ITEM 4 OWNERSHIP
(a) 544,000
(b) 12.1%
(c) (i) 0
(ii) 362,000
(iii) 0
(iv) 544,000
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
As a broker-dealer and an investment adviser, Cowen & Company holds a portion of
the securities on behalf of its clients, none of whose individual interests
exceeds five percent.
<PAGE>
PAGE 4 OF 4 PAGES
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE PARENT
HOLDING COMPANY
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes of effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1996
COWEN & COMPANY
By: Cowen Incorporated,
General Partner
By: David R. Sarns
---------------
David R. Sarns
Managing Director
