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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: RehabCare Group, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 759148109
(Date of Event Which Requires Filing of this Statement)
June 3, 1999
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall 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
disclosures 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 the Notes).
CUSIP Number: 759148109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Robert Horwitz
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
0
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person
IN
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CUSIP Number: 759148109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
RH Capital Associates Number One, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
0
7. Sole Dispositive Power:
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
0%
12. Type of Reporting Person
PN
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Item 1(a) Name of Issuer: RehabCare Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
7733 Forsythe Boulevard
Suite 1700
St. Louis, Missouri 63105
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Robert Horwitz
RH Capital Associates Number One, L.P.
55 Harristown Road
Glen Rock, New Jersey 07452
Robert Horwitz - United States citizen
RH Capital Associates Number One L.P. - Delaware
limited partnership
(d) Title of Class of Securities: Common Stock (the
"Common Stock")
(e) CUSIP Number: 759148109
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
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Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 0 shares
owned by Robert Horwitz; 0 shares owned
by RH Capital Associates Number One, L.P.
(b) Percent of Class: 0% by Robert Horwitz;
0% by RH Capital Associates Number One,
L.P.
(c) Robert Horwitz: 0 shares with sole power
to vote or to direct the vote; 0 shares
with shared power to vote or to direct
the vote; 0 shares with sole power to
dispose of or to direct the disposition
of; 0 shares with shared power to dispose
of or to direct the disposition of.
RH Capital Associates Number One, L.P.:
0 shares with sole power to vote or to
direct the vote; 0 shares with shared
power to vote or to direct the vote; 0
shares with sole power to dispose of or
to direct the disposition of; 0 shares
with shared power to dispose of or to
direct the disposition of.
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Item 5. Ownership of Five Percent or Less of a Class.
As of the date hereof, the reporting persons have
ceased to be the beneficial owners of more than five percent
of the Common Stock of RehabCare Group, Inc.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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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.
/s/ Robert Horwitz
______________________
ROBERT HORWITZ
RH CAPITAL ASSOCIATES NUMBER ONE, L.P.
By: RH Capital Associates LLC
General Partner
By: /s/ Robert Horwitz
_________________________
Robert Horwitz
Managing Member
June 3, 1999
___________________
Date
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Exhibit A
AGREEMENT
The undersigned agrees that this Schedule 13G dated
June 3, 1999 relating to the Common Stock of RehabCare
Group, Inc. shall be filed on behalf of the undersigned.
/s/ Robert Horwitz
________________________________
Robert Horwitz
RH CAPITAL ASSOCIATES NUMBER ONE, L.P.
By: RH Capital Associates, LLC
/s/ Robert Horwitz
By:____________________________________
Robert Horwitz
Managing Member
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42255001.AF1
