Edgar Filing: KINDRED HEALTHCARE, INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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1. Name and Address of Reporting Person ^*

FRANKLIN MUTUAL ADVISERS LLC

2. Issuer Name and Ticker or Trading Symbol
KINDRED HEALTHCARE, INC [(KND)]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

101 JOHN F. KENNEDY PARKWAY

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

(Street)

SHORT HILLS,Â NJÂ 07078

4. If Amendment, Date Original Filed(Month/Day/Year)
03/03/2006

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	05/19/2004	Â	P4⁽¹⁾⁽²⁾	2,600 ⁽³⁾	A	$ 48.0573 ⁽³⁾	6,291,368 ⁽⁴⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy) ⁽⁵⁾

$ 47.5 ⁽³⁾

07/17/2001

J4 ⁽¹⁾⁽²⁾⁽⁶⁾

10,000 ⁽³⁾

07/17/2002⁽⁷⁾

07/17/2011

Common Stock

10,000 ⁽³⁾

$ 0

10,000 ⁽³⁾

(2) (6)

Option (Right to Buy) ⁽⁵⁾

$ 52 ⁽³⁾

01/01/2002

J4 ⁽¹⁾⁽²⁾⁽⁶⁾

3,000 ⁽³⁾

01/01/2003⁽⁸⁾

01/01/2012

Common Stock

3,000 ⁽³⁾

$ 0

3,000 ⁽³⁾

(2) (6)

Option (Right to Buy) ⁽⁵⁾

$ 18.15 ⁽³⁾

01/01/2003

J4 ⁽¹⁾⁽²⁾⁽⁶⁾

3,000 ⁽³⁾

01/01/2004⁽⁹⁾

01/01/2013

Common Stock

3,000 ⁽³⁾

$ 0

3,000 ⁽³⁾

(2) (6)

Option (Right to Buy) ⁽⁵⁾

$ 51.98 ⁽³⁾

01/01/2004

J4 ⁽¹⁾⁽²⁾⁽⁶⁾

3,000 ⁽³⁾

01/01/2005⁽¹⁰⁾

01/01/2014

Common Stock

3,000 ⁽³⁾

$ 0

3,000 ⁽³⁾

(2) (6)

Option (Right to Buy) ⁽⁵⁾

$ 27.9

01/10/2005

J4 ⁽¹⁾⁽²⁾⁽⁶⁾

5,000

01/10/2006⁽¹¹⁾

01/10/2015

Common Stock

5,000

$ 0

5,000

(2) (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANKLIN MUTUAL ADVISERS LLC 101 JOHN F. KENNEDY PARKWAY SHORT HILLS,Â NJÂ 07078	Â	Â X	Â	Â

Signatures

By: Bradley D. Takahashi, Vice President of Franklin Mutual Advisers, LLC		04/07/2006
^**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)	This amendment revises the transaction code disclosures in Tables I and II and clarifies certain footnotes.
(2)	See Exhibit 99.1 for text of footnote, which text is incorporated by reference herein.
(3)	On April 26, 2004, the Issuer's board of directors declared a 2-for-1 stock split in the form of a 100% stock dividend distributed on May 27, 2004 to stockholders of record as of May 10, 2004. The share amount and price reported have not been adjusted to reflect this dividend.
(4)	Reflects amount post 2-for-1 stock split described in footnote (3) above.
(5)	This option was granted pursuant to the Kindred Healthcare, Inc. 2001 Stock Option Plan for Non-Employee Directors (Amended and Restated).
(6)	The grant was made to an employee of Franklin Mutual Advisers, LLC (''FMA'') and previously reported on a Form 4 by such employee. In accordance with FMA's internal policy, all cash and non-cash compensation issued to FMA's employee in connection with his service on the Issuer's Board of Directors will be distributed directly to FMA's investment management clients. Under the investment management contracts with FMA, FMA retains sole voting and investment power over these securities.
(7)	This option is exercisable in cumulative equal annual installments over four years commencing on 07/17/02.
(8)	This option is exercisable in cumulative equal annual installments over four years commencing on 01/01/03.
(9)	This option is exercisable in cumulative equal annual installments over four years commencing on 01/01/04.
(10)	This option is exercisable in cumulative equal annual installments over four years commencing on 01/01/05.
(11)	This option is exercisable in cumulative equal annual installments over four years commencing on 01/10/06.
Â Remarks: Remarks:Â Â ExhibitÂ List Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â ExhibitÂ 99.1Â -Â FootnoteÂ Text

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