UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934


                            KINDRED HEALTHCARE, INC.
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                                (Name of Issuer)

                     Common Stock, par value $0.25 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    494580103
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                                 (CUSIP Number)
                                                     with a copy to:
       Stephen Feinberg                              Robert G. Minion, Esq.
       450 Park Avenue                               Lowenstein Sandler PC
       28th Floor                                    65 Livingston Avenue
       New York, New York  10022                     Roseland, New Jersey  07068
       (212) 421-2600                                (973) 597-2424
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                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 6, 2002
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule 13D, and is filing  this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box.  [  ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Section 240.13d-7 for other
parties to whom copies are to be sent.

*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
disclosures provided in a prior cover page.

The information required on 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 No. 494580103
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  1)   Names of  Reporting Persons.  I.R.S. Identification Nos. of above persons
       (entities only):

                                Stephen Feinberg
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  2)   Check the Appropriate Box  if a Member of a Group  (See Instructions):
             (a)              Not
             (b)           Applicable

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  3)   SEC Use Only

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  4)   Source of Funds (See Instructions):    WC

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  5)   Check if  Disclosure of  Legal Proceedings is  Required Pursuant to Items
       2(d) or 2(e):           Not Applicable

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  6)   Citizenship or Place of Organization:     United States

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        Number of                        7) Sole Voting Power:            *
                                            ------------------------------------
        Shares Beneficially              8) Shared Voting Power:          *
                                            ------------------------------------
        Owned by
        Each Reporting                   9) Sole Dispositive Power:       *
                                            ------------------------------------
        Person With                     10) Shared Dispositive Power:     *
                                            ------------------------------------
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  11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                      881,721*

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  12)  Check if the  Aggregate Amount in Row (11)  Excludes Certain Shares  (See
       Instructions):        Not Applicable

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  13)  Percent of Class Represented by Amount in Row (11):      5.0%*

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  14)  Type of Reporting Person (See Instructions):     IA, IN

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*   Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the
holder of 10,400  shares of common stock (the  "Shares") of Kindred  Healthcare,
Inc. (the "Company"),  Cerberus Institutional Partners, L.P., a Delaware limited
partnership  ("Institutional"),  is  the  holder  of  181,534  Shares,  Cerberus
International,  Ltd.,  a  corporation  organized  under the laws of the  Bahamas
("International"),  is the holder of 464,686  Shares and various  other  private
investment  funds (the "Funds") own in the  aggregate  232,101  Shares.  Stephen
Feinberg  possesses  sole  power  to vote  and  direct  the  disposition  of all
securities   of  the  Company   owned  by  each  of   Cerberus,   Institutional,
International and the Funds.  Thus, for the purposes of Reg. Section  240.13d-3,
Stephen Feinberg is deemed to beneficially own 888,721 Shares,  or 5.0% of those
deemed  issued and  outstanding.  See Item 5 of this  Schedule  13D for  further
information.




Item 1.   Security and Issuer.
          -------------------

          The class of equity  securities  to which this Schedule 13D relates is
the  common  stock,  par value  $0.25  per  share  (the  "Shares"),  of  Kindred
Healthcare,  Inc.,  a Delaware  corporation  (the  "Company"),  whose  principal
executive offices are located at 680 South Fourth Street,  Louisville,  Kentucky
40202.


Item 2.   Identity and Background.
          -----------------------

          The person filing this statement is Stephen  Feinberg,  whose business
address is 450 Park Avenue, 28th Floor, New York, New York  10022.  Mr. Feinberg
serves as the  managing  member of  Cerberus  Associates,  L.L.C.,  the  general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),
and the investment manager for Cerberus Institutional,  L.P., a Delaware limited
partnership  ("Institutional"),  Cerberus  International,  Ltd.,  a  corporation
organized  under the laws of the Bahamas  ("International")  and  various  other
private investment funds (the "Funds").  Cerberus,  Institutional, International
and the Funds are engaged in the  investment in personal  property of all kinds,
including  but not limited to capital  stock,  depository  receipts,  investment
companies,  mutual funds,  subscriptions,  warrants,  bonds, notes,  debentures,
options and other  securities  of whatever  kind  and nature.  Mr. Feinberg also
provides  investment  management  and other  services  for  various  other third
parties.

          Mr. Feinberg  has never  been  convicted  in any  criminal  proceeding
(excluding traffic violations or similar misdemeanors),  nor has he been a party
to any civil proceeding  commenced before a judicial or  administrative  body of
competent  jurisdiction  as a  result  of which  he was or is now  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any  violation with  respect to  such laws.  Mr. Feinberg  is a  citizen of  the
United States.


Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          All funds used to purchase or acquire the securities of the Company by
Cerberus,  Institutional,  International  and the Funds came  directly  from the
assets of Cerberus,  Institutional,  International and the Funds,  respectively.
See Item 5 of this Schedule 13D for further information.

Item 4.   Purpose of Transaction.
          ----------------------

          The acquisition of the securities referred to herein is for investment
purposes.  Mr. Feinberg has no  present plans or  intentions  which relate to or
would  result in any of the  transactions  required to be described in Item 4 of
Schedule 13D.

Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Based  upon  the  Company's  Quarterly  Report  on Form  10-Q  for the
quarterly  period ended  September 30, 2002, as of October 31, 2002,  there were
17,648,857  Shares issued and outstanding.  As of November 6, 2002,  Cerberus is
the holder of 10,400  Shares,  Institutional  is the  holder of 181,534  Shares,
International  is the  holder of 464,686  Shares and the Funds in the  aggregate
hold 232,101 Shares.  Mr. Feinberg  possesses sole  power to vote and direct the



disposition  of all  securities  of the  Company  owned  by  each  of  Cerberus,
Institutional,  International  and the Funds.  Thus,  for the  purposes  of Reg.
Section  240.13d-3,  Stephen  Feinberg  is deemed to  beneficially  own  888,721
Shares, or 5.0% of those deemed issued and outstanding.

          The following table details the  transactions for the sixty days prior
to November 6, 2002, in Shares, or securities  convertible into, exercisable for
or  exchangeable  for  Shares,  by Mr. Feinberg  or any  other  person or entity
controlled  by him or any  person or entity  for  which he  possesses  voting or
investment  control over the securities  thereof (each of which were effected in
an ordinary brokerage transaction):


                                   I. Cerberus
                                   -----------

                                   (Purchases)

            Date                     Quantity                     Price
            ----                     --------                     -----

       October 29, 2002               9,200                      $12.96
       October 30, 2002                 100                      $13.10
       November 5, 2002                 500                      $15.12
       November 6, 2002                 600                      $16.58

                                     (Sales)

                                      NONE



                                II. Institutional
                                -----------------

                                   (Purchases)

            Date                     Quantity                     Price
            ----                     --------                     -----

       October 24, 2002              21,000                      $12.67
       October 30, 2002               1,700                      $13.10
       November 5, 2002               8,100                      $15.12
       November 6, 2002              10,600                      $16.58

                                     (Sales)

                                      NONE




                                III. International
                                ------------------

                                   (Purchases)


            Date                     Quantity                     Price
            ----                     --------                     -----

       October 11, 2002              75,000                      $11.33
       October 24, 2002              53,000                      $12.67
       October 29, 2002               3,600                      $12.96
       October 30, 2002               4,200                      $13.10
       November 5, 2002              21,000                      $15.12
       November 6, 2002              27,100                      $16.58

                                     (Sales)

            Date                     Quantity                     Price
            ----                     --------                     -----

       October 11, 2002              75,000                      $11.21



                                  IV. The Funds
                                  -------------

                                   (Purchases)

            Date                     Quantity                     Price
            ----                     --------                     -----

       October 24, 2002              26,000                       $12.67
       October 29, 2002               4,500                       $12.96
       October 30, 2002               2,100                       $13.10
       November 5, 2002              10,400                       $15.12
       November 6, 2002              13,600                       $16.58

                                     (Sales)

                                      NONE






Item 6.   Contracts, Arrangements, Understandings or  Relationships With Respect
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          Not Applicable.


Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          Not Applicable.






                                    Signature

            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.

                                            November 12, 2002


                                            /s/ Stephen Feinberg
                                            ------------------------------------
                                            Stephen Feinberg,  in   his capacity
                                            as the  managing member of  Cerberus
                                            Associates,   L.L.C.,   the  general
                                            partner of Cerberus Partners,  L.P.,
                                            and   the   investment  manager  for
                                            Cerberus   Institutional   Partners,
                                            L.P.,  Cerberus  International, Ltd.
                                            and the Funds


      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001).