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, NJ 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   P4(1)(2) 2,600 (3) A $ 48.0573 (3) 6,291,368 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 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)
I
(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)
I
(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)
I
(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)
I
(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
I
(2) (6)

Reporting Owners

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

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.
 
Remarks:
Remarks:  Exhibit List
                  Exhibit 99.1 - Footnote Text

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