- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*

Onex Rescare Acquisition, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/15/2010

3. Issuer Name and Ticker or Trading Symbol

RES CARE INC /KY/ [RSCR]

(Last) (First) (Middle)

C/O ONEX INVESTMENT CORP, 712 FIFTH AVENUE, 40TH FLOOR

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

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

(Street)

NEW YORK, NY 10019

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	21044765 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D
Common Stock, no par value	21044765 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	By Onex Rescare Acquisition, LLC ⁽⁴⁾
Common Stock, no par value	21044765 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	By Onex Rescare Acquisition, LLC ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	Pursuant to Instruction 5(b)(v) of Form 3 and the Joint Filing Agreement dated November 26, 2010, among the beneficial owners named herein, this Form 3 is filed jointly by Onex Rescare Acquisition, LLC ("Purchaser"), Onex Partners III LP ("Partners III") and Onex Partners III GP LP ("Partners III GP", together with Purchaser and Partners III, the "Reporting Persons").
( 2)	Purchaser and the Issuer entered into a Share Exchange Agreement, dated September 6, 2010 (the "Share Exchange Agreement"), pursuant to which Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, no par value, of the Issuer (the "Common Shares") not currently held by affiliates of Purchaser. The Offer expired on November 15, 2010, and as a result, Purchaser acquired 21,044,765 Common Shares.
( 3)	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the filing of this Form 3 shall not be deemed an admission that any of the Reporting Persons is , for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of all such shares of common stock covered by this Form 3.
( 4)	A majority of the common stock of Purchaser is owned by Partners III. Partners III GP is the general partner of Partners III.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Onex Rescare Acquisition, LLC C/O ONEX INVESTMENT CORP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY 10019		X
ONEX PARTNERS III LP C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY 10019		X
Onex Partners III GP LP C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE, 40TH FLOOR NEW YORK, NY 10019		X

Signatures
/s/ Robert M. Le Blanc, as Director of Onex Rescare Acquisition, LLC		12/1/2010
^** Signature of Reporting Person		Date
/s/ Robert M. Le Blanc, as Managing Director of Onex Partners Manager GP ULC, General Partner of Onex Partners Manager LP, Agent for Onex Partners III GP LP, General Partner of Onex Partners III LP		12/1/2010
^** Signature of Reporting Person		Date
/s/ Robert M. Le Blanc, as President of Onex Partners GP Inc., General Partner of Onex Partners III GP LP		12/1/2010
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.