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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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*
HENGST CARLA

(Last)(First)(Middle)
9510 ORMSBY STATION ROAD, SUITE 300

(Street)
LOUISVILLEKY40223

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2009
3. Issuer Name and Ticker or Trading Symbol
ALMOST FAMILY INC [AFAM]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP PC Operations
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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 Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (1) 1,800
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Options (right to buy) (4)  (2)08/10/2018 Common Stock 2,500 $ 44 D  
Options (right to buy) (4)  (3)02/08/2019 Common Stock 1,300 $ 33.27 D  
Explanation of Responses:
1. Consists of 1800 shares of Restricted Stock granted pursuant to the 2007 Stock & Incentive Compensation Plan.
2. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, August 11, 2008.
3. The option becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant, February 9, 2009.
4. Granted pursuant to the 2007 Stock & Incentive Compensation Plan.
 
Remarks:
Exhibit�List

��Exhibit�24�-�Power�of�Attorney
/c/ Carla Hengst08/12/2009
** Signature of Reporting PersonDate
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 Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby 
constitutes and appoints each of 
William B. Yarmuth, and C. Steven Guenthner, signing singly, the 
undersigned's true and lawful attorney-in-fact to: 
(1) execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer and/or director of 
Almost Family, Inc.  (the Company), Forms 3, 4, and 5 in 
accordance with Section 16(a) of the Securities Exchange 
Act of 1934 and the rules thereunder; 
(2) do and perform any and all acts for and on behalf of 
the undersigned which may be necessary or desirable to 
complete and execute any such Form 3, 4, or 5, complete and 
execute any amendment or amendments thereto, and timely 
file such form with the United States Securities and 
Exchange Commission and any stock exchange or similar 
authority; and 
(3) take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best 
interest of, or legally required by, the undersigned, it 
being understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to 
this Power of Attorney shall be in such form and shall 
contain such terms and conditions as such attorney-in-fact 
may approve in such attorney-in-fact's discretion. 

The undersigned hereby grants to each such attorney-in-fact full 
power and authority to do and perform any and every act and thing 
whatsoever requisite, necessary, or proper to be done in the 
exercise of any of the rights and powers herein granted, as fully 
to all intents and purposes as the undersigned might or could do 
if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of 
this power of attorney and the rights and powers herein granted. 
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any 
of the undersigned's responsibilities to comply with Section 16 
of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect 
until the undersigned is no longer required to file Forms 3, 4, 
and 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact. 

IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 12th day August, 2009. 

/s/ Carla Hengst
_________________________________________
    Carla Hengst 

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