STATE OF KANSAS

                            OFFICE OF              [SEAL OF KANSAS HERE]
                        SECRETARY OF STATE
                          RON THORNBURGH





To all to whom these presents shall come, Greetings:

         I, Ron Thornburgh, Secretary of State of the State of Kansas, do
         hereby certify that the attached is a true and correct copy of
         an original on file and of record in this office.



           2 pages are attached to this certification.


In testimony whereof:
I hereto set my hand and cause to be affixed my

official seal.  Done at the City of Topeka on the
date below: July 18, 1995



[SEAL OF SECRETARY OF STATE OF KANSAS HERE]


/S/Ron Thornburgh

RON THORNBURGH
SECRETARY OF STATE



                     ARTICLES OF ORGANIZATION
                                OF
               FRONT RANGE ASSISTED LIVING, L.L. C.
                   a Limited Liability Company


     The undersigned member does hereby form a limited liability
company pursuant to the provisions of the Kansas Limited Liability Company Act, 
Kansas Statutes Annotated, Sections 17-7601 et seq., as amended, upon the 
following terms:

                                I.
                         NAME OF COMPANY

     The name of the limited liability company shall be FRONT RANGE
ASSISTED LIVING, L.L.C.

                                II.
                        PERIOD OF DURATION

     The limited Liability company shall commence upon the filing of these 
Articles with the Secretary of State of the State of Kansas, and the period of 
its duration shall be twenty-nine (29) years, unless sooner terminated by the
members or by operation of law.

                               III.
                             PURPOSE 
         
     The purpose for which the limited liability company is organized is to 
engage generally in developing one or more assisted living residences and any 
other business or activity in which a limited liability company may legally 
engage under Kansas law.

                               IV.
                REGISTERED OFFICE: RESIDENT AGENT

     The registered office of the limited liability company in the state of 
Kansas shall be 260 N. Rock Road, Suite 260, Wichita, Kansas 67206, and the 
initial resident agent of the limited liability company at such address shall be
Robert A. Brooks.

                                V.
                       ADMISSION OF MEMBERS

     The members shall have the right to transfer their interests (including any
transfer as collateral security for a loan) and to admit additional members only
by the unanimous written approval of the members and as provided in the 
Operating Agreement of the limited liability company.



                               VI.
                        CONTINUITY OF LIFE

     The remaining members shall have the right to continue the business of the 
limited liability company on the death, insanity, retirement, expulsion, 
bankruptcy, or dissolution of the Managing Member or the occurrence of any other
event which terminates the continued membership of the Managing Member, but only
upon the written consent of the remaining members owning a majority in 
interests, given at the time of such event.  Otherwise, upon the occurrence of 
any such event the limited liability company shall be dissolved.


                               VII.
                            MANAGEMENT

     The limited liability company shall be managed by a Managing Member which 
shall be Robert A. Brooks, 260 N. Rock Road, Suite 260, Wichita, Kansas 67206, 
until his successor manager or managers are elected and qualified in the manner 
prescribed and provided in the operating agreement of the limited liability 
company.  The Managing Member and all successor managers shall have the 
responsibilities accorded to the Managing Member or manager by the members as 
set out in the operating agreement of the limited liability company.


                              VIII.
                       OPERATING AGREEMENT

     There shall be an operating agreement adopted and approved by the members 
which shall govern the rights, duties and obligations of members and the manager
and which shall contain other provisions for the regulation and management of 
the affairs of the limited liability company that are not inconsistent with the 
law or these articles of organization.

     IN WITNESS WHEREOF, the undersigned member has executed and delivered these
Articles of Organization of FRONT RANGE ASSISTED LIVING, L.L.C., the 23rd day of
June 1995.



/S/Robert A. Brooks
- --------------------------
ROBERT A. BROOKS