EXHIBIT 3.2

                          CERTIFICATE OF AMENDMENT

                                     OF

                    RESTATED CERTIFICATE OF INCORPORATION

                                     OF

                        THE MULTICARE COMPANIES, INC.

                          (a Delaware Corporation)

     It is hereby certified that:

            1.   The  name  of  the  corporation  (hereinafter  called  the
     "Corporation") is The Multicare Companies, Inc.

           2.    The Restated Certificate of Incorporation of the Corporation
     is  hereby amended by striking out Article IV thereof by substituting in
     lieu of said Article the following new Article IV:

                "The total number of shares which the Corporation shall  have
     authority  to  issue  is  Seventy-seven  Million  (77,000,000)   shares,
     consisting  of Seven Million (7,000,000) shares of Preferred  Stock,  of
     the  par  value  of  One  Cent  ($.01)  per  share  (hereinafter  called
     "Preferred  Stock"), and Seventy Million (70,000,000) shares  of  Common
     Stock, of the par value of One Cent ($.01) per share (hereinafter called
     "Common Stock")."

           3.    The  amendment of the Restated Certificate of  Incorporation
     herein certified has been duly adopted in accordance with the provisions
     of Section 242 of the General Corporation Law of the State of Delaware.

     Signed on May 8, 1996.

                         By:  /S/ DANIEL E. STRAUS
                              ________________________________________
                              Daniel E. Straus
                              President and Co-Chief Executive Officer

     ATTEST:

     By:  /S/ BRADFORD C. BURKETT
          _______________________________________________
          Bradford C. Burkett
          Vice President, General Counsel and Secretary