Exhibit 3.111

                            CERTIFICATE OF FORMATION

                                       OF

                       SPRING SENIOR ASSISTED LIVING, LLC

     This Certificate of Formation of Spring Senior Assisted Living, LLC, dated
as of July 3, 2003, is being duly executed and filed by Sally G. Burns, as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del.C. Section 18-101, et. seq.).

     FIRST. The name of the limited liability company formed hereby is Spring
Senior Assisted Living, LLC.

     SECOND. The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover,
Kent County, Delaware 19901.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.


                                        /s/ Sally G. Burns
                                        ----------------------------------------
                                        Sally G. Burns
                                        Authorized Person