EXHIBIT 3.9

             CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY
                                       OF
                           ALEXANDRIA CARE CENTER, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                                       TO
                           ALEXANDRIA CARE CENTER, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

      This Certificate of Conversion to Limited Liability Company, dated as of
July 19, 2004, is being duly executed and filed by Roland Rapp, as an authorized
person, to convert Alexandria Care Center, LLC, a California limited liability
company, to Alexandria Care Center, LLC, a Delaware limited liability company,
under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et
seq.).

      1. Alexandria Care Center, LLC was first formed on July 19, 2004. The
jurisdiction of Alexandria Care Center, LLC at the time it was first formed was
California.

      2. Alexandria Care Center, LLC's name immediately prior to the filing of
this Certificate of Conversion to Limited Liability Company was Alexandria Care
Center, LLC.

      3. The name of Alexandria Care Center, LLC as set forth in its certificate
of formation is Alexandria Care Center, LLC.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Conversion to Limited Liability Company as of the date first written above.


                                          /s/ Roland Rapp
                                          ------------------------------------
                                          Roland Rapp
                                          Authorized Person




                            CERTIFICATE OF FORMATION

                                       OF

                           ALEXANDRIA CARE CENTER, LLC

      This Certificate of Formation of Alexandria Care Center, LLC, dated as of
July 19, 2004, is being duly executed and filed by Roland Rapp, 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
Alexandria Care Center, 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/
                                          ------------------------------------
                                          Roland Rapp
                                          Authorized Person