Exhibit 3.41

             CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY
                                       OF
                            ELMCREST CARE CENTER, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                                       TO
                            ELMCREST 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 Elmcrest Care Center, LLC, a California limited liability
company, to Elmcrest Care Center, LLC, a Delaware limited liability company,
under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et
seq.).

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

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

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

                            ELMCREST CARE CENTER, LLC

      This Certificate of Formation of Elmcrest 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 Elmcrest
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