Exhibit 3.45



                            CERTIFICATE OF FORMATION

                                       OF

                           FLATONIA OAK MANOR GP, LLC

        This Certificate of Formation of Flatonia Oak Manor GP, 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. ss.18-101, et. seq.).

        FIRST. The name of the limited liability company formed hereby is
Flatonia Oak Manor GP, 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