EXHIBIT 3.1


                                   AMENDED ARTICLES

                                          OF

                               KARRINGTON HEALTH, INC.

         FIRST:    The name of the corporation shall be Karrington Health, Inc.

         SECOND:   The place in Ohio where the principal office of the
corporation is to be located is in the City of Columbus, County of Franklin.

         THIRD:    The purpose for which the corporation is formed is to engage
in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98 of the Ohio Revised Code.

         FOURTH:   The authorized number of shares of the corporation shall be
thirty million (30,000,000), of which twenty-eight million (28,000,000) shares
shall be Common Shares, without par value, and two million (2,000,000) shares
shall be Preferred Shares, without par value.

         Each outstanding Common Share shall entitle the holder thereof to one
vote on each matter properly submitted to the shareholders for their vote,
consent, waiver, release or other action.  Except as otherwise required by law,
the holders of Preferred Shares shall not be entitled to vote.  No shareholder
of the corporation shall have, as a matter of right, the right to vote
cumulatively in the election of directors.

         The directors of the corporation are authorized to adopt amendments to
the Amended Articles in respect of any unissued or treasury Preferred Shares and
thereby to fix or change, to the full extent now or hereafter permitted by Ohio
law: the division of such shares into series and the designation and authorized
number of shares of each series; the dividend rate; the dates of payment of
dividends and the dates from which they are cumulative; liquidation price;
redemption rights and price; sinking fund requirements; conversion rights;
restrictions on the issuance of shares of any class or series; and such other
rights, preferences and limitations as shall not be inconsistent with this
ARTICLE FOURTH.

         FIFTH:    The directors of the corporation shall have the power to
cause the corporation from time to time and at any time to purchase, hold, sell,
transfer or otherwise deal with (A) shares of any class or series issued by it,
(B) any security or other obligation of the corporation which may confer upon
the holder thereof the right to convert the same into shares of any class or
series authorized by the articles of the corporation, and (C) any security or
other obligation which may confer upon the holder



thereof the right to purchase shares of any class or series authorized by the
articles of the corporation.  The corporation shall have the right to
repurchase, if and when any shareholder desires to sell, or on the happening of
any event is required to sell, shares of any class or series issued by the
corporation.  The authority granted in this ARTICLE FIFTH of these Amended
Articles shall not limit the plenary authority of the directors to purchase,
hold, sell, transfer or otherwise deal with shares of any class or series,
securities, or other obligations issued by the corporation or authorized by its
articles.

         SIXTH:    No shareholder of the corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or other
obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such share.

         SEVENTH:  These Amended Articles take the place of and supersede the
original Articles of Incorporation of Karrington Health, Inc.


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