EXHIBIT 3.39

                          CERTIFICATE OF INCORPORATION
                                       OF
                   EXTENDICARE HEALTH FACILITY HOLDINGS, INC.



         1.     The name of the corporation is

                   EXTENDICARE HEALTH FACILITY HOLDINGS, INC.

         2.     The address of its registered office in the State of Delaware is
306 South State Street, in the City of Dover, County of Kent. The name of its
registered agent at such address is the United States Corporation Company.

         3.     The nature of the business or purpose to be conducted or
promoted is:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         4.     The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

         5.     The name and mailing address of the incorporator is as follows:

                NAME                               MAILING ADDRESS
                ----                               ---------------

                Dennis Howarth                     33 North LaSalle Street
                                                   Chicago, Illinois 60602

         6.     The corporation is to have perpetual existence.

         7.     In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

         8. The number of directors shall be as such as from time to time may be
fixed by, or in the manner provided in, the by-laws. Elections of directors need
not be by written ballot unless the by-laws of the corporation shall so provide.






         9.     The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.












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