EXHIBIT 3.38

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 05:30 PM 10/22/1999
                                                           991449157 - 3115469

                          CERTIFICATE OF INCORPORATION

                                       OF

                         TOWN & COUNTRY HOMECARE, INC.

     FIRST: The name of the Corporation is Town & Country Homecare, Inc.
(hereinafter the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1000 shares of Common Stock, each having a par value
of one penny ($.01).

     FIFTH: The name and mailing address of the Sole Incorporator is as follows:

          Name                          Address

          Deborah M. Reusch             P.O. Box 636
                                        Wilmington, DE 19899

     SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          (1) The business and affairs of the Corporation shall be
     managed by or under the direction of the Board of Directors.


          (2)  The directors shall have concurrent power with the stockholders
     to make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.

          (3)  The number of directors of the Corporation shall be as from time
     to time fixed by, or in the manner provided in, the By-Laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

          (4)  No director shall be personally liable to the Corporation or any
     of its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the Corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
     transaction from which the director derived an improper personal benefit.
     Any repeal or modification of this Article SIXTH by the stockholders of the
     Corporation shall not adversely affect any right or protection of a
     director of the Corporation existing at the time of such repeal or
     modification with respect to acts or omissions occurring prior to such
     repeal or modification.

          (5)  In addition to the powers and authority hereinbefore or by
     statute expressly conferred upon them, the directors are hereby empowered
     to exercise all such powers and do all such acts and things as may be
     exercised or done by the Corporation, subject, nevertheless, to the
     provisions of the GCL, this Certificate of Incorporation, and any By-Laws
     adopted by the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which would have been valid if such By-Laws had not been adopted.

     SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws

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may provide. The books of the Corporation may be kept (subject to any provisions
contained in the GCL) outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws
of the Corporation.

     EIGHTH: 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.

     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 22nd day
of October 1999.


                                        /s/ Deborah M. Reusch
                                        -----------------------------------
                                        Deborah M. Reusch
                                        Sole Incorporator



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