EXHIBIT 3.47


             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      PSYCHIATRIC SOLUTIONS HOSPITALS. INC.

                                    ARTICLE 1

         The name of the corporation is Psychiatric Solutions Hospitals, Inc.
(the "Corporation").

                                    ARTICLE 2

         The address of the registered office of this corporation in the State
of Delaware is 9 Loockerman Street, Dover, County of Kent, Delaware 19901. The
name of its registered agent at such address is National Registered Agents, Inc.

                                    ARTICLE 3

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

                                    ARTICLE 4

         The Corporation is authorized to issue one class of stock to be
designated "Common Stock," with a par value of $0.01 per share. The total number
of shares which the Corporation is authorized to issue is 1000.

         The Corporation may purchase, directly or indirectly, its own shares to
the extent that may be allowed by law.

         The number of authorized shares of any class or series of stock of the
Corporation may be increased or decreased (but not below the number of shares of
such class or series then outstanding) by an amendment to this Certificate
approved by the affirmative vote of the holders of a majority of the stock of
the Corporation entitled to vote on such amendment voting together as a single
class, and no such class or series of stock shall be entitled to vote on such
amendment as a separate class.

                                    ARTICLE 5

         The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors (the "Board"). The exact number of
directors






of the Corporation shall be fixed by or in the manner provided in the Bylaws of
the Corporation (the "Bylaws").

                                    ARTICLE 6

         In furtherance and not in limitation of the powers conferred by
statute, the Board is expressly authorized to adopt, amend or repeal in any
respect any or all of the Bylaws.

                                    ARTICLE 7

         Elections of directors need not be by written ballot unless the Bylaws
shall so provide.

                                    ARTICLE 8

         Meetings of stockholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board or in the Bylaws.

                                    ARTICLE 9

         A director of this Corporation shall not be personally liable to the
Corporation or 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) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit If the
DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided in this Article, shall
be eliminated or limited to the fullest extent permitted by the DGCL as so
amended. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

                                   ARTICLE 10

         To the fullest extent permitted by applicable law, the Corporation is
also authorized to provide indemnification of (and advancement of expenses to)
its agents (and any other persons to which Delaware law permits this Corporation
to provide indemnification) through Bylaw provisions, agreements with such
agents or other persons, vote of stockholders or disinterested directors, or
otherwise, in excess


                                       2


of the indemnification and advancement otherwise permitted by Section 145 of the
DGCL, subject only to limits created by applicable Delaware law (statutory or
non-statutory), with respect to actions for breach of duty to this Corporation,
its stockholders, and others. Any repeal or modification of any of the foregoing
provisions of this Article shall not adversely affect any right or protection of
a director, officer, agent, or other person existing at the time of, or increase
the liability of any director of this Corporation with respect to any acts or
omissions of such director, officer, or agent occurring prior to, such repeal or
modification.

                                   ARTICLE 11

         The Corporation reserves the right to amend, alter, change or repeal in
any respect any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by applicable laws, and all rights conferred
upon stockholders in this Certificate of Incorporation are granted subject to
this reservation.




                                       3