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Exhibit 3.16

                            ARTICLES OF INCORPORATION
                                       OF
                       THE ARBORS HEALTH CARE CENTER, INC.

KNOW ALL MEN BY THESE PRESENTS:

                  That we, the undersigned, have this day associated ourselves
together for the purpose of forming a corporation under and pursuant to the laws
of the State of Arizona, and for that purpose hereby adopt the following
Articles of Incorporation:

                                   ARTICLE I

                  The name of the corporation is THE ARBORS HEALTH CARE CENTER,
INC.

                                   ARTICLE II

                  The purpose for which this corporation is organized is the
transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended from
time to time.

                                   ARTICLE III

                  The corporation initially intends to conduct the business of
operating a nursing home.

                                   ARTICLE IV

                  The corporation shall have the authority to issue ONE HUNDRED
THOUSAND (100,000) shares of common stock at One ($1.00) Dollar par value.

                  The capital stock of this corporation shall be paid in at such
time or times, as the Board of Directors may designate, in cash, real or
personal property, services, leases, options to purchase, or any other valuable
rights or thing for the uses and purposes of this corporation and all shares of
the capital stock when issued in exchange therefor, shall thereupon and thereby
become fully paid, the same as though paid for in cash at par, and shall be
nonassessable forever. The judgment of the Directors, honestly exercised as to
the value of any real or personal property, services, leases, options to
purchase, or any other valuable thing or right acquired in exchange for capital
stock, shall be conclusive.

                                    ARTICLE V

                  The shareholders of the corporation shall have pre-emptive
rights as to any new or existing classes of stock issued by the corporation.

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                                   ARTICLE VI

                  The Board of Directors of the corporation may, from time to
time, cause the corporation to repurchase its own shares to the extent of the
unreserved and unrestricted earned and capital surplus of the corporation.

                                   ARTICLE VII

                  Subject to limitation imposed by law, the Board of Directors
of the corporation may, from time to time, distribute on a pro rata basis to its
shareholders out of capital surplus of the corporation a portion of its assets,
in cash or property.

                                  ARTICLE VIII

                  The affairs of the corporation shall be governed by a Board of
Directors elected by the Shareholders and represented by Officers elected by the
Board of Directors. Further, the corporation need have two (2) Officers and one
(1) Director. Said Director or Directors shall be elected annually by the
stockholders at each year's annual meeting. Any Director or Directors shall hold
office until their successors are elected and have qualified. Until the first
election of a Director or Directors, and until their successors are elected and
have qualified, the following named persons shall have as Directors of this
corporation, to wit:

John Filkoski                               David A. Kremser
2105 Clubhouse Drive                        2105 Clubhouse Drive
Greeley, Colorado 80634                     Greeley, Colorado 80634

                                   ARTICLE IX

                  No Directors of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a Director, except for liability for any of the following:

                  a)       Any breach of the directors' duty of loyalty to the
                           corporation or its shareholders.

                  b)       Acts or omissions which are not in good faith or
                           which involve intentional misconduct or a knowing
                           violation of law.

                  c)       Authorizing the unlawful payment of a dividend or
                           other distribution of the corporation's capital stock
                           or the unlawful purchase of its capital stock.

                  d)       Any transaction from which the Director derived an
                           improper personal benefit.


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                  e)       A violation of Arizona Revised Statutes Section
                           10-041.

                  Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a Director of the corporation
existing hereunder with respect to any act or omission occurring prior to or at
the time of such repeal or modification.

                                    ARTICLE X

                  The corporation shall indemnify any person who incurs any
expense by reason of the fact he or she is or was an officer, director,
employee, or agent of the corporation. This indemnification shall be mandatory
in all circumstances in which indemnification is permitted by law.

                                   ARTICLE XI

                  The private property of the Shareholders, Officers and
Directors of the corporation shall be forever exempt from all corporate debts
and liabilities of any kind whatsoever of the corporation.

                                   ARTICLE XII

                  The name and address of the initial statutory agent of the
corporation is William C. Wulfers, Jr. whose address is:

                  WILLIAM C. WULFERS, JR., P.C.
                  William C. Wulfers, Jr.
                  6902 E. First Street
                  Scottsdale, Arizona 85251

                  IN WITNESS WHEREOF, we the undersigned have hereunto signed
our names this 29th day of October, 1990.

             /s/                                      /s/
John Filkoski, Incorporator               David A. Kremser, Incorporator
2105 Clubhouse Drive                      2105 Clubhouse Drive
Greeley, Colorado 80634                   Greeley, Colorado 80634


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