**Exhibit 31.2 – CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, ASAMENDED**I, James V. McKeon, principal financial officer of Genesis HealthCare Corporation, certify that:1. I have reviewed this Form 10-Q of Genesis HealthCare Corporation; 2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the periodcovered by this report; 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosurecontrols and procedures, orcaused such disclosure controlsand procedures to be designedunder our supervision, to ensurethat material informationrelating to the registrant,including its consolidatedsubsidiaries, is made known tous by others within thoseentities, particularly duringthe period in which this reportis being prepared;  b) Designed such internal controlover financial reporting, orcaused such internal controlover financial reporting to bedesigned under our supervision,to provide reasonable assuranceregarding the reliability offinancial reporting and thepreparation of financialstatements for external purposesin accordance with generallyaccepted accounting principles;  c) Evaluated the effectiveness ofthe registrant’s disclosurecontrols and procedures andpresented in this report ourconclusions about theeffectiveness of the disclosurecontrols and procedures, as ofthe end of the period covered bythis report based on suchevaluation; and  d) Disclosed in this report anychange in the registrant’sinternal control over financialreporting that occurred duringthe registrant’s most recentfiscal quarter (the registrant’sfourth fiscal quarter in thecase of an annual report) thathas materially affected, or isreasonably likely to materiallyaffect, the registrant’sinternal control over financialreporting; and5. The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions): a) All significant deficiencies andmaterial weaknesses in thedesign or operation of internalcontrol over financial reportingwhich are reasonably likely toadversely affect theregistrant’s ability to record,process, summarize and reportfinancial information; and  b) Any fraud, whether or notmaterial, that involvesmanagement or other employeeswho have a significant role inthe registrant’s internalcontrol over financialreporting.          Date: February 9, 2007 /s/ James V. McKeon         James V. McKeon    Chief Financial Officer