|Exhibit
          31.2   | CERTIFICATION
          PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGEACT
    OF 1934, AS AMENDED
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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;                                                                                                                                                                                                                                                    
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|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;           
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|3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                              
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|4. | The
       registrants other certifying officer and I are responsible for establishing
       and maintaining disclosure controls and procedures (as defined in Exchange
       Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:                                                                     
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|   | a)                                                                                                                                                                                                                                                                                                                   
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|   | b)                                                                                                                                                                                                                                                                                                                   
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|   | c)                                                                                                                                                                                                                                                                                                                   
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|   | d)                                                                                                                                                                                                                                                                                                                   
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|5. | The
      registrants other certifying officer and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to the registrants auditors and the audit committee of the registrants
    board of directors (or persons performing the equivalent functions):
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|   | a)                                                                                                                                                                                                                                                                                                                   
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|   | b)                                                                                                                                                                                                                                                                                                                   

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|------------------- | -----------------------
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|Date:August 9, 2005 | /s/ James V. McKeon    
|                    |                        
|                    | James V. McKeon        
|                    | Chief Financial Officer

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