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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 40-F


[   ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

[X]   ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|                                            |  |                               
|------------------------------------------- |  | ------------------------------
|For the fiscal year ended December 31, 2002 |  | Commission File Number 1-14372
|                                            |  |                               
|                                           



EXTENDICARE INC.


(Exact name of Registrant as
specified in this charter)


|                                                                        |  |                                                              |  |                                                   
|----------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | --------------------------------------------------
|Canada(Province or other Jurisdiction
of Incorporation or Organization) |  | 8051(Primary Standard Industrial
Classification Code Number) |  | Not Applicable(I.R.S. Employer
Identification No.)

3000 Steeles Avenue East
Markham, Ontario, Canada
L3R 9W2
(905) 470-4000(Address and telephone number of Registrants principal executive offices)

Extendicare Health Services, Inc.
111 West Michigan Street
Milwaukee, Wisconsin, U.S.A. 53203-2903
(414) 908-8000(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)



Securities registered or to be registered pursuant to Section 12(b) of the Act:




|Title of each className of each exchange on which registered
|------------------------------------------------------------
|                                                            
|Subordinate Voting Shares, no par value                     

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities of which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicated by check mark the information filed with this Form:

|                            |  |                                         
|--------------------------- |  | ----------------------------------------
|[X] Annual information form |  | [  ] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuers class of capital or common stock as of the close of the
period covered by the annual report.

The Registrant had 57,107,011 Subordinate Voting Shares
outstanding as at December 31, 2002

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange
Act).

If Yes is marked, indicate the file number assigned to the Registrant in connection with such Rule.

|         |  |  |     |  |  |       
|-------- |  |  | --- |  |  | ------
|Yes
[  ] |  |  | 82- |  |  | No [X]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13(a) or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

|        |  |  |  |  |  |        
|------- |  |  |  |  |  | -------
|Yes [X] |  |  |  |  |  | No
[  ]





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UNDERTAKING

Extendicare Inc. undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.

CONTROLS OR PROCEDURES

Evaluation of Disclosure Control
and Procedures

Within 90 days of the date of this report, an evaluation was conducted under
the supervision and participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rules 13a  14 (c) and 15d-14(c) under the Securities and Exchange Act of
1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective, as of the date of such evaluation, in
timely alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.

Changes in Internal
Controls

No significant changes were made in our internal controls or were there other
factors that could significantly affect these controls subsequent to the date
we carried out this evaluation.

EXHIBIT INDEX



| |                                                         
| | --------------------------------------------------------
| | The following exhibits are filed as part of this report:

|        |  |                        |                                                                                                                                                                            
|------- |  | ---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                       
|Number  |  | Description of Exhibit
|        |  |                       
|99.1    |  |                        | Annual Information Form for Extendicare Inc. dated May
16, 2003, including reconciliation to accounting principles
generally accepted in the United States (see Appendix A)
|*99.2   |  |                        | Audited Consolidated Financial Statements for
Extendicare Inc. for the year ended December 31, 2002                                                                        
|*99.3   |  |                        | Managements Discussion and Analysis for the fiscal year
ended December 31, 2002.                                                                                          
|99.4    |  |                        | Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                      
|99.5    |  |                        | Consent of KPMG LLP                                                                                                                                                        
|99.6    |  |                        | Schedule II  Valuation and Qualifying Accounts                                                                                                                            



|* |  | Included in the Form 6-K filed with the Securities and Exchange
Commission on April 7, 2003
|- |  | -------------------------------------------------------------------------------------------





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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.

|             |  |                  |  |                              |                        
|------------ |  | ---------------- |  | ---------------------------- | -----------------------
|             |  | EXTENDICARE INC.
|             |  |                  |  |                              |                        
|May 16, 2003 |  | By:   /s/        |  | Mark W. Durishan            
|             |  |                  | 
|             |  | Name:            |  | Mark W. Durishan            
|             |  | Title:           |  | Vice-President, Finance, and
|             |  |                  |  |                              | Chief Financial Officer





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CERTIFICATIONS

I, Mel Rhinelander, President and Chief Executive Officer of Extendicare
Inc., certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Extendicare Inc.;                                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual 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 annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | (a) |  | designed such disclosure controls and
procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual report
is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that
involves management or other employees who have a
significant role in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Mel Rhinelander
Mel Rhinelander
President and Chief Executive Officer
May 16, 2003





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##### 



I, Mark W. Durishan, Vice President, Finance and Chief Financial Officer of
Extendicare Inc., certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Extendicare Inc.;                                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual 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 annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| | (a) |  | designed such disclosure controls and
procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual report
is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Mark W. Durishan
Mark W. Durishan
Vice President, Finance and Chief Financial Officer
May 16, 2003