**Exhibit 31.2 – CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, ASAMENDED**I, James V. McKeon, Chief Financial Officer of Genesis HealthCare Corporation, certify that:1. I have reviewed this Amendment No. 1 to the Annual Report on Form10-K/A of Genesis HealthCare Corporation (Report); 2. Based on my knowledge, this Report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, notmisleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and otherfinancial information included in this Report, fairly present inall material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this Report; 4. The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15e and15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have: a) Designed such disclosure controls and procedures,or caused such disclosure controls and proceduresto be designed under our supervision, to ensurethat material information relating to theregistrant, including its consolidatedsubsidiaries, is made known to us by others withinthose entities, particularly during the period inwhich this annual report is being prepared;  b) Designed such internal control over financialreporting, or caused such internal control overfinancial reporting to be designed under oursupervision, to provide reasonable assuranceregarding the reliability of financial reportingand the preparation of financial statements forexternal purposes in accordance with generallyaccepted accounting principles;  c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presentedin this Report our conclusions about theeffectiveness of the disclosure controls andprocedures, as of the end of the period covered bythis Report based on such evaluation; and  d) Disclosed in this Report any change in theregistrant’s internal control over financialreporting that occurred during the registrant’smost recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annualreport) that has materially affected, or isreasonably likely to materially affect, theregistrant’s internal control over financialreporting; and5. The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or personsperforming the equivalent functions): a) All significant deficiencies and materialweaknesses in the design or operation of internalcontrol over financial reporting which arereasonably likely to adversely affect theregistrant’s ability to record, process, summarizeand report financial information; and  b) Any fraud, whether or not material, that involvesmanagement or other employees who have asignificant role in the registrant’s internalcontrols over financial reporting.Date:January 29, 2007   /s/ James V. McKeon James V. McKeon  
21