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EXHIBIT 31.2 - CERTIFICATIONS PURSUANT TO EXCHANGE ACT RULE 13A-14(A)

I, James V. McKeon, Chief Financial Officer of Genesis HealthCare Corporation,
certify that:

1.  I have reviewed this annual report on Form 10-K of Genesis HealthCare
    Corporation and subsidiaries;

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 officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15e and 15d-15(e)) for the registrant and have:

    a) Designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       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) [Intentionally omitted];

    c) Evaluated the effectiveness of the registrant's disclosure controls and
       procedures and presented in this annual report our conclusions about the
       effectiveness of the disclosure controls and procedures, as of the end of
       the period covered by this annual report based on such evaluation; and

    d) Disclosed in this report any change in the registrant's internal control
       over financial reporting that occurred during the registrant's most
       recent fiscal quarter (the registrant's fourth fiscal quarter in the case
       of an annual report) that has materially affected, or is reasonably
       likely to materially affect, the registrant's internal control over
       financial reporting; and

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 registrant's board of
    directors (or persons performing the equivalent functions):

    a) All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; 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 over financial reporting.

Date: December 14, 2004

/s/ JAMES V. MCKEON
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James V. McKeon