**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;                                                                                                                                                                                                                                                                           |
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| 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;                          |
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| 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;                                                    |
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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-15e and 15d-15(e)) and internal control over financial          reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))          for the registrant and have: |
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|   | 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; |
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                   | Designed such internal          control over financial reporting, or caused such internal control over          financial reporting to be designed under our supervision, to provide          reasonable assurance regarding the reliability of financial reporting          and the preparation of financial statements for external purposes in          accordance with generally accepted accounting principles; |
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|   | 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 |
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|   | 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 |
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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 registrant’s board of directors          (or persons performing the equivalent functions):                                       |
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|   | 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 |
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|   | 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. |

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| Date: December 14, 2005                        |   |
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| /s/   JAMES V.          MCKEON  |   |
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| James V. McKeon                                |   |

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