<PAGE>

                                                                    EXHIBIT 3.39


                         CERTIFICATE OF INCORPORATION
                                      OF
                    EVEREST HEALTHCARE TEXAS HOLDING CORP.

FIRST:    The name of the corporation is EVEREST HEALTHCARE TEXAS HOLDING
          CORP. (the "Corporation").

SECOND:   The address of the Corporation's registered office in the State of
          Delaware is 1209 Orange Street, County of New Castle, Wilmington, DE
          19801. The name of the Corporation's registered agent is The
          Corporation Trust Company.

THIRD:    The nature of the business or purposes to be conducted or promoted is
          to engage in any lawful act or activity for which corporations may be
          organized under the General Corporation Law of the State of Delaware
          (the "GCL").

FOURTH:   The total number of shares of capital stock which the Corporation
          shall have authority to issue is 10,000 shares of common stock, par
          value of $0.01 per share.

FIFTH:    The name and mailing address of the Corporation's incorporator is:

          Name                                    Mailing Address
          ----                                    ---------------

          Aaron R. Allred                         c/o Katten Muchin & Zavis
                                                  525 W. Monroe St., Suite 1600
                                                  Chicago, Illinois 60661-3693

SIXTH:    The Board of Directors of the Corporation is expressly authorized to
          adopt, amend or repeal the by-laws of the Corporation (the "By-Laws").

SEVENTH:  Elections of directors need not be by written ballot unless otherwise
          provided in the By-Laws.

EIGHTH:   Whenever a compromise or arrangement is proposed between the
          Corporation and its creditors or any class of them and/or between the
          Corporation and its stockholders or any class of them, any court of
          equitable jurisdiction within the State of Delaware may, on the
          application in a summary way of the Corporation or of any creditor or
          stockholder thereof or on the application of any receiver or receivers
          appointed for this Corporation under the provisions of Section 291 of
          Title 8 of the GCL or on the application of trustees in dissolution or
          of any receiver or receivers appointed for the Corporation under the
          provisions of Section 279 of Title 8 of the GCL order a meeting of the
          creditors or class of creditors, and/or of the stockholders or class
          of stockholders of the Corporation, as the case may be, to be summoned
          in such manner as the said court directs. If a majority in number
          representing three-fourths in value of the creditors or class of
          creditors, and/or of the stockholders or class of stockholders of the
          Corporation, as the case may be, agree to any compromise or
          arrangement and to any reorganization of the Corporation as a
          consequence of such compromise or arrangement, the said

<PAGE>

          compromise or arrangement and the said reorganization shall, if
          sanctioned by the court to which the said application has been made,
          be binding on all the creditors or class of creditors, and/or on all
          the stockholders or class of stockholders, of the Corporation, as the
          case may be, and also on this Corporation.

NINTH:    The personal liability of the directors of the Corporation is hereby
          eliminated to the fullest extent permitted by the GCL.

TENTH:    The Corporation shall:

          (a)  indemnify, to the fullest extent permitted by the GCL, any person
               who was or is a party or is threatened to be made a party to any
               threatened, pending or completed action, suit or proceeding,
               whether civil, criminal, administrative or investigative (other
               than an action by or in the right of the Corporation) by reason
               of the fact that such person is or was a director of the
               Corporation, or is or was serving at the request of the
               Corporation as a director of another corporation, partnership,
               joint venture, trust or other enterprise, against expenses
               (including attorney's fees), judgments, fines and amounts paid in
               settlement actually and reasonably incurred by such person in
               connection with such action, suit or proceeding if such person
               acted in good faith and in a manner such person reasonably
               believed to be in or not opposed to the best interests of the
               Corporation, and, with respect to any criminal action or
               proceeding, had no reasonable cause to believe such person's
               conduct was unlawful. The termination of any action, suit or
               proceeding by judgment, order, settlement, conviction, or upon a
               plea of nolo contendere or its equivalent, shall not, of itself,
               create a presumption that the person did not act in good faith
               and in a manner which such person reasonably believed to be in or
               not opposed to the best interests of the Corporation, and, with
               respect to any criminal action or proceeding, had reasonable
               cause to believe that such person's conduct was unlawful; and

          (b)  indemnify any person who was or is a party or is threatened to be
               made a party to any threatened, pending or completed action or
               suit by or in the right of the Corporation to procure a judgment
               in its favor by reason of the fact that such person is or was a
               director of the Corporation, or is or was serving at the request
               of the Corporation as a director of another corporation,
               partnership, joint venture, trust or other enterprise against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him in connection with the defense or settlement of
               such action or suit if such person acted in good faith and in a
               manner such person reasonably believed to be in or not opposed to
               the best interests of the Corporation and except that no
               indemnification shall be made in respect of any claim, issue or
               matter as to which such person shall have been adjudged to be
               liable to the Corporation unless and only to the extent that the
               Court of Chancery or


                                      -2-
<PAGE>

               the court in which such action or suit was brought shall
               determine upon application that, despite the adjudication of
               liability but in view of all the circumstances of the case, such
               person is fairly and reasonably entitled to indemnity for such
               expenses which the Court of Chancery or such other court shall
               deem proper; and

          (c)  indemnify any director against expenses (including attorneys'
               fees) actually and reasonably incurred by such person in
               connection therewith, to the extent that a director of the
               Corporation has been successful on the merits or otherwise in
               defense of any action, suit or proceeding referred to in Article
               TENTH (a) and (b), or in defense of any claim, issue or matter
               therein; and

          (d)  make any indemnification under Article TENTH (a) and (b) (unless
               ordered by a court) only as authorized in the specific case upon
               a determination that indemnification of the director is proper in
               the circumstances because such director has met the applicable
               standard of conduct set forth in Article TENTH (a) and (b). Such
               determination shall be made (1) by the board of directors by a
               majority vote of a quorum consisting of directors who were not
               parties to such action, suit or proceeding, or (2) if such a
               quorum is not obtainable, or, even if obtainable a quorum of
               disinterested directors so directs, by independent legal counsel
               in a written opinion, or (3) by the stockholders of the
               Corporation; and

          (e)  pay expenses incurred by a director in defending a civil or
               criminal action, suit or proceeding in advance of the final
               disposition of such action, suit or proceeding upon receipt of an
               undertaking by or on behalf of such director to repay such amount
               if it shall ultimately be determined that such director is not
               entitled to be indemnified by the Corporation as authorized in
               this Article TENTH; and

          (f)  not deem the indemnification and advancement of expenses provided
               by, or granted pursuant to, the other subsections of this Article
               TENTH exclusive of any other rights to which those seeking
               indemnification or advancement of expenses may be entitled under
               any by-law, agreement, vote of stockholders or disinterested
               directors or otherwise, both as to action in a director's
               official capacity and as to action in another capacity while
               holding such office; and

          (g)  have power to purchase and maintain insurance on behalf of any
               person who is or was a director, officer, employee or agent of
               the Corporation, or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust or other
               enterprise against any liability asserted against such person and
               incurred by such person in any such capacity, or arising out of
               such

                                      -3-

<PAGE>

               person's status as such, whether or not the Corporation would
               have the power to indemnify such person against such liability
               under the provisions of this Article TENTH; and

          (h)  deem the provisions of this Article TENTH to be a contract
               between the Corporation and each director who serves in such
               capacity at any time while this Article TENTH is in effect and
               any repeal or modification of this Article TENTH shall not affect
               any rights or obligations then existing with respect to any state
               of facts then or theretofore existing or any action, suit or
               proceeding theretofore or thereafter brought or threatened based
               in whole or in part upon such state of facts. The provisions of
               this Article TENTH shall not be deemed to be a contract between
               the Corporation and any directors of any other Corporation (the
               "Second Corporation") which shall merge into or consolidate with
               this Corporation when this Corporation shall be the surviving or
               resulting Corporation, and any such directors of the Second
               Corporation shall be indemnified to the extent required under the
               GCL only at the discretion of the board of directors of this
               Corporation; and

          (i)  continue the indemnification and advancement of expenses provided
               by, or granted pursuant to, this Article TENTH, unless otherwise
               provided when authorized or ratified, as to a person who has
               ceased to be a director of the Corporation and shall inure to the
               benefit of the heirs, executors and administrators of such a
               person.

     The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is such incorporator's act and deed and that the
facts stated therein are true.


Dated as of October 26, 1999               /s/ Aaron R. Allred
                                           ------------------------------------
                                           Aaron R. Allred, Incorporator
                                           c/o Katten Muchin & Zavis
                                           525 W. Monroe St., Suite 1600
                                           Chicago, Illinois 60661-3693

                                      -4-