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                                                                  EXHIBIT 10.79


                                FIRST AMENDMENT
                    TO THE MARINER POST-ACUTE NETWORK, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                   (FORMERLY THE PARAGON HEALTH NETWORK, INC.
                         EMPLOYEE STOCK PURCHASE PLAN)


  THIS FIRST AMENDMENT is made on this _________ day of ____________, 1998, by
Mariner Post-Acute Network, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Company").


                                 W I T N E S S E T H
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  WHEREAS, the Company maintains the Paragon Health Network, Inc. Employee Stock
Purchase Plan (the "Plan") under an indenture effective April 1, 1998, the
purpose of which is to provide employees of the Company and any subsidiary
corporations with an opportunity to acquire an interest in the Company through
the purchase of its Common Stock; and

  WHEREAS, the Company desires to amend the Plan to reflect its new name and to
provide for the purchase of fractional shares in addition to the purchase of
whole shares of Common Stock:

  NOW, THEREFORE, the Company does hereby amend the Plan, effective October 1,
1998, as follows:

1.   By deleting the existing Company name Paragon Health Network, Inc.
     wherever it may be written in the Plan and by substituting the following
     Company name in its place:

                       "Mariner Post-Acute Network, Inc."

2.   By deleting the existing Plan name Paragon Health Network, Inc. Employee
     Stock Purchase Plan wherever it may be written in the Plan and by
     substituting the following Plan name in its place:

        "Mariner Post-Acute Network, Inc. Employee Stock Purchase Plan"


3.  By replacing existing Plan Section 6(a) with the following new Plan Section
    6(a):

        "(a) As of the beginning of each Purchase Period, a Participant is
     granted an option to purchase that number of shares, including fractional
     shares, of Common Stock as does not exceed in value the result of dividing
     fifteen percent (15%) of the Participant's Compensation for that Purchase
     Period by eighty-five percent (85%) of the fair market value of the Common
     Stock on the last business day of the Purchase Period. On the last business
     day of each Purchase Period, each Participant will be deemed to have
     exercised his option to the extent of the funds then held in the
     Participant's Contribution Account and such funds will be applied to the
     purchase of shares, including fractional shares, of Common Stock. The
     price of each share of Common Stock to be purchased with a Participant's
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     Contribution Account during a Purchase Period shall be eighty-five (85%) of
     the fair market value of one share of Common Stock on the last day of the
     Purchase Period.



4.   By replacing existing Plan Section 11 with the following new Plan Section
     11:


        "11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  The Committee will
     adjust the total number of shares and any outstanding options for any
     increase or decrease in the number of outstanding shares of Common Stock
     resulting from a stock split or a payment of a stock dividend on the shares
     of Common Stock, a subdivision or combination of the shares of Common
     Stock, a reclassification of the shares of Common Stock, a merger or
     consolidation of the Company or any other like changes in the Common Stock
     or in their value.  Fractional shares may be issued as a result of any of
     these changes.  All adjustments made by the Committee under this paragraph
     shall be final, conclusive and binding on all Participants and, further,
     shall not constitute an increase in the "aggregate number of shares which
     may be issued under options" pursuant to Section 7 of the Plan."


  Except as specifically amended hereby, the Plan shall remain in force and
effect as prior to this First Amendment.

  IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed
as of this _____ day of _______________, 1998.



                                               MARINER POST-ACUTE NETWORK, INC.


                                               By:
                                                  -----------------------------

                                               Title:
                                                     --------------------------

[CORPORATE SEAL]

Attest:

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