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                                                                   EXHIBIT 10.53

                              AMENDMENT TO LEASE


          AMENDMENT TO LEASE dated as of November 4, 1997 (this "Amendment")
between FBTC LEASING CORP., a New York corporation (the "Lessor") and LIVING
CENTERS HOLDING COMPANY, a Delaware corporation (the "Lessee").


                                  Background

          A.  The Lessor and the Lessee are parties to that certain Lease (as
amended, supplemented or otherwise modified from time to time, the "Lease")
dated as of October 10, 1996.

          B.  The Lessor and the Lessee have agreed to amend the Lease to modify
certain terms and conditions all as hereinafter set forth.

          NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto, the Lessor and the Lessee hereby
agree for themselves, their successors and assigns as follows:

          1.  Amendments.
 
          (a) Section 1.1 to the Lease is hereby deleted and the following
inserted in its place:

          "1.1 Defined Terms.  Capitalized terms used but not otherwise defined
     in this Agreement shall have the meanings set forth in Annex A to the
     Amended and Restated Participation Agreement dated as of November 4, 1997
     among Lessor, Lessee, Agent and the Lenders (as such parties are defined in
     such Annex A)."

          (b)  Section 17.1(d) to the Lease is hereby deleted and the following
inserted in its place:

          "(d) (i) subject to the limitations contained in Section 17.7 as to
     the Lessee only, Lessee or any Guarantor shall fail to observe or perform
     any term, covenant or condition of Lessee or such Guarantor, respectively,
     under this Lease, the Participation Agreement, the Guarantee, the
     Completion Guarantee or any other Operative Agreement to which it is a
     party (other than those set forth in Section 17.1(a), (b) or (c) hereof)
     and such default shall remain unremedied for a period ending after the
     earlier of 30 days from the occurrence of such default and the Maturity
     Date, provided that such period shall be extended (up to a maximum period
     of 180 days but in no event beyond the Maturity Date) as to defaults which
     cannot be cured with the payment of money but are curable though not
     reasonably capable of cure within such period, provided that Lessee has
     commenced to 
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     cure such default prior to the end of such period and prosecutes such cure
     to completion or (ii) any representation or warranty by Lessee or any
     Guarantor or Completion Guarantor, respectively, set forth in this Lease,
     the Guarantee, the Completion Guaranty or in any other Operative Agreement
     or in any document entered into in connection herewith or therewith or in
     any document, certificate or financial or other statement delivered in
     connection herewith or therewith shall be false or inaccurate in any
     material way; or"

          (c)  Section 17.2 to the Lease is hereby amended by deleting paragraph
(a) and replacing it with the following in its place:

                    "(a) the aggregate Termination Value of all of the
          Properties, plus"

          2.  Lease Supplements.  This Amendment shall operate as an amendment
to the Lease as supplemented by each Lease Supplement executed on or prior to
the date hereof.

          3.  Counterparts.  This Amendment may be executed in separate
counterparts and such counterparts, taken together, shall be deemed to
constitute one and the same instrument.
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          IN WITNESS WHEREOF, this Amendment has been duly executed by the
Lessor and the Lessee on the date first above written.


                              FBTC LEASING CORP.


                              By:_____________________________
                                    Name:
                                    Title:


                              LIVING CENTERS HOLDING COMPANY


                              By:____________________________
                                    Name:
                                    Title: