UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

               X    Quarterly report pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

               For the quarterly period ended March 31, 1998

     __________     Transition report pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

               For the transition period from _____________ to _____________

                          Commission File No.  34-22090

                          THE MULTICARE COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                             22-3152527
     (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)             Identification #)

       433 Hackensack Avenue
       Hackensack, New Jersey                         07601
 Address of principal executive offices             Zip Code

        Registrant's telephone number, including area code (201) 488-8818

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.

                    Yes     X      No         .


Indicate  the  number of shares outstanding of each of the issuer's  classes  of
common stock, as of the latest practicable date.

                   Class                        Outstanding at May 13,1998
        Common Stock ($.01 Par Value)                       100



                          THE MULTICARE COMPANIES, INC.

                                      Index
                                                  Page

Cautionary statement regarding forward looking statements               1


Part I.        Financial Information

Item 1.   Financial Statements

Consolidated Balance Sheets
September 30, 1997 and March 31, 1998                                   2

Consolidated Statements of Operations
Three and six months ended March 31, 1998 and 1997                      3

Consolidated Statements of Cash Flows
Six months ended March 31, 1998 and 1997                                4

Notes to Consolidated Financial Statements                              5-9

Item 2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations                                     10-14

Part II.  Other Information                                             15

Signatures                                                              16

                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES


                         CAUTIONARY STATEMENT REGARDING
                           FORWARD LOOKING STATEMENTS

      Certain  oral statements made by management from time to time and  certain
statements  contained  herein,  including certain  statements  in  "Management's
Discussion  and Analysis of Financial Condition and Results of Operations"  such
as  statements  concerning the Medicaid and Medicare program and  the  Company's
ability  to  meet  its  liquidity needs and control costs  and  expected  future
capital expenditure requirements and other statements contained herein regarding
matters that are not historical facts are forward looking statements within  the
meaning  of  the Securities Act of 1933.  Because such statements involve  risks
and uncertainties, actual results may differ materially from those expressed  or
implied  by  such forward looking statements.  Factors that could  cause  actual
results  to  differ materially include, but are not limited to, those  discussed
herein and in the Company's other periodic reports filed with the Securities and
Exchange Commission, including the following: the occurrence of changes  in  the
mix  of  payment  sources utilized by the Company's customers  to  pay  for  the
Company's  services; the adoption of cost containment measures  by  private  pay
sources  such as commercial insurers and managed care organizations, as well  as
efforts  by  governmental  reimbursement  sources  to  impose  cost  containment
measures;  changes in the United States healthcare system, including changes  in
reimbursement  levels  under  Medicaid  and  Medicare,  and  other  changes   in
applicable government regulations that might affect the Company's profitability;
the  Company's  continued ability to operate in a heavily regulated  environment
and  to satisfy regulatory authorities, thereby avoiding a number of potentially
adverse  consequences, such as the imposition of fines, temporary suspension  of
admission  of  patients, restrictions on the ability to acquire new  facilities,
suspension  or  decertification  from Medicaid or  Medicare  programs,  and,  in
extreme  cases, revocation of a facility's license or the closure of a facility,
including  as  a result of unauthorized activities by employees;  the  Company's
ability   to  staff  its  facilities  appropriately  with  qualified  healthcare
personnel  and  to maintain a satisfactory relationship with labor  unions;  the
level  of  competition in the Company's industry including, without  limitation,
increased  competition  from acute care hospitals,  providers  of  assisted  and
independent  living  and  providers of home  health  care  and  changes  in  the
regulatory system, such as changes in certificate of need laws in the states  in
which  the  Company  operates  or  anticipates  operating  in  the  future  that
facilitate  such  competition; the continued availability of insurance  for  the
inherent risks of liability in the healthcare industry; the Company's reputation
for delivering high-quality care and its ability to attract and retain patients;
and  the  Company's  ability to secure capital and  the  related  cost  of  such
capital.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES


                           Consolidated Balance Sheets

                                   (Unaudited)

                        (In thousands, except share data)

<CAPTION>
                                               September 30,       March 31,
                                               1997                1998
                                               (Predecessor
                                               Company)

<S>                                          <C>                  <C>
Assets
Current Assets:
Cash and cash equivalents                    $    2,118               2,617
Accounts receivable, net                        119,522             123,943
Prepaid expenses and other current assets        21,808              12,597
Deferred taxes                                    2,806              22,118
Total current assets                            146,254             161,275

Property, plant and equipment, net              460,800             723,744

Goodwill, net                                   171,324             765,249
Other assets                                     44,755              57,948
                                                823,133           1,708,216

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable                                 28,863              31,466
Accrued liabilities                              64,944              79,462
Current portion of long-term debt                   625              28,677
Total current liabilities                        94,432             139,605

Long-term debt                                  423,421             732,587
Deferred taxes                                   42,106              85,452
Other                                               ---               2,847

Stockholders' Equity:
Preferred stock, par value $.01, at
September 30, 1997, 7,000,000 shares
authorized, none issued                             ---                 ---
Common stock, par value $.01,
70,000,000 and 100 shares
authorized at September 30, 1997 and
March 31, 1998  respectively; 31,731,963
and 100 issued and outstanding
at September 30, 1997 and March 31, 1998,
respectively                                        317                 ---
Additional paid-in-capital                      170,858             745,000
Retained earnings                                91,999               2,725
Total stockholders' equity                      263,174             747,725
                                                823,133           1,708,216
</TABLE>
See accompanying notes to consolidated financial statements.

<TABLE>
                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES


                      Consolidated Statement of Operations

                                   (Unaudited)

                                 (In Thousands)


<CAPTION>
                                    Three months ended         Six months ended
                                            March 31,              March 31,
                                     1997         1998        1997        1998
                                   (Predecessor            (Predecessor
                                    Company)                Company)
<S>                                <C>          <C>         <C>        <C>
Net revenues                       $168,792     170,164     314,132    355,942

Expenses:
Operating expense                   127,702     127,777     237,105    269,120
Corporate, general and
 administrative                       8,190         ---      14,971        ---
Management fee                          ---      10,210         ---     21,855
Depreciation and amortization
expense                               6,870      11,090      13,166     22,874
Lease expense                         4,151       3,246       7,387      6,689
Interest expense, net                 7,184      14,994      13,401     29,712
Debenture conversion expense            785         ---         785        ---
Total expenses                      154,882     167,317     286,815    350,250

Earnings before income taxes and
extraordinary item                   13,910       2,847      27,317      5,692

Income Taxes                          5,150       1,480      10,215      2,967

Earnings before extraordinary item    8,760       1,367      17,102      2,725

Extraordinary item - loss on
extinguishment of debt, net of tax
benefit                                 873         ---       2,219        ---

Net income                            7,887       1,367      14,883      2,725
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

                                 (In thousands)


<CAPTION>
                                                        Six months ended
                                                           March 31,
                                                  (Predecessor
                                                   Company)
                                                    1997                1998
<S>                                                <C>               <C>
Cash flows from operating activities:
Net cash provided by operating activities          $  43,819             3,856

Cash flows from investing activities:
Assets and operations acquired                       (73,017)              ---
Capital expenditures                                 (30,145)          (18,683)
Other assets                                          (5,817)          (18,154)
Proceeds from repayment of construction advances      13,100               ---
Net cash used in investing activities                (95,879)          (36,837)

Cash flows from financing activities:
Proceeds from the issuance of common stock            51,942               ---
Proceeds from exercise of stock options and
 stock purchase plan                                     477               ---
Equity contribution                                      ---           745,000
Proceeds from sale of pharmacy business                  ---            50,000
Proceeds from sale of therapy business                   ---            24,000
Purchase of shares in tender offer                       ---          (921,326)
Proceeds from long-term debt                         398,381         1,698,832
Repayments of long-term debt                        (395,181)         (984,370)
Debt and other financing obligation repayments in
 connection with merger                                  ---          (452,223)
Severance, option payouts and transaction fees in
 connection with merger                                  ---          (104,851)
Debt issuance costs                                   (1,054)          (21,582)
Net cash provided by financing activities             54,565            33,480

Increase in cash and cash equivalents                  2,505               499

Cash and cash equivalents at beginning of period       1,893             2,118
Cash and cash equivalents at end of period             4,398             2,617
</TABLE>
See accompanying notes to consolidated financial statements.



                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                                  March 31,1998

                                   (Unaudited)

                 (In thousands, except share and per share data)


(1)  Organization and Basis of Presentation

The  Multicare  Companies, Inc. and Subsidiaries ("Multicare" or the  "Company")
own,  operate and manage skilled nursing facilities which provide long-term care
and specialty medical services in selected geographic regions within the eastern
and midwestern United States.  In addition, the Company operates assisted-living
facilities and other ancillary healthcare businesses.

The  financial information as of March 31, 1998 and for the three and six months
ended March 31, 1998 and 1997,  is unaudited and has been prepared in conformity
with  the  accounting  principles and practices as reflected  in  the  Company's
audited annual financial statements.  The unaudited financial statements contain
all  adjustments, consisting only of normal recurring adjustments, necessary  to
present  fairly  the financial position as of March 31, 1998 and  the  operating
results for the three and six months ended March 31, 1998 and 1997 and the  cash
flows  for  the six months ended March 31, 1998 and 1997.  Results  for  interim
periods are not necessarily indicative of those to be expected for the year.

The  preparation  of financial statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the date of the financial  statements  and
the  reported  amounts  of revenues and expenses during  the  reporting  period.
Actual results could differ from these estimates.

Certain  information  and footnote disclosures normally  included  in  financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed  or  omitted.   It is suggested  that  these  consolidated
financial  statements  be  read in conjunction with the  consolidated  financial
statements and notes thereto incorporated in the Company's Annual Report on Form
10-K for the nine month transition period ended September 30, 1997.

All  purchase  accounting entries have been pushed down from  Genesis  ElderCare
Corp.  and recorded on the consolidated financial statements of Multicare.   The
operations of Multicare before the Merger (as defined below) are referred to  as
Predecessor Company.

(2)  Tender Offer and Merger and Recent Acquisitions

On October 9, 1997 Genesis ElderCare Acquisition Corp. ("Acquisition Corp."),  a
wholly-owned  subsidiary  of  Genesis ElderCare Corp.,  a  Delaware  corporation
formed  by  Genesis Health Ventures, Inc. ("Genesis"), The Cypress  Group  L.L.C
(together with its affiliates, "Cypress"), TPG Partners II, L.P., (together with
its  affiliates, "TPG") and Nazem, Inc. (together with its affiliates  "Nazem"),
acquired 99.65% of the shares of common stock of Multicare, pursuant to a tender
offer  commenced  on June 20, 1997 (the "Tender Offer"). On  October  10,  1997,
Genesis ElderCare Corp. completed the merger (the "Merger") of Acquisition Corp.
with and into Multicare in accordance with the Agreement and Plan of Merger (the
"Merger  Agreement")  dated as of June 16, 1997 by and among  Genesis  ElderCare
Corp.,  Acquisition  Corp.,  Genesis and Multicare.  Upon  consummation  of  the
Merger, Multicare became a wholly-owned subsidiary of Genesis ElderCare Corp.

In  connection with the Merger, Multicare and Genesis entered into a  management
agreement  (the  "Management  Agreement")  pursuant  to  which  Genesis  manages
Multicare's operations. The Management Agreement has a term of five  years  with
automatic  renewals for two years unless either party terminates the  Management
Agreement.

Genesis  is  paid  a  fee of six percent of Multicare's  net  revenues  for  its
services  under the Management Agreement provided that payment of  such  fee  in
respect  of  any  month  in excess of the greater of (i) $1,992  and  (ii)  four
percent  of  Multicare's  consolidated net revenues for  such  month,  shall  be
subordinate  to  the  satisfaction of Multicare's senior  and  subordinate  debt
covenants; and provided, further, that payment of such fee shall be no less than
$23,900  in  any  given  year.  Under  the  Management  Agreement,  Genesis   is
responsible  for Multicare's non-extraordinary sales, general and administrative
expenses  (other  than certain specified third-party expenses),  and  all  other
expenses of Multicare are paid by Multicare. Genesis also entered into an  asset
purchase agreement (the "Therapy Sale Agreement") with Multicare and certain  of
its  subsidiaries pursuant to which Genesis acquired all of the assets  used  in
Multicare's outpatient and inpatient rehabilitation therapy business for $24,000
subject  to adjustment (the "Therapy Sale") and a stock purchase agreement  (the
"Pharmacy  Sale Agreement") with Multicare and certain subsidiaries pursuant  to
which  Genesis  acquired  all  of  the outstanding  capital  stock  and  limited
partnership interests of certain subsidiaries of Multicare that are  engaged  in
the  business of providing institutional pharmacy services to third parties  for
$50,000  subject to adjustment (the "Pharmacy Sale"). The Company completed  the
Pharmacy Sale effective January 1, 1998.

Genesis  Eldercare Corp. (the "Multicare Parent") paid approximately  $1,492,000
to (i) purchase the shares pursuant to the Tender Offer and the Merger, (ii) pay
fees and expenses to be incurred in connection with the completion of the Tender
Offer,  Merger  and  the financing transactions in connection  therewith,  (iii)
refinance certain indebtedness of Multicare and (iv) make certain cash  payments
to  employees.  Of  the  funds required to finance the foregoing,  approximately
$745,000  were  furnished to Acquisition Corp. as capital contributions  by  the
Multicare  Parent from the sale by Genesis ElderCare Corp. of its  Common  Stock
("Genesis  ElderCare Corp. Common Stock") to Cypress, TPG,  Nazem  and  Genesis.
Cypress, TPG and Nazem purchased shares of Genesis ElderCare Corp. Common  Stock
for  a  purchase  price  of  $210,000, $199,500 and $10,500,  respectively,  and
Genesis  purchased shares of Genesis ElderCare Corp. Common Stock for a purchase
price of $325,000 in consideration for approximately 44% of the Common Stock  of
the  Multicare  Parent.  The  balance of the  funds  necessary  to  finance  the
foregoing came from (i) the proceeds of loans from a syndicate of lenders in the
aggregate  amount  of  $525,000 and (ii) $250,000 from the  sale  of  9%  Senior
Subordinated Notes due 2007 (the "9% Notes") sold by Acquisition Corp. on August
11, 1997.

In  connection with the Merger, Genesis, Cypress, TPG and Nazem entered into  an
agreement  (the  "Put/Call Agreement") pursuant to which,  among  other  things,
Genesis  will  have the option, on the terms and conditions  set  forth  in  the
Put/Call Agreement to purchase (the "Call") Genesis ElderCare Corp. Common Stock
held by Cypress, TPG and Nazem commencing on October 9, 2001 and for a period of
270 days thereafter, at a price determined pursuant to the terms of the Put/Call
Agreement.  Cypress,  TPG  and Nazem will have the  option,  on  the  terms  and
conditions  set forth in the Put/Call Agreement, to require Genesis to  purchase
(the  "Put") such Genesis ElderCare Corp. Common Stock commencing on October  9,
2002 and for a period of one year thereafter, at a price determined pursuant  to
the Put/Call Agreement.

The  prices  determined  for  the Put and Call  are  based  on  a  formula  that
calculates the equity value attributable to Cypress', TPG's and Nazem's  Genesis
ElderCare  Corp.  Common Stock, plus a portion of the Genesis pharmacy  business
(the  "Calculated Equity Value"). The Calculated Equity Value will be determined
based  upon  a  multiple of Genesis ElderCare Corp.'s earnings before  interest,
taxes,  depreciation, amortization and rental expenses, as adjusted  ("EBITDAR")
after deduction of certain liabilities, plus a portion of the EBITDAR related to
the Genesis pharmacy business. The multiple to be applied to EBITDAR will depend
on  whether the Put or the Call is being exercised. Any payment to Cypress,  TPG
or  Nazem under the Call or the Put may be in the form of cash or Genesis common
stock at Genesis' option.

Upon  exercise  of the Call, Cypress, TPG and Nazem will receive  at  a  minimum
their  original investment plus a 25% compound annual return thereon  regardless
of   the  Calculated  Equity  Value.  Any  additional  Calculated  Equity  Value
attributable to Cypress', TPG's or Nazem's Genesis ElderCare Corp. Common  Stock
will  be  determined  on  the basis set forth in the  Put/Call  Agreement  which
provides  generally for additional Calculated Equity Value of Genesis  ElderCare
Corp.  to  be  divided  based  upon  the  proportionate  share  of  the  capital
contributions  of the stockholders to Genesis ElderCare Corp. Upon  exercise  of
the Put by Cypress, TPG or Nazem, there will be no minimum return to Cypress, or
TPG  or Nazem; any payment to Cypress, TPG or Nazem will be limited to Cypress',
TPG's, or Nazem's share of the Calculated Equity Value based upon a formula  set
forth  in the terms of the Put/Call Agreement which provides generally  for  the
preferential  return  of  the stockholders' capital  contributions  (subject  to
certain priorities), a 25% compound annual return on Cypress', TPG's and Nazem's
capital  contributions and the remaining Calculated Equity Value to  be  divided
based  upon  the  proportionate  share  of  the  capital  contributions  of  the
stockholders to Genesis ElderCare Corp.

Cypress', TPG's and Nazem's rights to exercise the Put will be accelerated  upon
an  event  of  bankruptcy  of Genesis, a change of  control  of  Genesis  or  an
extraordinary  dividend  or  distribution or  the  occurrence  of  the  leverage
recapitalization  of Genesis. Upon an event of acceleration or  the  failure  by
Genesis  to satisfy its obligations upon exercise of the Put, Cypress,  TPG  and
Nazem  will  have  the  right  to  terminate  the  Stockholders'  Agreement  and
Management Agreement and to control the sale or liquidation of Genesis ElderCare
Corp. In the event of such sale, the proceeds from such sale will be distributed
among  the  parties as contemplated by the formula for the Put  option  exercise
price  and  Cypress, TPG and Nazem will retain a claim against Genesis  for  the
difference,  if  any,  between the proceeds of such  sale  and  the  put  option
exercise price.

In  December 1996, the Company completed the acquisition of The ADS Group (ADS).
The  Company paid approximately $10,000, repaid or assumed approximately $29,800
in debt, financed $51,000 through a lease facility, and issued 554,973 shares of
its common stock for ADS.  Total goodwill approximated $30,700.

The  following 1997 pro forma financial information has been prepared as if  the
ADS  acquisition, the Merger, the Therapy Sale and the Pharmacy  Sale  had  been
consummated  on  October  1,  1996.   The following  1998  pro  forma  financial
information  has  been prepared as if the Pharmacy Sale had  been  completed  on
October  1,  1997.   The  pro forma financial information does  not  necessarily
reflect  the results of operations that would have occurred had the transactions
occurred at the beginning of the respective periods presented and is based  upon
preliminary allocations of the purchase prices to property, plant and  equipment
and goodwill that are subject to change.
<TABLE>
<CAPTION>
                                                   Six months ended
                                                       March 31
                                                 1997            1998
<S>                                              <C>            <C>
Net revenues                                     295,935        338,898
Earnings (loss) before extraordinary item         (9,011)         1,891
Net income (loss)                                (11,230)         1,891
</TABLE>

(3) Commitments and Contingencies

Pursuant to the Balanced Budget Act of 1997 (the "Act"), beginning on or after
July 1, 1998, Medicare reimbursement for skilled nursing facilities will be on a
prospective payment system ("PPS").  Skilled nursing facilities will be paid a
per diem rate for all covered Part A skilled nursing facility services as well
as many services for which payment may be made under Part B during a period when
a beneficiary is provided covered skilled nursing facility care.  The per diem
rate is adjusted based upon the resource utilization group of a resident.  This
payment will cover rehabilitation and non-rehabilitation ancillary services;
however the per diem rate will not cover physician, nursing, physician assistant
and certain related services.  For the first three cost reporting periods
beginning on or after July 1, 1998, the per diem will be based on a blend of a
facility specific rate and a federal per diem rate.  In subsequent periods, and
for facilities first receiving payments for Medicare services on or after
October 1, 1995, the federal per diem rate will be used without any facility
specific blending.

The Act also required consolidated billing for skilled nursing facilities.  The
skilled nursing facility must submit all Medicare claims for Part A and Part B
services received by its residents with the exception of physician, nursing,
physician assistant and certain related services.  Medicare will pay the skilled
nursing facilities directly for all services on the consolidated bill and
outside suppliers of services to residents of the skilled nursing facilities
must collect payment from the skilled nursing facility.

The Act also repealed the Boren Amendment which required Medicaid payments to
nursing facilities to be "reasonable and adequate" to cover the costs of
efficiently and economically operated facilities.  Under the Act, states must
now use a public notice and comment process for determining Medicaid rates and
give interested parties a reasonable opportunity to comment on proposed rates,
rate methodology and justifications.  It is unclear what impact the Balanced
Budget Act of 1997 will have on the Company.

The Company is from time to time subject to claims and suits arising in the
ordinary  course  of  business.   In the opinion  of  management,  the  ultimate
resolution of pending legal proceedings will not have a material effect  on  the
Company's consolidated financial statements.

(4)  Financing Obligations

In  February  1998  ElderTrust ("ETT"), a Maryland real estate investment  trust
sponsored by Genesis, made term loans totaling $12,881, to subsidiaries  of  the
Company  with  respect to the lease-up of two assisted living  facilities.   The
loans have a fixed annual rate of interest of 10.5% and mature three years  from
the  date  of the loans, subject to the right of the Company to extend the  term
for  up  to three one-year extension periods in the event  the facility has  not
reached "stabilized occupancy" (as defined) as of the third anniversary  of  the
loan (or at the end of any extension period, if applicable).

In  February 1998 ETT also made one construction loan in the amount of $3,000 to
a  subsidiary of the Company to fund construction of an assisted living facility
being developed by the Company.  The note bears interest at a fixed annual  rate
of  10.5%, and will mature on the third anniversary of the loan, subject to  the
right  of  the  Company  to extend the term for up to three  one-year  extension
periods in the event the facility has not reached "stabilized occupancy"  as  of
such third anniversary (or at the end of any extension period, if applicable).

ETT  is obligated to purchase and leaseback the three facilities that secure the
term  and construction loans being made to the Company upon the earlier  of  the
facility  reaching stabilized occupancy or the maturity of the loan  secured  by
the  facility provided, however, that the Company will not be obligated to  sell
any  facility  if  the purchase price for the facility would be  less  than  the
applicable  loan  amount.  The purchase agreements provide for a  cash  purchase
price  in  an amount which will result in an annual yield of 10.5% to  ETT.   If
acquired  by ETT, these facilities would be leased to the Company under  minimum
rent leases.  The initial term of any minimum rent lease will be ten years,  and
the  Company  will  have the option to extend the term for up to  two  five-year
extension  periods  upon 12 months notice to ETT.  Minimum rent  for  the  first
lease  year under any minimum rent lease will be established by multiplying  the
purchase  price for the applicable facility times 10.5%, and the  increase  each
year  by  an amount equal to the lesser of (i) 5% of the increase in  the  gross
revenues  for  such  facility  (excluding any revenues  derived  from  ancillary
healthcare services provided by Genesis or its affiliates  to residents  of  the
applicable  facility) during the immediately preceding year or (ii) one-half  of
the increase in the Consumer Price Index during the immediately preceding year.
(4)  Financing Obligations, Continued.

During the last four years of the term (as extended, if applicable), the Company
is  required  to  make minimum capital expenditures equal to $3 per  residential
unit in each assisted living facility covered by a minimum rent lease.

The  Company enters into interest rate swap agreements to manage interest  costs
and risks associated with changing interest rates.  In November 1997 the Company
entered  into swap agreements with notional principal amounts totaling $100,000.
These  agreements  effectively convert underlying variable-rate  debt  based  on
LIBOR  into  fixed-rate debt whereby the Company makes quarterly payments  at  a
weighted  average  fixed  rate of 5.64% and receives  quarterly  payments  at  a
floating rate based on three month LIBOR (approximately 5.72% at May 7, 1998).

  Item   2.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations

General

Prior  to  the  Merger, Multicare had experienced significant growth,  primarily
through  acquisitions of long-term care facilities and ancillary businesses  and
increased  utilization of specialty medical services.  It had  been  Multicare's
strategy  to  expand through construction and development of new facilities  and
selective   acquisitions  with  geographically  concentrated  operations.     In
December  1996,  the  Company acquired The ADS Group, which  owns,  operates  or
manages  over 50 long-term care and assisted-living facilities with  over  4,200
licensed beds, principally in Massachusetts.

Under  Genesis' management, the Company's strategy is to integrate  the  talents
of  physicians with case management, comprehensive discharge planning and, where
necessary,  home support services, to provide cost effective care management  to
achieve  superior outcomes and return  the Company's customers to the community.
Genesis'  management  believes that achieving improved  customer  outcomes  will
result in increased utilization of specialty medical services and a broader base
of  repeat  customers in the Company's network.  Moreover, the Company  believes
that  this strategy will lead to continued high levels of occupancy of available
beds,  high quality payor mix and same store growth in net revenues and EBITDAR.
Genesis'  management  will  also  focus on the revenue  and  cost  opportunities
presented through the further integration of the Company's recent acquisitions.

The Tender Offer and Merger

On  June  16, 1997, Multicare entered into an Agreement and Plan of Merger  (the
"Merger  Agreement")  with Genesis ElderCare Corp. (the "Parent"),  and  Genesis
ElderCare   Acquisition  Corp.,  a  wholly  owned  subsidiary  of  Parent   (the
"Acquisition Corp.") pursuant to which Acquisition Corp. offered to acquire  all
outstanding  shares of common stock (the "Shares"), of Multicare at  a  purchase
price  of $28.00 per Share, net to the seller in cash (the "Tender Offer").  The
Tender  Offer  expired  on  Wednesday, October 8,  1997  and  Acquisition  Corp.
accepted  for  purchase  the  Shares that had  been  validly  tendered  and  not
withdrawn.  The  Shares  accepted  pursuant  to  the  Tender  Offer  constituted
approximately  99.65% of Multicare's issued and outstanding Shares.  On  October
10,  1997,  pursuant to the Merger Agreement, Acquisition Corp. was merged  with
and  into  Multicare (the "Surviving Corporation") and the remaining Shares  not
previously  purchased  in  the  Tender Offer  were  canceled,  extinguished  and
converted into the right to receive $28.00 in cash.  As a result of the  Merger,
Parent  is  the  record  and beneficial owner of all  Shares  of  the  Surviving
Corporation.  Parent is owned by Genesis Health Ventures, Inc.,  a  Pennsylvania
corporation ("Genesis"), The Cypress Group L.L.C. (together with its affiliates,
"Cypress"),  TPG  Partners II, L.P. (together with its  affiliates,  "TPG")  and
Nazem, Inc. (together with its affiliates, "Nazem") and their affiliates.

On  October 9, 1997, Multicare, Genesis and Genesis ElderCare Network  Services,
Inc.,  a wholly-owned subsidiary of Genesis, entered into a management agreement
(the  "Management  Agreement")  pursuant to which  Genesis  manages  Multicare's
operations.  The  Management Agreement has a term of five years  with  automatic
renewals  for two years unless either party terminates the Management Agreement.
Genesis  will be paid a fee of six percent of Multicare's net revenues  for  its
services  under the Management Agreement provided that payment of  such  fee  in
respect of any month in excess of the greater of (i) $1.9 million and (ii)  four
percent  of  Multicare's  consolidated net revenues for  such  month,  shall  be
subordinate  to  the  satisfaction of Multicare's senior  and  subordinate  debt
covenants; and provided, further, that payment of such fee shall be no less than
$23.9  million  in  any given year. Under the Management Agreement,  Genesis  is
responsible  for Multicare's non-extraordinary sales, general and administrative
expenses  (other  than certain specified third-party expenses),  and  all  other
expenses of Multicare are paid by Multicare.

On  October  10,  1997,  Genesis entered into an asset purchase  agreement  with
Multicare and certain of its subsidiaries pursuant to which Genesis acquired all
of  the  assets  used  in  Multicare's outpatient and  inpatient  rehabilitation
therapy business for $24 million, subject to adjustment (the "Therapy Sale").

On  October  10,  1997,  Genesis entered into a stock  purchase  agreement  with
Multicare and certain of its subsidiaries pursuant to which Genesis acquired all
of  the  outstanding capital stock and limited partnership interests of  certain
subsidiaries  of  Multicare  that  are engaged  in  the  business  of  providing
institutional  pharmacy services to third parties for $50  million,  subject  to
adjustment  (the  "Pharmacy  Sale").  The Company completed  the  Pharmacy  Sale
effective January 1, 1998.



Results of Operations

Net  Revenues.  Net revenues for the three months ended March 31, 1998 increased
$1.4 million from the same period last year to $170.2 million. Net revenues  for
the six months ended March 31, 1998 increased 13% or $41.8 million from the same
period last year to $355.9 million.

The  increase  in revenues in the second quarter of fiscal 1998 is comprised  of
approximately $22.1 million relating to internal growth, offset by a decrease of
approximately  $20.7  million  relating to the  exclusion  of  results  for  the
pharmacy  and therapy businesses due to the Pharmacy Sale and the Therapy  Sale.
The  increase  in revenues for the six months ended March 31, 1998 consisted  of
approximately $45.6 million of internal growth and $12.9 million for results  of
recent  acquisitions,  offset  by  a  $16.7 million  decrease  relating  to  the
exclusion of results for the pharmacy and therapy businesses due to the Pharmacy
Sale and the Therapy Sale.  The internal growth of revenues resulted mainly from
increases in payor rates and changes in census mix, and development and  opening
of additional beds.

The  Company's quality mix of private, Medicare and insurance revenues  was  62%
and  65%  of  net  revenues for the three and six months ended  March  31,  1998
compared  to 67% in the similar periods of last year. Occupancy rates  were  91%
and 92% for the three and six months ended March 31, 1998 compared to 90% in the
similar periods of last year.

Operating  Expense.   Operating expenses for the three months  ended  March  31,
1998 were $127.8 million compared to $127.7 million last year.  This increase is
comprised  of  approximately  $17.5  million  resulting  primarily  from  higher
salaries,  wages  and benefits and expanded nursing staffing levels  to  support
higher  acuity patients, offset by a decrease of $17.4 million relating  to  the
exclusion of results for the pharmacy and therapy businesses due to the Pharmacy
Sale  and  the Therapy Sale.  Operating expenses for the six months ended  March
31,  1998  increased 14% from the comparable period last year to $269.1 million.
The  increase includes approximately $6.8 million relating to results of  recent
acquisitions, offset by a decrease of $13.2 million relating to the exclusion of
results for the pharmacy and therapy businesses due to the Pharmacy Sale and the
Therapy  Sale.   The  remainder of the increase resulted primarily  from  higher
salaries,  wages  and benefits and expanded nursing staffing levels  to  support
higher  patient  acuities and more complex product lines such  as  subacute  and
Alzheimers care.

Management  Fee and Corporate, General and Administrative Expense. In connection
with the Management Agreement, Genesis manages Multicare's operations for a  fee
of  approximately  six percent of Multicare's revenues and  is  responsible  for
Multicare's  general and administrative expenses.  The 1997  corporate,  general
and  administrative  expenses include resources devoted to operations,  finance,
legal, risk management, and information systems.

Lease  Expense.   Lease  expense  for the three  months  ended  March  31,  1998
decreased 22% to $3.2 million.  Lease expense for the six months ended March 31,
1998  decreased 9% to $6.7 million.  In connection with the Merger, the  Company
paid off its synthetic lease facility with proceeds from the Senior Facilities.

Depreciation  and  Amortization Expense.  Depreciation and amortization  expense
for the three and six months ended March 31, 1998 increased 61% and 74% from the
same  periods  last year to $11.1 million and $22.9 million, respectively.   The
increase  is  due  to depreciation on the allocation of the  purchase  price  to
property,  plant and equipment and to amortization of goodwill relating  to  the
Merger.

Interest Expense, net.  Net interest expense for the three and six months  ended
March 31, 1998 increased $7.8 million and $16.3 million from the same periods in
fiscal  1997 to $15.0 million and $29.7 million, respectively.  This is a result
of  incremental borrowings under the Company's Senior Facilities  and  9%  Notes
incurred to finance the Merger.

Income  Tax Expense.  The provision for income taxes increased to 52% of pre-tax
income  in  the six months ended March 31, 1998 from 37% of pre-tax income  from
the  similar  period  last year.  The increase relates to higher  non-deductible
goodwill amortization resulting from the Merger.

Liquidity and Capital Resources

The  Company  maintains adequate working capital from operating cash  flows  and
lines of credit for continuing operations, debt service, and anticipated capital
expenditures.   At  March  31, 1998, the Company had working  capital  of  $21.7
million,  compared to $51.8 million at September 30, 1997 due  primarily  to  an
increase in current portion of long term debt incurred to finance the merger.

Cash  flow  from operations was $3.9 million for the six months ended March  31,
1998  compared  to cash flow from operations of $43.8 million in the  comparable
period of 1997. The decrease in operating cash flows results primarily from  the
decline in earnings which is attributable to increased interest expense and  the
Genesis management fee and the timing of payments, offset by the elimination  of
corporate,  general  and administrative expenses. Net accounts  receivable  were
$123.9  million  at March 31, 1998 compared to $119.5 million at  September  30,
1997.  The increase in net accounts receivable is attributable to the timing  of
third-party  interim  and settlement payments and the utilization  of  specialty
medical services for higher acuity level patients, offset by a decrease relating
to  the  Pharmacy Sale and the Therapy Sale.  Legislative and regulatory  action
and  government  budgetary constraints could change the timing of  payments  and
reimbursement rates of the Medicare and Medicaid programs in the future.   These
changes  could have a material adverse effect on the Company's future  operating
results and cash flows.

In  connection with the Merger, Multicare entered into three term  loans  and  a
revolving credit facility of up to $525 million, in the aggregate (collectively,
the  "Senior Facilities"), provided by a syndicate of banks and other  financial
institutions  (collectively,  the  "Lenders")  led  by  Mellon  Bank,  N.A.,  as
administrative agent (the "Administrative Agent"), pursuant to a certain  credit
agreement (the "Long Term Credit Agreement") dated as of October 14, 1997.   The
Senior  Facilities  are  being used for the purpose of (i)  refinancing  certain
short  term facilities in the aggregate principal amount of $431.6 million which
were  funded  on  October 9, 1997 to acquire the Shares  in  the  Tender  Offer,
refinance certain indebtedness of Multicare and pay fees and expenses related to
the   transactions,  (ii)  funding  interest  and  principal  payments  on  such
facilities  and  on  certain remaining indebtedness and  (iii)  funding  working
capital and general corporate purposes.

The  Senior  Facilities consist of: (1) a $200 million six year term  loan  (the
"Tranche  A  Term  Facility"); (2) a $150 million  seven  year  term  loan  (the
"Tranche B Term Facility"); (3) a $50 million term loan maturing on June 1, 2005
(the  "Tranche  C Term Facility"); (4) a $125 million six year revolving  credit
facility  (the  "Revolving Credit Facility"); and (5) one or  more  Swing  Loans
(collectively,  the  "Swing Loan Facility") in integral principal  multiples  of
$500,000 up to an aggregate unpaid principal amount of $10 million. The  Tranche
A Term Facility, Tranche B Term Facility and Tranche C Term Facility are subject
to  amortization in quarterly installments, commencing at the end of  the  first
calendar  quarter after the date of the consummation of the Merger (the "Closing
Date").  The  Revolving Credit Facility will mature six years after the  Closing
Date.  All  net proceeds received by Multicare from (i) the sale  of  assets  of
Multicare  or  its  subsidiaries other than sales  in  the  ordinary  course  of
business  (and  other  than  the  sales  of Multicare's  rehabilitation  therapy
business  and pharmacy business to the extent that there are amounts outstanding
under  the Revolving Credit Facility) and (ii) any sale of common stock or  debt
securities  (other than the 9% Notes and the Equity Contributions) of  Multicare
in  respect  of  common stock will be applied as a mandatory  prepayment.  Fifty
percent  of Excess Cash Flow must be applied to the Senior Facilities and  shall
be payable annually.

The  Senior Facilities are secured by a first priority security interest in  all
of  the  (i)  stock  of Multicare, (ii) stock, partnership interests  and  other
equity of all of Multicare's present and future direct and indirect subsidiaries
and  (iii)  intercompany notes among Parent and any subsidiaries  or  among  any
subsidiaries.

Loans  under the Senior Facilities bear, at Multicare's option, interest at  the
per annum Prime Rate as announced by the Administrative Agent, or the applicable
Adjusted LIBO Rate. Loans under the Tranche A Term Facility bear interest  at  a
rate equal to LIBO Rate plus a margin up to 2.5%; loans under the Tranche B Term
Facility  bear interest at a rate equal to LIBO Rate plus a margin up to  2.75%;
loans  under the Tranche C Term Facility bear interest at a rate equal  to  LIBO
Rate  plus  a margin up to 3.0%; loans under the Revolving Credit Facility  bear
interest at a rate equal to LIBO Rate plus a margin up to 2.5%; and loans  under
the  Swing Loan Facility bear interest at the Prime Rate unless otherwise agreed
to  by  the  parties.  Subject  to  meeting  certain  financial  covenants,  the
above-referenced interest rates may be reduced.

The  Long Term Credit Agreement contains a number of covenants that, among other
things,  restrict the ability of Multicare and its subsidiaries  to  dispose  of
assets,   incur  additional  indebtedness,  make  loans  and  investments,   pay
dividends,  engage in mergers or consolidations, engage in certain  transactions
with  affiliates and change control of capital stock, prepay debt, make material
changes  in accounting and reporting practices, create liens on assets,  give  a
negative  pledge on assets, make acquisitions and amend or modify documents.  In
addition,  the  Long  Term  Credit Agreement requires  that  Multicare  and  its
affiliates  maintain  the Management Agreement as well as  comply  with  certain
financial covenants.

On   August  11,  1997,  Acquisition  Corp.  sold  to  Morgan  Stanley   &   Co.
Incorporated, Montgomery Securities, L.P. and First Union Capital Markets  Corp.
(collectively, the "Placement Agents") $250 million principal amount of  its  9%
Senior  Subordinated Notes due 2007 (the "9% Notes") which were issued  pursuant
to  an  Indenture, dated as of August 7, 1997 (the "Indenture") by  and  between
Acquisition  Corp., as issuer, and PNC Bank, National Association,  as  trustee.
The  9%  Notes  bear  interest at 9% per annum from  August  11,  1997,  payable
semiannually on February 1 and August 1 of each year, commencing on February  1,
1998.

The  9% Notes are unsecured, general obligations of the issuer, subordinated  in
right  of payment to all existing and future Senior Indebtedness, as defined  in
the   Indenture,  of  the  issuer,  including  indebtedness  under  the   Senior
Facilities.  The  9% Notes rank pari passu in right of payment with  any  future
senior  subordinated  indebtedness of the issuer and  are  senior  in  right  of
payment to all future subordinated indebtedness of the issuer.  The 9% Notes are
redeemable at the option of the issuer, in whole or in part, at any time  on  or
after  August  1,  2002,  initially at 104.5% of their  principal  amount,  plus
accrued  interest,  declining ratably to 100% of their  principal  amount,  plus
accrued  interest,  on  or after August 1, 2004. The 9%  Notes  are  subject  to
mandatory  redemption  at  101%. Upon a Change in Control,  as  defined  in  the
Indenture, the issuer is required to make an offer to purchase the 9% Notes at a
purchase  price equal to 101% of their principal amount, plus accrued  interest.
The  Indenture contains a number of covenants that, among other things, restrict
the  ability of the issuer of the 9% Notes to incur additional indebtedness, pay
dividends,  redeem  capital stock, make certain investments, issue  the  capital
stock  of its subsidiaries, engage in mergers or consolidations or asset  sales,
engage  in  certain transactions with affiliates, and create dividend and  other
restrictions affecting its subsidiaries.

Upon  the  consummation  of  the Merger, Multicare assumed  all  obligations  of
Acquisition  Corp.  with  respect to and under the  9%  Notes  and  the  related
Indenture.

At  May  11, 1998, there is approximately $454.8 million outstanding  under  the
Senior  Facilities and approximately $55.4 million available  under  the  Senior
Facilities after giving effect to approximately $1.7 million outstanding letters
of credit.

In  February  1998  ElderTrust ("ETT"), a Maryland real estate investment  trust
sponsored  by  Genesis,  made term loans to subsidiaries  of  the  Company  with
respect  to  the lease-up of two assisted living facilities.  The loans  have  a
fixed  annual rate of interest of 10.5% and mature three years from the date  of
the  loans,  subject to the right of the Company to extend the term  for  up  to
three  one-year  extension periods in the event  the facility  has  not  reached
"stabilized occupancy" (as defined) as of the third anniversary of the loan  (or
at the end of any extension period, if applicable).

In  February  1998  ETT also made one construction loan to a subsidiary  of  the
Company  to fund construction of an assisted living facility being developed  by
the  Company.  The note bears interest at a fixed annual rate of 10.5%, and will
mature on the third anniversary of the loan, subject to the right of the Company
to  extend the term for up to three one-year extension periods in the event  the
facility has not reached "stabilized occupancy" as of such third anniversary (or
at the end of any extension period, if applicable).

ETT  is obligated to purchase and leaseback the three facilities that secure the
term  and construction loans being made to the Company upon the earlier  of  the
facility  reaching stabilized occupancy or the maturity of the loan  secured  by
the  facility provided, however, that the Company will not be obligated to  sell
any  facility  if  the purchase price for the facility would be  less  than  the
applicable  loan  amount.  The purchase agreements provide for a  cash  purchase
price  in  an amount which will result in an annual yield of 10.5% to  ETT.   If
acquired  by ETT, these facilities would be leased to the Company under  minimum
rent leases.  The initial term of any minimum rent lease will be ten years,  and
the  Company  will  have the option to extend the term for up to  two  five-year
extension  periods  upon 12 months notice to ETT.  Minimum rent  for  the  first
lease  year under any minimum rent lease will be established by multiplying  the
purchase  price for the applicable facility times 10.5%, and the  increase  each
year  by  an amount equal to the lesser of (i) 5% of the increase in  the  gross
revenues  for  such  facility  (excluding any revenues  derived  from  ancillary
healthcare services provided by Genesis or its affiliates  to residents  of  the
applicable  facility) during the immediately preceding year or (ii) one-half  of
the  increase in the Consumer Price Index during the immediately preceding year.
During the last four years of the term (as extended, if applicable), the Company
is required to make minimum capital expenditures equal to $3,000 per residential
unit in each assisted living facility covered by a minimum rent lease.

The  Company  anticipates its capital requirements for the construction  of  new
facilities   and  the  expansion  and  renovation  of  existing  facilities   to
approximate  $10  million  over  the  next  twelve  months  based  on   existing
construction commitments and plans.

Pursuant to the Balanced Budget Act of 1997 (the "Act"), beginning on or after
July 1, 1998, Medicare reimbursement for skilled nursing facilities will be on a
prospective payment system ("PPS").  Skilled nursing facilities will be paid a
per diem rate for all covered Part A skilled nursing facility services as well
as many services for which payment may be made under Part B during a period when
a beneficiary is provided covered skilled nursing facility care.  The per diem
rate is adjusted based upon the resource utilization group of a resident.  This
payment will cover rehabilitation and non-rehabilitation ancillary services;
however the per diem rate will not cover physician, nursing, physician assistant
and certain related services.  For the first three cost reporting periods
beginning on or after July 1, 1998, the per diem will be based on a blend of a
facility specific rate and a federal per diem rate.  In subsequent periods, and
for facilities first receiving payments for Medicare services on or after
October 1, 1995, the federal per diem rate will be used without any facility
specific blending.

The Act also required consolidated billing for skilled nursing facilities.  The
skilled nursing facility must submit all Medicare claims for Part A and Part B
services received by its residents with the exception of physician, nursing,
physician assistant and certain related services.  Medicare will pay the skilled
nursing facilities directly for all services on the consolidated bill and
outside suppliers of services to residents of the skilled nursing facilities
must collect payment from the skilled nursing facility.

The Act also repealed the Boren Amendment which required Medicaid payments to
nursing facilities to be "reasonable and adequate" to cover the costs of
efficiently and economically operated facilities.  Under the Act, states must
now use a public notice and comment process for determining Medicaid rates and
give interested parties a reasonable opportunity to comment on proposed rates,
rate methodology and justifications.  It is unclear what impact the Balanced
Budget Act of 1997 will have on the Company.

Year 2000 Issues

The  Company  is aware of issues associated with the programming  code  in  many
existing  computer systems (the "Year 2000" issue) as the millennium approaches.
The  Company has conducted a review of its computer systems to identify hardware
and  software  affected  by the Year 2000 issue.  This issue  affects  computers
systems having date sensitive programs that may not properly recognize the  Year
2000.   Systems  that do not properly recognize such information could  generate
erroneous data or cause a system to fail resulting in business interruption.

With  respect  to  its  existing computer systems,  the  Company  is  upgrading,
generally,  in  order  to meet the demands of its expanding  business.   In  the
process, the Company is taking steps to identify, correct, or reprogram and test
its  existing systems for Year 2000 compliance.  It is anticipated that all  new
system upgrades or reprogramming efforts will be completed by mid calendar  year
1999,  allowing adequate time for testing.  The Company presently believes  that
with modification to existing software and conversions to new software, the Year
2000  issue  can be mitigated.  However, given the complexity of the  Year  2000
issues,  there  can be assurances that the Company will be able to  address  the
problem  without  costs  and uncertainties that might  affect  future  financial
results or cause reported financial information not to be necessarily indicative
of future operating results or future financial condition.

The  Company  has incurred, and expects to incur additional, internal  costs  as
well  as  other  expenses to address the necessary software upgrades,  training,
data  conversion,  testing and implementation related to the  Year  2000  issue.
Such  costs  are  being expensed as incurred.  The Company does not  expect  the
amounts  required  to  be expensed to have a material effect  on  its  financial
position  or results of operations.  The Year 2000 issue is expected  to  affect
the  systems  of  various  entities with which the Company  interacts  including
payors, suppliers and vendors.  There can be no assurance that data produced  by
systems  of other entities on which the Company's systems rely will be converted
on  a  timely basis or that a failure by another entity's system to be Year 2000
compliant will not have a material adverse effect on the Company.

New Accounting Pronouncements

In  June  1997, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No. 130,  Reporting  Comprehensive  Income
("Statement 130").  This Statement requires that all items that are required  to
be  recognized under accounting standards as components of comprehensive  income
be  reported in a financial statement that is displayed with the same prominence
as  other  financial statements.  This Statement is effective for  fiscal  years
beginning  after December 15, 1997.  The Company plans to adopt this  accounting
standard as required.  The adoption of this standard will have no impact on  the
Company's  earnings,  financial condition or liquidity,  but  will  require  the
Company to classify items of other comprehensive income in a financial statement
and display the accumulated balance of other comprehensive income separately  in
the equity section of the balance sheet.

In  June  1997, the FASB also issued Statement of Financial Accounting Standards
No.  131,  Disclosures about Segments of an Enterprise and  Related  Information
("Statement  131").   Statement 131 supersedes Statement of Financial  Standards
No.  14,  Financial  Reporting  for  Segments  of  a  Business  Enterprise,  and
establishes new standards for reporting information about operation segments  in
annual  financial statements and requires selected information  about  operating
segments in interim financial reports.  Statement 131 also establishes standards
for  related disclosures about products and services, geographic areas and major
customers.  Statement 131 is effective for periods beginning after December  15,
1997.  This Statement will have no impact on the Company's financial statements,
results of operations, financial condition or liquidity.




                            Part II-Other Information

Item 1.  Legal Proceedings.  Not Applicable.

Item 2.  Changes in Securities and Use of Proceeds.  Not Applicable.

Item 3.  Defaults Upon Senior Securities.  Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.  Not Applicable.

Item 5.  Other Information.  Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K.

a) Exhibits
Exhibit
No.                      Description

10.7  Second Amended and Restated Stock Purchase Agreement dated October
      10, 1997 among Genesis Health Ventures, Inc., The Multicare Companies,
      Inc., Concord Health Group, Inc., Horizon Associates, Inc., Horizon
      Medical Equipment and Supply, Inc., Institutional Health Care
      Services, Inc., Care4, L.P., Concord Pharmacy Services, Inc., Compass
      Health Services, Inc. and Encare of Massachusetts, Inc.
27    Financial Data Schedule

b) Reports on Form 8-K.  Not Applicable.


                                   Signatures


      Pursuant  to the requirements of the Securities Exchange Act of 1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.


                                  The Multicare Companies, Inc.



                                     /S/      GEORGE V. HAGER, JR.
                             By:
                                      George V. Hager, Jr.
                                      Senior Vice President
                                      and Chief Financial Officer




                                      May 13, 1998