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, 1997

        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 #)

        411 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, 1997
          Common Stock ($.01 Par Value)       30,798,551
                                      
<PAGE>                                      
                                      
                        THE MULTICARE COMPANIES, INC.
                                      
                                    Index
                                                              Page

      Special note regarding forward-looking statements       1


Part I.Financial Information

      Consolidated Balance Sheets
      December 31, 1996 and March 31, 1997                    2

      Consolidated Statements of Operations
      Three months ended March 31, 1996 and 1997              3

      Consolidated Statements of Cash Flows
      Three months ended March 31, 1996 and 1997              4

      Notes to Consolidated Financial Statements              5-6

      Management's Discussion and Analysis of Financial
      Condition and Results of Operations                     7-8

Part II.  Other Information                                   9

      Signatures                                              10
                                      
<PAGE>                                      
                        THE MULTICARE COMPANIES, INC.
                                      
                                      
              Special Note Regarding Forward-Looking Statements
                                      
Certain  statements in this Form 10-Q, including information set forth  under
"Item  2.  Management's  Discussion and Analysis of Financial  Condition  and
Results  of  Operations", constitute "Forward-Looking Statements" within  the
meaning  of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act").   The Multicare Companies, Inc. ("Multicare" or the "Company") desires
to  take advantage of certain "safe harbor" provisions of the Reform Act  and
is  including this special note to enable the Company to do so.  Although the
Company believes the assumptions accompanying such forward-looking statements
are  reasonable, there can be no assurance that expected results will  occur.
A  significant  variation between actual results and any of such  assumptions
may  cause  actual results to differ materially from expectations.  Reference
should  be made to Multicare's Annual Report on Form 10-K for the year  ended
December  31,  1996 for more specific information concerning such  risks  and
assumptions.

<PAGE>                           1
<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES
                                      
                         Consolidated Balance Sheets

                      (In thousands, except share data)

<CAPTION>
                                                 December 31,    March 31,
                                                 1996            1997
                                                               (Unaudited) 
<S>                                              <C>              <C>
Assets                                                      
Current assets:
  Cash and cash equivalents                    $ 1,150            4,398
  Accounts receivable, net                       102,234          104,838
  Prepaid expenses and other current assets      14,586           20,677
  Deferred taxes                                 3,833            3,494
      Total current assets                       121,803          133,407

Property, plant and equipment, net               443,019          440,017

Goodwill, net                                    157,298          159,201
Debt issuance costs, net                         4,017            3,544
Other assets                                     35,530           38,571
                                               $ 761,667          774,740

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                             $ 26,948           34,823
  Accrued liabilities                            54,707           52,881
  Current portion of long-term debt              821              811
      Total current liabilities                  82,476           88,515

Long-term debt                                   428,347          416,559
Deferred taxes                                   42,909           42,643
Contingent stock purchase commitment             ---              1,530

Stockholders' equity:
  Preferred stock, par value $.01, 7,000,000
  shares authorized, none issued                 ---
  Common stock, par value $.01, 70,000,000
  shares authorized; 30,133,535 and 30,781,459
  issued and outstanding in 1996 and 1997,
  respectively                                   301              308
  Additional paid-in-capital                     143,513          153,177
  Retained earnings                              64,121           72,008
      Total stockholders' equity                 207,935          225,493
                                               $ 761,667          774,740

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>                           2
<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES
                                      
                    Consolidated Statements of Operations
                                      
                                 (Unaudited)
                                      
                    (In thousands, except per share data)
                                      
<CAPTION>
                                                    Three months ended
                                                        March 31,

                                                    1996       1997
<S>                                               <C>          <C>
Net revenues                                      $ 120,057    168,792

Expenses:
  Operating expense                                 91,037     127,702
  Corporate, general and administrative expense     6,155      8,190
  Lease expense                                     2,733      4,151
  Depreciation and amortization expense             4,654      6,870
  Interest expense, net                             5,463      7,184
  Debenture conversion expense                      ---        785
      Total expenses                                110,042    154,882

      Income before income taxes and
           extraordinary item                       10,015     13,910

  Income tax expense                                3,818      5,150
      Income before extraordinary item              6,197      8,760
  Extraordinary item - loss on extinguishment
      of debt,net of tax benefit                    1,481      873

      Net income                                  $ 4,716      7,887

  Income per common and common
  equivalent share data:
      Income before extraordinary item            $ .23        .28
      
      Net income                                  $ .18        .25
      Weighing average number of common
      and common equivalent shares outstanding      26,523     31,657
  
  Income per common share assuming full dilution:
      Income before extraordinary item            $ .23        .27
      
      Net income                                  $ .18        .24
      Weighted average number of common shares
          outstanding assuming full dilution        26,523     36,111

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>                           3
<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES
                                      
                    Consolidated Statements of Cash Flows
                                      
                                 (Unaudited)
                                      
                               (In thousands)
<CAPTION>                                      
                                                      Three months ended
                                                          March 31,
                                                      1996         1997
     <S>                                            <C>            <C>

     Cash flows from operating activities:
       Net cash (used in) provided by operating
         activities                                 $ (2,434)      12,654
     Cash flows from investing activities:
       Net marketable securities sold                 158          ---
       Assets and operations acquired                 (121,281)    (2,890)
       Capital expenditures                           (15,916)     (15,220)
       Proceeds from repayment of construction
         advances                                     ---          13,100
       Other assets                                   2,781        (3,258)
            Net cash used in investing activities     (134,258)    (8,268)
     Cash flows from financing activities:
       Proceeds from exercise of stock options and
       stock purchase plan                            29           201
       Proceeds from long-term debt                   164,800      53,600
       Payments of long-term debt                     (26,987)     (54,773)
       Debt issuance costs                            (1,850)      (166)
       Other                                          (82)         ---
            Net cash provided by (used in)
             financing activities                     135,910      (1,138)
     
            (Decrease) increase in cash and cash
             equivalents                              (782)        3,248
     
     Cash and cash equivalents at beginning of
      period                                          3,921        1,150
     Cash and cash equivalents at end of period     $ 3,139        4,398
     
</TABLE>
     See accompanying notes to consolidated financial statements.
                                      
<PAGE>                           4
                                      
                                      
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES
                                      
                 Notes to Consolidated Financial Statements
                                      
                               March 31, 1997
                                      
                                 (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, institutional
     pharmacies, medical supply companies, outpatient rehabilitation  centers
     and other ancillary healthcare businesses.
     
     The  financial information as of March 31, 1997 and for the three months
     ended  March  31, 1996 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, 1997 and the operating results and cash  flows
     for the three months ended March 31, 1996 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 year ended December 31,
     1996.
     
 (2) Commitments and Contingencies

     There  are numerous legislative and executive initiatives at the federal
     and state levels for comprehensive reforms affecting the payment for and
     availability  of  healthcare  services,  including  without   limitation
     discussions  at the federal level concerning budget reductions  and  the
     implementation  of  prospective payment systems  for  the  Medicare  and
     Medicaid  programs.   The Company is unable to  predict  the  impact  of
     healthcare reform proposals on the Company; however, it is possible that
     such proposals could have a material adverse effect on the Company.  Any
     changes  in  reimbursement levels under Medicaid and  Medicare  and  any
     changes in applicable government regulations could significantly  affect
     the  profitability  of  the Company.  Various cost containment  measures
     adopted  by governmental pay sources have begun to limit the  scope  and
     amount   of  reimbursable  healthcare  expenses.   Additional  measures,
     including  measures that have already been proposed in states  in  which
     the  Company operates, may be adopted in the future as federal and state
     governments attempt to control escalating healthcare costs.   There  can
     be no assurance that currently proposed or future healthcare legislation
     or other changes in the administration or interpretation of governmental
     healthcare  programs  will not have a material  adverse  effect  on  the
     Company.   In particular, changes to the Medicare reimbursement  program
     that  have been proposed could materially adversely affect the Company's
     revenues derived from ancillary services.

     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.

<PAGE>                           5

(3)  Financing Obligations

     In  January  1997  the  Company purchased $6,500  of  its  12.5%  Senior
     Subordinated  Notes resulting in an extraordinary charge  after  tax  of
     $873  for  premiums paid above the recorded values and the write-off  of
     debt  issuance  costs  and original issue discounts.   In  addition,  in
     January  1997  $11,000 of the Company's 7% Convertible  Debentures  were
     converted  into common stock and convertible debenture expense  of  $785
     was recorded relating to premiums paid upon conversion.

(4)  Capital Stock and Net Income Per Share

     In  May  1996, the Company effected a three-for two stock split  in  the
     form  of  a  50%  stock dividend.  All references to average  number  of
     shares  outstanding and per share amounts have been restated to  reflect
     the stock split.  The computation of primary earnings per share is based
     on  the  weighted average number of outstanding shares during the period
     and  includes  when  their effect is dilutive, common stock  equivalents
     consisting  of  certain shares subject to stock options.  Fully  diluted
     earning  per share additionally assumes the conversion of the  Company's
     Convertible Subordinated Debentures.
     
     Net  income used in the computation of fully diluted earnings per  share
     was  determined  on the assumption that the convertible debentures  were
     converted  and  net  income  was adjusted for the  amounts  representing
     interest and amortization of debt issuance costs, net of tax effect.

     In  February  1997  the  Financial  Accounting  Standards  Board  issued
     Statement No. 128, "Earnings per Share," ("FASB 128") which is  required
     to  be adopted on December 31, 1997.  At that time, the Company will  be
     required  to  change the method currently used to compute  earnings  per
     share  and to restate all prior periods.  The impact of FASB 128 on  the
     calculation  of  earnings  per  share amounts  is  not  expected  to  be
     material.
     
     In  March  1997  the Company issued put option on 87,400 shares  of  its
     common stock.  As of March 31, 1997 the balance in the contingent  stock
     purchase  commitment is the amount the Company would have been obligated
     to pay if the put options were exercised.
     
(5)  Acquisitions

     In  February  1996,  the  Company completed the acquisition  of  Concord
     Health  Group,  Inc.  (Concord).  The Company acquired  the  outstanding
     capital   stock  and  warrants  of  Concord  for  approximately  $75,000
     including  transaction costs, repaid approximately $41,000 of debt,  and
     assumed   historical  debt  of  approximately  $4,000.   Total  goodwill
     approximated $61,000.

     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 $29,900.

     The following unaudited pro forma financial information gives effect  to
     the acquisitions of Concord and ADS as if such transactions occurred  on
     January 1, 1996:
<TABLE>
     
                                                        Pro forma
                                                        Three months ended
                                                        March 31, 1996
     <S>                                                  <C>
     Net revenues                                         $ 142,214
     Income before extraordinary item                       6,774
     Net income                                             5,293
     Income before extraordinary item per common and
          common equivalent share assuming full dilution    .25
     Net income per common and common
          equivalent share assuming full dilution           .20

</TABLE>
          
     
<PAGE>                           6


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

General

The   Company   has   experienced  significant  growth,   primarily   through
acquisitions  of  long-term  care facilities  and  ancillary  businesses  and
increased  utilization of specialty medical services.  It  is  the  Company's
strategy to expand through construction and development of new facilities and
selective   acquisitions   with   geographically   concentrated   operations.
Summarized below are the recent significant acquisitions completed in 1996:

          -In  February  1996,  the Company acquired the outstanding  capital
          stock  of  Concord  Health Group, Inc., a long-term  care  provider
          through 15 long-term care facilities with approximately 2,600  beds
          and ancillary businesses in Pennsylvania.
     
          -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.

Results of Operations

Three  Months Ended March 31, 1997 Compared to Three Months Ended  March  31,
1996

Net  Revenues.   Net  revenues for the first quarter  ended  March  31,  1997
increased  41%  or  $48.7 million to $168.8 million.   Of  the  net  revenues
increase, 28% is primarily attributable to the inclusion of results  for  the
Company's recent acquisitions.  The internal growth rate of revenues amounted
to 13% in the first quarter of 1997, resulting mainly from increases in payor
rates  and changes in census mix, development and opening of additional beds,
and  growth in specialty medical service revenue.  Specialty medical services
revenues  which include institutional pharmacy, subacute care, rehabilitative
therapies  and  medical  supplies increased 41% or  $18.8  million  to  $64.1
million  in the first quarter of 1997. The Company's quality mix of  private,
Medicare  and  insurance revenues was 67% of revenues for  the  three  months
ended  March  31,  1997  compared  to 64% in  the  similar  period  of  1996.
Occupancy  rates were 90% for the three months ended March 31, 1997  compared
to 92% in the similar period of 1996.

Operating  Expense  and  Margins.  Operating  expenses  increased  to  $127.7
million for the three months ended March 31, 1997 from $91.0 million for  the
comparable  period in 1996, an increase of $36.7 million or  40%.   Salaries,
wages  and  benefits  increased to $80.8 million for the three  months  ended
March  31,  1997  from $60.0 million for the comparable period  in  1996,  an
increase of $20.8 million or 35%.  Of this increase, $13.9 million was due to
the acquisitions previously described.  The remainder of the increase was due
to  the  expanded  utilization of salaried therapists  and  nursing  staffing
levels to support higher usage of specialty medical services, in addition  to
cost  of  living  increases.   Other operating expenses  increased  to  $46.9
million for the three months ended March 31, 1997 from $31.0 million for  the
comparable  period  in  1996, an increase of $15.9  million  or  51%.   Other
operating  expenses include independent contractor fees for therapy,  dietary
supplies  and  food, utilities, facility maintenance and  housekeeping.   The
increase  in these expenses was due principally to the inclusion of   results
for the recent acquisitions.

Operating  margins before interest and debenture conversion expense  remained
consistent at 13% of net revenues for the three months ended March  31,  1997
and 1996. Income before interest, taxes, depreciation, amortization and lease
expense  (EBITDAR) also remained consistent at 19% of net  revenues  for  the
three months ended March 31, 1997 and 1996.

Corporate,  General  and  Administrative  Expense.   Corporate,  general  and
administrative  expense  remained  consistent  at  approximately  5%  of  net
revenues  for  the three months ended March 31, 1996 and 1997.  The  expenses
include resources devoted to operations, finance, accounting, and information
systems  in order to support the new acquisitions and for present and planned
growth.

Lease  Expense.  Lease expense increased to $4.2 million in the first quarter
of  1997  from $2.7 million in the same period of 1996, an increase  of  $1.5
million.   The  increase was primarily due to the inclusion of lease  expense
relating to a recent acquisition.

<PAGE>                           7


Depreciation   and  Amortization  Expense.   Depreciation  and   amortization
increased  to $6.9 million in the first quarter of 1997 from $4.7 million  in
the  same  period  of 1996, an increase of $2.2 million.   The  increase  was
primarily  due  to  the  inclusion of depreciation and amortization  for  the
recent acquisitions.

Interest  Expense,  net.   Interest expense for the  first  quarter  of  1997
increased  32%  or $1.7 million to $7.2 million, primarily  as  a  result  of
increased  borrowings  under  the  Company's  various  credit  agreements  in
connection with the financing of recent acquisitions.

Debenture  Conversion Expense.  Debenture conversion expense  for  the  first
quarter  of  1997 relates to the premium paid in January 1997 to convert  $11
million of convertible debentures into common stock.

Liquidity and Capital Resources

The  Company  maintains that working capital from operating  cash  flows  and
lines  of  credit are adequate for continuing operations, debt payments,  and
anticipated capital expenditures.  At March 31, 1997, the Company had working
capital of $44.9 million, compared to $39.3 million at December 31, 1996.

In  January  1997  the  Company purchased $6.5 million of  its  12.5%  Senior
Subordinated Notes resulting in annual interest savings of over  $.4  million
based  on  the  Company's incremental borrowing rate  under  existing  credit
lines.  In addition, in January 1997 $11 million of the Company's Convertible
Debentures were converted into common stock.

Cash  flow from operations was $12.7 million for the three months ended March
31,  1997  compared  to  cash  used in operations  of  $2.4  million  in  the
comparable  period of 1996.  The increase in operating cash flow is  due,  in
part, to improved collection of accounts receivable.  Net accounts receivable
were  $104.8 million at March 31, 1997 compared to $102.2 million at December
31,  1996.   The increase in net accounts receivable is attributable  to  the
recent acquisitions, the utilization of specialty medical services for higher
acuity  level patients, and the timing of third-party interim and  settlement
payments.   The allowance for doubtful accounts represents approximately  10%
of  gross  accounts  receivable at March 31,  1997  and  December  31,  1996.
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.

There  are numerous legislative and executive initiatives at the federal  and
state  levels  for  comprehensive  reforms  affecting  the  payment  for  and
availability of healthcare services, including without limitation discussions
at  the federal level concerning budget reductions and the implementation  of
prospective  payment  systems for the Medicare and  Medicaid  programs.   The
Company is unable to predict the impact of healthcare reform proposals on the
Company;  however, it is possible that such proposals could have  a  material
adverse  effect  on the Company.  Any changes in reimbursement  levels  under
Medicaid  and  Medicare and any changes in applicable government  regulations
could  significantly affect the profitability of the Company.   Various  cost
containment measures adopted by governmental pay sources have begun to  limit
the  scope  and  amount  of  reimbursable  healthcare  expenses.   Additional
measures,  including measures that have already been proposed  in  states  in
which the Company operates, may be adopted in the future as federal and state
governments attempt to control escalating healthcare costs.  There can be  no
assurance that currently proposed or future healthcare legislation  or  other
changes  in  the administration or interpretation of governmental  healthcare
programs  will  not  have  a  material adverse effect  on  the  Company.   In
particular,  changes  to the Medicare reimbursement program  that  have  been
proposed  could  materially adversely affect the Company's  revenues  derived
from ancillary services.

The   Company  plans  to  continue  its  growth  oriented  strategy  for  the
foreseeable future.  The Company anticipates using operating cash flows, bank
credit  facilities, leasing arrangements, and the sale of additional debt  or
equity securities to finance its growth.  The Company anticipates its capital
requirements  for  the construction of new facilities and the  expansion  and
renovation  of existing facilities to approximate $60 million over  the  next
twelve months based on existing construction commitments and plans.

<PAGE>                           8


                          Part II-Other Information


Item 6.  (a) Exhibits.
      
          Exhibit No.
          11    Statement re computation of earnings per share
          27    Financial Data Schedule
      
          (b) None.

<PAGE>                           9
                                      
                                      
                                 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\  STEPHEN R. BAKER 

                                By:  STEPHEN R. BAKER

                                   Stephen R. Baker
                                 Executive Vice President
                                 and Chief Financial Officer




May 14, 1997

<PAGE>                           10
                                                                             
                                                                   EXHIBIT 11
<TABLE>
                                      
                                      
                        The Multicare Companies, Inc.
                      Computation of earnings per share
                                      
                               March 31, 1997
                                      
                                 (Unaudited)
                                      
                    (in thousands, except per share data)
                                      
                                      
<CAPTION>                                      
                                                        Three months ended
                                                        March 31, 1997
<S>                                                     <C>

Income per common and common equivalent share:
  Income before extraordinary item                      $ 8,760
  Net Income                                            $ 7,887

  Weighted average number of common and common
     equivalent shares outstanding                        31,657
  Income before extraordinary item per common
     and common equivalent share                        $ .28
  Net income per common and common equivalent share     $ .25

Income per common and common equivalent share assuming
full dilution:
  Income before extraordinary item                      $ 8,760

  Net income                                            $ 7,887
  Adjustments to income:
  Interest expense and amortization of debt issuance
     costs relating to convertible debt, net of tax     $ 876
  Adjusted net income                                   $ 8,763

  Weighted average number of common and common
     equivalent shares outstanding                        31,657
  Convertible debt shares                                 4,454
  Adjusted shares                                         36,111

Income before extraordinary item per common share
  assuming full dilution                                $ .27

Net income per common share assuming full dilution      $ .24
</TABLE>