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 June 30, 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 August 13, 1997
Common Stock ($.01 Par Value)                     30,913,962



                        THE MULTICARE COMPANIES, INC.

                                    Index
                                                       Page

Special note regarding forward-looking statements      1


Part I.        Financial Information

Consolidated Balance Sheets
December 31, 1996 and June 30, 1997                    2

Consolidated Statements of Operations
Three and six months ended June 30, 1996 and 1997      3

Consolidated Statements of Cash Flows
Six months ended June 30, 1996 and 1997                4

Notes to Consolidated Financial Statements             5-7

Management's Discussion and Analysis of Financial
Condition and Results of Operations                    8-10

Part II.  Other Information                            11

Signatures                                             12


<PAGE 1>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES


              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 2>
<TABLE>
                         THE MULTICARE COMPANIES, INC.
                               AND SUBSIDIARIES

                          Consolidated Balance Sheets

                       (In thousands, except share data)

<CAPTION>
                                                  December 31,  June 30,
                                                     1996         1997
                                                              (Unaudited)
     <S>                                           <C>         <C>

              Assets
     Current assets:
     Cash and cash equivalents                     $    1,150    3,293
     Accounts receivable, net                         102,234  121,267
     Prepaid expenses and other current assets         18,419   21,292
     Total current assets                             121,803  145,852

     Property, plant and equipment, net               443,019  447,817

     Goodwill, net                                    157,298  170,804
     Other assets                                      39,547   43,412
                                                   $  761,667  807,885

        Liabilities and Stockholders' Equity
     Current liabilities:
     Accounts payable                              $   26,948   34,490
     Accrued liabilities                               54,707   59,369
     Current portion of long-term debt                    821      643
     Total current liabilities                         82,476   94,502

     Long-term debt                                   428,347  432,689
     Deferred taxes                                    42,909   42,371
     Contingent stock purchase commitment                 ---      765

     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
     30,831,459 issued and outstanding in 1996
     and 1997, respectively                               301      308
     Additional paid-in-capital                       143,513  155,061
     Retained earnings                                 64,121   82,189
     Total stockholders' equity                       207,935  237,558
                                                   $  761,667  807,885
</TABLE>

     See accompanying notes to consolidated financial statements.

<PAGE 3>
<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                    Consolidated Statements of Operations

                                 (Unaudited)

                    (In thousands, except per share data)



<CAPTION>
                                            Three months      Six months
                                               ended             ended
                                              June 30,         June 30,

                                            1996     1997     1996     1997
  <S>                                  <C>        <C>      <C>      <C>

  Net revenues                         $ 131,889  179,164  251,946  347,956


  Expenses:
  Operating expense                       99,432  135,598  190,469  263,300
  Corporate, general and
  administrative expense                   6,258    8,901   12,413   17,091
  Lease expense                            3,036    4,207    5,769    8,358
  Depreciation and amortization
  expense                                  5,553    7,213   10,207   14,083
  Interest expense, net                    6,621    6,984   12,084   14,168
  Debenture conversion expense               ---      ---      ---      785
  Total expenses                         120,900  162,903  230,942  317,785


  Income before income taxes and
  extraordinary item                      10,989   16,261   21,004   30,171

  Income tax expense                       4,209    6,080    8,027   11,230
  Income before extraordinary item         6,780   10,181   12,977   18,941
  Extraordinary item - loss on
  extinguishment of  debt, net of tax
  benefit                                    ---       --    1,481      873

  Net income                            $  6,780   10,181   11,496   18,068

  Income per common and common
  equivalent share data:
  Income before extraordinary item      $    .25      .32      .47      .59

  Net income                            $    .25      .32      .42      .57
  Weighing average number of common
  and common equivalent shares
  outstanding                             27,589   32,031   27,446   31,845


  Income per common share assuming
  full dilution:
  Income before extraordinary item      $    .24      .30      .46      .56

  Net income                            $    .24      .30      .41      .54
  Weighted average number of common
  shares outstanding assuming full
  dilution                                32,565   36,656   32,511   36,652
</TABLE>


  See accompanying notes to consolidated financial statements.

<PAGE 4>
<TABLE>
                          THE MULTICARE COMPANIES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

                                 (In thousands)
<CAPTION>
                                                       Six months ended
                                                           June 30,

                                                         1996      1997
<S>                                               <C>          <C>

Cash flows from operating activities:
Net cash provided by operating activities         $     6,217    21,762

Cash flows from investing activities:
Net marketable securities sold                            202       ---
Assets and operations acquired                      (122,940)  (14,932)
Capital expenditures                                 (28,787)  (28,077)
Proceeds from repayment of construction advances          ---    13,100
Other assets                                          (2,201)   (5,632)
Net cash used in investing activities               (153,726)  (35,541)

Cash flows from financing activities:
Proceeds from exercise of stock options and
stock purchase plan                                       128       913
Proceeds from long-term debt                          193,700   101,900
Payments of long-term debt                           (45,871)  (86,837)
Debt issuance costs                                   (2,406)     (188)
Other                                                      71       134
Net cash provided by financing activities             145,622    15,922

(Decrease) increase in cash and cash equivalents      (1,887)     2,143

Cash and cash equivalents at beginning of period        3,921     1,150
Cash and cash equivalents at end of period        $     2,034     3,293
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE 5>

                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                                June 30, 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 June 30, 1997 and for  the  three  and  six
months  ended June 30, 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  June
30,  1997  and  the operating results and cash flows for the  three  and  six
months  ended  June 30, 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)  Pending Merger

On June 16, 1997 the Company entered into a definitive merger agreement under
which  Genesis ElderCare Acquisition Corp. (GEC), a company formed by Genesis
Health  Ventures,  Inc. (Genesis), The Cypress Group LLC  (Cypress)  and  The
Texas  Pacific Group (TPG), will acquire the Company for $28.00 per share  in
cash.   In  accordance with the terms of the agreement, GEC has  commenced  a
tender  offer  to acquire all of the Company's outstanding shares  of  common
stock at a price of $28.00 per share.  The transaction is subject to a number
of  conditions including required regulatory approvals and other  conditions.
The  merger agreement provides that it will terminate on September  15,  1997
(subject   to   extension  by  GEC  to  October  15,  1997,   under   certain
circumstances), unless extended by the Company and GEC.  For more information
regarding  the merger agreement, reference is made to the Company's  Schedule
14D-9 dated June 20, 1997.

(3) 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.

<PAGE 6>

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)  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 options on 43,700 shares of its  common
stock  which expire September 30, 1997.  As of June 30, 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  A.D.S. Group
(A.D.S.).  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 A.D.S..   Total  goodwill
approximated $29,900.

<PAGE 7>

The  following unaudited pro forma financial information gives effect to  the
acquisitions of Concord and A.D.S. as if such transactions occurred on January
1, 1996:
<TABLE>
<CAPTION>
                                                          Pro forma
                                                       Six months ended
                                                        June 30, 1996

  <S>                                                  <C>

  Net revenues                                         $     288,512
  Income before extraordinary item                            14,280
  Net income                                                  12,799
  Income  before extraordinary item per common  and
  common equivalent share assuming full dilution                 .49
  Net income per common and common equivalent share
  assuming full dilution                                         .45
</TABLE>

<PAGE 8>


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 A.D.S  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

Net  Revenues.  Net revenues for the six months ended June 30, 1997 increased
38%  or $96.0 million from the same period last year to $348.0 million.   Net
revenues  for the quarter ended June 30, 1997 increased 36% or $47.3  million
from the same period last year to $179.2 million.

Of  the net revenues increase for the six months ended June 30, 1997, 24%  is
attributable   to   the  inclusion  of  results  for  the  Company's   recent
acquisitions.  The internal growth rate of revenues amounted to  14%  in  the
six  months  ended  June 30, 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 revenues.  The revenues increase for
the  quarter  ended June 30, 1997 was due to results from recent acquisitions
of 21% and internal growth of 15%.

The Company's quality mix of private, Medicare and insurance revenues was 67%
of  revenues  for the six months and quarter ended June 30, 1997 compared  to
64%  in  the  similar periods of 1996. Occupancy rates were 91% for  the  six
months  ended  June 30, 1997 compared to 92% in the similar period  of  1996.
Occupancy rates were 92% for the three months ended June 30, 1997 and 1996.

Operating  Expense and Margins.  Operating expenses for the six months  ended
June  30,  1997 increased 38% or $72.8 million from the comparable period  in
1996  to $263.3 million.  Operating expenses for the three months ended  June
30, 1997 increased 36% or $36.2 million from the comparable period in 1996 to
$135.6  million.  The increases in operating expenses for the six  and  three
month  periods ended June 30, 1997 reflect the inclusion of results  for  the
recent  acquisitions of $46.2 million and $20.2 million,  respectively.   The
remainder of the increase resulted primarily from higher salaries, wages  and
benefits  for  cost  of  living  increases and the  expanded  utilization  of
salaried  therapists  and nursing staffing levels to support  higher  patient
acuities and more complex product lines.

Operating  margins before interest and debenture conversion expense  remained
consistent at 13% of net revenues for the three and six months ended June 30,
1997 and 1996. Income before interest, taxes, depreciation, amortization  and
lease  expense (EBITDAR) remained consistent at 19% of net revenues  for  the
six  months  ended  June  30, 1997 and 1996. Income before  interest,  taxes,
depreciation, amortization and lease expense (EBITDAR) is 19% of net revenues
for  the  three  months ended June 30, 1997 and 20% of net revenues  for  the
three months ended June 30, 1996.

Corporate,  General  and  Administrative  Expense.   Corporate,  general  and
administrative  expense  remained  consistent  at  approximately  5%  of  net
revenues  for the three and six month periods ended June 30, 1996  and  1997.
The  expenses include resources devoted to operations, finance,  legal,  risk
management,  and  information  systems in  order  to  support  the  Company's
operations.

Lease  Expense.   Lease  expense  for the six  months  ended  June  30,  1997
increased 45% or $2.6 million from the same period last year to $8.4 million.
In  the  second quarter of 1997 lease expense increased 39% or  $1.2  million
from the same period last year to $4.2 million.  The increases were primarily
due to the inclusion of lease expense relating to a recent acquisition.

<PAGE 9>

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

Depreciation and Amortization Expense.  Depreciation and amortization expense
for the six months ended June 30, 1997 increased 38% to $14.1 million and 30%
to  $7.2  million  from the comparable periods in 1996.  The  increases  were
primarily  due to the inclusion of depreciation and amortization relating  to
recent acquisitions.

Interest  Expense, net.  Net interest expense for the six months  ended  June
30,  1997 increased 17% from the same period in 1996 to $14.2 million,  while
net  interest expense for the second quarter of 1997 increased  5%  to  $7.0
million  from  the  same period a year ago.  This is primarily  a  result  of
increased  borrowings under the Company's credit facility in connection  with
the  financing of recent acquisitions.  These increases have been  offset  by
decreases  relating to the conversion of the Company's convertible  debt  and
the purchase of the Company's senior notes.

Debenture  Conversion  Expense.  Debenture conversion  expense  for  the  six
months  ended  June 30, 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 believes that working capital from operating cash flows and lines
of   credit  are  adequate  for  continuing  operations,  debt  service,  and
anticipated capital expenditures.  At June 30, 1997, the Company had  working
capital of $51.4 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  more  than  $.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 $21.8 million for the six months ended June 30,
1997  compared  to  cash from operations of $6.2 million  in  the  comparable
period of 1996.  Net accounts receivable were $121.3 million at June 30, 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 8% and 10% of gross  accounts
receivable   at   June 30,  1997  and  December  31,  1996,   respectively.
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.

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 10>

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

On June 16, 1997 the Company entered into a definitive merger agreement under
which  Genesis ElderCare Acquisition Corp. (GEC), a company formed by Genesis
Health  Ventures,  Inc. (Genesis), The Cypress Group LLC  (Cypress)  and  The
Texas  Pacific Group (TPG), will acquire the Company for $28.00 per share  in
cash.   In  accordance with the terms of the agreement, GEC has  commenced  a
tender  offer  to acquire all of the Company's outstanding shares  of  common
stock.  Upon consummation of the tender offer a change of control will  occur
under  the  Company's credit agreement and the indenture governing its  12.5%
Senior Subordinated Notes, as well as certain leases and financings to  which
the Company or its subsidiaries is a party, and the Company will be obligated
to  repay  outstanding  amounts thereunder.  The transaction  is  subject  to
required regulatory approvals and other conditions.

<PAGE 11>

                          Part II-Other Information


Item 4.  Submission of Matters to a Vote of Security Holders.

(a)  The Annual Meeting of Stockholders was held on May 14, 1997.

(b)  The following matters were voted upon and approved at the Annual Meeting
of Stockholders: (i)  the election of three directors with 28,496,756 votes
cast in favor and 71,027 negative votes; (ii )  a proposal to amend the
Company's Amended and Restated 1993 Stock Option Plan with 18,298,447 votes
cast in favor, 8,244,585 negative votes and, 10,800 abstentions and 2,013,951
non-votes; (iii)  a proposal to ratify the appointment of KPMG Peat Marwick
LLP as the Company's independent auditors for the year ending December 31,
1997 with 28,258,135 votes cast in favor, 6,120 negative votes and 303,528
abstentions.

Item 5.  Other Information.

On June 16, 1997 the Company entered into a definitive merger agreement under
which  a  company  formed  by Genesis Health Ventures,  Inc.  (Genesis),  The
Cypress  Group LLC (Cypress) and The Texas Pacific Group (TPG)  will  acquire
the  Company for $28.00 per share in cash.  In accordance with the  terms  of
the  agreement,  GEC  has commenced a tender offer  to  acquire  all  of  the
Company's outstanding shares of common stock.  The transaction is subject  to
required  regulatory  approvals and other conditions.  The  merger  agreement
provides  that it will terminate on September 15, 1997 (subject to  extension
by  GEC to October 15, 1997, under certain circumstances), unless extended by
the Company and GEC.

Item 6.
(a)  Exhibits.
     Exhibit No.
2.1       Agreement and Plan of Merger, dated as of June 16, 1997, among The
Multicare Companies, Inc. and Genesis ElderCare Corp. (f.k.a. Waltz Corp.)
and Genesis ElderCare Acquisition Corp. (f.k.a. Waltz Acquisition Corp.) *
2.2       Tender Agreement and Irrevocable Proxy, dated as of June 16, 1997,
among Genesis ElderCare Corp. (f.k.a. Waltz Corp.), Genesis ElderCare
Acquisition Corp. (f.k.a. Waltz Acquisition Corp.) and Moshael J. Straus.*
2.3       Tender Agreement and Irrevocable Proxy, dated as of June 16, 1997,
among Genesis ElderCare Corp. (f.k.a. Waltz Corp.), Genesis ElderCare
Acquisition Corp. (f.k.a. Waltz Acquisition Corp.) and Daniel E. Straus.*
11        Statement re computation of per share earnings
27        Financial Data Schedule
99        Press Release dated June 16, 1997



* Incorporated by reference from the Company's Schedule 14D-9, dated June 20,
1997.


<PAGE 12>

                                 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.



                                   STEPHEN R. BAKER
                              By:  ______________________________
                                   Stephen R. Baker
                                   Executive Vice President
                                   and Chief Financial Officer




August 13, 1997