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 December 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 #)

      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 February 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 December 31, 1997                   2

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

            Consolidated Statements of Cash Flows
            Three months ended December 31, 1996 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.

<PAGE> 1

                        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       December
                                                     30,            31,
                                                    1997            1997
                                                 (Predecessor
                                                 Company)
 <S>                                          <C>               <C>

           Assets
 Current assets:
 Cash and cash equivalents                    $    2,118            1,564
 Accounts receivable, net                        119,522          129,472
 Prepaid expenses and other current assets        21,808           19,536
 Deferred taxes                                    2,806           22,464
 Total current assets                            146,254          173,036

 Property, plant and equipment, net              460,800          717,685

 Goodwill, net                                   171,324          768,026
 Other assets                                     44,755           63,101
                                              $  823,133        1,721,848

    Liabilities and Stockholders' Equity
 Current liabilities:
 Accounts payable                             $   28,863           31,202
 Accrued liabilities                              64,944           82,890
 Current portion of long-term debt                   625           20,220
 Total current liabilities                        94,432          134,312

 Long-term debt                                  423,421          751,187
 Deferred taxes                                   42,106           85,756
 Other                                               ---            4,235

 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 December 31, 1997, respectively;
 31,731,963 and 100 issued and outstanding           317              ---
 at September 30, 1997 and December 31,
 1997, respectively
 Additional paid-in-capital                      170,858          745,000
 Retained earnings                                91,999            1,358
 Total stockholders' equity                      263,174          746,358
                                              $  823,133        1,721,848
</TABLE>


 See accompanying notes to consolidated financial statements.

 <PAGE> 2
<TABLE>

                      THE MULTICARE COMPANIES, INC.
                            AND SUBSIDIARIES

                  Consolidated Statements of Operations

                               (Unaudited)

                             (In thousands)
<CAPTION>
                                                    Three months ended
                                                       December 31,

                                                    1996          1997
                                                 (Predecessor
                                                  Company)
 <S>                                              <C>                <C>

 Net revenues                                     $  145,340         185,778

 Expenses:
 Operating expense                                   109,403         141,343
 Corporate, general and administrative expense         6,781             ---
 Management fee                                          ---          11,645
 Depreciation and amortization expense                 6,296          11,784
 Lease expense                                         3,236           3,443
 Interest expense, net                                 6,217          14,718
 Total expenses                                      131,933         182,933

 Earnings before income taxes and extraordinary
 item                                                 13,407           2,845

 Income taxes                                          5,065           1,487
 Earnings before extraordinary item                    8,342           1,358
 Extraordinary item - loss on extinguishment of
 debt, net of tax benefit                              1,346             ---

 Net income                                        $   6,996           1,358
</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
                                                        December 31,
 <S>                                               <C>            <C>

                                                   (Predecessor
                                                   Company)
                                                      1996          1997
 Cash flows from operating activities:
 Net cash provided by operating activities         $  31,165        12,423

 Cash flows from investing activities:
 Assets and operations acquired                      (70,127)          ---
 Capital expenditures                                (14,925)      (11,391)
 Other assets                                         (2,559)      (11,981)
 Net cash used in investing activities               (87,611)      (23,372)

 Cash flows from financing activities:
 Proceeds from issuance of common stock               51,942           ---
 Proceeds from exercise of stock options and             276           ---
 stock purchase plan
 Equity contribution                                     ---       745,000
 Proceeds from sale of therapy business                  ---        24,000
 Purchase of shares in tender offer                      ---      (921,326)
 Proceeds from long-term debt                        344,781      1,608,675
 Payments of long-term debt                         (340,408)      (333,155)
 Debt and other financing obligation repayments
 in connection with merger                               ---       (988,012)
 Severance, option payouts and transaction fees
 in connection with merger                               ---       (103,205)
 Debt issuance costs in connection with merger          (888)       (21,582)
 Net cash provided by financing activities            55,703         10,395

 Decrease in cash and cash equivalents                  (743)          (554)

 Cash and cash equivalents at beginning of period      1,893          2,118
 Cash and cash equivalents at end of period         $  1,150          1,564
</TABLE>

 See accompanying notes to consolidated financial
 statements.

<PAGE) 4

                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                              December 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, and other ancillary healthcare businesses.

The  financial information as of December 31, 1997 and for the  three  months
ended  December  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
December  31,  1997 and the operating results and cash flows  for  the  three
months ended December 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 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.


(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.

<PAGE> 5
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) $1,992 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  will  acquire  all  of  the
outstanding  capital  stock  and  limited  partnership  interest  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  expects  to  complete  the
Pharmacy Sale in the first calendar quarter of 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.
<PAGE> 6

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 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 $30,700.

The  following 1996 pro forma financial information has been prepared  as  if
the  A.D.S acquisition, the Merger and the Pharmacy Sale had been consummated
on  October 1, 1996.  The following 1997 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>
                                   For the three months ended
                                    December        December
                                       31,            31,
                                      1996            1997
 <S>                            <C>              <C>
 Net revenues                   $   147,305      $   168,734
 Earnings before extraordinary      (7,387)              561
 item
 Net income                     $   (8,733)      $       268
</TABLE>

(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

<PAGE> 7
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 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)  Subsequent Events

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  per residential  unit in
each assisted living facility covered by a minimum  rent lease.

<PAGE> 8
The  Company  enters  into interest rate swap agreements to  manage  interest
costs  and  risks  associated with changing interest  rates.   Subsequent  to
September  30,  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  5.65%
and receives quarterly payments at a floating rate based on three month LIBOR
(approximately 5.78% at February 10, 1998).

<PAGE> 9
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  has  been  the
Company'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 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.

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
constitute 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.

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 dated as of October 14, 1997.

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.

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  will
acquire  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
expects to complete the Pharmacy Sale in the first calendar quarter of 1998.

<PAGE> 10
Results of Operations

Net  Revenues.   Net  revenues for the three months ended December  31,  1997
increased  28%  or  $40.4 million from the same period last  year  to  $185.8
million.

The  internal  growth rate of revenues amounted to 15% in  the  three  months
ended  December 31, 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.   Inclusion  of  results  for  the
Company's recent acquisitions accounted for 13% of the net revenues increase.

The Company's quality mix of private, Medicare and insurance revenues was 67%
of  net revenues for the three months ended December 31, 1997 compared to 65%
in  the  similar period of last year. Occupancy rates were 92% for the  three
months ended December 31, 1997 compared to 91% in the similar period of  last
year.

Operating  Expense.  Operating expenses for the three months  ended  December
31,  1997 increased 29% or $31.9 million from the comparable period last year
to $141.3 million. Inclusion of results for the Company's recent acquisitions
accounted  for  11%  of  the increase in operating expenses.   The  remaining
increase resulted primarily from higher salaries, wages and benefits and  the
expanded  utilization of salaried therapists and 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 1996
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 December  31,  1997
increased  6%  to $3.4 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  months ended December 31, 1997 increased 87% from  the  same
period in 1996 to $11.8 million.  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  months  ended
December  31,  1997 increased $8.5 million from the same period  in  1996  to
$14.7  million.   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 three months ended December 31, 1997 from 38% 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 December 31, 1997, the Company had working capital
of $38.7 million, compared to $51.8 million at September 30, 1997.

Cash  flow  from  operations was $12.4 million for  the  three  months  ended
December  31, 1997 compared to cash flow from operations of $31.2 million  in
the  comparable period of 1996. 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, offset by the elimination of
corporate, general and administrative expenses. Net accounts receivable  were
$129.5  million at December 31, 1997 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. 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.

<PAGE> 11
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
constitute 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.

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 will 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.

<PAGE> 12
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  February 13, 1998, there is approximately $489 million outstanding  under
the  Senior  Facilities and approximately $27.6 million available  under  the
Senior   Facilities  after  giving  effect  to  approximately  $1.7   million
outstanding letters of credit.

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 and one of its wholly-owned subsidiaries entered
into   a  stock  purchase  agreement  with  Multicare  and  certain  of   its
subsidiaries  pursuant to which Genesis will acquire 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 expects to complete the Pharmacy Sale  in
the first calendar quarter of 1998.

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

<PAGE> 13
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.

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  $30  million  over  the next twelve  months  based  on  existing
construction commitments and plans.

<PAGE> 14

                          Part II-Other Information

Item 1.Legal Proceedings.  None.

Item 2.Changes in Securities.  None.

Item 3.Defaults Upon Senior Securities.  None.

Item 4.Submission of Matters to a Vote of Security Holders.  None.

Item 5.Other Information.  None.

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

a)Exhibits
Exhibit
No.          Description

(1)  2.1    Agreement and Plan of Merger dated June 16, 1997 by and among
Genesis ElderCare Corp., Genesis ElderCare Acquisition Corp., Genesis Health
Ventures, Inc. and The Multicare Companies, Inc.
(2) 10.1    Third Amended and Restated Credit Agreement dated October 9, 1997
to Genesis Health Ventures, Inc. from Mellon Bank, N.A., Citicorp USA, Inc.,
First Union National Bank and NationsBank, N.A.
(3) 10.2    Credit Agreement dated October 14, 1997 to The Multicare
Companies, Inc. from Mellon Bank, N.A., Citicorp USA, Inc., First Union
National Bank and NationsBank, N.A.
(3) 10.3    Management Agreement dated October 9, 1997 among The Multicare
Companies, Inc., Genesis Health Ventures, Inc. and Genesis ElderCare Network
Services, Inc.
(2) 10.4    Stockholders' Agreement dated October 9, 1997 among Genesis
ElderCare Corp., The Cypress Group L.L.C., TPG Partners II, L.P., Nazem, Inc.
and Genesis Health Ventures, Inc.
(3) 10.5    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.
(3) 10.6    Asset Purchase Agreement dated October 10, 1997 among Genesis
Health Ventures, Inc., The Multicare Companies, Inc., Health Care Rehab
Systems, Inc., Horizon Rehabilitation, Inc., Progressive Rehabilitation
Centers, Inc. and Total Rehabilitation Center, L.L.C.
    27      Financial Data Schedule

(b)  Reports on Form 8-K.

On October 24, 1997, the Company filed a current report on Form 8-K reporting
consummation of the Tender Offer and Merger.

On  December  31,  1997,  the  Company filed a current  report  on  Form  8-K
reporting  that  the  Company adopted a resolution which  provided  that  the
fiscal year of the Company shall end on September 30 of each year.

 (1) Incorporated by reference to the Tender Offer on Schedule 14D-1 filed by
Genesis ElderCare Acquisition Corp. on June 20, 1997.
 (2) Incorporated by reference to Amendment No.7 to the Tender Offer Statement
on Schedule 14D-1 filed by Genesis ElderCare Corp. and Genesis ElderCare
Acquisition Corp. on June 20,1997.
 (3)  Incorporated  by  reference to Genesis Health Ventures,  Inc.'s  Current
Report on Form 8-K dated October 9, 1997.

<PAGE> 15
                                 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




February 13, 1998