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 September 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 #)

     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 November 13, 1997
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
                    December 31, 1996 and September 30, 1997          2

                    Consolidated Statements of Operations
                    Three and nine months ended
                    September 30, 1996 and 1997                       3

                    Consolidated Statements of Cash Flows
                    Nine months ended September 30, 1996
                    and 1997                                          4

                    Notes to Consolidated Financial Statements        5-7

          Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations     8-11

Part II.  Other Information                                           12

          Signatures                                                  13


                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES


                       CAUTIONARY STATEMENT REGARDING
                         FORWARD LOOKING STATEMENTS

Certain  statements  contained in "Management's Discussion  and  Analysis  of
Financial  Condition and Results of Operations" such as statements concerning
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 patients to pay for the Company's services;
the  adoption of cost containment measures by private pay sources and efforts
by  governmental  reimbursement sources to impose cost containment  measures;
changes  in  the  United  States  healthcare  system  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;  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; 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>

<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                         Consolidated Balance Sheets

                      (In thousands, except share data)
<CAPTION>
                                             December 31,   September 30,
                                             1996           1997
                                                            (Unaudited)
<S>                                         <C>               <C>
Assets
Current assets:
Cash and cash equivalents                   $  1,150          2,118
Accounts receivable, net                       102,234        119,522
Prepaid expenses and other current assets      18,419         24,614
Total current assets                           121,803        146,254

Property, plant and equipment, net             443,019        460,800

Goodwill, net                                  157,298        171,324
Other assets                                   39,547         44,755
                                            $  761,667        823,133

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                            $  26,948         28,863
Accrued liabilities                            54,707         64,944
Current portion of long-term debt              821            625
Total current liabilities                      82,476         94,432

Long-term debt                                 428,347        423,421
Deferred taxes                                 42,909         42,106

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
  31,731,963 issued and outstanding in
  1996 and 1997, respectively                  301            317
Additional paid-in-capital                     143,513        170,858
Retained earnings                              64,121         91,999
Total stockholders' equity                     207,935        263,174
                                            $  761,667        823,133
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE 2>

<TABLE>
                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                    Consolidated Statements of Operations

                                 (Unaudited)

                    (In thousands, except per share data)
<CAPTION>
                                      Three Months ended  Nine Months ended
                                         September 30,       September 30,
                                        1996      1997      1996      1997
<S>                                   <C>         <C>       <C>       <C>

Net revenues                          $ 134,944   185,996   386,890   533,952

Expenses:
Operating expense                       101,025   142,873   291,494   406,173
Corporate, general and
 administrative expense                 6,214     8,112     18,627    25,203
Lease expense                           3,105     4,335     8,874     12,693
Depreciation and amortization expense   5,841     7,537     16,048    21,620
Interest expense, net                   6,863     7,472     18,947    21,640
Debenture conversion expense            ---       ---       ---       785
Total expenses                          123,048   170,329   353,990   488,114

Income before income taxes and
extraordinary item                      11,896    15,667    32,900    45,838

Income tax expense                      4,478     5,857     12,505    17,087
Income before extraordinary item        7,418     9,810     20,395    28,751
Extraordinary item - loss on
 extinguishment of debt,
 net of tax benefit                     ---       ---       1,481     873

Net income                            $ 7,418     9,810     18,914    27,878

Income per common and common
equivalent share data:
Income before extraordinary item      $ .27       .30       .74       .89

Net income                            $ .27       .30       .69       .87
Weighted average number of common and
common equivalent shares outstanding    27,606    32,823    27,506    32,172

Income per common share assuming
full dilution:
Income before extraordinary item      $ .26       .28       .71       .85

Net income                            $ .26       .28       .67       .82
Weighted average number of common
 shares outstanding assuming
 full dilution                          32,774    37,016    32,748    36,832
</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>
                                                       Nine months ended
                                                       September 30,
<S>                                               <C>            <C>

                                                       1996      1997
Cash flows from operating activities:
Net cash provided by operating activities         $    18,997    37,048

Cash flows from investing activities:
Assets and operations acquired                         (122,940) (22,568)
Capital expenditures                                   (49,510)  (39,301)
Other assets                                           (2,005)   (9,465)
Proceeds from repayment of construction advances       ---       13,100
Net cash used in investing activities                  (174,455) (58,234)

Cash flows from financing activities:
Proceeds from exercise of stock options and
 stock purchase plan                                   511       1,075
Proceeds from long-term debt                           218,200   112,400
Payments of long-term debt                             (62,874)  (91,310)
Debt issuance costs                                    (2,407)   (195)
Other, net                                             ---       184
Net cash provided by financing activities              153,430   22,154

Increase (decrease) in cash and cash equivalents       (2,028)   968

Cash and cash equivalents at beginning of period       3,921     1,150
Cash and cash equivalents at end of period        $    1,893     2,118
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE 4>

                        THE MULTICARE COMPANIES, INC.
                              AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                             September 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 September 30, 1997 and for the three and
     nine  months  ended September 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 September 30, 1997 and the  operating  results
     and  cash  flows for the three and nine months ended September 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)  Completed 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
     32,790,495 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.

(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
<PAGE 5>

     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 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.

(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 $30,700.
<PAGE 6>

     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 for the
                                                       nine months ended
                                                       September 30, 1996
          <S>                                          <C>

          Net revenues                                 $    438,137
          Income before extraordinary item                  22,170
          Net income                                        20,689
          Income before extraordinary item per
          common and common equivalent share
          assuming full dilution                            .75
          Net income per common and common
          equivalent share assuming full dilution      $    .71
</TABLE>
<PAGE 7>

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.  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 nine months ended September  30,  1997
increased  38%  or $147.1 million from the same period last  year  to  $534.0
million.   Net  revenues  for  the  three months  ended  September  30,  1997
increased  38%  or  $51.1 million from the same period last  year  to  $186.0
million.

Of  the  net revenues increase for the nine months ended September 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
nine  months  ended  September 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 revenue increase
for  the  quarter  ended September 30, 1997 was due to  results  from  recent
acquisitions of 23% and internal growth of 15%.

The Company's quality mix of private, Medicare and insurance revenues was 67%
of  net  revenues  for  the nine and three months ended  September  30,  1997
compared to 64% in the similar periods of 1996. Occupancy rates were 90%  for
the  nine  months  ended September 30, 1997 compared to 92%  in  the  similar
period  of  1996.   Occupancy  rates were 92%  for  the  three  months  ended
September 30, 1997 and 1996.

Operating Expense and Margins.  Operating expenses for the nine months  ended
September 30, 1997 increased 39% or $114.7 million from the comparable period
in  1996  to  $406.2 million.  Operating expenses for the three months  ended
September 30, 1997 increased 41% or $41.8 million from the comparable  period
in  1996 to $142.9 million.  The increases in operating expenses for the nine
and  three  month periods ended September 30, 1997 reflect the  inclusion  of
results  for  the  recent acquisitions of $69.6 million  and  $22.8  million,
respectively.  The remainder of the 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.

Operating  margins  before interest were 13% of net  revenues  for  the  nine
months ended September 30, 1997 and 1996, and 12% and 14% for the three month
periods  ended  September  30,  1997 and 1996, respectively.   Income  before
interest,  taxes,  depreciation, amortization  and  lease  expense  (EBITDAR)
before  debenture conversion expense was 19% and 20% of net revenues for  the
nine  month  periods  ended  September 30,  1997  and  1996 respectively.
Income  before interest,  taxes, depreciation, amortization and lease expense
(EBITDAR)  was 19% and 21% of net revenues for the three months ended
September 30, 1997 and 1996, respectively.

Corporate,  General  and  Administrative  Expense.   Corporate,  general  and
administrative  expense  remained  consistent  at  approximately  5%  of  net
revenues  for  the  nine month periods ended September  30,  1997  and  1996,
respectively  and 4% and 5% of net revenues for the quarter  ended  September
30,  1997 and 1996, respectively.  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 nine months ended September  30,  1997
increased  43%  or  $3.8  million from the same period  last  year  to  $12.7
million.   In the third quarter of 1997 lease expense increased 40%  or  $1.2
million  from the same period last year to $4.3 million.  The increases  were
<PAGE 8>

primarily  due  to  the  inclusion of lease  expense  relating  to  a  recent
acquisition.

Depreciation and Amortization Expense.  Depreciation and amortization expense
for  the  nine months ended September 30, 1997 increased 35% from the same
period in 1996 to $21.6 million, while depreciation and amortization expense
for the third quarter 1997 increased 29%  to  $7.5 million from  the  comparable
period  in  1996.   The increases were primarily due  to  the  inclusion  of
results for recent acquisitions.

Interest  Expense,  net.   Net interest expense for  the  nine  months  ended
September  30,  1997  increased 14% from the same period  in  1996  to  $21.6
million,  while net interest expense for the third quarter of 1997  increased
9%  to  $7.5  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  nine
months  ended September 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 maintains adequate working capital from operating cash flows and
lines  of  credit  for continuing operations, debt service,  and  anticipated
capital expenditures.  At September 30, 1997, the Company had working capital
of $51.8 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.  In addition, in the nine month period ended September 30,
1997 $26.5  million  of the Company's Convertible Debentures were  converted
into common stock.

Cash  flow  from  operations  was $37.0 million for  the  nine  months  ended
September 30, 1997 compared to cash from operations of $19.0 million  in  the
comparable  period  of  1996.  This increase is due,  in  part,  to  improved
collections  of  accounts receivable and the conclusion of recent acquisitions.
Net accounts  receivable  were  $119.5 million  at  September 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.
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  $40  million  over  the next twelve  months  based  on  existing
construction commitments and plans.
<PAGE 9>

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 32,790,495  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.   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  sale of Multicare's rehabilitation therapy business) and (ii)  any
sale  of  common stock or debt securities 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 2.5%;
loans under the Tranche B Term Facility bear interest at a rate equal to LIBO
Rate  plus 2.75%; loans under the Tranche C Term Facility bear interest at  a
rate  equal to LIBO Rate plus 3.0%; loans under the Revolving Credit Facility
bear  interest  at a rate equal to LIBO Rate plus 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 defined below) as well as comply with certain financial covenants.
<PAGE 10>

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.

Under the terms of the Indenture, the issuer of the 9% Notes is obligated  to
consummate an exchange offer (the "Exchange Offer") pursuant to an  effective
registration  statement or to cause resales of the 9% Notes to be  registered
under  the Securities Act of 1933, as amended (the "Securities Act") pursuant
to  an effective shelf registration statement. In the event that the Exchange
Offer  is  not consummated and a shelf registration statement is not declared
effective on or prior to the earlier of (i) the date that is six months after
the  Closing Date and (ii) March 31, 1998, the per annum interest rate on the
9%  Notes will be increased by .5% until the Exchange Offer is consummated or
the shelf registration statement is declared effective.

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.

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
will  manage 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)  $1,991,666 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 will be 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.
<PAGE 11>


                          Part II-Other Information


Item 1.   Legal Proceedings.  None.

Item 2.   Changes in Securities.

          As a result of the Merger each outstanding share of Common Stock of
          Multicare was extinguished, cancelled and converted into the  right
          to  receive  $28.00 in cash.  As of November 14,  1997  the  Common
          Stock of Multicare was delisted from the New York Stock Exchange.

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.
               10.1 (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.
               10.2(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.
               10.3(3)Management  Agreement dated October 9, 1997  among  The
                      Multicare  Companies,  Inc., Genesis  Health  Ventures,
                      Inc. and Genesis ElderCare Network Services, Inc.
               10.4(3)Stock  Purchase Agreement dated October 10, 1997  among
                      Genesis   Health   Ventures,,   Inc.,   The   Multicare
                      Companies,  Inc., Concord Health Group,  Inc.,  Horizon
                      Associates,  Inc., Institutional Health Care  Services,
                      Inc.,  Care4,  L.P., Concord Pharmacy  Services,  Inc.,
                      Compass   Health   Services,   Inc.   and   Encare   of
                      Massachusetts, Inc.
               10.5(3)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.
               11     Statement re computation of per share earnings
               27     Financial Data Schedule

       (b)Reports on Form 8-K.  None.

___________________________

(1) Incorporated by reference to the Tender Offer Statement on Schedule 14D-1
filed by Genesis ElderCare Corp. and 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 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.



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




November 13, 1997
<PAGE 13>