UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549
                                      
                                      
                                 FORM 10-K/A
                                      
                                      
                                      
     Amendment to annual report pursuant to Section 13 or 15 (d) of the
                       Securities Exchange Act of 1934
                                      
                                      
                 For the fiscal year ended December 31, 1996
                                      
                                      
                                      
                        Commission File No. 34-22090
                                      
                                      
                        THE MULTICARE COMPANIES, INC.
           (Exact name of Registrant as specified in its Charter)
                                      
                                      
                                      
 The undersigned registrant hereby amends the Annual Report on Form 10-K for
 the fiscal year ended December 31, 1996, as set forth in the pages attached
 hereto:
                                      
                                      
                                      
    Item 14. Exhibits and Reports on Form 8-K

     (a)  3. Exhibits
          Exhibit 99.   Annual Report of The Multicare Companies, Inc.
                        Employee Stock Purchase Plan

          Exhibit 23.   Consent of KPMG Peat Marwick LLP, Independent
                        Certified Public Accountants

          Exhibit 23.1  Consent of KPMG Peat Marwick LLP, Independent
                        Certified Public Accountants

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



                                      The Multicare Companies, Inc.

                                      /s/ STEPHEN R. BAKER

                                      Stephen R. Baker
                                      Executive Vice President
                                      and Chief Financial Officer


April 30, 1997

<PAGE>
                                                                 Index


Independent Auditors' Report                                     F-1

Statement of Financial Position as of December 31, 1996          F-2

Statement of Income and Changes in Participants' Equity for
the year ended December 31, 1996                                 F-3

Notes to the Financial Statements                                F-4

<PAGE>
                       Report of Independent Auditors
                                      


The Administrative Committee of
The Multicare Companies, Inc. Employee Stock Purchase Plan

  We have audited the accompanying statement of financial position of The
Multicare Companies, Inc. Employee Stock Purchase Plan as of December 31,
1996 and the related statements of income and changes in participants' equity
for the year ended December 31, 1996.  These financial statements are the
responsibility of the Plans Administrative Committee.  Our responsibility is
to express an opinion on the financial statements based on our audit.

  We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the Administrative Committee, as will as
evaluating the overall financial statements presentation.  We believe that
our audit provides a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Multicare Companies,
Inc. Employee Stock Purchase Plan as of December 31, 1996 and the income and
changes in participants' equity for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.


                                    KPMG Peat Marwick LLP


Short Hills, New Jersey
April 28, 1997

<PAGE>                              F-1

                        THE MULTICARE COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                                      
                       Statement of Financial Position
                                      
                              December 31, 1996
                                      
                                      
                                      
                                                                  1996
Assets

Contributions Receivable                                        $ 4,217

Investment in The Multicare Companies, Inc. common stock,
at market value--- 43,752 shares (cost $693,391)                  885,978
                                                                ---------
                                                                $ 890,195

Liabilities and Participants' Equity

Undistributed Accounts of Former Participants                     20,372
                                                        
Participants' Equity                                              869,823
                                                                ---------
                                                                $ 890,195


                                      
See accompanying notes to financial statements.

<PAGE>                              F-2

                        THE MULTICARE COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                                      
           Statement of Income and Changes in Participants' Equity
                                      
                    For the year ended December 31, 1996
                                      
                                      
                                      
                                      
                                                                  1996

Contributions by Employees                                      $ 705,135

Distribution of participants' balances                            (27,945)
                                                                ---------
                                                                  677,190


Increase in Net Realized and Unrealized Appreciation              192,633
                                                                ---------
Net increase in participants' equity                              869,823

Participants' Equity, Beginning of Year                         $     ---
                                                                ---------
Participants' Equity, End of Year                               $ 869,823



See accompanying notes to financial statements.

<PAGE>                              F-3
                                      
                        THE MULTICARE COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                                      
                              December 31, 1996
                                      
                      Notes to the Financial Statements
                                      
                                      

(1)  Organization
     
     The Multicare Companies, Inc. Employee Stock Purchase Plan ("the Plan")
     was established to secure for The Multicare Companies, Inc. ("the
     Company") and its stockholders the benefits of the incentive inherent in
     the ownership of common stock by its employees.  The Plan became
     effective on January 1, 1996.
     
     The Plan is funded through voluntary employee contributions to be
     invested exclusively in shares of the Company's common stock, par value
     $0.01 per share.  As of December 31, 1996, 510 employees were
     participating in the Plan.
     
(2)  Summary of Significant Accounting Policies
     
     The accompanying financial statements have been presented on an accrual
     basis of accounting.
     
     The assets of the Plan are recorded at fair value, measured by the
     closing price listed by the New York Stock Exchange as of December 31,
     1996. All share data has been adjusted for the Company's three for two
     stock split in May 1996.

(3)  Investments

     The Plan held the following investments in The Multicare Companies, Inc.
     common stock:

                             Average Cost                     Market Value
                        Number of    Cost per              Price per
                        Shares       Share     Total       Share      Total
     December 31, 1996  43,752       15.848    693,391     20.25      885,978
     
     
     The cost of securities sold is determined on a first-in, first-out
     basis.
     
(4)  Contributions and Benefits

     CONTRIBUTIONS
     The Plan is funded through voluntary contributions received from
     participating employee payroll deductions on an after tax basis.
     Deductions may be authorized from a minimum of 1% to a maximum of 10% of
     base pay and bonuses, as defined. Purchases may not exceed $25,000 of
     market value per year.  The purchase price for each share of common
     stock is equal to the lesser of  (i) eighty-five percent of the fair
     market value of each share on the first day of the purchase period or
     (ii) eighty-five percent of the fair market value of each share on the
     last day of the purchase period.  There are 1,200,000 shares authorized
     for issuance under the Plan. Shares are purchased and allocated to
     participants' accounts quarterly.  No interest accrues or is paid on
     payroll deductions.  Any cash dividends are invested automatically in
     common stock at 100% of fair market value on the last day of the
     purchase period.  The Company did not pay dividends in 1996.
     
<PAGE>                              F-4

                        THE MULTICARE COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN
                                      
                Notes to the Financial Statements (continued)



     ELIGIBILITY
     All employees of non-union facilities of the Company, including
     directors and officers of the Company who are also employees of the
     Company, are eligible to participate in the Plan after completing at
     least six months of employment, as defined.
                                      
     DISTRIBUTIONS
     If a participant's employment with the Company terminates for any reason
     during a Plan year, all shares in the participants' common stock account
     and balances in the payroll deduction account shall be distributed.  A
     participant may withdraw some or all of the shares in the participant's
     common stock account, as long as such shares have been held for a period
     of at least six months.
     
(5)  Administration
     
     The Plan is administered by a committee designated by the Board of
     Directors.  All administrative expenses incurred in connection with the
     Plan are paid by the Company.  All shares of common stock in the Plan
     are held in an account administered by the custodian, Smith Barney, Inc.
                                      
(6)  Federal Income Taxes
     
     The Plan is not a pension, profit-sharing or stock bonus plan qualified
     under the Internal Revenue Code of 1986, as amended (the "Code") section
     401, nor is it subject to the provisions of the Employee Retirement
     Income Security Act of 1974.  The Plan is intended to qualify under Code
     sections 421 and 423 and the Administrative Committee ("the Committee"),
     and is currently being operated in compliance with the applicable
     requirements of the Code.

(7)  Plan Termination
     
     The Plan will terminate if the participants become entitled to purchase
     more than the number of reserved shares for purchase.  Although it has
     not expressed any intent to do so, the Plan may be terminated at any
     time, at the sole discretion of the Board of Directors.
     
<PAGE>                              F-5

                                                                   EXHIBIT 23


                        Independent Auditors' Consent
                                      
The Board of Directors
The Multicare Companies, Inc.


We  consent  to  incorporation  by reference in the  Registration  Statements
(No's.  33-86764, 33-94516, 33-80977, 333-24905 and, 333-04545) on  Form  S-8
and  Registration  Statement (No. 33-96992) on  Form  S-3  of  The  Multicare
Companies,  Inc.  of  our reports dated February 4,  1997,  relating  to  the
consolidated balance sheets of The Multicare Companies, Inc. and subsidiaries
as  of December 31, 1995 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year  period ended December 31, 1996, and the related  schedule,  which
reports  appear in or are incorporated by reference in the December 31,  1996
annual report on Form 10-K of The Multicare Companies, Inc.


                                    KPMG Peat Marwick LLP
                                                                             
                                                                             
Short Hills, New Jersey
April 29, 1997


<PAGE>

                                                                 EXHIBIT 23.1


                       Consent of Independent Auditors


To the Administrative Committee of The Multicare Companies, Inc.,
Employee Stock Purchase Plan

  We consent to the incorporation by reference in the Registration Statements
(No.'s 33-86764, 33-94516, 33-80977, 333-24905 and 333-04545) on Form S-8 and
(No. 33-96992) on Form S-3 of The Multicare Companies, Inc. of our report
dated April 28, 1997, relating to the statement of financial position of The
Multicare Companies, Inc. Employee Stock Purchase Plan as of December 31,
1996 and the related statement of income and changes in participants' equity
for the year then ended, which report appears in the December 31, 1996 annual
report of The Multicare Companies, Inc. Employee Stock Purchase Plan, filed
as exhibit 99 to Form 10-K/A of The Multicare Companies, Inc.


                                    KPMG Peat Marwick LLP


Short Hills, New Jersey
April 29, 1997