GENESIS HEALTHCARE CORPORATION



                       CODE OF BUSINESS CONDUCT AND ETHICS



I.       PURPOSE



         This Code of Business Conduct and Ethics ("Code") of Genesis HealthCare

         Corporation (together with its subsidiaries, "Genesis" or the

         "Company") provides a general ethical and legal framework for business

         practices and conduct to which all Company employees, officers and

         directors must adhere. Because this Code cannot address every issue

         that may arise, the Company expects that you will use your common

         sense, act prudently and with clarity of intention, and seek to avoid

         even the appearance of improper behavior in your daily interactions

         with the Company, your colleagues, the Company's customers, and other

         business associates. This Code is not intended to create any contract

         (express or implied) with you, including without limitation any

         employment contract, or to constitute any promise that your employment

         will not be terminated except for cause.



         This Code is available on the Company's website, and related policies

         and manuals are available from the Company's Law Department or Human

         Resources Department upon request.



         The standards in this Code may be further explained or implemented

         through corporate policies or other compliance manuals, including those

         relating to specific areas of the Company's business. This Code

         supplements and is not intended to replace or supersede any other

         current policy of the Company including, but not limited to, the

         Company's Corporate Integrity Program, which applies to all aspects of

         the Company's operations including patient care, billing and

         maintenance of accurate corporate records, Policy for Reporting

         Financial and Accounting Concerns, Employee Handbook, Insider Trading

         Policy and policies against discrimination or sexual harassment, which

         employees, officers and directors, to the extent applicable, are

         required to follow and which do not constitute a part of this Code.



         The Company has adopted this Code to deter wrongdoing, provide guidance

         to the Company's employees, officers and directors with regard to, and

         to promote the following:



            o     honest and ethical conduct, including the ethical handling of

                  actual or apparent conflicts of interest between personal and

                  professional relationships;



            o     full, fair, accurate, timely and understandable disclosures in

                  reports and documents that the Company files with, or submits

                  to, the Securities and Exchange Commission (the "SEC") and in

                  other public communications made by the Company;









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            o     compliance with applicable governmental laws, rules and

                  regulations;



            o     prompt internal reporting to the appropriate person or persons

                  identified in this Code of violations hereof; and



            o     accountability for adherence to this Code.



II.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS



         Obeying the law, both in letter and in spirit, is the foundation on

         which the Company's ethical standards are built. You must respect and

         obey the laws of the cities, states, and country in which the Company

         operates, and if a law ever conflicts with a policy in this Code, you

         must comply with the law. When you have doubts about the application of

         a standard or where this Code does not address a situation that

         presents any ethical issue, you should seek guidance from your

         immediate supervisor, your Compliance Liaison, the Corporate Compliance

         Officer and/or the General Counsel. In addition, you must report

         behavior on the part of others that appears to violate this Code or any

         other Company compliance policy or procedure.



         The Company also maintains a confidential Corporate Integrity Program

         Hotline that you can call to report violations of this Code, the

         details of which are set out in Section VII.A of this Code. All

         concerns questions and complaints will be taken seriously and handled

         promptly, professionally and, where appropriate, confidentially. No

         retaliatory action will be taken against any employee, officer or

         director for raising concerns, questions or complaints in good faith.



         The following standards of conduct will be enforced at all

         organizational levels. Anyone who violates them will be subject to

         prompt disciplinary action, up to and including dismissal.



         A.       ACCURACY OF BOOKS AND RECORDS



                  U.S. law requires the Company to make sure that its books and

                  records accurately and fairly represent transactions and

                  dispositions of the Company's assets in reasonable detail. It

                  is a violation of the Company's policy, and possibly illegal,

                  for any of us to cause the Company's books and records to be

                  inaccurate in any way. You must never create or participate in

                  the creation of records that are misleading or artificial. If

                  you are asked to falsify the accounting records in any manner

                  or are aware of falsification by anyone else in the Company,

                  you should immediately report the event in accordance with

                  Section III of the Company's Policy for Reporting Financial

                  and Accounting Concerns.



                  You are expected to cooperate fully with the Company's

                  internal and independent auditors. In particular, the

                  following requirements must be strictly respected by all of

                  us:



                      o  Access to Genesis' Assets, Transactions on Management's

                      Authorization. Access to Genesis' assets is permitted only

                      in accordance with management's general or specific









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                      authorization and transactions must be executed only in

                      accordance with management's general or specific

                      authorizations. Transactions involving Genesis must be

                      recorded to permit preparation of the Company's financial

                      statements in conformity with United States generally

                      accepted accounting principles ("GAAP") and related

                      requirements and to maintain accountability for Genesis'

                      assets.



                      o  Accurate Books. All Genesis' books and records must be

                      true and complete. False or misleading entries are

                      strictly prohibited, and the Company will not condone any

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