As filed with the Securities and Exchange Commission
                              on April 10, 1997

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                            FORM S-8 REGISTRATION
                               STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                      THE MULTICARE COMPANIES, INC.
            (Exact name of registrant specified in its charter)
                                 Delaware
        (State or other jurisdiction of incorporation or organization)
                                22-3152527
                    (I.R.S. Employer Identification No.)
            411 Hackensack Avenue, Hackensack, New Jersey       07601
             (Address of principal executive offices)        (Zip Code)

                    THE CENTURY CARE MANAGEMENT, INC.
                            401(k) SAVINGS PLAN
                          (Full title of the plan)

                        BRADFORD C. BURKETT, ESQ.
              Senior Vice President and General Counsel
                       The Multicare Companies, Inc.
           411 Hackensack Avenue Hackensack, New Jersey  07601
                            (201) 488-8818
        (Name, address and telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE

Title  of         Amounts          Proposed        Proposed          Amount
Securities         to be           Maximum          Maximum            of
to be            Registered     Offering Price     Aggregate      Registration
Registered                        Per Share*    Offering Price*       Fee

Common Stock    250,000 shares       $18.135       $4,531,250       $1,373.11
$0.01 par
value


*     Estimated  solely for the purpose of calculating the  registration  fee
pursuant  to Rule 457(h) under the Securities Act of 1933, as amended,  based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of April 4, 1997.
      In  addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>                                1

                                  PART II
               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

     The  Registrant  (also  referred  to herein  as  the "Company")  hereby
incorporates by reference into this Registration  Statement  the  following
documents:

     (a)   The  Registrant's Annual Report on Form 10-K for  the  year  ended
December 31, 1996.
     (b)   All  other  reports, if any, filed by the Registrant  pursuant  to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1996.
     (c)   The description of the Registrant's Common Stock, $.01 par  value,
set  forth  in the Company's Registration Statement on Form 8-A dated  August
16, 1995 ("Common Stock").

     All documents filed by the Registrant with the Commission after the date
of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d)  of the
Exchange Act, and before the filing of a post-effective amendment  which
indicates  that  all  securities offered hereunder have been  sold  or
which deregisters  all securities then remaining unsold,  will  be  deemed  to
be incorporated by reference into this Registration Statement and to be  a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL")  empowers a corporation, subject to certain limitations, to  indemnify
its directors and officers against actual and reasonable expenses (including
attorney's  fees),  judgments, fines and amounts paid in settlement  actually
and reasonably incurred by them in connection with litigation against them in
their  capacities as directors and officers.  As permitted by  such  Section,
the  Company's  Certificate of Incorporation provides that the Company  shall
indemnify any person who was or is made a party or is threatened to be made
a party  to  any  action, suit or proceeding (whether civil  or  otherwise)
by reason  of the fact that such person is or was a director or officer of
the Company  or  by  reason of the fact that such director  or  officer,  at
the request of the Company, is or was serving any other corporation,
partnership, joint  venture,  trust,  employee benefit plan or other
enterprise,  in  any capacity, to the fullest extent authorized or permitted
by the GCL.


     The  By-laws of the Company provide that the Company shall indemnify any
person  who  was  or is a party or is threatened to be made a  party  to  any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an

<PAGE>                                  2
action  by  or  in the right of the Company by reason of the fact  that  such
person is or was a director or officer of the Company or is or was serving at
the request  of  the Company as a director, officer, employee or  agent  of
another  corporation, partnership, joint venture, trust or other  enterprise,
against  expenses (including attorneys' fees), judgments, fines  and amounts
paid  in  settlement  actually and reasonably incurred  by  such  person  in
connection with such action, suit or proceeding to the fullest extent and  in
the manner set forth and permitted by the GCL or any other applicable law,
as from time to time in effect.

     The  Certificate  of  Incorporation and the  By-laws provide  that  the
foregoing  indemnification shall not be deemed exclusive of any other
rights to  which a person seeking indemnification may be entitled under any
statute, the  Certificate  of  Incorporation, the By-laws, or any agreement,
vote  of stockholders or disinterested directors or otherwise, both as to
actions in such person's official capacity and as to actions in any other
capacity while holding  office, and shall continue as to a person who has
ceased  to  be  a director  or  officer,  and  shall inure to the  benefit
of  the  executors, administrators, legatees and distributees of such person.

     Under  the Certificate of Incorporation and the By-laws, the Company  is
authorized to purchase and maintain insurance on behalf of any person who is
or  was  a director, officer, employee or agent of the Company, or is or  was
serving  at  the request of the Company as a director, officer,  employee  or
agent  of  another corporation, partnership, joint venture,  trust  or
other enterprise against any liability asserted against such person and
incurred by such  person in any such capacity, or arising out of such
person's status  as such,  whether  or  not the Company would have the power
to  indemnify  such person  against  liability  under the  provisions  of
the Certificate of Incorporation, the By-Laws or any provision of law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     See Exhibit Index on page 7.

Item 9.  Undertakings.

     (a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
          (i)   To  include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933 (the "Securities Act");

<PAGE>                               3

          (ii)  To reflect in the prospectus any facts or events arising after
                the  effective date of the Registration Statement (or the most
                recent  post-effective amendment thereof) which, individually
                or  in  the aggregate, represent a fundamental change
                in  the information set forth in the
                Registration Statement;

          (iii) To include any material information with respect to the plan
                of distribution  not  previously  disclosed in the
                Registration  Statement  or  any  material change to such
                information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not  apply  if
the  information  required to be included in a post-effective  amendment  by
those paragraphs  is contained in periodic reports filed by the  Registrant
pursuant  to  Section  13  or  Section 15(d) of the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

          (2)   That, for the purpose of determining any liability under  the
Securities Act, each such post-effective amendment shall be deemed  to  be  a
new registration statement relating to the securities offered therein,  and
the  offering  of  such securities at that time shall be  deemed  to  be  the
initial bona fide offering thereof.

          (3)   To  remove  from  registration by means of a post-effective
amendment any of the securities being registered which remain unsold  at  the
termination of the offering.

     (b)    Filings Incorporating Subsequent Exchange Act Documents by
            Reference.

     The  undersigned  Registrant hereby undertakes that,  for  purposes  of
determining  any  liability under the Securities  Act,  each  filing  of  the
Registrant's  annual report under Section 13(a) or 15(d) of the Exchange  Act
(and,  where  applicable, each filing of an employee  benefit  plan's  annual
report under  Section  15(d) of the Exchange Act) that  is incorporated  by
reference  in  the  registration statement  shall  be  deemed  to  be  a  new
registration statement relating to the securities offered therein, and  the
offering  of  such securities at that time shall be deemed to be the  initial
bona fide offering thereof.
     (h)  Filing of Registration Statement on Form S-8.  Insofar  as
indemnification for liabilities arising under the Securities Act  may be
permitted to directors, officers and controlling persons  of  the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has  been
advised that in the opinion of the Commission such indemnification is
against  public policy  as  expressed in  the  Securities  Act  and  is,
therefore,  unenforceable.   In the event that a  claim for indemnification
against  such  liabilities  (other than the  payment  by  the  Registrant  of
expenses incurred or paid by a director, officer or controlling person of the
Registrant  in  the successful defense of any action, suit or proceeding)  is
asserted  by such director, officer or controlling person in connection with
the  securities being registered, the Registrant will, unless in the  opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court  of  appropriate  jurisdiction  the  question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>                               4

                                SIGNATURES

The Registrant

     Pursuant  to  the  requirements  of the  Securities Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it  meets
all  of  the requirements for filing on Form S-8 and has  duly  caused this
Registration  Statement  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized, in the City of Hackensack, State of New Jersey, on
March 31,  1997.
                                    THE MULTICARE COMPANIES, INC.
                                    (The Registrant)

                                    By /s/ Daniel E. Straus
                                       Daniel E. Straus
                                       President

     Pursuant  to  the  requirements  of the Securities Act  of  1934,  this
Registration  Statement  has been signed below by the  following  persons  on
behalf of the Registrant in the capacities indicated on March 31, 1997.

Signature                                         Title

/s/  Moshael J. Straus                        Chairman of the Board,
     Moshael J. Straus                        Co-Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)

/s/  Daniel E. Straus                         President, Co-Chief Executive
     Daniel E. Straus                         Officer and Director
                                              (Principal Executive Officer)


/s/  Stephen R. Baker                         Executive Vice President, Chief
     Stephen R. Baker                         Financial Officer and Director
                                              (Principal Financial and
                                              Accounting Officer)


/s/  Paul J. Klausner                         Executive Vice President
     Paul J. Klausner                         and Director

<PAGE>                              5


     Stuart H. Altman                         Director

     Constance B. Girard-diCarlo              Director

/s/  Menachem Rosenberg                       Director
     Menachem Rosenberg

/s/  George R. Zoffinger                      Director
     George R. Zoffinger


The Plan

     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of
New Jersey, on March 31, 1997.

                          CENTURY CARE MANAGEMENT, INC.
                          401(k) SAVINGS PLAN

                          By: /s/ Daniel E. Straus
                                  Daniel E. Straus

     *Bradford C. Burkett, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.



                          *By  /s/ Bradford C. Burkett
                                   Bradford C. Burkett
                                   Attorney in Fact

<PAGE>                             6

                             EXHIBIT INDEX


     The following exhibits are filed as part of this Registration Statement:


                     Exhibit

*         4.1  Restated Certificate of Incorporation of the Registrant.

*         4.2  Bylaws of the Registrant.

          5.1  Legal opinion of Bradford C. Burkett, Esq., Senior Vice
               President and General Counsel of the Registrant.

         23.1  Consent of KPMG Peat Marwick LLP

         23.2  Consent of Bradford C. Burkett, Esq., Senior Vice
               President and General Counsel of the Registrant (included
               in the opinion filed as Exhibit 5.1).




* Incorporated by reference to Registration Statement No. 33-6544
  effective August 18, 1993.

<PAGE>                                7

                           POWER OF ATTORNEY FOR
                                DIRECTORS OF
                       THE MULTICARE COMPANIES, INC.


     Pursuant to the requirements of the Securities Act of 1933, the
undersigned directors of The Multicare Companies, Inc., a Delaware
corporation (the "Company"), hereby appoint Bradford C.  Burkett as
attorney-in-fact with full power of substitution and resubstitution to sign
for the undersigned and in the name of the undersigned in any and all
capacities with respect to the registration on Form S-8 of 250,000 shares of
Common Stock of the Company under the Century Care Management, Inc. 401(k)
Savings Plan (the Registration Statement") with the Securities and Exchange
Commission ("SEC"), and to sign any and all amendments (including post-effective
amendments) thereto and any and all applications or other documents to be
filed with the SEC pertaining to the Registration Statement, and to grant
unto the attorney-in-fact and agent the full power and authority to do and
perform each and every act and thing required to be done, as fully to all
intents and purposes as the undersigned could do if personally present.  The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.


Signature                        Title                            Date

/s/  Mosahel J. Straus        Chairman of the Board,          March 31, 1997
     Moshael J. Straus        Co-Chief Executive Officer
                              and Director
                              (Principal Executive Officer)

/s/  Daniel E.  Straus        President, Co-Chief Executive   March 31, 1997
     Daniel E. Straus         Officer and Director
                              (Principal Executive Officer)


/s/  Stephen R. Baker         Executive Vice President, Chief March 31, 1997
     Stephen R. Baker         Financial Officer and Director
                              (Principal Financial and
                              Accounting Officer)

/s/  Paul J. Klausner         Executive Vice President        March 31, 1997
     Paul J. Klausner         and Director

/s/  Stuart H. Altman         Director                        March 31, 1997
     Stuart H. Altman

<PAGE>

     Constance B. Girard-     Director                        March __, 1997
     diCarlo

/s/  Menachem Rosenberg       Director                        March 31, 1997
     Menachem Rosenberg

/s/  George R. Zoffinger      Director                        March 31, 1997
     George R. Zoffinger
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As filed with the Securities and Exchange Commission
                              on April 10, 1997

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                            FORM S-8 REGISTRATION
                               STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                      THE MULTICARE COMPANIES, INC.
            (Exact name of registrant specified in its charter)
                                 Delaware
        (State or other jurisdiction of incorporation or organization)
                                22-3152527
                    (I.R.S. Employer Identification No.)
            411 Hackensack Avenue, Hackensack, New Jersey       07601
             (Address of principal executive offices)        (Zip Code)

                    THE CENTURY CARE MANAGEMENT, INC.
                            401(k) SAVINGS PLAN
                          (Full title of the plan)

                        BRADFORD C. BURKETT, ESQ.
              Senior Vice President and General Counsel
                       The Multicare Companies, Inc.
           411 Hackensack Avenue Hackensack, New Jersey  07601
                            (201) 488-8818
        (Name, address and telephone number of agent for service)

                   CALCULATION OF REGISTRATION FEE

Title  of         Amounts          Proposed        Proposed          Amount
Securities         to be           Maximum          Maximum            of
to be            Registered     Offering Price     Aggregate      Registration
Registered                        Per Share*    Offering Price*       Fee

Common Stock    250,000 shares       $18.135       $4,531,250       $1,373.11
$0.01 par
value

*     Estimated  solely for the purpose of calculating the  registration  fee
pursuant  to Rule 457(h) under the Securities Act of 1933, as amended,  based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of April 4, 1997.
      In  addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this  registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
1

                                  PART II
               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

     The  Registrant  (also  referred  to herein  as  the "Company")  hereby
incorporates by reference into this Registration  Statement  the  following
documents:

     (a)   The  Registrant's Annual Report on Form 10-K for  the  year  ended
December 31, 1996.
     (b)   All  other  reports, if any, filed by the Registrant  pursuant  to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1996.
     (c)   The description of the Registrant's Common Stock, $.01 par  value,
set  forth  in the Company's Registration Statement on Form 8-A dated  August
16, 1995 ("Common Stock").

     All documents filed by the Registrant with the Commission after the date
of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d)  of the
Exchange Act, and before the filing of a post-effective amendment  which
indicates  that  all  securities offered hereunder have been  sold  or
which deregisters  all securities then remaining unsold,  will  be  deemed  to
be incorporated by reference into this Registration Statement and to be  a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"GCL")  empowers a corporation, subject to certain limitations, to  indemnify
its directors and officers against actual and reasonable expenses (including
attorney's  fees),  judgments, fines and amounts paid in settlement  actually
and reasonably incurred by them in connection with litigation against them in
their  capacities as directors and officers.  As permitted by  such  Section,
the  Company's  Certificate of Incorporation provides that the Company  shall
indemnify any person who was or is made a party or is threatened to be made
a party  to  any  action, suit or proceeding (whether civil  or  otherwise)
by reason  of the fact that such person is or was a director or officer of
the Company  or  by  reason of the fact that such director  or  officer,  at
the request of the Company, is or was serving any other corporation,
partnership, joint  venture,  trust,  employee benefit plan or other
enterprise,  in  any capacity, to the fullest extent authorized or permitted
by the GCL.

     The  By-laws of the Company provide that the Company shall indemnify any
person  who  was  or is a party or is threatened to be made a  party  to  any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, an
2
action  by  or  in the right of the Company by reason of the fact  that  such
person is or was a director or officer of the Company or is or was serving at
the request  of  the Company as a director, officer, employee or  agent  of
another  corporation, partnership, joint venture, trust or other  enterprise,
against  expenses (including attorneys' fees), judgments, fines  and amounts
paid  in  settlement  actually and reasonably incurred  by  such  person  in
connection with such action, suit or proceeding to the fullest extent and  in
the manner set forth and permitted by the GCL or any other applicable law,
as from time to time in effect.

     The  Certificate  of  Incorporation and the  By-laws provide  that  the
foregoing  indemnification shall not be deemed exclusive of any other
rights to  which a person seeking indemnification may be entitled under any
statute, the  Certificate  of  Incorporation, the By-laws, or any agreement,
vote  of stockholders or disinterested directors or otherwise, both as to
actions in such person's official capacity and as to actions in any other
capacity while holding  office, and shall continue as to a person who has
ceased  to  be  a director  or  officer,  and  shall inure to the  benefit
of  the  executors, administrators, legatees and distributees of such person.

     Under  the Certificate of Incorporation and the By-laws, the Company  is
authorized to purchase and maintain insurance on behalf of any person who is
or  was  a director, officer, employee or agent of the Company, or is or  was
serving  at  the request of the Company as a director, officer,  employee  or
agent  of  another corporation, partnership, joint venture,  trust  or
other enterprise against any liability asserted against such person and
incurred by such  person in any such capacity, or arising out of such
person's status  as such,  whether  or  not the Company would have the power
to  indemnify  such person  against  liability  under the  provisions  of
the Certificate of Incorporation, the By-Laws or any provision of law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     See Exhibit Index on page 7.

Item 9.  Undertakings.

     (a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
          (i)   To  include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933 (the "Securities Act");
3

          (ii)  To reflect in the prospectus any facts or events arising after
                the  effective date of the Registration Statement (or the most
                recent  post-effective amendment thereof) which, individually
                or  in  the aggregate, represent a fundamental change
                in  the information set forth in the
                Registration Statement;

          (iii) To include any material information with respect to the plan
                of distribution  not  previously  disclosed in the
                Registration  Statement  or  any  material change to such
                information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not  apply  if
the  information  required to be included in a post-effective  amendment  by
those paragraphs  is contained in periodic reports filed by the  Registrant
pursuant  to  Section  13  or  Section 15(d) of the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

          (2)   That, for the purpose of determining any liability under  the
Securities Act, each such post-effective amendment shall be deemed  to  be  a
new registration statement relating to the securities offered therein,  and
the  offering  of  such securities at that time shall be  deemed  to  be  the
initial bona fide offering thereof.

          (3)   To  remove  from  registration by means of a post-effective
amendment any of the securities being registered which remain unsold  at  the
termination of the offering.

     (b)    Filings Incorporating Subsequent Exchange Act Documents by
            Reference.

     The  undersigned  Registrant hereby undertakes that,  for  purposes  of
determining  any  liability under the Securities  Act,  each  filing  of  the
Registrant's  annual report under Section 13(a) or 15(d) of the Exchange  Act
(and,  where  applicable, each filing of an employee  benefit  plan's  annual
report under  Section  15(d) of the Exchange Act) that  is incorporated  by
reference  in  the  registration statement  shall  be  deemed  to  be  a  new
registration statement relating to the securities offered therein, and  the
offering  of  such securities at that time shall be deemed to be the  initial
bona fide offering thereof.
     (h)  Filing of Registration Statement on Form S-8.  Insofar  as
indemnification for liabilities arising under the Securities Act  may be
permitted to directors, officers and controlling persons  of  the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has  been
advised that in the opinion of the Commission such indemnification is
against  public policy  as  expressed in  the  Securities  Act  and  is,
therefore,  unenforceable.   In the event that a  claim for indemnification
against  such  liabilities  (other than the  payment  by  the  Registrant  of
expenses incurred or paid by a director, officer or controlling person of the
Registrant  in  the successful defense of any action, suit or proceeding)  is
asserted  by such director, officer or controlling person in connection with
the  securities being registered, the Registrant will, unless in the  opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court  of  appropriate  jurisdiction  the  question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
4

                                SIGNATURES

The Registrant

     Pursuant  to  the  requirements  of the  Securities Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it  meets
all  of  the requirements for filing on Form S-8 and has  duly  caused this
Registration  Statement  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized, in the City of Hackensack, State of New Jersey, on
March 31,  1997.
                                    THE MULTICARE COMPANIES, INC.
                                    (The Registrant)

                                    By /s/ Daniel E. Straus
                                       Daniel E. Straus
                                       President

     Pursuant  to  the  requirements  of the Securities Act  of  1934,  this
Registration  Statement  has been signed below by the  following  persons  on
behalf of the Registrant in the capacities indicated on March 31, 1997.

Signature                                         Title

/s/  Moshael J. Straus                        Chairman of the Board,
     Moshael J. Straus                        Co-Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)

/s/  Daniel E. Straus                         President, Co-Chief Executive
     Daniel E. Straus                         Officer and Director
                                              (Principal Executive Officer)

/s/  Stephen R. Baker                         Executive Vice President, Chief
     Stephen R. Baker                         Financial Officer and Director
                                              (Principal Financial and
                                              Accounting Officer)

/s/  Paul J. Klausner                         Executive Vice President
     Paul J. Klausner                         and Director
5

     Stuart H. Altman                         Director

     Constance B. Girard-diCarlo              Director

/s/  Menachem Rosenberg                       Director
     Menachem Rosenberg

/s/  George R. Zoffinger                      Director
     George R. Zoffinger

The Plan

     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of
New Jersey, on March 31, 1997.

                          CENTURY CARE MANAGEMENT, INC.
                          401(k) SAVINGS PLAN

                          By: /s/ Daniel E. Straus
                                  Daniel E. Straus

     *Bradford C. Burkett, by signing his name hereto, signs this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons.

                          *By  /s/ Bradford C. Burkett
                                   Bradford C. Burkett
                                   Attorney in Fact
6

                             EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement:

                     Exhibit

*         4.1  Restated Certificate of Incorporation of the Registrant.

*         4.2  Bylaws of the Registrant.

          5.1  Legal opinion of Bradford C. Burkett, Esq., Senior Vice
               President and General Counsel of the Registrant.

         23.1  Consent of KPMG Peat Marwick LLP

         23.2  Consent of Bradford C. Burkett, Esq., Senior Vice
               President and General Counsel of the Registrant (included
               in the opinion filed as Exhibit 5.1).

* Incorporated by reference to Registration Statement No. 33-6544
  effective August 18, 1993.
7

                           POWER OF ATTORNEY FOR
                                DIRECTORS OF
                       THE MULTICARE COMPANIES, INC.

     Pursuant to the requirements of the Securities Act of 1933, the
undersigned directors of The Multicare Companies, Inc., a Delaware
corporation (the "Company"), hereby appoint Bradford C.  Burkett as
attorney-in-fact with full power of substitution and resubstitution to sign
for the undersigned and in the name of the undersigned in any and all
capacities with respect to the registration on Form S-8 of 250,000 shares of
Common Stock of the Company under the Century Care Management, Inc. 401(k)
Savings Plan (the Registration Statement") with the Securities and Exchange
Commission ("SEC"), and to sign any and all amendments (including post-effective
amendments) thereto and any and all applications or other documents to be
filed with the SEC pertaining to the Registration Statement, and to grant
unto the attorney-in-fact and agent the full power and authority to do and
perform each and every act and thing required to be done, as fully to all
intents and purposes as the undersigned could do if personally present.  The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.

Signature                        Title                            Date

/s/  Mosahel J. Straus        Chairman of the Board,          March 31, 1997
     Moshael J. Straus        Co-Chief Executive Officer
                              and Director
                              (Principal Executive Officer)

/s/  Daniel E.  Straus        President, Co-Chief Executive   March 31, 1997
     Daniel E. Straus         Officer and Director
                              (Principal Executive Officer)

/s/  Stephen R. Baker         Executive Vice President, Chief March 31, 1997
     Stephen R. Baker         Financial Officer and Director
                              (Principal Financial and
                              Accounting Officer)

/s/  Paul J. Klausner         Executive Vice President        March 31, 1997
     Paul J. Klausner         and Director

/s/  Stuart H. Altman         Director                        March 31, 1997
     Stuart H. Altman
Constance B. Girard-     Director                        March __, 1997
     diCarlo

/s/  Menachem Rosenberg       Director                        March 31, 1997
     Menachem Rosenberg

/s/  George R. Zoffinger      Director                        March 31, 1997
     George R. Zoffinger