EXHIBIT 3.45


                          CERTIFICATE OF INCORPORATION

                                       OF

                          EXTENDICARE OF INDIANA, INC.

                                     * * * *

                  1. The name of the corporation is

                          EXTENDICARE OF INDIANA, INC.

                  2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City at
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                  3. The nature of the business or purpose to be conducted or
promoted is:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  4. The total number of shares of stock, which the corporation
shall have authority to issue is one thousand (1,000); all of such shares shall
be without par value.

                  5. The name and mailing address of the incorporator is as
follows:

                      NAME                            MAILING ADDRESS
                      ----                            ---------------

                      Roch Carter                     105 West Michigan Street
                                                      Milwaukee, Wisconsin 53203

                  6. The corporation is to have a perpetual existence.

                  7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.

                  8. The number of directors shall be such as from time to time
may be fixed by, or in the manner provided in, the by-laws. Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.

                  9. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.