EXHIBIT 3.61

             CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY
                                       OF
                     HANCOCK PARK REHABILITATION CENTER, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                                       TO
                     HANCOCK PARK REHABILITATION CENTER, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         This Certificate of Conversion to Limited Liability Company, dated as
of July 19, 2004, is being duly executed and filed by Roland Rapp, as an
authorized person, to convert Hancock Park Rehabilitation Center, LLC, a
California limited liability company, to Hancock Park Rehabilitation Center,
LLC, a Delaware limited liability company, under the Delaware Limited Liability
Company Act (6 Del. C. Section 18-101, et seq.).

         1. Hancock Park Rehabilitation Center, LLC was first formed on July 19,
2004. The jurisdiction of Hancock Park Rehabilitation Center, LLC at the time it
was first formed was California.

         2. Hancock Park Rehabilitation Center, LLC's name immediately prior to
the filing of this Certificate of Conversion to Limited Liability Company was
Hancock Park Rehabilitation Center, LLC.

         3. The name of Hancock Park Rehabilitation Center, LLC as set forth in
its certificate of formation is Hancock Park Rehabilitation Center, LLC.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Conversion to Limited Liability Company as of the date first written above.

                                   /s/ Roland Rapp
                                   --------------------------------------------
                                   Roland Rapp
                                   Authorized Person




                            CERTIFICATE OF FORMATION

                                       OF

                     HANCOCK PARK REHABILITATION CENTER, LLC

         This Certificate of Formation of Hancock Park Rehabilitation Center,
LLC, dated as of July 19, 2004, is being duly executed and filed by Roland Rapp,
as an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del.C. Section 18-101, et. seq.).

         FIRST. The name of the limited liability company formed hereby is
Hancock Park Rehabilitation Center, LLC.

         SECOND. The address of the registered office and the name and the
address of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover,
Kent County, Delaware 19901.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                              /s/
                                   --------------------------------------------
                                   Roland Rapp
                                   Authorized Person