EXHIBIT T3A-3



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      HEALTH CARE EQUITY INVESTMENTS, INC.


It is hereby certified that:

        1. The present name of the corporation (hereinafter called the
"Corporation") is Health Care Equity Investments, Inc., which is the name under
which the Corporation was originally incorporated; and the date of filing the
original certificate of incorporation of the Corporation with the Secretary of
State of the State of Delaware is January 26, 1994.

        2. The certificate of incorporation of the Corporation is hereby amended
by striking out Articles I, III and IV thereof and by substituting in lieu
thereof new Articles I, III and IV which are set forth in the Restated
Certificate of Incorporation hereinafter provided for.

        3. The provisions of the certificate of incorporation of the Corporation
as heretofore amended and/or supplemented, and as herein amended, are hereby
restated and integrated into the single instrument which is hereinafter set
forth, and which is entitled Restated Certificate of Incorporation of Health
Care Equity Investments, Inc. without any further amendments other than the
amendments herein certified and without any discrepancy between the provisions
of the certificate of incorporation as heretofore amended and supplemented and
the provisions of the said single instrument hereinafter set forth.

        4. The amendments and the restatement of the certificate of
incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242, and 245 of the General
Corporation Law of the State of Delaware.

        5. The certificate of incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Restated Certificate of
Incorporation, read as follows:


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                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      HEALTH CARE EQUITY INVESTMENTS, INC.


        FIRST: The name of the Corporation is Carriage House Assisted Living,
Inc.

        SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
19805. The name of the registered agent of the Corporation in the State of
Delaware at such address is The Prentice-Hall Corporation System, Inc.

        THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in the following activities:

        To develop, construct, lease, acquire, own, hold, maintain, manage,
operate, improve, finance, sell, exchange, dispose of and otherwise deal with
certain properties improved, or to be improved, with assisted living facilities
(the "Properties"), either itself or in its capacity as a partner of a
partnership for any of said purposes, together with such other activities as may
be necessary or advisable in connection with its interest in the Properties. The
Corporation shall not engage in any business unrelated to the Properties.

        FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 20,000, all of which shares shall
be Common Stock having a par value of $0.01.

        FIFTH: The name and mailing address of the incorporator are Mark N.
Klein, c/o Weil, Gotshal & Manges, 767 Fifth Avenue, New York, New York 10153.

        SIXTH: In furtherance and not in limitation of the powers conferred by
law, subject to any limitations contained elsewhere in these articles of
incorporation, by-laws of the Corporation may be adopted, amended or repealed by
a majority of the board of directors of the Corporation, but any by laws adopted
by the board of directors may be amended or repealed by the stockholders
entitled to vote thereon. Election of directors need not be by written ballot.

        SEVENTH: (a) A director of the Corporation shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, or (ii) for
acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
shall have derived an improper personal benefit. Neither amendment nor repeal of
this paragraph (a) nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the
effect of this paragraph (a) in respect of any matter occurring, or any cause of
action, suit or claim that, but for this paragraph




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(a) of this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

               (b) The Corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to, or testifies in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, 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 full extent permitted by law, and the Corporation may adopt by-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.


Signed on July 23, 1996.

                                            HEALTH CARE EQUITY INVESTMENTS, INC.


                                            /s/  JAMES J. PIECZYNSKI
                                            ------------------------------------
                                            By:  James J. Pieczynski
                                                 Chief Financial Officer and
                                                 Secretary




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