8-K

                          SECURITIES AND EXCHANGE COMMISSION


                                Washington, D.C. 20549


                                       FORM 8-K

                                    CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported):
           October 11, 1994

                              THE HILLHAVEN CORPORATION
                (Exact name of registrant as specified in its charter)

               Nevada                  1-10426              91-1459952
          (State or other            (Commission         (I.R.S. Employer
          jurisdiction of            File Number)       Identification No.)
           incorporation)

             1148 Broadway Plaza, Tacoma, Washington             98402
             (Address of principal executive offices)          (Zip Code)

          Registrant's telephone number, including area code:
           (206) 572-4901

























          





          Item 5.  Other Events.  

               On October 11, 1994, The Hillhaven Corporation (the
          "Company") signed a definitive agreement to acquire, through a
          share for share exchange, CPS Pharmaceutical Services, Inc. and
          Advanced Infusion Systems, Inc.  The purchase price will be
          approximately $29 million, consisting of approximately 1.3
          million shares of the Company's common stock, subject to certain
          adjustments.  The transaction will be structured as a pooling of
          interests.  A copy of the Company's press release is attached as
          Exhibit 99.01 hereto and by this reference is incorporated
          herein.

                                      SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act
          of 1934, the registrant has duly caused this report to be signed
          on its behalf by the undersigned hereunto duly authorized.

                                             THE HILLHAVEN CORPORATION



                                             By:  /s/ RICHARD P. ADCOCK     
                                                  Richard P. Adcock
                                                  Senior Vice President,
                                                  Secretary and General
                                                  Counsel

          Dated: October 12, 1994




























          




                                    EXHIBIT INDEX





          Exhibit 99.01       Press Release dated
                              October 12, 1994



















































          

EX-99

          EXHIBIT 99-01

          CONTACT:
          Tim Carroll
          Vice President, Investor Relations
          The Hillhaven Corporation
          (206) 756-4806


              HILLHAVEN TO ACQUIRE CPS PHARMACEUTICAL SERVICES, INC. AND
           ADVANCED INFUSION SYSTEMS, INC.; EXPANDS CALIFORNIA PRESENCE AND
                              ENHANCES SUBACUTE SERVICES

          TACOMA, Washington (October 12, 1994) -- The Hillhaven
          Corporation (NYSE:HIL) today announced that it has signed a
          definitive agreement to acquire closely-held, Mountain View,
          California-based CPS Pharmaceutical Services, Inc. (CPS) and
          Advanced Infusion Systems, Inc. (AIS).  The purchase price will
          be approximately $29 million consisting of approximately 1.3
          million shares of Hillhaven common stock, subject to certain
          adjustments, and will be structured as a pooling of interests.
          The transaction will be neutral to the current year's earnings
          per share and should be additive to future periods.  The closing
          of the transaction will be October 31, 1994.

          CPS and AIS provide a broad array of diversified pharmaceutical
          and infusion services through locations in Northern California. 
          The combined entities will become part of Hillhaven's subsidiary,
          Medisave Pharmacies, the nation's third largest provider of
          pharmacy services for long term and subacute care facilities. 
          Revenues from CPS and AIS are approximately $25 million
          (annualized) and AIS manages another $13 million in revenues
          through affiliated companies.

          CPS currently provides pharmacy products and related consulting
          services to approximately 8,500 residents in over 100 nursing
          homes and subacute care facilities. 

          AIS is a leading provider of comprehensive infusion therapy
          services to residents of nursing centers and subacute care
          facilities, and to patients in home settings and ambulatory care
          centers.  AIS's infusion therapy business serves an average of
          over 500 residents per month in 90 nursing centers and subacute
          care facilities, and an additional 500 patients in home settings,
          as well as in ambulatory care centers.

          "The acquisition of CPS and AIS plays a key part in our strategy
          of increasing our operating concentrations in areas where we have
          significant regional market positions," commented Bruce L. Busby,
          Hillhaven's Chairman and CEO.  "This acquisition will add to and
          complement not only our 42 nursing centers in California which
          provide both long term and subacute care but also our 10 existing
          statewide pharmacy outlets.  We expect to achieve significant
          operating efficiencies and economies of scale through growing CPS
          and AIS within Hillhaven's network of 344 nursing centers and
          pharmacies and with independent third parties."



          




          Busby continued, "CPS and AIS will further enhance Hillhaven's
          growth as a subacute care provider by focusing on the higher
          acuity infusion patients.  AIS's home and ambulatory infusion
          programs will expand our drug delivery system outside of the
          traditional nursing center environment."

          Willis D. Corkern, Chairman and CEO of AIS said, "We are very
          excited about our new association with Hillhaven and Medisave
          Pharmacies.  Their significant presence in California will allow
          our organizations a unique opportunity to capitalize on each of
          our strengths.  Driven by the demand for health care cost
          containment, this consolidation will allow us to provide the
          highest quality institutional pharmacy and infusion services in a
          more cost effective manner.  This will further enhance our
          ability to contract with managed care payors."

          The Hillhaven Corporation is one of the nation's largest
          diversified health care providers, operating 307 nursing centers
          and retirement housing communities and, through its Medisave
          Pharmacies subsidiary, 56 pharmacies, in a total of 36 states.