EXHIBIT (a)(1)(D)

                                                                __________, 2004

American Retirement Villas Properties II, a California limited partnership
Limited Partners

         Re: Offer to Purchase All Limited Partnership Units
             and Solicitation for Consent to Merger Proposal

Dear Limited Partner:

         We are pleased to inform you that we are offering to purchase any and
all of your outstanding limited partnership units of American Retirement Villas
Properties II, a California limited partnership, also called the Partnership, at
a cash price of $_____ per unit. You should note that ARV Assisted Living, Inc.,
or ARV, is both our general partner and the general partner of the Partnership
and owns approximately 52.5% of the limited partnership units.

         Our offer allows you to liquidate your entire investment in the
Partnership for cash and end your responsibility to report form K-1 information
regarding the Partnership with your federal tax returns for years after 2004. If
you decide to tender your limited partnership units in the offer, you will
receive the $_____ per unit cash payment, less any distributions received by you
after the offer date, promptly after the offer expires, so long as all of the
conditions to the offer have been satisfied or waived.

         Unlike other third party offers made for the limited partnership units,
our offer is not limited as to the number of units that we will accept in the
offer, and our offer price is not reduced by the amount of fees charged by the
Partnership in the transfer of such units. While this fee is customarily imposed
upon sellers of units, we will pay this fee to the Partnership in connection
with any transfer of your units to us in the offer.

         We are also seeking the consent of Limited Partners who collectively
own more than 50% of the limited partnership units not owned by ARV to allow us
to merge with and into the Partnership. If the merger is consummated,
unitholders (other than ARV and its affiliates) will receive $___ in cash per
unit for each unit owned, the same price as the offer price.

         Our offer is conditioned upon our obtaining the requisite consent to
the merger proposal. If you decide to tender your limited partnership units but
do not also deliver your consent to the merger proposal, this will reduce the
likelihood that the offer will be completed and will reduce the likelihood that
that we will purchase the limited partnership units you may have tendered.

         The $____ per unit offer price represents a [__]% premium to the
theoretical liquidation value of each Partnership unit that we calculated based,
in part, on recent appraisals of the Partnership's properties conducted by
Cushman & Wakefield. In light of the foregoing and our own valuation of the
Partnership, among other things, we believe that the offer and the merger are
fair to the unaffiliated Limited Partners. However, due to our potential
conflicts of interest in these matters, neither ARV nor we are making any
recommendation as to whether or not you should tender your units or consent to
the merger proposal.



         We are seeking your consent to the merger in order to acquire the
entire equity interest in the Partnership, thereby allowing us to make the
Partnership a private, wholly-owned subsidiary of ARV. Consummating the merger
will allow us to reduce some of the Partnership's expenses, including those
associated with preparing stand-alone audited financial statements, and
Securities and Exchange Commission reporting and compliance. If we complete the
offer but are unable to consummate the merger, we will not be able to achieve
the expense savings we would expect to obtain through the merger.

         The accompanying Offer to Purchase and Consent Solicitation Statement
explains the terms and conditions of the offer and the merger and provides
specific information on what you must do to properly tender your limited
partnership units in the offer or consent to the merger proposal.

         Prior to taking any action you should carefully review the accompanying
information in its entirety and consult with your professional advisors. In
particular, you should evaluate the risks and benefits associated with tendering
your limited partnership units or consenting to the merger and make the decision
that you believe is in your best interests. If we purchase your tendered units
or the merger is consummated you would no longer share in the earnings or
appreciation of the properties owned by the Partnership.

         IN PARTICULAR, PLEASE SEE "SPECIAL FACTORS" BEGINNING ON PAGE ___ OF
THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT FOR MATTERS THAT YOU
SHOULD CONSIDER IN EVALUATING THE OFFER AND THE MERGER.

         If you elect to tender your limited partnership units or to consent to
the merger proposal, you should act promptly as our offer and the consent
solicitation expire at 5:00 p.m., Pacific time, on __________, 2004.

         If you have any questions, please call the Information Agent at (866)
275-3707 or Ms. Connie Lester at (714) 435-4338.

                                                Very truly yours,

                                                ARVP II Acquisition, L.P.