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: November 14, 2001

                 AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.

               (Exact Name of Registrant as Specified in Charter)


        California                      0-26470                  33-0365417
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
    of Incorporation)                                        Identification No.)


                             245 Fischer Avenue, D-1
                              Costa Mesa, CA 92626
              (Address of Principal Executive Offices and Zip Code)

                                 (714) 751-7400
              (Registrant's telephone number, including area code)

Item 5.  Other Events

On November 9, 2001, ARV Assisted Living, Inc., the Managing General Partner of
American Retirement Villas Properties III, L.P. ("ARVP III"), received a letter
from Vintage Senior Housing, LLC ("Vintage") amending a previous highly
conditional offer to purchase all of the non-cash assets of ARVP III for $20
million (the "Amended Conditional Offer"). The Amended Conditional Offer is
subject to, among other things, significant due diligence and financing
contingencies.

The letter communicating the Amended Conditional Offer did not provide the
Managing General Partner with the information that it previously requested
regarding a loan commitment letter to satisfy the mortgage indebtedness on one
of ARVP III's properties that matures on January 1, 2002 or evidence that
Vintage has raised the necessary equity to pay the cash portion of the purchase
price.

The Managing General Partner has reviewed the Amended Conditional Offer and on
November 13, 2001, responded to Vintage again requesting definite evidence as to
a loan commitment and equity raised as well as other information previously
requested, and stating that without such information, and in light of the
Managing General Partner's alternative tender offer, it would not entertain the
Amended Conditional Offer.

The letter from Vintage and the Managing General Partner's response letter are
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein
by reference.

Item 7. Exhibits

         (c)      Exhibits.

                  Exhibit No.   Description

                  99.1          Vintage Letter to the Managing General Partner,
                                dated November 9, 2001.

                  99.2          Managing General Partner Response Letter to
                                Vintage, dated November 13, 2001.


                                      -2-

                                   SIGNATURES

           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.

                                 AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.

                                 By:  ARV ASSISTED LIVING, INC.
                                      its Managing General Partner


    Date:  November 13, 2001     By:     /s/ Douglas Pasquale
                                      -------------------------------------

                                 Name:  Douglas Pasquale
                                 Title: Chief Executive Officer


                                      -3-

                                  EXHIBIT INDEX

Exhibit No.    Description


99.1           Vintage Letter to the Managing General Partner, dated
               November 9, 2001.

99.2           Managing General Partner Response Letter to Vintage, dated
               November 13, 2001.


                                      -4-

EX-99.1

                                                                    Exhibit 99.1

                                 [VINTAGE LOGO]



November 9, 2001

Mr. Douglas Pasquale
ARV Assisted Living, Inc.
245 Fischer Avenue, Suite D-1
Costa Mesa, CA 92626

RE: Offer to Purchase Assets of American Retirement Villas Properties, III

Dear Doug:

Vintage Senior Housing, LLC is responding to your letter of October 31, 2001
and hereby amending our purchase offer dated October 23, 2001.

As you are aware, Vintage completed in a timely manner the purchase of Bradford
Square from ARVP III in December 2000. We were able to establish reasonable
terms and conditions acceptable to both parties, which ended in the timely
performance of Vintage's obligations.

Vintage has completed three acquisitions in the past 20 months, investing over
$8,000,000 of cash equity and securing debt of approximately $29,000,000. The
lender on the Bradford Square transaction, Heller Financial, has offered to
finance the acquisition of the ARVP III properties. The principals of Vintage
have been involved in over $300,000,000 of financings, including HUD programs).

In addition, Vintage has entered into an agreement with an investment
institution, which contemplates investing in ventures with Vintage to purchase
assisted living facilities. The terms of this agreement would provide for the
acquisition of the ARVP III properties.

In regards to the earnest money deposit, our offer to purchase included a
deposit of $200,000; this deposit was offered under similar terms and
conditions to those in the Bradford Square agreement. In addition, this amount
is proportionately in excess of the Bradford Square deposit.

Vintage is aware of the timing considerations and we believe that all
conditions can be satisfied within 90 to 120 days. Vintage also is aware of the
fire sprinkler issue at Chandler Villas. Vintage elects to increase its offer to
$20,000,000 from $19,500,000; in addition, Vintage will assume any costs
incurred due to Arizona Department of Health Services requirements to install
fire sprinklers at Chandler Villas. Based upon our calculations this increased
purchase price would result in a distribution in excess of $450 per unit to the
limited partners.

Finally, in regards to personal property we shall again refer to the Bradford
Square purchase, in which Vintage and ARVP III successfully settled all of
these issues at no material expense to ARVP III. Vintage Senior Housing, LLC is
capable and qualified to complete the proposed transaction. We are extending
the date of response from our earlier offer until 5:00 PM Wednesday, November
14, 2001.

Sincerely yours,
Vintage Senior Housing, LLC

/s/ Eric K. Davidson

Eric K. Davidson
Principal

EX-99.2

                                [ARV LETTERHEAD]

                                                                    Exhibit 99.2

November 13, 2001

Mr. Eric K. Davidson, Principal
Vintage Senior Housing, LLC
359 San Miguel Drive, Suite 300
Newport Beach, CA 92660


Re: November 9, 2001 Amended Conditional Proposal of Vintage Senior Housing, LLC
("Vintage") to Purchase the Assets of American Retirement Villas Properties III,
L.P. ("ARVP III") (the "Amended Conditional Offer")

Gentlemen:

         This letter will acknowledge receipt by ARV Assisted Living, Inc., as
the managing general partner of ARVP III, of the above-referenced Amended
Conditional Proposal.

         In our prior letter to you dated October 31, 2001, we appropriately and
specifically asked you for qualification of the capital sources referenced in
your highly conditional proposal. To reiterate, we asked you for satisfactory
written evidence of Vintage's ability to:

         1.       Pay the cash portion of the Purchase Price on a timely basis,
                  without delays;

         2.       Obtain on a timely basis HUD's approval of Vintage as a
                  sponsor and its consent to allow Vintage's assumption of the
                  $5,765,157 first mortgage loan on the Chandler Villas
                  property, as well as the ability to obtain sufficient new
                  financing proceeds to satisfy the mortgage indebtedness of
                  $8,005,395 encumbering the Villas Las Posas property that
                  matures on January 1, 2002; and

         3.       Deposit as of the opening of escrow nonrefundable earnest
                  money in a substantial amount, to provide the Partnership with
                  assurances that the escrow would close on a timely basis.

        Despite these clearly delineated requests, your Amended Conditional
Offer failed to address the concerns that we specified in our prior letter to
you and did not provide us with any evidence of Vintage's ability to perform the
above. We specifically need to see a loan commitment letter from Heller
Financial or other mortgage lender source and satisfactory evidence that you
have closed your equity transaction with the investment institution you
referenced in your letter.

         In response to the points that you raised in your letter, we do not
believe that you have provided us with any information that eliminates the
highly conditional nature of your original offer. Although, the Bradford Square
sale was eventually completed, extensions of the closing date were required by
Vintage. In my mind, closing in a "timely manner" would not necessitate the
extensions that Vintage requested. Additionally, a comparison to the Bradford
Square transaction in respect to the earnest money deposit that we are
requesting is not meaningful. Please keep in mind, that we are providing the
limited partners with a competitive alternative where the time frame of a
closing is certain and prompt. There was no such alternative to the Bradford
Square transaction.

         The unsubstantiated representations made to us in your letter do not
convince us that we should commit financial and management resources to pursuing
the Amended Conditional Proposal. Because we have not received a loan commitment
letter or evidence that you have raised any equity, you have not established for
us that the proposed terms of the Amended Conditional Proposal are viable and
that Vintage is a financially qualified buyer capable of performing under those
proposed terms.

         Accordingly, the Partnership will not entertain the Amended Conditional
Proposal.



Sincerely,



Douglas M. Pasquale
Chairman and Chief Executive Officer