SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                        ________________

                          SCHEDULE 13G/A
                        ________________

     INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       (AMENDMENT NO. 1)*

                      ARV Assisted Living Inc.
                        (NAME OF ISSUER)

                  Common Stock, no par value
                 (TITLE OF CLASS OF SECURITIES)

                           00204C 10 7
                         (CUSIP NUMBER)





__________________

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).

                       PAGE 1 OF 7 PAGES 





                               13G/A

CUSIP No.  00204C 10 7
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Ardsley Advisory Partners
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          Connecticut
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    725,000
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    725,000
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               725,000
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
               6.26%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
               IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 2 OF 7 PAGES




ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
          This Schedule 13G is filed by Ardsley, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to the 725,000 shares of Common Stock held at December 
31, 1997 by the Discretionary Accounts managed by Ardsley and Mr. Hempleman.

          By reason of the prvsns. in Rule 13d-3 under the Act, Ardsley and Mr. 
Hempleman are deemed to own beneficially the shares of Common Stock owned 
by the Discretionary Accounts.  Each client for whose account Ardsley had 
purchased Common Stock has the right to receive or power to direct the receipt 
of dividends from, or the proceeds from the sale of, such Common Stock purchased
for his account.  No such client has any of the foregoing rights with respect
to more than five percent of the class of securities identified in Item 2(d).
There is no agreement or understanding among such persons to act together for
the purpose of acquiring, holding, voting or disposing of any such securities.

          To the knowledge of Ardsley, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, a number of such Common Stock which represents more than five
percent of the number of outstanding shares of Common Stock.









                              PAGE 5 OF 7 PAGES




ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.



                            SIGNATURE

          After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.




                              February ____, 1998



                         /s/ Philip J. Hempleman
                         -------------------
                              Philip J. Hempleman, as
                              Managing Partner of 
                              Ardsley Advisory Partners



                         /s/ Philip J. Hempleman
                         -------------------
                              Philip J. Hempleman


                        PAGE  7 OF 7 PAGES