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

                          SCHEDULE 13G
                        ________________

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED
         PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
              THERETO FILED PURSUANT TO RULE 13d-2(b)

                       (AMENDMENT NO. 2)1

                      ARV Assisted Living Inc.
                        (NAME OF ISSUER)

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

                           00204C 10 7
                         (CUSIP NUMBER)

                          December 31, 1998
        (Date of Event which requires Filing of this Statement)

        Check the appropriate box to designate the rule
        pursuant to which this Schedule is filed:

                  x Rule 13d-1(b)
                  o Rule 13d-1(c)
                  o Rule 13d-1(d)


__________________

1    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 6 PAGES 





                               13G

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
                    0
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    0
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               0
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
               0%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
               IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

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ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          Not Applicable.








                              PAGE 5 OF 6 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 ____, 1999



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



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



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