EXHIBIT T3A-2

             FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                         ASSISTED LIVING CONCEPTS, INC.

        The undersigned, for the purpose of amending and restating the Articles
of Incorporation, as amended, of Assisted Living Concepts, Inc., a Nevada
corporation (the "Corporation"), under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes and the acts
amendatory thereof (collectively, the "General Corporation Law of the State of
Nevada"), does hereby certify under penalty of perjury and execute the
following:

        A. On July 19, 1994, the Corporation filed its Articles of Incorporation
(the "Original Articles") with the Secretary of State of the State of Nevada
pursuant to which the Corporation was originally incorporated pursuant to the
General Corporation Law of the State of Nevada under the name "Assisted Living
Concepts, Inc."

        B. On August 5, 1994, the Corporation filed a Certificate of Amendment
of Articles of Incorporation with the Secretary of State of the State of Nevada
(the "Amended Articles").

        C: On June 27, 1997, the Corporation filed a Certificate Pursuant to NRS
78.207 with the Secretary of State of the State of Nevada (the "Class Change").

        D. On July 15, 1997, the Corporation filed a Certificate of Designations
of Series A Junior Participating Preferred Stock with the Secretary of State of
the State of Nevada (the "Certificate of Designation," and together with the
Original Articles, the Amended Articles and the Class Change, the "Articles of
Incorporation").

        E. On _________, _____, the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") entered a confirmation order (the
"Confirmation Order") confirming a plan of reorganization for the Corporation
and one of its subsidiaries (the "Plan").

        F. Concurrently herewith, the Corporation has filed a certified copy of
the Plan with the Secretary of State of the State of Nevada.

        G. The Plan provides for the amendment and restatement of the Articles
of Incorporation in their entirety as follows:

                                   ARTICLE I.
                                      NAME

        The name of the Corporation is Assisted Living Concepts, Inc. and shall
hereinafter be referred to as the "Corporation."




                                   ARTICLE II.
                                REGISTERED OFFICE

        The name of the Corporation's resident agent in the State of Nevada is
The Prentice-Hall Corporation System, Nevada, Inc., and the street address of
the resident agent where process may be served on the Corporation is 502 East
John Street, Carson City, Nevada 89706. The Corporation may, from time to time,
in the manner provided by law, change the resident agent and the registered
office within the State of Nevada. The Corporation may also maintain an office
or offices for the conduct of its business, either within or without the State
of Nevada.

                                  ARTICLE III.
                                  CAPITAL STOCK

        A. Authorized Shares. The aggregate number of shares which the
Corporation shall have authority to issue is twenty three million two hundred
fifty thousand (23,250,000) shares consisting of twenty million (20,000,000)
shares of common stock, par value $.01 per share, and three million two hundred
fifty thousand (3,250,000) shares of preferred stock, par value $.01 par value.
The capital stock of the Corporation shall not be assessable for any purpose,
and no stock issued as fully paid shall ever be assessable or assessed. No
stockholder of the Corporation is individually liable for the debts or
liabilities of the Corporation. The Corporation shall be prohibited from issuing
non-voting equity securities to the extent required by Section 1123(a)(6) of the
United States Bankruptcy Code.

        B. Issuance and Rights of Preferred Shares. The shares of preferred
stock may be issued and reissued from time to time in one or more series. The
Board of Directors is hereby authorized to fix or alter the dividend rights,
dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, the
liquidation preference, and any other rights, preferences, privileges,
attributes or other matters which may be reserved to the Board of Directors by
law, of any wholly-unissued series of preferred stock, and the number of shares
constituting any such series and the designation thereof; and to increase the
number of shares of any series at any time. In case the outstanding shares of
any series shall be reacquired or shall not be issued, such shares may be
designated or redesignated and altered, and issued or reissued, hereunder, by
action of the Board of Directors.

        C. Cumulative Voting for Directors. No stockholder of the Corporation
shall be entitled to cumulative voting of his or her shares for the election of
directors.

        D. Preemptive Rights. No stockholder of the Corporation shall have any
preemptive rights.

                                   ARTICLE IV.
                                     BYLAWS

        Except as otherwise provided in these Amended and Restated Articles of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board




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of Directors of the Corporation is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the Corporation.

                                   ARTICLE V.
                               BOARD OF DIRECTORS

        A. Governing Body. The governing board of the Corporation shall be
styled as a "Board of Directors," and any member of said Board shall be styled
as a "Director." The number of members constituting the Board of Directors of
the Corporation is currently seven.

        The number of directors of the Corporation may be increased or decreased
in the manner provided in the Bylaws of the Corporation; provided, that the
number of directors shall never be less than one. In the interim between
elections of directors by stockholders entitled to vote, all vacancies
(including vacancies caused by an increase in the number of directors or
resulting from the removal of directors by the stockholders entitled to vote)
which are not filled by said stockholders may be filled by the remaining
directors, though less than a quorum.

        B. Limitation of Personal Liability

        The personal liability of the directors and officers of the Corporation
is hereby eliminated to the fullest extent permitted by the General Corporation
Law of the State of Nevada.

        The Corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, indemnify its directors, officers,
employees and agents under said law from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said law,
and the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                   ARTICLE VI.
                                    EXISTENCE

        The Corporation shall have perpetual existence.

                                  ARTICLE VII.
                                     PURPOSE

        The purpose of this Corporation is to engage in any lawful act or
activity for which a business corporation may be organized under the General
Corporation Law of the State of Nevada.


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                                  ARTICLE VIII.
                                   AMENDMENTS

        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Amended and Restated Articles of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                      * * *

        H. The foregoing Amended and Restated Articles of Incorporation of the
Corporation have set forth the text of the Articles of Incorporation of the
Corporation as amended and restated to this date.

        I. The Bankruptcy Court has authorized the undersigned to execute these
Amended and Restated Articles of Incorporation.

                            (Signature Page Follows)




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        IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation
has been executed by the [___________] of the Corporation on this __day of
___________, 2001.


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