8-K

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                       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 (Date of earliest event reported): February 12, 1998

                         Commission file number 0-26980


                            ARV ASSISTED LIVING, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                 CALIFORNIA                                  33-0160968
      (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)


          245 FISCHER AVENUE, D-1
               COSTA MESA, CA                                   92626
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                    (ZIP CODE)


        REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400



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ITEM 5. OTHER EVENTS.

PURCHASE AND SALE AGREEMENTS

As of February 12, 1998, ARV Assisted Living, Inc. ("ARV") entered into Purchase
and Sale Agreements with The Hillsdale Group, L.P., a California limited
partnership; 270 Center Associates, Limited Partnership and TH Group, Inc., a
California corporation, to purchase interests in thirteen (13) senior housing
communities located in California, containing approximately 1,900 units, for
approximately $88 million.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)     Exhibits

        Number               Exhibit
        ------               -------
         99.1                Press Release dated February 12, 1998.



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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, thereunto duly authorized.

ARV Assisted Living, Inc.


By: /s/ Graham Espley-Jones
    --------------------------------
        Graham Espley-Jones
        Chief Financial Officer
        (Duly authorized officer)


Date: March 4, 1998



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                                 EXHIBIT INDEX

        Exhibit
        Number               Description
        -------              -----------
         99.1                Press Release dated February 12, 1998.

EX-99.1

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                                                                    EXHIBIT 99.1


        ARV ASSISTED LIVING ENTERS INTO AGREEMENT IN PRINCIPLE TO ACQUIRE
            INTERESTS IN 13 SENIOR HOUSING COMMUNITIES IN CALIFORNIA

        Costa Mesa, Calif. - February 12, 1998 - ARV Assisted Living, Inc.
(Amex:SRS) announced today it has entered into a non-binding agreement in
principle to purchase interests in 13 senior housing communities containing
approximately 1,900 units, located in California, for $88.0 million. The
communities, which complement ARV's geographic clusters in Southern and Northern
California, are expected to be purchased from Burlingame, California - based
Hillsdale Group, L.P., an investment of Fremont Realty Capital, L.L.C.

        Following the closing of the transaction, which further consolidates
ARV's position as California's largest assisted living provider, the company
would operate 43 communities containing 5,300 units in California. On a national
basis, ARV will have 63 operating communities containing 8,300 units located in
10 states.

        "Our strategic plan calls for the acquisition of communities that
complement our existing geographic clusters or that create new clusters," said
Howard G.Phanstiel, Chairman and Chief Executive Officer of ARV Assisted Living,
Inc. "This acquisition will allow us to proceed with our major strategic goals
and significantly increase our market position in California, the nation's most
populous state."

        The forward-looking statements contained in this news release are
subject to certain risks and uncertainties that could cause actual results to
differ materially, including, without limitation, the risk that a binding
contract will not be entered into and the inability to satisfy licensure
requirements for acquired facilities. Closing of this transaction will be
subject to, among other things, the consent of third parties and real estate and
licensing due diligence.

         ARV Assisted Living, Inc. was founded in 1980. The company is one of
the nation's leading providers of assisted living as well as California's
leading provider. ARV currently operates 50 communities containing about 6,400
units in 10 states. It has four communities containing 510 units under
construction in California, Florida, Massachusetts and Nevada.