SC TO-T/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                   SCHEDULE TO
                                 (Rule 14d-100)
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 3)

                        --------------------------------

                 AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P.
                       (Name of Subject Company (Issuer))

                             ARVP ACQUISITION, L.P.
                            ARV ASSISTED LIVING, INC.
                       (Names of Filing Person (Offeror))

                            LIMITED PARTNERSHIP UNITS
                         (Title of Class of Securities)

                                    029317203
                      (CUSIP Number of Class of Securities)

                        --------------------------------

                               Douglas M. Pasquale
                             Chief Executive Officer
                             ARVP Acquisition, L.P.
                            ARV Assisted Living, Inc.
                          245 Fischer Avenue, Suite D-1
                              Costa Mesa, CA 92626
                                 (714) 751-7400.

           (Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing persons)

                                 With a copy to:

                              Gary J. Singer, Esq.
                              O'Melveny & Myers LLP
                            610 Newport Center Drive
                                   17th Floor
                         Newport Beach, California 92660
                                 (949) 760-9600

                        --------------------------------




                            Calculation of Filing Fee




- --------------------------------------------------------------------------------
       Transaction valuation*                          Amount of filing fee**
                                                        
            $7,466,400                                       $1,493
- --------------------------------------------------------------------------------



* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of all of the outstanding limited partnership units of
American Retirement Villas Properties III, L.P. at a net cash purchase price of
$400 per unit. There are 18,666 limited partnership units currently outstanding.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.

[X]     Check the box if any part of the fee is offset as provided by Rule
        0-11(a)(2) and identify the filing with which the offsetting fee was
        previously paid. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

        Amount Previously Paid: $1,493

        Form or Registration No.: Schedule TO and Amendment No. 1 to Schedule TO

        Filing Party: ARVP Acquisition, L.P. and ARV Assisted Living, Inc.

        Date Filed: October 18, 2001 and October 31, 2001

[ ]     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]     third-party tender offer subject to Rule 14d-1.

[ ]     issuer tender offer subject to Rule 13e-4.

[X]     going-private transaction subject to Rule 13e-3.

[ ]     amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]


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                         AMENDMENT NO. 3 TO SCHEDULE TO


        This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO ("Schedule TO") filed by ARVP Acquisition, L.P. (the "Purchaser")
and ARV Assisted Living, Inc. the "General Partner" of American Retirement
Villas Properties III, L.P., a California limited partnership (the
"Partnership"), on October 18, 2001, as amended and supplemented on October 31
and November 16, 2001.

        This Amendment No. 3 to the Schedule TO is being filed on behalf of the
Purchaser and the General Partner.

        The information set forth in the Offer to Purchase and in the Amendment
and Supplement thereto, including all schedules and annexes thereto, and the
Letter of Transmittal is hereby incorporated by reference herein in answer to
the items of this Schedule TO.


                                       3


ITEM 12. EXHIBITS.

(a)(5)(F)    Letter to Unitholders, dated November 19, 2001.



                                       4


                                    SIGNATURE


        After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of November 20, 2001 that the information set
forth in this statement is true, complete and correct.


                                        ARVP ACQUISITION, L.P.


                                        By: ARV ASSISTED LIVING, INC.
                                            as General Partner


                                        By: /s/ DOUGLAS M. PASQUALE
                                           ------------------------------------
                                           Name:  Douglas M. Pasquale
                                           Title: Chairman and Chief Executive
                                                  Officer


                                        ARV ASSISTED LIVING, INC.


                                        By: /s/ DOUGLAS M. PASQUALE
                                           ------------------------------------
                                           Name:  Douglas M. Pasquale
                                           Title: Chairman and Chief Executive
                                                  Officer


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                                  EXHIBIT INDEX


EXHIBIT NO.      DESCRIPTION
- -----------      -----------

(a)(5)(F)        Letter to Unitholders, dated November 19, 2001.


                                       6

EX-99.(A)(5)(F)

                                                                EXHIBT (A)(5)(F)

November 19, 2001


Dear Unitholder:

I am pleased to report that we have been successful in purchasing approximately
5,900 limited partnership units representing about 32% of the total units. For
those of you who tendered your units, you should be receiving a check for $400
per unit tendered in the next several days.

At the request of many of you who have experienced difficulties with the mail or
other problems in tendering your units, we have extended the period of time for
you to tender units through December 14, 2001. As additional units are tendered,
you will receive payment promptly. I have enclosed our press release announcing
the extension of the tender offer.

Instead of providing us with the requested evidence of their ability and
commitment to close on their highly conditional offer to purchase properties in
our partnership, we received a letter from Vintage modestly increasing their
offer price. We responded to Vintage, as we have done before, by stating that
they need to provide us with evidence of their ability to finance the purchase
and make a substantial nonrefundable earnest money deposit. We believe that if
you are seeking liquidity for your units, our tender continues to be the most
attractive alternative.

If you should have any questions about the extension of the tender offer, please
feel free to call Georgeson Shareholder Communications, Inc., at (800) 223-2064
or Ms. Connie Lester at (714) 435-4338.

Thank you for your support.

Sincerely,



Douglas M. Pasquale
Chairman and Chief Executive Officer

DMP/ps

Enclosure