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): May 16, 1996

                        Commission file number 0-26980


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



             CALIFORNIA                                          33-016098
   (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)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400


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ITEM 5.  OTHER EVENTS.

OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS OF AMERICAN RETIREMENT VILLAS
PROPERTIES II

        Today, ARV Assisted Living, Inc. (the "Company") filed a tender offer
(the "Offer") with the Securities and Exchange Commission disclosing its offer
to purchase all outstanding limited partnership units of American Retirement
Villas II, a California limited partnership, not owned by the Company. Pursuant
to the terms of the Offer, the Company is offering to purchase any and all of
these 34,885.542 limited partnership units at a net cash price of $720.00 per
unit. In order for a tendering unitholder to participate in the Offer, limited
partnership units must be validly tendered and not withdrawn prior to the
expiration date which is 10:00 p.m., Dallas, Texas time, on June 14, 1996
(unless extended).

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        No financial statements are attached. A press release which discussed
the Offer was issued on May 16, 1996 is attached hereto as Exhibit 99.



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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/ Patrick M. Donovan
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     Patrick M. Donovan
     Vice President Finance
     (Duly authorized officer)

Date: May 16, 1996



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EX-99

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                                  EXHIBIT 99
                                  ----------
    
                                 PRESS RELEASE


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                                            ARV ASSISTED LIVING
                                            245 Fischer Avenue, D-1
                                            Costa Mesa, CA 92626-3545
                                            (714) 751-7400
                                            TRADED: NASDAQ: ARVI





                                      AT FINANCIAL RELATIONS BOARD:
AT THE COMPANY:                       Fiona Ross                          Kathy Brunson
David P. Collins                      General Information                 Analyst Contact
Senior Executive Vice President       11611 San Vicente Blvd., #700       75 N. Michigan, #2250
(714) 751-7400                        Los Angeles, CA 90049               Chicago, IL 60611
                                      (310) 442-0599                      (312) 266-7800



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FOR IMMEDIATE RELEASE
MAY 16, 1996


                    ARV ASSISTED LIVING OFFERS TO PURCHASE
                AMERICAN RETIREMENT VILLAS PROPERTIES II UNITS


        COSTA MESA, CALIFORNIA, MAY 16, 1996 -- ARV Assisted Living, Inc.
announced today that it is offering to purchase the limited partnerhsip units in
American Retirement Villas Properties II, a California limited partnership. The
offer is for any and all of the 34,885,542 limited partnership units of American
Retirement Villas Properties II not owned by ARV Assisted Living, Inc. at a net
cash price per unit of $720.00.


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