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): August 23, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.

AMERICAN RETIREMENT VILLAS PROPERTIES II ("ARVP II")

On July 26, 1996, ARV Assisted Living, Inc. (the "Company") filed a second
tender offer (the "Offer") with the Securities and Exchange Commission
disclosing its offer to purchase up to 3,715 limited partnership units of
American Retirement Villas II, a California limited partnership, at a net cash
price per unit of $720.00, less second quarter distributions.  At the close of
the Offer on August 23, 1996, holders of approximately 2,148 units tendered
their shares representing approximately 6.2% of all units.  When added to the
previously acquired units, the Company owns 17,776 units or approximately 50.8%
of the limited partnership units.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

No financial statements are attached.  Financial Statements required pursuant
to Rule 3-05 of Regulation S-X will be filed within 60 days of this 8-K.


EXHIBIT 99.  Press release dated August 27, 1996 discussing the results of the
             tender offer and acquisition of Gayton Terrace.





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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: September 5, 1996





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EX-99

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                                                                  EXHIBIT 99



FOR IMMEDIATE RELEASE                     CONTACT: PATRICK M. DONOVAN
AUGUST 27, 1996                                    ARV ASSISTED LIVING, INC.
                                                   (714) 751-7400


             ARV ASSISTED LIVING ANNOUNCES ACQUISITION OF MAJORITY
                   INTEREST IN 10 ASSISTED LIVING FACILITIES

             ACQUISITION OF 92-UNIT RETIREMENT FACILITY IN VIRGINIA


         COSTA MESA, CALIF., AUGUST 27, 1996 -- ARV Assisted Living, Inc.
(NASDAQ: ARVI) today announced it has completed the acquisition of a majority
ownership interest in American Retirement Villas Properties II, a California
limited partnership and the acquisition of a 92-unit retirement facility in
Virginia.

         The Company reports that it has acquired an additional 6.1% interest in
American Retirement Villas Properties II for approximately $1.5 million.
Combined with the previously announced acquisition of a 44.6% interest for 
approximately $11.2 million, the Company now owns a 50.7% majority interest
in the partnership.  ARV Assisted Living will now consolidate the operations of
the partnership for financial reporting purposes.

         American Retirement Villas Properties II owns or leases 10 assisted
living facilities containing 941 units.  The assisted living facilities, which
are all located in California, had an average occupancy of 93% as of June 30,
1996. American Retirement Villas Properties II reported total revenue of $8.7
million and net income of $519,000 for the six-month ended June 30, 1996.

         ARV Assisted Living Chairman Gary L. Davidson said, "Our acquisition of
the majority interest in American Retirement Villas Properties II is consistent
with our long term strategy of increasing the number of assisted living
facilities owned or leased by the Company."

         ARV Assisted Living also announced closing the transaction to acquire
Gayton Terrace, a 92-unit retirement facility in Richmond, Virginia.  The
Company plans to add a 40-unit annex on the property.

         ARV Assisted Living, one of the largest operators of assisted living
facilities in the nation, currently operates 39 facilities throughout the United
States containing 4,915 units.  Fourteen additional facilities are under
development in California, Colorado, Florida, Massachusetts, Nevada, New Jersey,
New Mexico, New York and Texas which, when completed, will bring the total
number of assisted living facilities to 53 located in thirteen states.
                                     
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