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): November 8, 1996

                         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)


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

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ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS OF SENIOR INCOME FUND, L.P.

On November 8, 1996, ARV Assisted Living, Inc., a California corporation,
announced that its wholly-owned subsidiary LAVRA, Inc., a Delaware corporation
(the "Purchaser") filed a tender offer (the "Offer") with the Securities and
Exchange Commission disclosing its offer to purchase up to 2,027,550 outstanding
limited partnership units (the "Units") of Senior Income Fund, L.P., a Delaware
limited partnership (the "Partnership"), not already owned by the Purchaser.
Pursuant to the terms of the Offer, the Purchaser is offering to acquire up to
2,027,550 Units representing 42% of the outstanding limited partnership
interests of the Partnership, at a net cash price of $5.00 per Unit less the
amount of distributions made by the Partnership from the date of the Offer until
the date on which tendered Units are purchased.

The Purchaser will acquire up to 2,027,550 validly tendered and not withdrawn
prior to the expiration date of the Offer at 12:00 midnight, New York time on
Monday, December 9, 1996 (unless extended). The Offer is not subject to the
Purchaser obtaining financing.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

No financial statements are attached.

99.1 Press release dated November 8, 1996 disclosing the Offer.
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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
       --------------------------
       Patrick M. Donovan
       Vice President, Finance
       (Duly authorized officer)

Date: November 21, 1996

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EX-99.1

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                                                                    EXHIBIT 99.1

                                  NEWS RELEASE
CONTACT:
Sheila M. Muldoon, Esq.
ARV Assisted Living, Inc.
245 Fischer Avenue, Suite D-1
Costa Mesa, CA 92626
(714) 751-7400

FOR IMMEDIATE RELEASE:

              ARV ASSISTED LIVING, INC. ANNOUNCES CASH TENDER OFFER
              FOR UP TO 2,027,550 UNITS OF SENIOR INCOME FUND L.P.

         COSTA MESA, CALIFORNIA, NOVEMBER 8, 1996 - ARV Assisted Living, Inc.
(NASDAQ: ARVI) announced today that its wholly-owned subsidiary, LAVRA, Inc.,
has commenced a tender offer for up to 2,027,550 units of Senior Income Fund
L.P. at $5.00 net per unit in cash, less the amount of distributions made by the
partnership from the date of the offer until the date on which the tendered
units are purchased. The offer is not subject to obtaining financing.

         Senior Income Fund L.P. (formerly Shearson Lehman Income Fund Limited
Partnership) is a Delaware limited partnership formed in 1986 for the primary
purpose of acquiring a general partnership interest in a separate partnership
that was formed to acquire, operate and ultimately sell four residential
facilities for senior citizens in Southern California. Senior Income Fund L.P.
currently holds the four facilities through its interest in the separate
partnership.

         ARV Assisted Living, Inc., a California corporation formed in 1985, is
one of the largest operators of licensed assisted living facilities in the
United States based on the number of residents. ARVI is a fully integrated
provider of assisted living accommodations and services that operates, acquires,
and develops assisted living facilities.

         Beacon Hill Partners, Inc. is acting as Information Agent for the
tender offer and IBJ Schroder Bank and Trust Company is the Depository.

         The terms and details of the tender offer are contained in the Offer to
Purchase and the related Letter of Transmittal, copies of which are available
upon request from Beacon Hill Partners, Inc., 90 Broad Street, New York, New
York 10004, telephone (800) 755-5001.


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