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): December 23, 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 ANY AND ALL LIMITED PARTNERSHIP UNITS OF SENIOR INCOME 
FUND, L.P.

On December 23, 1996, ARV Assisted Living, Inc., a California corporation,
announced that its wholly-owned subsidiary LAVRA, Inc., a Delaware corporation
(the "Purchaser") filed a second tender offer (the "Second Offer") with the
Securities and Exchange Commission disclosing its offer to purchase any and all
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 Second Offer, the Purchaser is
offering a net cash price of $5.90 per Unit, less the amount of distributions
per Unit, if any, made, announced or paid by the Partnership from the date of
the Offer until the date on which tendered Units are purchased.

The Purchaser will acquire any and all Units validly tendered and not withdrawn
prior to the expiration date of the Offer at 12:00 midnight, New York time on
Friday, January 31, 1997 (unless extended).

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

No financial statements are attached.

Exhibit 99.1 Press release dated December 23, 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
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            Patrick M. Donovan
            Vice President, Finance
            (Duly authorized officer)

Date:     January 7, 1997




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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 ANY AND ALL UNITS OF SENIOR INCOME FUND L.P.

         COSTA MESA, CALIFORNIA, DECEMBER 23, 1996 - ARV Assisted Living, Inc.
(NASDAQ: ARVI) announced today that its wholly-owned subsidiary, LAVRA, Inc.,
has commenced a tender offer for any and all units of Senior Income Fund L.P.
at $5.90 net per unit in cash, less the amount of distributions made, announced
or paid by the partnership from the date of the offer until the date on which
the tendered units are purchased.

         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.

         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) 854-9486.













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