SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 200549

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

                                    FORM 8-K

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

                                 CURRENT REPORT


                    Pursuant to Section 13 or 15 (d) of the
                      Secuirities and Exchange Act of 1934


       Date of Report (Date of earliest event reported) January 29, 1997


                      INTEGRATED LIVING COMMUNITIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                      000-2163              52-01967027
-------------------------------        --------              -----------
(State or other jurisdiction of       (Commission           (IRS Employer
incorporation)                        File Number)           Identification No.)

24850 Old 41 Road, Suite 10, Bonita Springs, FL              34135
-----------------------------------------------              ------
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (941) 947-7200
                                                           --------------

                                 Not Applicable
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>
Item 2.   Acquisition or Disposition of Assets

          On January 29, 1997,  Integrated  Living  Communities  purchased  four
assisted living facilities (the bullock facilities) consisting of a total of 170
beds in Virginia.  The facilities are located in Portsmouth,  Norfolk,  Virginia
Beach,  and Gloucester  Virginia.  The four facilities were organized as limited
partnerships with the Bullock corporation as the general partner. The facilities
were  managed  by  American  Retirement  Homes.  Integrated  Living  Communities
purchased  the four  facilities  from the limited  partnerships  and the related
management contracts from American Retirement Homes for $15,750,000.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          a.   Financial Statements of Businesses Acquired.

          1.   It is  impracticable  for the  Company  to provide  the  required
               combined  balance sheets of the "Bullock  Facilities" and related
               combined statements of operations, changes in partnership deficit
               and cash flows for the year ended  December  31, 1996 on the date
               this report is being  filed.  The  Company  intends to file these
               required  financial  statements under cover of Form 8-K/A as soon
               as  practicable,  but not later  than 60 days after the date this
               report must have been filed.

          b.   Pro Forma Financial Information.

          It is impracticable  for the company to provide the required pro forma
          financial  information  on the date this  report is being  filed.  The
          Company  intends to file the  required  financial  statements  on Form
          8-K/A as soon as  practicable,  but not later  than 60 days after this
          report must have been filed.

          c.   Exhibits.

          2.1  Asset  Purchase  Agreement  dated  January 24, 1997, by and among
               Integrated Living Communiities of Portsmouth, Inc. and Retirement
               Home of  Portsmouth  Limited  Partnership  as Seller and  Bullock
               Corporation as general partner.

          2.2  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living  Communities of Redgate,  Inc., and Ghent Arms
               Limited  Partnership as Seller and Bullock Corporation as general
               partner.

          2.3  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living  Communities of Gloucester,  Inc. and American
               Retirement  Homes as Seller and Bullock  Corporation as successor
               and former  general  partner of  Retirement  Homes of  Gloucester
               Limited Partnership.

          2.4  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living   Communities  of  Virginia  Beach,  Inc.  and
               Retirement Homes of Virginia Beach Limited  Partnership as Seller
               and Bullock Corporation as general partner.

          2.5  Management  Agreements  Acquisition  Agreement  dated January 24,
               1997 by and  among  Integrated  Living  Communities  of  Redgate,
               Integrated  Living  Communities  of  Virginia  Beach,  Integrated
               Living  Communities of Gloucester,  Integrated Living Communities
               of Portsmouth as buyers and American  Retirement  Homes,  Inc. as
               seller.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5146}]
{"company-data": {"conformed-name": "INTEGRATED LIVING COMMUNITIES INC", "cik": "0001016202", "assigned-sic": "8051", "irs-number": "521967027", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21263", "film-number": "97529597"}, "business-address": {"street1": "24850 OLD 41 RD", "street2": "STE 10", "city": "BONITA SPRINGS", "state": "FL", "zip": "34135", "phone": "4109988844"}, "mail-address": {"street1": "10065 RED RUN BLVD", "city": "OWINGS MILLS", "state": "MD", "zip": "21117"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 200549

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

                                    FORM 8-K

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

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                      Secuirities and Exchange Act of 1934

       Date of Report (Date of earliest event reported) January 29, 1997

                      INTEGRATED LIVING COMMUNITIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                      000-2163              52-01967027
-------------------------------        --------              -----------
(State or other jurisdiction of       (Commission           (IRS Employer
incorporation)                        File Number)           Identification No.)

24850 Old 41 Road, Suite 10, Bonita Springs, FL              34135
-----------------------------------------------              ------
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (941) 947-7200
                                                           --------------

                                 Not Applicable
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
Item 2.   Acquisition or Disposition of Assets

          On January 29, 1997,  Integrated  Living  Communities  purchased  four
assisted living facilities (the bullock facilities) consisting of a total of 170
beds in Virginia.  The facilities are located in Portsmouth,  Norfolk,  Virginia
Beach,  and Gloucester  Virginia.  The four facilities were organized as limited
partnerships with the Bullock corporation as the general partner. The facilities
were  managed  by  American  Retirement  Homes.  Integrated  Living  Communities
purchased  the four  facilities  from the limited  partnerships  and the related
management contracts from American Retirement Homes for $15,750,000.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          a.   Financial Statements of Businesses Acquired.

          1.   It is  impracticable  for the  Company  to provide  the  required
               combined  balance sheets of the "Bullock  Facilities" and related
               combined statements of operations, changes in partnership deficit
               and cash flows for the year ended  December  31, 1996 on the date
               this report is being  filed.  The  Company  intends to file these
               required  financial  statements under cover of Form 8-K/A as soon
               as  practicable,  but not later  than 60 days after the date this
               report must have been filed.

          b.   Pro Forma Financial Information.

          It is impracticable  for the company to provide the required pro forma
          financial  information  on the date this  report is being  filed.  The
          Company  intends to file the  required  financial  statements  on Form
          8-K/A as soon as  practicable,  but not later  than 60 days after this
          report must have been filed.

          c.   Exhibits.

          2.1  Asset  Purchase  Agreement  dated  January 24, 1997, by and among
               Integrated Living Communiities of Portsmouth, Inc. and Retirement
               Home of  Portsmouth  Limited  Partnership  as Seller and  Bullock
               Corporation as general partner.

          2.2  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living  Communities of Redgate,  Inc., and Ghent Arms
               Limited  Partnership as Seller and Bullock Corporation as general
               partner.

          2.3  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living  Communities of Gloucester,  Inc. and American
               Retirement  Homes as Seller and Bullock  Corporation as successor
               and former  general  partner of  Retirement  Homes of  Gloucester
               Limited Partnership.

          2.4  Asset  Purchase  Agreement  dated  January  24, 1997 by and among
               Integrated  Living   Communities  of  Virginia  Beach,  Inc.  and
               Retirement Homes of Virginia Beach Limited  Partnership as Seller
               and Bullock Corporation as general partner.

          2.5  Management  Agreements  Acquisition  Agreement  dated January 24,
               1997 by and  among  Integrated  Living  Communities  of  Redgate,
               Integrated  Living  Communities  of  Virginia  Beach,  Integrated
               Living  Communities of Gloucester,  Integrated Living Communities
               of Portsmouth as buyers and American  Retirement  Homes,  Inc. as
               seller.