As filed with the Securities and Exchange Commission on April 6, 2000
                                           Registration No. 333-_______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________

                          ARV Assisted Living, Inc.
           (Exact name of registrant as specified in its charter)
                             ___________________

             Delaware                               33-0160968
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

         245 Fischer Avenue, Suite D-1, Costa Mesa, California 92626
                               (714) 751-7400
        (Address and telephone number of principal executive offices)
                             ___________________

      1999 Stock Option and Incentive Plan of ARV Assisted Living, Inc.
                          (Full title of the plan)
                             ___________________

                Douglas M. Pasquale, Chief Executive Officer
                          ARV Assisted Living, Inc.
                        245 Fischer Avenue, Suite D-1
                        Costa Mesa, California 92626
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service: (714) 751-7400
                             ___________________

                      CALCULATION  OF REGISTRATION  FEE
<TABLE>
<CAPTION>
==========================================================================
                                  Proposed     Proposed
                                  maximum      maximum
Title of        Amount            offering     aggregate    Amount of
securities      to be             price        offering     registration
to be           registered        per unit     price        fee
registered
--------------------------------------------------------------------------
<S>             <C>               <C>          <C>          <C>
Common Stock,  2,400,000<1><2> $1.21875<3>   $2,925,000<3>  $773<3>
no par value

--------------------------------------------------------------------------
<FN>
<1>   This Registration Statement covers, in addition to the number of
      shares of Common Stock stated above, options and other rights to
      purchase or acquire the shares of Common Stock covered by the
      Prospectus and, pursuant to Rule 416(c) under the Securities Act
      of 1933, as amended (the "Securities Act"), an additional
      indeterminate number of shares, options and rights which by reason
      of certain events specified in the 1999 Stock Option and Incentive
      Plan of ARV Assisted Living, Inc. (the "Plan") may become subject
      to the Plan.

<2>   Each share is accompanied by a common share purchase right pursuant
      to the registrant's Rights Agreement dated as of May 14, 1998, as
      amended, with ChaseMellon Shareholder Services, L.L.C., as rights
      agent.

<3>   Pursuant to Rule 457(h), the maximum offering price, per share and
      in the aggregate, and the registration fee were calculated based
      upon the average of the high and low prices of the Common Stock on
      April 5, 2000, as reported on the American Stock Exchange and
      published in The Western Edition of The Wall Street Journal.

     The Exhibit Index for this Registration Statement is at page 8.
==========================================================================
</FN>
</TABLE>
<PAGE>

                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Securities Act
Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>                         2
                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

     The following documents of ARV Assisted Living, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1999, as amended;

     (b)  The description of the Company's Common Stock
          contained in its Registration Statement on Form 8-A
          filed on November 6, 1997, and any amendment or report
          filed for the purpose of updating such description; and

     (c)  The Company's Rights Agreement dated as of May 14,
          1998 with ChaseMellon Shareholder Services, L.L.C., as
          rights agent ("Chase"), filed as an exhibit to the
          Company's Quarterly Report for its quarterly period
          ended June 30, 1998, as amended by the First Amendment
          to Rights Agreement between the Company and Chase
          filed as an exhibit to the Company's Current Report on
          Form 8-K filed with the Commission on December 26,
          1998.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, no par value (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
<PAGE>                            3
Item 5.  Interests of Named Experts and Counsel

     The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Bernard
Wheeler-Medley.  Mr. Wheeler-Medley is the Vice President &
associate General Counsel of the Company, is compensated by the
Company as an employee, is the holder of options to acquire
shares of Common Stock and is eligible to participate in the
Plan.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation and Bylaws
provide for indemnification of the officers and directors of the
Company to the fullest extent permitted by law.  Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal
benefit.

     Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the
fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer is successful on
the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:
<PAGE>                           4
        (1)  To file, during any period in which offers or
    sales are being made, a post-effective amendment to this
    Registration Statement:

              (i)  To include any prospectus required
              by Section 10(a)(3) of the Securities Act;

              (ii) To reflect in the prospectus any
              facts or events arising after the effective date
              of the Registration Statement (or the most recent
              post-effective amendment thereof) which,
              individually or in the aggregate, represent a
              fundamental change in the information set forth in
              the Registration Statement; and

              (iii)    To include any material
              information with respect to the plan of
              distribution not previously disclosed in the
              Registration Statement or any material change to
              such information in the Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in the Registration
     Statement;

         (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and
     the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof; and

         (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

<PAGE>                          5

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Costa Mesa, State of California, on the 5th day of
April, 2000.



                              By:  /s/ Douglas M. Pasquale
                                  ------------------------------
                                 Douglas M. Pasquale, President,
                                 Chief Executive Officer and Director



                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Douglas M. Pasquale and Abdo H. Khoury, or either of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either
of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


     Signature                  Title                    Date

/s/ Douglas M. Pasquale   President, Chief           April 5, 2000
-----------------------   Executive Officer and
Douglas M. Pasquale       Director (Principal
                          Executive Officer)

/s/ Abdo H. Khoury        Senior Vice President,     April 5, 2000
-----------------------   Chief Financial Officer
Abdo H. Khoury            and Secretary (Principal
                          Financial and
                          Accounting Officer)

<PAGE>                                 6

/s/ David P. Collins      Director                   April 5, 2000
-----------------------
David P. Collins

/s/ Maurice J. DeWald     Director                   April 5, 200
-----------------------
Maurice J. DeWald


/s/ Jeffrey Koblentz     Director                   April 6, 2000
-----------------------
Jeffrey Koblentz

/s/ John A. Moore         Director                   April 5, 2000
-----------------------
John A. Moore

<PAGE>                                 7

                          EXHIBIT INDEX


Exhibit
Number               Description of Exhibit
-------              ----------------------

4.     1999 Stock Option and Incentive Plan of ARV Assisted
       Living, Inc.

5.     Opinion of Counsel (opinion re legality).

23.1   Consent of KPMG LLP (consent of independent
       auditors).

23.2   Consent of Counsel (included in Exhibit 5).

24.    Power of Attorney (included in this Registration
       Statement under "Signatures").

<PAGE>                          8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17681}]
{"company-data": {"conformed-name": "ARV ASSISTED LIVING INC", "cik": "0000949322", "assigned-sic": "8050", "irs-number": "330160968", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34164", "film-number": "594935"}, "business-address": {"street1": "245 FISCHER AVE", "street2": "SUITE D-1", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7147517400"}, "mail-address": {"street1": "245 FISCHER AVENUE", "street2": "SUITE D-1", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
As filed with the Securities and Exchange Commission on April 6, 2000
                                           Registration No. 333-_______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                             ___________________

                          ARV Assisted Living, Inc.
           (Exact name of registrant as specified in its charter)
                             ___________________

             Delaware                               33-0160968
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

         245 Fischer Avenue, Suite D-1, Costa Mesa, California 92626
                               (714) 751-7400
        (Address and telephone number of principal executive offices)
                             ___________________

      1999 Stock Option and Incentive Plan of ARV Assisted Living, Inc.
                          (Full title of the plan)
                             ___________________

                Douglas M. Pasquale, Chief Executive Officer
                          ARV Assisted Living, Inc.
                        245 Fischer Avenue, Suite D-1
                        Costa Mesa, California 92626
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service: (714) 751-7400
                             ___________________

                      CALCULATION  OF REGISTRATION  FEE
==========================================================================
                                  Proposed     Proposed
                                  maximum      maximum
Title of        Amount            offering     aggregate    Amount of
securities      to be             price        offering     registration
to be           registered        per unit     price        fee
registered
--------------------------------------------------------------------------
Common Stock,  2,400,000<1><2> $1.21875<3>   $2,925,000<3>  $773<3>
no par value

--------------------------------------------------------------------------
<1>   This Registration Statement covers, in addition to the number of
      shares of Common Stock stated above, options and other rights to
      purchase or acquire the shares of Common Stock covered by the
      Prospectus and, pursuant to Rule 416(c) under the Securities Act
      of 1933, as amended (the "Securities Act"), an additional
      indeterminate number of shares, options and rights which by reason
      of certain events specified in the 1999 Stock Option and Incentive
      Plan of ARV Assisted Living, Inc. (the "Plan") may become subject
      to the Plan.

<2>   Each share is accompanied by a common share purchase right pursuant
      to the registrant's Rights Agreement dated as of May 14, 1998, as
      amended, with ChaseMellon Shareholder Services, L.L.C., as rights
      agent.

<3>   Pursuant to Rule 457(h), the maximum offering price, per share and
      in the aggregate, and the registration fee were calculated based
      upon the average of the high and low prices of the Common Stock on
      April 5, 2000, as reported on the American Stock Exchange and
      published in The Western Edition of The Wall Street Journal.

     The Exhibit Index for this Registration Statement is at page 8.
==========================================================================
PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Securities Act
Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
2
                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents of ARV Assisted Living, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1999, as amended;

     (b)  The description of the Company's Common Stock
          contained in its Registration Statement on Form 8-A
          filed on November 6, 1997, and any amendment or report
          filed for the purpose of updating such description; and

     (c)  The Company's Rights Agreement dated as of May 14,
          1998 with ChaseMellon Shareholder Services, L.L.C., as
          rights agent ("Chase"), filed as an exhibit to the
          Company's Quarterly Report for its quarterly period
          ended June 30, 1998, as amended by the First Amendment
          to Rights Agreement between the Company and Chase
          filed as an exhibit to the Company's Current Report on
          Form 8-K filed with the Commission on December 26,
          1998.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, no par value (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
3
Item 5.  Interests of Named Experts and Counsel

     The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Bernard
Wheeler-Medley.  Mr. Wheeler-Medley is the Vice President &
associate General Counsel of the Company, is compensated by the
Company as an employee, is the holder of options to acquire
shares of Common Stock and is eligible to participate in the
Plan.

Item 6.  Indemnification of Directors and Officers

     The Company's Certificate of Incorporation and Bylaws
provide for indemnification of the officers and directors of the
Company to the fullest extent permitted by law.  Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal
benefit.

     Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the
fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer is successful on
the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:
4
        (1)  To file, during any period in which offers or
    sales are being made, a post-effective amendment to this
    Registration Statement:

              (i)  To include any prospectus required
              by Section 10(a)(3) of the Securities Act;

              (ii) To reflect in the prospectus any
              facts or events arising after the effective date
              of the Registration Statement (or the most recent
              post-effective amendment thereof) which,
              individually or in the aggregate, represent a
              fundamental change in the information set forth in
              the Registration Statement; and

              (iii)    To include any material
              information with respect to the plan of
              distribution not previously disclosed in the
              Registration Statement or any material change to
              such information in the Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act
     that are incorporated by reference in the Registration
     Statement;

         (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and
     the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof; and

         (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
5

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Costa Mesa, State of California, on the 5th day of
April, 2000.

                              By:  /s/ Douglas M. Pasquale
                                  ------------------------------
                                 Douglas M. Pasquale, President,
                                 Chief Executive Officer and Director

                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Douglas M. Pasquale and Abdo H. Khoury, or either of
them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either
of them individually, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

     Signature                  Title                    Date

/s/ Douglas M. Pasquale   President, Chief           April 5, 2000
-----------------------   Executive Officer and
Douglas M. Pasquale       Director (Principal
                          Executive Officer)

/s/ Abdo H. Khoury        Senior Vice President,     April 5, 2000
-----------------------   Chief Financial Officer
Abdo H. Khoury            and Secretary (Principal
                          Financial and
                          Accounting Officer)
6

/s/ David P. Collins      Director                   April 5, 2000
-----------------------
David P. Collins

/s/ Maurice J. DeWald     Director                   April 5, 200
-----------------------
Maurice J. DeWald

/s/ Jeffrey Koblentz     Director                   April 6, 2000
-----------------------
Jeffrey Koblentz

/s/ John A. Moore         Director                   April 5, 2000
-----------------------
John A. Moore
7

                          EXHIBIT INDEX

Exhibit
Number               Description of Exhibit
-------              ----------------------

4.     1999 Stock Option and Incentive Plan of ARV Assisted
       Living, Inc.

5.     Opinion of Counsel (opinion re legality).

23.1   Consent of KPMG LLP (consent of independent
       auditors).

23.2   Consent of Counsel (included in Exhibit 5).

24.    Power of Attorney (included in this Registration
       Statement under "Signatures").
8