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: ~~January~~October 171, 2003

AMERICAN RETIREMENT VILLAS

PROPERTIES II

(Exact Name of Registrant as Specified in Charter)

CALIFORNIA		0-26468		33-0278155
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

CALIFORNIA

(State or Other Jurisdiction

of Incorporation)

0-26468

(Commission File Number)

33-0278155

(IRS Employer

Identification No.)

245 Fischer Avenue, D-1

Costa Mesa, CA 92626

(Address of Principal Executive Offices and Zip Code)

(714) 751-7400

(Registrant’s telephone number, including area code)

Item 5. ~~Other~~OTHER ~~Events~~EVENTS.

~~(a) ARV~~On ~~Assisted~~October ~~Living~~1, ~~Inc.~~2003, Atria Senior Living Group (“~~ARV~~Atria”), ~~the~~announced ~~Managing~~that ~~General~~John ~~Partner~~A. ofMoore ~~American~~has ~~Retirement~~been ~~Villas~~named ~~Properties~~as IIChief Executive ~~(“ARVP~~Officer ~~II”), announced~~of ~~that~~Atria. onIn ~~January~~connection 3,with ~~2003,~~this ~~ARV~~appointment, ~~Prometheus~~Mr. Moore was also named the Chairman and Chief Executive Officer of ARV Assisted Living, ~~LLC~~Inc. (“~~Prometheus~~ARV”), ~~and~~which ~~Jenny~~is ~~Merger~~a ~~Corp~~part of Atria., aMr. ~~wholly-owned~~Moore ~~subsidiary~~has ofserved ~~Prometheus~~a ~~(“Merger~~Director ~~Sub”),~~of ~~entered~~the Company ~~into~~since anJuly ~~Agreement~~1999 and ~~Plan~~will ofcontinue ~~Merger~~to ~~(the~~serve ~~“Merger Agreement”)~~as a Director.

~~Pursuant~~Mr. toMoore ~~the~~replaces ~~Merger~~Douglas ~~Agreement,~~M. onPasquale ~~the~~who ~~terms~~served ~~and~~as ~~conditions set forth therein, Merger Sub will merge (~~the ~~“Merger”)~~Chairman ~~with~~ and ~~into~~Chief ~~ARV,~~Executive ~~with~~Officer of ARV assince ~~the~~1999. ~~surviving~~In ~~entity~~connection ~~(the~~with ~~“Surviving Corporation”)~~Mr. ~~Upon~~Moore’s ~~consummation of the Merger~~appointment, ~~Prometheus~~ARV’s ~~will~~board ~~be the beneficial owner~~ of ~~100%~~directors ofaccepted ~~the~~Mr. ~~capital~~Pasquale’s ~~stock~~resignation ~~of the Surviving~~as ~~Corporation.~~Chairman ~~The~~and ~~Surviving~~Chief ~~Corporation~~Executive ~~will~~Officer ~~continue to be the Managing General Partner~~ of ~~ARVP II~~ARV.

~~The obligations of~~ ARV, ~~Prometheus,~~is ~~and Merger Sub to consummate~~ the general ~~Merger~~partner ~~are~~of ~~subject~~American toRetirement ~~certain~~Villas ~~closing~~Properties ~~conditions,~~II ~~including, among other things, that ARV obtain~~ (the ~~affirmative vote of a majority of all the outstanding common stock of ARV~~“Partnership”). ~~Prometheus~~ ~~currently owns approximately 43~~Mr.5% ofMoore ~~ARV’s~~is ~~outstanding~~a ~~common~~Managing ~~stock~~Principal and ~~its~~the ~~affiliate~~Chief ~~holds~~Financial aOfficer ~~warrant,~~of ~~which~~Lazard ifFrères ~~exercised,~~Real ~~would~~Estate ~~result~~Investors ~~in Prometheus and its affiliates~~L.L.C, ~~together,~~an ~~owning~~entity ~~approximately~~that ~~45.8%~~indirectly ~~of the ARV’s~~controls ~~outstanding~~Atria, ~~common~~including ~~stock~~ARV.

~~ARV~~The ~~will~~press ~~file~~release ~~proxy~~relating ~~materials~~to ~~with~~ the foregoing ~~Securities~~is ~~and~~attached ~~Exchange~~hereto ~~Commission~~as ~~for~~Exhibit a99.1 ~~special meeting~~and ofincorporated ~~ARV’s~~herein ~~stockholders~~by ~~to vote on the Merger~~reference.

~~The~~Certain information contained herein and in the attached press release ~~relating~~includes toforward-looking statements. Forward-looking statements include statements regarding the ~~forgoing~~Partnership’s isor ~~attached~~ARV’s expectations, ~~hereto~~beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as ~~Exhibit~~“may,” 99“will,” “anticipates,” “expects,” “believes,’ “intends,” “should,” or comparable terms or the negative thereof.1 ~~and~~All forward-looking ~~incorporated~~statements included herein byand ~~reference~~in the attached news release are based on information available to us on the date hereof. Such statements speak only as of the date hereof and neither the Partnership nor ARV assumes any obligation to update such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements.

Item 7. ~~Exhibits~~FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release dated January 3, 2003

(c)

Exhibits

Exhibit No.		Description

99.1		Press Release dated October 1, 2003

SIGNATURES

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 hereunto duly authorized.

AMERICAN RETIREMENT VILLAS PROPERTIES II By: ARV ASSISTED LIVING, INC., its Managing General Partner

	AMERICAN RETIREMENT VILLAS PROPERTIES II

	By:	ARV ASSISTED LIVING, INC., its Managing General Partner

Date: October 1, 2003		By: /s/ JOHN A. MOORE
		Name: John A. Moore Title: Chief Executive Officer

Date: January 17, 2003						By:		/s/ Douglas Pasquale
								Name: Douglas Pasquale Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit		Description
99.1		Press Release dated ~~January~~October 31, 2003

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