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                                                                   EXHIBIT 10.30

        FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT
                      OF ELDER HEALTHCARE DEVELOPERS, LLC

  THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF ELDER
HEALTHCARE DEVELOPERS, LLC ("Amendment") is made and entered into as of February
18, 1998, by and between ATRIA COMMUNITIES, INC., a Delaware corporation
("Atria"), and ASSISTED CARE DEVELOPERS, L.L.C., a Georgia limited liability
company ("Assisted Care").

  RECITALS:

  A. Atria and Assisted Care entered into an Operating Agreement ("Operating
Agreement") of Elder Healthcare Developers, LLC ("Company") dated as of April 1,
1997, and amended and restated by the parties on November 18, 1997.

  B. The parties desire to amend the Operating Agreement pursuant to the terms
of this Amendment.

  AGREEMENT:

  NOW, THEREFORE, the parties hereby agree as follows:

  1.  AMENDMENTS TO THE OPERATING AGREEMENT.

      1.1 AMENDMENTS TO SECTION 8.2.  Sections 8.2(a) and 8.2(b) of the
Operating Agreement are hereby amended to read in their entirety as follows:

          (a) Assisted Care shall be responsible for (1) locating sites for the
        development of the Company's facilities; (2) after obtaining approval of
        the development sites by the Management Committee, negotiating and
        executing the real estate purchase contracts on the Company's behalf;
        (3) conducting the due diligence investigation of the each site to be
        acquired by the Company; (4) closing the purchase of the real estate on
        the Company's behalf, and (5) obtaining all zoning changes, conditional
        use permits and other authorizations necessary or required to begin the
        construc tion of the Company's Assisted Living Facilities and otherwise
        preparing the site for construction.

          (b) Atria shall be responsible for (1) providing certain "pre-opening
        services" relating to obtaining demographic information on markets in
        which the Company intends to develop Facilities, the design and
        construction of the Company's Assisted Living Facilities, licensing the
        facility for operation, obtaining financing from lenders, and the
        recruiting, hiring and training of the facility's administrators, all in
        accordance with the provisions of the form of the Pre-Opening Services
        Agreement attached to this Agreement as Exhibit C; and (2) managing the
        operation of each of the Assisted Living Facilities once such facility
        has been constructed and a certificate of occupancy issued by the
        appropriate authorities. Atria shall have the right to designate one or
        more persons who have the
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        responsibility and authority to direct the day-to-day control and
        management of each Assisted Living Facility of the Company. The rights
        and responsibilities of Atria as manager of each facility shall be as
        set forth in the Management Agreement, a copy of which is attached as
        Exhibit B to this Agreement.

      1.2 AMENDMENTS TO SECTION 8.5.

          (a)  Sections 8.5(b) of the Operating Agreement is hereby amended to
read in its entirety as follows:

               (b)  In connection with the Management Services provided by Atria
          pursuant to the terms of the Management Agreement, the Company shall
          pay Atria a monthly fee equal to the greater of (1) five percent of
          the collected revenues for that month, or (2) $5,000. The calculation
          of the fee and the method of payment shall be as set forth in the
          Management Agreement.

          (b)  Section 8.5 to the Operating Agreement is hereby further amended
by adding an additional subsection (c) to Section 8.5, which subsection reads in
its entirety as follows:

               (c)  In connection with the pre-opening services provided by
          Atria pursuant to the terms of the Pre-Opening Services Agreement, the
          Company shall pay Atria the fees set forth in the Pre-Opening Services
          Agreement. Where the fee amount in such Agreement is not expressly set
          forth, Assisted Care and Atria shall negotiate the fees on a project
          by project basis. If the two Members are unable to agree on such fees
          the fee shall be determined by Atria with such amounts to be no
          greater than fees obtainable from independent third parties for
          comparable services.

   2.  AMENDMENT TO MANAGEMENT AGREEMENT.  Attached as Exhibit B is the revised
Management Agreement, as amended by correspondence between the parties, to
reflect the changes to the monthly fee payable to Atria for managing the
Company's Assisted Living Facilities. The amended Management Agreement
supersedes the Management Agreement attached to the Operating Agreement in its
entirety.

   3.  NO AMENDMENT TO BALANCE OF OPERATING AGREEMENT.  All other provisions
of the Operating Agreement remain unaffected and unchanged by this Amendment.

   4.  MISCELLANEOUS PROVISIONS.

       4.1  BINDING AGREEMENT.  Except as otherwise provided herein, this
Amendment shall be binding upon, and inure to the benefit of, the parties
hereto, and their respective successors and assigns.

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      4.2  ENTIRE AGREEMENT.  This Amendment contains the entire agreement
between the parties hereto with respect to the subject matter hereof.  No
variations, modifications or changes hereof shall be binding upon any Member
unless set forth in a document duly executed by such Member.

      4.3  COUNTERPARTS.  This Amendment may be signed in one or more
counterparts, each of which shall constitute an original agreement, but all of
which shall constitute one agreement.

  IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.

                                        ATRIA COMMUNITIES, INC.

                                        By: /s/ J. TIMOTHY WESLEY
                                           ------------------------------------
                                        Title: Chief Financial Officer
                                              ---------------------------------
                                                          ("Atria")

                                        ASSISTED CARE DEVELOPERS, L.L.C.

                                        By: /s/ GEORGE A. SCHOEPF
                                           ------------------------------------
                                        Title: President
                                              ---------------------------------
                                                      ("Assisted Care")

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