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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



(Mark One)

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  | 
|  |  | FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004                                           
|  | 
|  |  | OR                                                                                      
|  | 
| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | 
|  |  | FOR THE TRANSITION PERIOD
FROM  TO                                                      



Commission file
number: 0-26468



AMERICAN RETIREMENT VILLAS

PROPERTIES II,

A
CALIFORNIA LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 33-0278155                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)



|                                                |  |           
|----------------------------------------------- |  | ----------
|501 S. Fourth Avenue, Suite 140, Louisville, KY |  | 40202     
|(Address of principal executive office)         |  | (Zip code)



Registrants
telephone number, including area code: (502) 719-1600



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q.  Yes  x    No ̈



The aggregate market value of the voting units held by non-affiliates of registrant, computed by reference to the price at which units were sold, was $5,426,850 (for purposes of calculating the preceding amount only,
all directors, executive officers and unitholders holding 5% or greater of the registrants units are assumed to be affiliates). The number of Units outstanding as of March 31, 2004 was 35,020.



Indicate by check mark whether the registrant is accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes ̈No  x



The aggregate market value of the voting and non-voting units
held by non-affiliates computed by reference to the price at which the units were last sold was $5,426,850, as of March 31, 2004.



---



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PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS



AMERICAN RETIREMENT VILLAS PROPERTIES II,

A California Limited Partnership



CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

|
|





|                                                                                                                                              |  |                |        |   |                   |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                                                                                                                              |  | March 31, 2004 |        |   | December 31, 2003 |  
|ASSETS                                                                                                                                        |  |                |        |   |                   |   |        |  
|Properties, at cost:                                                                                                                          |  |                |        |   |                   |   |        |  
|Land                                                                                                                                          |  | $              | 11,453 |   |                   | $ | 11,453 |  
|Buildings and improvements, less accumulated depreciation of $11,034 and $10,822 at March 31, 2004 and December 31, 2003,
respectively        |  |                | 18,552 |   |                   |   | 18,753 |  
|Leasehold property and improvements, less accumulated depreciation of $1,480 and $1,457 at March 31, 2004 and December 31, 2003,
respectively |  |                | 349    |   |                   |   | 369    |  
|Furniture, fixtures and equipment, less accumulated depreciation of $1,716 and $1,580 at March 31, 2004 and December 31, 2003,
respectively   |  |                | 1,460  |   |                   |   | 1,453  |  
|Construction in Progress                                                                                                                      |  |                | 68     |   |                   |   | 264    |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|Net properties                                                                                                                                |  |                | 31,882 |   |                   |   | 32,292 |  
|Cash and cash equivalents                                                                                                                     |  |                | 3,989  |   |                   |   | 4,069  |  
|Deferred financing costs, less accumulated amortization of $87 and $80 at March 31, 2004 and December 31, 2003,
respectively                  |  |                | 895    |   |                   |   | 900    |  
|Other assets, including impound accounts of $2,680 and $2,464 at March 31, 2004 and December 31, 2003, respectively                           |  |                | 3,852  |   |                   |   | 3,244  |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|                                                                                                                                              |  | $              | 40,618 |   |                   | $ | 40,505 |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|LIABILITIES AND PARTNERS DEFICIT                                                                                                             |  |                |        |   |                   |   |        |  
|Notes payable                                                                                                                                 |  | $              | 41,412 |   |                   | $ | 41,506 |  
|Accounts payable                                                                                                                              |  |                | 30     |   |                   |   | 84     |  
|Accrued expenses                                                                                                                              |  |                | 2,510  |   |                   |   | 2,718  |  
|Amounts payable to affiliate                                                                                                                  |  |                | 354    |   |                   |   | 380    |  
|Tenant prepaid rent and assisted living services                                                                                              |  |                | 128    |   |                   |   | 33     |  
|Distributions payable                                                                                                                         |  |                | 18     |   |                   |   | 18     |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|Total liabilities                                                                                                                             |  |                | 44,452 |   |                   |   | 44,739 |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|                                                                                                                                              |  |               
|Commitments and contingencies                                                                                                                 |  |                |       |   |                   |   |       |  
|Partners deficit:                                                                                                                            |  |                |        |   |                   |   |        |  
|General partners                                                                                                                              |  |                | 1      |   |                   |   | 1      |  
|Special limited partners                                                                                                                      |  |                | 105    |   |                   |   | 105    |  
|Limited partners, 35,020 units authorized, issued and outstanding                                                                             |  |                | (3,940 | ) |                   |   | (4,340 | )
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|Total partners deficit                                                                                                                       |  |                | (3,834 | ) |                   |   | (4,234 | )
|                                                                                                                                              |  |                |        |   |                   |   |        |  
|                                                                                                                                              |  | $              | 40,618 |   |                   | $ | 40,505 |  
|                                                                                                                                              |  |                |        |   |                   |   |        |  



See accompanying notes
to the unaudited condensed consolidated financial statements.



2



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AMERICAN RETIREMENT VILLAS PROPERTIES II,

A California Limited Partnership



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except unit data)



|                                    |  |                                     |       |      |   |      
|----------------------------------- |  | ----------------------------------- | ----- | ---- | - | -----
|                                    |  | For the ThreeMonths Ended March 31,
|                                    |  | 2004                                |       | 2003
|Revenues:                           |  |                                     |       |      |   |      
|Rent                                |  | $                                   | 5,314 |      | $ | 4,764
|Assisted living                     |  |                                     | 1,118 |      |   | 1,001
|Interest and other                  |  |                                     | 141   |      |   | 133  
|                                    |  |                                     |       |      |   |      
|Total revenues                      |  |                                     | 6,573 |      |   | 5,898
|                                    |  |                                     |       |      |   |      
|                                    |  |                                    
|Costs and expenses:                 |  |                                     |       |      |   |      
|Rental property operations          |  |                                     | 3,442 |      |   | 3,029
|Assisted living                     |  |                                     | 766   |      |   | 642  
|General and administrative          |  |                                     | 296   |      |   | 396  
|Communities rent                    |  |                                     | 108   |      |   | 93   
|Depreciation                        |  |                                     | 371   |      |   | 364  
|Property taxes                      |  |                                     | 181   |      |   | 126  
|Advertising                         |  |                                     | 128   |      |   | 102  
|Interest                            |  |                                     | 881   |      |   | 907  
|                                    |  |                                     |       |      |   |      
|Total costs and expenses            |  |                                     | 6,173 |      |   | 5,659
|                                    |  |                                     |       |      |   |      
|Net income                          |  | $                                   | 400   |      | $ | 239  
|                                    |  |                                     |       |      |   |      
|Net income per limited partner unit |  | $                                   | 11.30 |      | $ | 6.76 
|                                    |  |                                     |       |      |   |      



See accompanying notes
to the unaudited condensed consolidated financial statements.



3



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AMERICAN RETIREMENT VILLAS PROPERTIES II,

A California Limited Partnership



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



|                                                                                          |  |                                     |       |   |      |   |       |  
|----------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | - | ---- | - | ----- | -
|                                                                                          |  | For the ThreeMonths Ended March 31, |      
|                                                                                          |  | 2004                                |       |   | 2003 |  
|Cash flows from operating activities:                                                     |  |                                     |       |   |      |   |       |  
|Net income                                                                                |  | $                                   | 400   |   |      | $ | 239   |  
|Adjustments to reconcile net income to net cash provided by operating activities:         |  |                                     |       |   |      |   |       |  
|Depreciation and amortization                                                             |  |                                     | 378   |   |      |   | 389   |  
|Change in assets and liabilities:                                                         |  |                                     |       |   |      |   |       |  
|Other assets                                                                              |  |                                     | (392  | ) |      |   | 55    |  
|Accounts payable and accrued expenses                                                     |  |                                     | (32   | ) |      |   | (96   | )
|Tenant prepaid rent and assisted living services                                          |  |                                     | 95    |   |      |   | 5     |  
|Amounts payable to affiliates                                                             |  |                                     | (26   | ) |      |   | (149  | )
|                                                                                          |  |                                     |       |   |      |   |       |  
|Net cash provided by operating activities                                                 |  |                                     | 423   |   |      |   | 443   |  
|                                                                                          |  |                                     |       |   |      |   |       |  
|Cash flows used in investing activities:                                                  |  |                                     |       |   |      |   |       |  
|Capital expenditures                                                                      |  |                                     | (193  | ) |      |   | (263  | )
|                                                                                          |  |                                     |       |   |      |   |       |  
|Net cash used in investing activities                                                     |  |                                     | (193  | ) |      |   | (263  | )
|                                                                                          |  |                                     |       |   |      |   |       |  
|Cash flows used in financing activities:                                                  |  |                                     |       |   |      |   |       |  
|Principal repayments on notes payable                                                     |  |                                     | (94   | ) |      |   | (65   | )
|Increase in impound accounts                                                              |  |                                     | (216  | ) |      |   | (230  | )
|                                                                                          |  |                                     |       |   |      |   |       |  
|Net cash used in financing activities                                                     |  |                                     | (310  | ) |      |   | (295  | )
|                                                                                          |  |                                     |       |   |      |   |       |  
|Net decrease in cash and cash equivalents                                                 |  |                                     | (80   | ) |      |   | (115  | )
|Cash and cash equivalents at beginning of period                                          |  |                                     | 4,069 |   |      |   | 2,366 |  
|                                                                                          |  |                                     |       |   |      |   |       |  
|Cash and cash equivalents at end of period                                                |  | $                                   | 3,989 |   |      | $ | 2,251 |  
|                                                                                          |  |                                     |       |   |      |   |       |  
|Supplemental disclosure of cash flow informationcash paid during the period for interest |  | $                                   | 786   |   |      | $ | 828   |  
|                                                                                          |  |                                     |       |   |      |   |       |  



See accompanying notes
to the unaudited condensed consolidated financial statements.



4



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AMERICAN RETIREMENT VILLAS PROPERTIES II,

A California Limited Partnership



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2004



(1) CRITICAL ACCOUNTING POLICIES



Basis of Presentation



The accompanying condensed consolidated financial statements of American Retirement Villas Properties II, A California Limited Partnership and its
subsidiaries (the Partnership or ARVPII) are presented pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes
or other financial information that are normally required by accounting principles generally accepted in the United States of America can be condensed or omitted.



The condensed consolidated financial statements include all normal and recurring adjustments that the Partnership considers
necessary for the fair presentation of its financial position and operating results. For further information, refer to the consolidated financial statements and notes in the Partnerships Form 10-K for fiscal year ended December 31, 2003, which
is on file with the SEC.



The results of operations can vary
during each quarter of the year. Therefore, the results and trends in these interim consolidated financial statements may not be the same as those for the full year.



Basis of Accounting



The Partnerships financial statements have been prepared in conformity with accounting principles generally accepted in the United States of
America.



Principles of Consolidation



The condensed consolidated financial statements include the accounts of the
Partnership and its subsidiaries. Subsidiaries, which include limited partnerships and limited liability companies in which the Partnership has controlling interests, have been consolidated into the financial statements. All intercompany balances
and transactions have been eliminated in consolidation.



Carrying Value of
Real Estate



Property, furniture and equipment are stated
at cost less accumulated depreciation which is charged to expense on a straight-line basis over the estimated useful lives of the assets as follows:



|                                    |  |                                        
|----------------------------------- |  | ---------------------------------------
|Buildings and improvements          |  | 27.5 to 35 years                       
|Leasehold property and improvements |  | Lease term or life of asset, if shorter
|Furniture, fixtures and equipment   |  | 3 to 7 years                           



The Partnerships
management reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In reviewing recoverability, the Partnerships management estimates the
future undiscounted cash flows expected to result from using the assets and eventually disposing of them. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an
impairment loss is recognized based upon the assets fair value. At March 31, 2004, the Partnerships management does not believe that the carrying value or the depreciation periods of its long-lived assets require any material adjustment
nor were any made during the quarter.



Use of Estimates



In the preparation of the Partnerships condensed consolidated
financial statements in conformity with accounting principles generally accepted in the United States of America, management has made estimates and assumptions that affect the following:



5



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| |  | reported amounts of assets and liabilities at the date of the financial statements;
| | - | -----------------------------------------------------------------------------------

| |  | disclosure of contingent assets and liabilities at the date of the financial statements; and
| | - | --------------------------------------------------------------------------------------------

| |  | reported amounts of expenses during the reporting period.
| | - | ---------------------------------------------------------



Actual results could differ from those estimates.



Cash and Cash Equivalents



For purposes of reporting cash balances, the Partnerships management considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.



Impound Accounts



The lenders hold certain Partnerships funds in
impound accounts for payment of property taxes, insurance premiums and future property improvements (replacement reserves) on these properties. The Partnership includes these impound accounts in other assets.



Deferred Financing Costs



The Partnership defers and amortizes financing costs using the effective
interest method over the term of the respective notes payable. Amortization of deferred financing costs is recorded in interest expense in the condensed consolidated statements of operations.



Revenue Recognition



Residency agreements with residents are on a month-to-month basis. The Partnership applies advance deposits to the first
months rent. Revenue is recognized in the period in which services are provided. Amounts received in advance of the period the services are performed are deferred and recorded as tenant prepaid rents and assisted living services.



General Liability Insurance



The Partnership utilizes third-party insurance for losses and liabilities
associated with general and professional liability claims subject to established deductible levels on a per occurrence basis. Losses up to these deductible levels are accrued based upon the Partnerships estimates of the aggregate liability for
claims incurred based on the Partnerships experience and appropriate actuarial principles.



Net Income Per Limited Partner Unit



The Partnership based net income per limited partner unit on the weighted-average number of limited partner units outstanding of 35,020 in the quarters ended March 31, 2004 and 2003. Special Limited Partners and
General Partners share of earnings, 1% for both, is deducted from earnings before computing earnings per limited partner unit.



|                                                             |  |               |         |   |                |   |         |  
|------------------------------------------------------------ |  | ------------- | ------- | - | -------------- | - | ------- | -
|                                                             |  | March 31,2004 |         |   | March 31, 2003 |  
|Net income as reported                                       |  | $             | 399,900 |   |                | $ | 238,896 |  
|Less: Net income attributable to SLPs and GP                |  |               | (3,999  | ) |                |   | (2,389  | )
|                                                             |  |               |         |   |                |   |         |  
|Net income attributable to Limited Partners                  |  | $             | 395,901 |   |                | $ | 236,507 |  
|                                                             |  |               |         |   |                |   |         |  
|Weighted average number of Limited Partner units outstanding |  |               | 35,020  |   |                |   | 35,020  |  
|Net income per Limited Partner unit                          |  | $             | 11.30   |   |                | $ | 6.76    |  
|                                                             |  |               |         |   |                |   |         |  



6



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Recent Accounting Pronouncements



In December 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
(FIN) 46 revised, Consolidation of Variable Interest Entities  an interpretation of ARB No. 51, which requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss
from the variable interest entitys activities or is entitled to receive a majority of the entitys residual returns or both. Prior to FIN 46, a company included another entity in its consolidated financial statements only if it controlled
the entity through voting interests. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. Effective January 1, 2004, the Partnership
adopted FIN 46. The adoption did not have a material effect on the Partnerships condensed consolidated financial statements.



In April 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary,
requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other technical corrections to existing pronouncements. The Partnership adopted SFAS No. 145 in 2003 and has classified losses on debt
extinguishment as a component of costs and expenses in the consolidated statement of operations.



In November 2002, the FASB issued FASB Interpretation of (FIN) No. 45, Guarantors Accounting and Disclosure Requirement for
Guarantees, Including Indirect Guarantees and Indebtedness of Others, an interpretation of SFAS Nos. 5, 57 and 107 and rescission of FIN No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others. FIN No. 45 elaborates on
the disclosure requirements for the annual and interim financial statements of the guarantor. It also requires that a guarantor recognize a liability at the inception of the guarantee for the fair value of the obligation undertaken. The Partnership
adopted the recognition and measurement provision of FIN No. 45 beginning January 1, 2003, while the disclosure provisions became effective at December 31, 2002. Adoption of this interpretation did not have a material effect on the
Partnerships consolidated financial statements.



Reclassifications



The Partnership has reclassified certain prior period
amounts to conform to the March 31, 2004 presentation.



(2) TRANSACTIONS
WITH AFFILIATES



The Partnership has an agreement with ARV
Assisted Living, Inc. (ARV), the Partnerships Managing General Partner and a wholly owned subsidiary of Atria Senior Living Group, Inc. (Atria), providing for a property management fee of five percent of gross revenues
amounting to $315,000 and $295,000 for the three-month periods ended March 31, 2004 and 2003, respectively. Additionally, the Partnership accrues a partnership management fee of ten percent of cash flow before distributions, as defined in the
Partnership Agreement, which amounted to $73,000 and $63,000 for the three-month periods ended March 31, 2004 and 2003, respectively. The Partnership has significant transactions with affiliates, had the Partnership been operated as an unaffiliated
entity the accompanying condensed consolidated financial statements could have been materially different.



On March 24, 2004, ARVP Acquisition II, L.P., a wholly owned subsidiary of ARV, filed with the SEC an Offer to Purchase for Cash on Schedule 14A relating
to (i) a tender offer for all of the limited partnership units of the Partnership that ARV does not own and (ii) a solicitation of the holders of the outstanding units for consent to a proposal to effect a merger transaction pursuant to which ARV
would acquire the entire equity interest in the Partnership.



(3) NOTES
PAYABLE



Notes payable consist of the following at (in
thousands):



|                                                                                                                                                                                         |  |               |        |                  |   |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------
|                                                                                                                                                                                         |  | March 31,2004 |        | December 31,2003
|HUD insured notes payable, bearing interest ranging from 7.25% to 8.06%. Monthly principal and interest payments of $297; due through January
2037; collateralized by various properties |  | $             | 41,412 |                  | $ | 41,506
|                                                                                                                                                                                         |  |               |        |                  |   |       



The annual principal
payments of the notes payable at March 31, 2004 are as follows (in thousands):





7



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|                                   |  |   |       
|---------------------------------- |  | - | ------
|For twelve months ending March 31, |  |   |       
|2005                               |  | $ | 299   
|2006                               |  |   | 324   
|2007                               |  |   | 351   
|2008                               |  |   | 379   
|2009                               |  |   | 411   
|Thereafter                         |  |   | 39,648
|                                   |  |   |       
|                                   |  | $ | 41,412
|                                   |  |   |       



(4) COMMITMENTS AND CONTINGENCIES



Other than the ordinary routine litigation that is
incidental to, and arises in the normal course of, the business of the Partnership, there are no material legal proceeding pending against the Partnership. While the Partnership cannot predict the results with certainty, it does not believe that any
liability from any such lawsuits or other matters will have a material effect on its financial position, results of operations, or liquidity.



(5) SUBSEQUENT EVENT



During April 2004, ARV acquired all of the four Special Limited Partnership Interests for approximately $105,000.



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS



RESULTS OF OPERATIONS



The following table sets forth a comparison of the three months ended March
31, 2004 (the 2004 Quarter) and the three months ended March 31, 2003 (the 2003 Quarter).



Operating Results

For the Three Months Ended March 31, 2004 and 2003

(Unaudited)

(Dollars in thousands)



|                           |  |                                    |       |                                 |   |       |  |       |  
|-------------------------- |  | ---------------------------------- | ----- | ------------------------------- | - | ----- |  | ----- | -
|                           |  | For the ThreeMonths EndedMarch 31, |       | Percentage Increase/ (decrease) |  
|                           |  | 2004                               |       | 2003                            |  
|Revenues:                  |  |                                    |       |                                 |   |       |  |       |  
|Rent                       |  | $                                  | 5,314 |                                 | $ | 4,764 |  | 11.6  | %
|Assisted Living            |  |                                    | 1,118 |                                 |   | 1,001 |  | 11.7  |  
|Interest and other         |  |                                    | 141   |                                 |   | 133   |  | 6.0   |  
|                           |  |                                    |       |                                 |   |       |  |       |  
|Total revenues             |  |                                    | 6,573 |                                 |   | 5,898 |  | 11.4  |  
|                           |  |                                    |       |                                 |   |       |  |       |  
|Costs and expenses:        |  |                                    |       |                                 |   |       |  |       |  
|Rental property operations |  |                                    | 3,442 |                                 |   | 3,029 |  | 13.6  |  
|Assisted Living            |  |                                    | 766   |                                 |   | 642   |  | 19.3  |  
|General and administrative |  |                                    | 296   |                                 |   | 396   |  | (25.3 | )
|Communities rent           |  |                                    | 108   |                                 |   | 93    |  | 16.1  |  
|Depreciation               |  |                                    | 371   |                                 |   | 364   |  | 1.9   |  
|Property taxes             |  |                                    | 181   |                                 |   | 126   |  | 43.7  |  
|Advertising                |  |                                    | 128   |                                 |   | 102   |  | 25.5  |  
|Interest                   |  |                                    | 881   |                                 |   | 907   |  | (2.9  | )
|                           |  |                                    |       |                                 |   |       |  |       |  
|Total costs and expenses   |  |                                    | 6,173 |                                 |   | 5,659 |  | 9.1   | %
|                           |  |                                    |       |                                 |   |       |  |       |  
|Net income                 |  | $                                  | 400   |                                 | $ | 239   |  | 67.4  | %
|                           |  |                                    |       |                                 |   |       |  |       |  



Rent revenues
increased $550,000, or 11.6%, from $4,764,000 for the quarter ended March 31, 2003 to $5,314,000 for the quarter ended March 31, 2004 primarily due to the following:



| |  | the increase in average occupancy to 86.0% for the three months ended March 31, 2004 from 78.8% for the three months ended March 31, 2003; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | the increase in average rental rate per occupied unit to $2,229 for the three months ended March 31, 2004 as compared with $2,181 for the three months ended March 31, 2003.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------







8



---

Assisted living revenues increased $117,000, or 11.7%, from $1,001,000 for the quarter ended March 31,
2003 to $1,118,000 for the quarter ended March 31, 2004 primarily due to an increase in the residents receiving assisted living services to 511 for the three months ended March 31, 2004 as compared with 438 for the three months ended March 31, 2003.



Interest and other revenue increased $8,000, or 6%, from
$133,000 for the quarter ended March 31, 2003 to $141,000 for the three months ended March 31, 2004 primarily due to the following:



| |  | increase in processing fees related to a higher number of move-ins, partially offset by;
| | - | ----------------------------------------------------------------------------------------

| |  | decrease in interest income relating to lower interest rates.
| | - | -------------------------------------------------------------



Rental property operations expenses increased $413,000, or 13.6%, from $3,029,000 for the quarter ended March 31, 2003 to $3,442,000 for the quarter ended
March 31, 2004 primarily due to increases in payroll and related benefits and workers compensation expense as well as an increase in other expenses such as food, utilities, and rental & lease expense.



Assisted living expenses increased $124,000, or 19.3%, from $642,000 for the
quarter ended March 31, 2003 to $766,000 for the quarter ended March 31, 2004 primarily due to an increase in payroll and related benefits.



General and administrative expenses decreased $100,000, or 25.3%, from $396,000 for the quarter ended March 31, 2003 to $296,000 for the quarter ended
March 31, 2004 primarily due to higher general liability insurance costs in 2003 related to specific case reserves.



Community rent expense increased $15,000, or 16.1%, from $93,000 for the quarter ended March 31, 2003 to $108,000 for the quarter ended March 31, 2004
primarily due to higher additional rent payments as a result of increased revenues in the Partnerships leased communities.



Property tax expense increased $55,000, or 43.7%, from $126,000 for the three months ended March 31, 2003 to $181,000 for the three months ended March 31,
2004 due to higher tax assessments in 2004 and a tax accrual adjustment during 2003.



Advertising expense increased $26,000, or 25.5%, from $102,000 for the quarter ended March 31, 2003 to $128,000 for the quarter ended March 31, 2004 primarily due to additional advertising to increase occupancy.



The decrease in interest expense of $26,000, or 2.9%, was due
to principal repayments of the outstanding loan balances and a decrease in deferred financing costs.



LIQUIDITY AND CAPITAL RESOURCES



On a long-term basis, the Partnerships liquidity is sustained primarily from cash flow provided by operating activities. With respect to distributions of cash flow from operations, the Managing General Partner is currently assessing
both the capital improvement and operating needs of the Partnership, particularly the cost of ongoing insurance coverage, and attempting to determine the amount of funds necessary to satisfactorily meet those needs. Consequently, pending that
determination, the Partnerships ability to make future distributions of cash flow to the Partners, if any, will remain uncertain and the amount, if any, that might be distributed cannot be predicted.



The Partnerships management expects that cash generated from the
operations of the Partnerships properties will be adequate to pay operating expenses and current capital requirements for the next 12 months. During the quarter ended March 31, 2004 cash provided by operating activities was $423,000 compared
with $443,000 during the quarter ending March 31, 2003. The decrease was primarily due to an increase in other assets.



During the quarter ended March 31, 2004, cash used in investing activities was $193,000 compared to $263,000 used during the quarter ended March 31, 2003.
The decrease resulted from lower capital expenditures at the communities during 2004. Management contemplates spending approximately $681,000 for recurring capital expenditures during 2004 for physical improvements at the communities while it
continues to assess long-term capital improvement needs.



During the quarter ended March 31, 2004 cash used in financing activities increased to $310,000 as compared to $295,000 for the quarter ended March 31, 2003. This was primarily due to principal repayments on loans.





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The Partnerships management believes that it maintains adequate insurance coverage, based on the
nature and risks of its business, historical experience and industry standards. The Partnerships business entails an inherent risk of liability. In recent years, the Partnership and other assisted living providers have become subject to an
increasing number of lawsuits alleging negligence or related legal theories, which may involve large claims and significant legal costs. From time to time the Partnership is subject to such suits because of the nature of its business. Claims may
arise that could exceed, or be excluded from, the Partnerships insurance coverage limits or policies.



The Managing General Partner is not aware of any trends, other than national economic conditions, which have had or which may be reasonably expected to
have a material favorable or unfavorable impact on revenues or income from the Partnerships operations.



IMPACT OF INFLATION, DEFLATION AND CHANGING PRICES



To date, inflation has not had a significant impact on the Partnership. Inflation could, however, affect future revenues and operating income due to the Partnerships dependence on the senior resident population,
most of who rely on relatively fixed incomes to pay for our services. The monthly charges for the residents unit and assisted living services are influenced by the location of the community and local competition. The Partnerships ability
to increase revenues in proportion to increased operating expenses may be limited. Operations do not typically rely to a significant extent on governmental reimbursement programs. In pricing services, the Partnership attempts to anticipate inflation
levels, but there can be no assurance that the Partnership will be able to respond to inflationary pressures in the future.



FORWARD-LOOKING STATEMENTS



A number of matters and subject areas discussed in this report, that are not historical or contain current facts, deal with potential future
circumstances, operations, and prospects. The discussion of these matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from our actual future
experience as a result of such factors as: the effects of competition and economic conditions on the occupancy levels in the communities; the Partnerships ability under current market conditions to maintain and increase resident charges
without adversely affecting the occupancy level; the Partnerships ability to control community operation expenses without adversely affecting the occupancy level and the level of resident charges; the ability of the Partnerships
operations to generate cash flow sufficient to service the Partnerships debt, capital expenditures and other fixed payment requirements; and the Partnerships ability to find sources of financing and capital on satisfactory terms to meet
cash requirements to the extent that they are not met by operations. Management has attempted to identify, in context, certain of the factors that they currently believe may cause actual future results to differ from current expectations regarding
the matters or subject areas discussed in this report. These and other risks and uncertainties are detailed in our reports filed with the Securities and Exchange Commission, including the Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Partnership is exposed to market risks related to
fluctuations in the interest rates on the fixed rate notes payable. With respect to the Partnerships fixed rate notes payable, changes in the interest rates affect the fair value of the notes payable, but not the Partnerships earnings or
cash flows. The Partnership does not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair value should not have a significant impact on the fixed rate debt until the earlier of
maturity and any required refinancing of such debt. The Partnership does not currently have any variable interest rate debt and, therefore, are not subject to interest rate risk associated with variable interest rate debt. Currently, the Partnership
does not utilize interest rate swaps.



ITEM 4. CONTROLS AND PROCEDURES



The Partnerships Managing General Partner, including
the Chief Executive Officer and Chief Financial Officer of ARV have conducted an evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange
Act of 1934) as of a date within 90 days prior to the filing date of this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in
ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal
controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.



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PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Other than the ordinary routine litigation that is incidental to, and arises
in the normal course of, the business of the Partnership, there are no material legal proceeding pending against the Partnership. While the Partnership cannot predict the results with certainty, it does not believe that any liability from any such
lawsuits or other matters will have a material effect on its financial position, results of operations, or liquidity.



ITEM 2. CHANGES IN SECURITIES



During April 2004, ARV acquired all of the four Special Limited Partnership Interests for approximately $105,000.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY-HOLDERS



On March 24, 2004, ARVP Acquisition II, L.P., a wholly owned subsidiary of ARV filed with the SEC an Offer to Purchase for
Cash on Schedule 14A relating to (i) a tender offer for all of the limited partnership units of the Partnership that ARV does not own and (ii) a solicitation of the holders of the outstanding units for consent to a proposal to effect a merger
transaction pursuant to which ARV would acquire the entire equity interest in the Partnership.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | The following documents are filed as part of this Report:
|--- | ---------------------------------------------------------



|     |  |                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                    
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                    
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|(b) | Reports on Form 8-K.
|--- | --------------------



None.



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



| |  |                                                                                                                                         |  |  |  |  |  | 
| |  | --------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
| |  | AMERICAN RETIREMENT VILLAS PROPERTIES II, A CALIFORNIA LIMITED PARTNERSHIP  By: ARV ASSISTED LIVING, INC., its managing General Partner

|                   |  |  |  |     |  |                      |  |                                      
|------------------ |  |  |  | --- |  | -------------------- |  | -------------------------------------
|                   |  |  | 
|Date: May 17, 2004 |  |  |  | By: |  | /s/    JOHN A. MOORE
|                   |  |  |  |     |  |                      | 
|                   |  |  |  |     |  |                      |  | John A. Moore Chief Executive Officer
|                   |  |  |  |    
|                   |  |  |  |     |  | By:                  |  | /s/    MARK JESSEE                   
|                   |  |  |  |     |  |                      |  |                                      
|                   |  |  |  |     |  |                      |  | Mark Jessee Chief Financial Officer  



12