EXHIBIT (a)(1)(A)

AMENDMENT AND SUPPLEMENT

OFFER TO PURCHASE FOR CASH

ALL OF THE LIMITED PARTNERSHIP UNITS

AMERICAN RETIREMENT VILLAS
PROPERTIES III, L.P.

$400 NET PER UNIT
(INCREASED PRICE)

ARVP ACQUISITION, L.P.

This Amendment and Supplement amends and provides additional information
concerning ARVP Acquisition, L.P.'s Offer, dated October 18, 2001, to purchase
limited partnership units ("Units") of American Retirement Villas Properties
III, L.P., a California limited partnership (the "Partnership"). The Offer is
made pursuant to our Offer to Purchase of that date, as amended and supplemented
hereby, and this Amendment and Supplement should be read in conjunction
therewith.

Please carefully read this Amendment and Supplement and the Offer to
Purchase, including the accompanying Letter of Transmittal, before deciding
whether to tender your Units.

OUR AMENDED OFFER.

As set forth in the original Offer to Purchase, we are offering to purchase
Units of the Partnership. We are wholly owned by ARV Assisted Living, Inc., the
General Partner of the Partnership. We are making the following amendments to
our original Offer to Purchase. We refer to the Offer to Purchase as amended and
supplemented herein, as the "Offer."

Increase in Offer Price to $400 per Unit. We are now offering to purchase
Units at a net cash price of $400 per Unit, without interest, reduced by the
amount of distributions per Unit, if any, made by the Partnership from the date
of the original Offer to Purchase until the date that we purchase the Units
tendered. This new price is $40, or 11%, higher than our original offer price of
$360 per Unit. In establishing the new purchase price proposed to be paid, we
took into account a variety of factors, including those set forth in the
original Offer to Purchase and the subsequent events that have occurred since
our original Offer, which we describe below.

Increase in Number of Units We are Seeking to Purchase. We are now hereby
offering to purchase all of the outstanding Units of the Partnership, not just
10,000 Units as set forth in our original Offer to Purchase. As a result, if you
have tendered all of your Units, and we purchase any Units, all of your Units
would be purchased at the increased price of $400, and the payment of the
purchase price will not be delayed by the need to calculate the exact percentage
of Units purchased. It is the General Partner's belief that the ability of a
Unitholder to sell all of his or her Units promptly and to eliminate the need to
comply with the annual reporting of the tax information on the form K-1s sent to
Unitholders, will be attractive to Unitholders.

Reduction in the Minimum Condition. In our original Offer to Purchase, we
were not required to purchase any Units tendered if less than a majority of
outstanding Units were tendered. See "THE TENDER

OFFER -- Conditions to the Offer" in the original Offer to Purchase. We are now
amending this condition so that we will not be required to purchase any Units
tendered if less than 30% of outstanding Units are tendered.

BACKGROUND, PURPOSE, AND EFFECTS OF THE OFFER.

Background of the Offer. After we made our original Offer, certain events
occurred that caused us to reconsider the terms of our original Offer.

On October 22, 2001, the General Partner was notified by the Arizona
Department of Health Services, Assurance and Licensure Services that the
Partnership's Chandler Villas community must add fire protection sprinklers
throughout the residents' units. The General Partner estimates that the cost of
adding the sprinklers is approximately $600,000. Our Offer of $400 per Unit
gives consideration to this cost.

On October 23, 2001, the General Partner received from Vintage Senior
Housing, LLC ("Vintage"), an affiliate of C3 Capital, LLC, a California limited
liability company ("C3 Capital"), a highly conditional offer to purchase all of
the Partnership's non-cash assets for $19.5 million. Vintage's offer is attached
hereto. Vintage's offer is subject to, among other things, significant due
diligence and financing contingencies. If Vintage could finance the purchase by
providing the necessary cash and obtaining the necessary financing, and the
other numerous conditions could be satisfied, Vintage estimates that you would
eventually receive liquidating distributions of $428 per Unit, approximately $45
per Unit higher than our estimate of the liquidation value of the Partnership's
assets as set forth in our Offer to Purchase. Vintage has not disclosed,
however, the source of capital, if any, from which it expects to finance its
proposed purchase. Vintage's offer states that it has obtained a "letter of
interest" from a potential lender, a copy of which was not provided to the
General Partner. The General Partner is not aware of any commitment obtained by
Vintage to secure the financing necessary to close the purchase. The General
Partner has responded to Vintage's conditional offer by requesting additional
information with respect to financing and informing them of the recent
development to the Partnership's Chandler Villas property as described above.
The General's Partner's response to Vintage is attached hereto.

Additionally, any such sale of the Partnership assets would require
approval of the Unitholders as well as the Partnership's lender. Such approvals
would take time. The General Partner estimates that the earliest a sale could
occur and all necessary approvals could be obtained, such that a liquidating
distribution could be made to Unitholders, would be the second quarter of next
year.

We commenced our original Offer to give Unitholders a more attractive
alternative to C3 Capital's hostile offer. On October 24, 2001, C3 Capital
withdrew its offer to purchase 10,000 Units for $300 per Unit.

Also on October 24, 2001, C3 Capital sent a letter to Unitholders
describing the Vintage offer and claiming that, upon the sale of the
Partnership's assets to Vintage, Unitholders would receive liquidating
distributions in the future of approximately $428 per Unit. Please note that
Vintage is not offering to buy your Units. The C3 Capital offer has been
completely withdrawn.

The General Partner recently received a phone call from another real estate
investor who indicated that they might be interested in purchasing the
Partnership's assets. There was no discussion of price or other terms.

Purpose of the Offer. The purpose of our revised Offer is to provide
Unitholders with an opportunity to sell all of your Units now at a price per
Unit that the General Partner believes to be fair and to enable the General
Partner to acquire a controlling interest in the Partnership.

Because of the inherent conflicts of interest in this matter, the General
Partner is not making any recommendation to you as to whether you should tender
your Units to us. Our revised Offer will enable Unitholders to promptly sell all
of your Units for $400 per Unit in cash if you wish to do so.

Effects of the Offer. If we are successful in completing the Offer and own
more than 30% of the outstanding Units, the General Partner will be the major
holder of Units and may be in a position to effectively control all decisions
that require a vote of the Unitholders. If the Offer is completed and we own
more than 50% of the outstanding Units, the General Partner will be in a
position to control all decisions with respect to the Partnership. If we
purchase more than 90% of the outstanding Units, the General Partner could cause
the Partnership to merge with us without the consent of any other Unitholders as
described under "EFFECTS OF THE OFFER" in the original Offer to Purchase.

If we purchase fewer than 90% of the outstanding Units pursuant to our
Offer, the General Partner's present intention is to continue to operate the
Partnership as in the past, with a view to enhancing the value of the properties
and to increasing the amount of cash distributable to Unitholders. The General
Partner reserves the right, however, to evaluate all alternatives available to
it as specified under "EFFECTS OF THE OFFER" in the Offer to Purchase. If we
acquire more than 90% of the outstanding Units, the General Partner intends to
cause the Partnership to merge with us as described under "EFFECTS OF THE OFFER"
in the Offer to Purchase.

FAIRNESS OF THE OFFER; DETERMINATION OF THE OFFER PRICE.

The General Partner continues to believe, based on and subject to the
factors set forth in the Offer to Purchase as supplemented by the information
set forth in this Amendment and Supplement, that the Offer is fair to you. In
making this determination, the General Partner took into account the possibility
of a sale of the Partnership's non-cash assets being consummated for a price
equal to or in excess of the $19.5 million conditional offer by Vintage as
described under "BACKGROUND, PURPOSE, AND EFFECTS OF THE OFFER," and that in
such event, the amount that could be distributed to Unitholders in the future
could equal or exceed the $428 per Unit estimated by Vintage. The General
Partner also took into account the possible time periods associated with such a
process and possible risks and uncertainties associated with it, including the
difficulties or delays in obtaining financing, uncertainties in the financial
markets caused by world or economic events, difficulties or delays in obtaining
consents, and the known and unknown costs and contingent liabilities associated
with the liquidation of an entity such as the Partnership.

In determining the increased price, the General Partner did not conduct any
further financial analysis in addition to what was disclosed in the Offer to
Purchase. The decision to increase the price was based on a variety of factors,
including the General Partner's ability to arrange financing over and above its
available cash to enable us to pay more for the Units, the fact that we are now
able to offer to purchase all outstanding Units and therefore ultimately own a
larger interest in the Partnership after the Offer is consummated, the costs
that must be incurred with respect to the Chandler Villas properties as
described above, and the existence of the Vintage conditional proposal (even
with its uncertainties). None of these factors was given any particular weight,
and they were considered as a whole.

TERMS OF THE OFFER.

Expiration Date. We are not extending the Expiration Date of the Offer
with this Amendment and Supplement. The Expiration Date is still 12:00 Midnight,
Eastern time, on November 15, 2001. We continue to have the right to extend the
Offer as set forth in the original Offer to Purchase.

Subsequent Offering Period. Pursuant to Rule 14d-11 under the Exchange
Act, we currently intend to elect, if necessary, to provide a subsequent
offering period (a "Subsequent Offering Period"). The Subsequent Offering Period
may continue for three to 20 business days following the expiration of the Offer
on the Expiration Date and acceptance for payment of the Units tendered in the
Offer. A Subsequent Offering Period is an additional period of time, following
the first purchase of Units in the Offer, during which Unitholders may tender
Units and be paid for them promptly.

During a Subsequent Offering Period, tendering Unitholders will not have
withdrawal rights, and we will promptly purchase and pay for any Units tendered
at the same price paid in the Offer. Rule 14d-11 provides that we may provide a
Subsequent Offering Period so long as, among other things, (a) the initial
20-business day period of the Offer has expired, (b) we offer the same form and
amount of consideration for Units
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tendered during the Subsequent Offering Period as in the initial Offer, (c) we
immediately accept and promptly pay for all Units tendered during the Offer
prior to its expiration, (d) we announce the results of the Offer, no later than
9:00 a.m., Eastern time, on the next business day after the Expiration Date and
immediately begin the Subsequent Offering Period, and (e) we immediately accept
and promptly pay for Units as they are tendered during the Subsequent Offering
Period. If we elect to include a Subsequent Offering Period, we will notify
Unitholders consistent with the requirements of the Securities and Exchange
Commission.

PURSUANT TO RULE 14D-7(A)(2) OF THE EXCHANGE ACT, NO WITHDRAWAL RIGHTS
APPLY TO UNITS TENDERED DURING A SUBSEQUENT OFFERING PERIOD AND NO WITHDRAWAL
RIGHTS APPLY DURING THE SUBSEQUENT OFFERING PERIOD WITH RESPECT TO UNITS
TENDERED IN THE OFFER AND ACCEPTED FOR PAYMENT. THE SAME CONSIDERATION WILL BE
PAID TO UNITHOLDERS TENDERING UNITS IN THE OFFER OR IN A SUBSEQUENT OFFERING
PERIOD, IF ONE IS INCLUDED.

WITHDRAWAL RIGHTS.

Units tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided in the original Offer to Purchase, may also be withdrawn any time after
December 16, 2001 (the 60th day from the commencement of the Offer) or such
later day as may apply in case the Offer is extended. Once Units are accepted
for payment, they cannot be withdrawn.

If we provide a Subsequent Offering Period following the Offer, no
withdrawal rights will apply to Units tendered during such Subsequent Offering
Period or to Units tendered in the Offer and accepted for payment.

SOURCE AND AMOUNT OF FUNDS.

The total amount of funds required for us to purchase all of the
outstanding Units pursuant to the Offer and to pay fees and expenses related
thereto, is estimated to be approximately $8 million. We plan to obtain all
funds needed for the Offer from cash contributed by the General Partner. The
General Partner intends to obtain these funds from its cash on hand and a loan
of $4.25 million from Red Mortgage Capital, Inc. The loan will bear interest at
a rate of 10.25% per year and mature on January 1, 2003. The loan will be
secured by a pledge of all Units, and any distributions on such Units, purchased
by us in the Offer. In addition, the General Partner will deposit or pledge $2.2
million of cash, or a lesser amount depending upon its ownership interest in the
Partnership after the Offer, and pledge its equity interest in another of its
properties. The loan is conditioned upon the General Partner committing a
minimum of $3.25 million of its own funds to the Offer. The loan is still
subject to final approval by Red Mortgage Capital's Loan Committee. The General
Partner expects to be able to meet all conditions to the proposed financing to
enable the funding to be available promptly upon the purchase of the Units.

CONDITIONS TO THE OFFER.

The Offer is conditioned upon, among other things as set forth in the Offer
to Purchase, the General Partner having received the proceeds of the financing
in accordance with the commitment letter described above under "SOURCE AND
AMOUNT OF FUNDS."

The Offer is now conditioned upon there being tendered and not withdrawn a
number of Units that, together with the Units already owned by the General
Partner, will constitute at least 30%, as opposed to a majority as set forth in
the original Offer to Purchase, of the outstanding Units.

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES.

Sale of Units Pursuant to Our Amended Offer. The tax consequences
associated with a sale of your Units pursuant to the Offer to Purchase are
described in the Offer to Purchase, and our amended offer set forth in this
Amendment and Supplement does not change the tax consequences associated with
any such

sale. However, if we purchase any Units pursuant to the Offer to Purchase, the
amended offer eliminates the risk that a Unitholder tendering all of its Units
will not be able to sell all of its Units pursuant to the Offer to Purchase. All
references herein to a "Section" refer to sections of the Internal Revenue Code
of 1986, as amended (the "Code").

Sale of Assets. If the Partnership were to sell its assets to Vintage
pursuant to the Vintage offer described above, or to any other party, each
Unitholder would be required to report his or her allocable share of the
Partnership's gain or loss on the sale in the Unitholder's taxable year in which
the assets are sold. Each Unitholder's allocable share of Partnership net
taxable income or loss from operations, capital gains and losses, Section 1231
gains and losses (as defined below), Section 1245 gains (as defined below), and
Section 1250 gains (as defined below) (as such allocable share is determined in
accordance with the allocation provisions contained in the Partnership
Agreement) would be reflected on the applicable Schedule K-1.

Section 1231 Gains and Losses. "Section 1231 gains" are those gains
arising from the sale or exchange of "Section 1231 Property," which is defined
to include (a) depreciable assets used in a trade or business and held for more
than one year or (b) real property used in a trade or business and held for more
than one year, in each case subject to exception for inventory property and
property held primarily for sale to customers in the ordinary course of
business. Conversely, "Section 1231 losses" are those losses arising from the
sale or exchange of Section 1231 Property.

To the extent that a Unitholder's Section 1231 gains for any taxable year
exceed its Section 1231 losses for the year, subject to certain exceptions (such
as depreciation recapture, as discussed below), such gains and losses generally
are treated as long-term capital gains. However, Section 1231 gains are treated
as ordinary income to the extent of prior Section 1231 losses from any source
that were treated as ordinary in any of the previous five years. If a
Unitholder's Section 1231 losses exceed his or her Section 1231 gains for any
taxable year, such losses and gains are treated as ordinary losses and gains by
the Unitholder. For these purposes, Section 1231 gains and losses are netted at
the Partnership level, and each Unitholder's share of the Partnership's net
Section 1231 gain or net Section 1231 loss is then netted against the
Unitholder's Section 1231 gains and Section 1231 losses from sources other than
the Partnership to determine the Unitholder's net Section 1231 gain or loss.

Section 1245 and Section 1250 Gains. Under Sections 1245 and 1250 of the
Code, a portion of any gain recognized upon a sale of the Partnership's assets
(including Section 1231 Property) equal to all or a portion of the depreciation
expense claimed with respect to the assets may be "recaptured" as ordinary
income upon such sale or other disposition ("Section 1245 gains" and "Section
1250 gains," respectively), notwithstanding that the gain recognized would have
been treated as capital gain in the absence of Section 1245 and/or 1250.

Distributions After a Sale of Assets. After allocating to Unitholders
income or loss from a sale of assets (with the concomitant tax basis
adjustments), the distribution of proceeds from the sale would reduce each
Unitholder's federal income tax basis in its Units. To the extent that the cash
received by a Unitholder in such distribution, when added to the Unitholder's
allocable share of the Partnership's debt assumed in the sale, exceeded the
Unitholder's basis in its Units prior to the sale, the Unitholder would
recognize gain on the distribution. Any such gain generally would be taxed as a
long-term or short-term capital gain depending on a Unitholder's holding period
in its Units. To the extent that a Unitholder's basis in its Units prior to the
sale exceeded the sum of the cash received by the Unitholder in such
distribution plus the Unitholder's allocable share of the Partnership's debt
assumed in the sale, the Unitholder would recognize a loss on the distribution
if the distribution was received in final liquidation of the Partnership. Any
such loss generally would be taxed as a long-term or short-term capital loss
depending on the Unitholder's holding period in its Units.

As described in the Offer to Purchase, this summary does not address all of
the tax consequences that may be applicable to Unitholders and to certain
categories of Unitholders in connection with a sale of Units pursuant to the
Offer to Purchase, nor does the summary address all of the tax consequences that
may be applicable to Unitholders and certain categories of Unitholders in
connection with a sale of assets. ACCORDINGLY, UNITHOLDERS SHOULD CONSULT THEIR
OWN TAX ADVISORS REGARDING THE SPECIFIC INCOME TAX CONSEQUENCES OF THE PROPOSED
TRANSAC-

TIONS, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND
FOREIGN TAX LAWS.

OTHER TERMS.

Except as modified as described above, the terms of the Offer and other
information set forth in the original Offer to Purchase continue in full force
and effect.

If you have already tendered your Units, and wish to have them all
purchased at the new higher price, you do not need to do anything more. If you
have not tendered and wish to do so now, you should either (1) complete and sign
the Letter of Transmittal (or facsimile thereof) in accordance with the
instructions in the Letter of Transmittal and mail or deliver the Letter of
Transmittal (or such facsimile) and any other required documents to the
Depositary or (2) request your broker, dealer, bank, trust, partnership, or
other nominee to effect the transaction for you. If your Units are registered in
the name of a broker, dealer, bank, trust, partnership, or other nominee, you
MUST contact such person if you desire to tender your Units.

If you have any questions, you can call the Information Agent at (800)
223-2064 (toll-free).

ARVP ACQUISITION, L.P.

October 31, 2001

Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal and any other required
documents should be sent or delivered by you or your broker, dealer, bank,
trust, partnership, or other nominee to the Depositary at its address set forth
below:

ALPINE FIDUCIARY SERVICES, INC.

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By Mail: By Hand: By Overnight Delivery:
c/o Georgeson Shareholder c/o Georgeson Shareholder c/o Georgeson Shareholder
Communications Inc. Communications Inc. Communications Inc.
P.O. Box 2065 17 State Street, 28th Floor 111 Commerce Road
South Hackensack, NJ 07606-9974 New York, NY 10004 Carlstadt, NY 07072
Attn: Reorganization Dept.
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By Facsimile Transmission:
(201) 460-2889

Confirmation Receipt of Facsimile by Telephone Only:
(201) 896-5648

Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers listed below. Additional copies of
the Offer to Purchase, the Letter of Transmittal, and other tender offer
materials may be obtained from the Information Agent, and will be furnished
promptly at our expense. You may also contact your broker, dealer, bank, trust,
partnership, or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004

Banks and Brokers Call: (212) 440-9800
All Others Please Call Toll-Free: (800) 223-2064