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                                                                    EXHIBIT 3.1



                                 BYLAW AMENDMENT



               Section 2.6 of the Bylaws of ARV Assisted Living, Inc., a
        Delaware corporation, hereby is amended and restated in its entirety to
        read in full as follows:

                      "Section 2.6 Special Meetings. Special meetings of the
               stockholders, for any purpose, or purposes, unless otherwise
               prescribed by statute or by the Certificate of Incorporation, may
               be called by the President or Chief Executive Officer and shall
               be called by the President, Chief Executive Officer or the
               Secretary at the request in writing of a majority of the Board of
               Directors. Business transacted at any special meeting of
               stockholders shall be limited to the purposes stated in the
               notice."