EXHIBIT 99.4
 
                              FOUNTAIN VIEW, INC.
                    11900 WEST OLYMPIC BOULEVARD, SUITE 680
                             LOS ANGELES, CA 90064
                                 
                              August 5, 1998     
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
  Re: Form S-4 Registration Statement relating to the offer to exchange up
     to $120,000,000 of 11 1/4% Senior Subordinated Notes (the "Exchange
     Notes") due 2008, Series B of Fountain View, Inc., which have been
     registered under the Securities Act of 1933, as amended, for any and
     all of its outstanding 11 1/4% Senior Subordinated Notes due 2008
 
Dear Sir or Madam:
 
  In connection with our above-captioned Registration Statement, Fountain
View, Inc. hereby represents that:
   
1. It is registering the Exchange Notes exchange offer registered thereby in
   reliance on the Staff's position set forth in Exxon Capital Holdings Corp.,
   SEC No-Action Letter (April 13, 1989), Morgan Stanley & Co., Inc., SEC No-
   Action Letter (June 2, 1993) and Shearman & Sterling, SEC No-Action Letter
   (July 2,1993).     
 
2. It has not entered into any arrangement or understanding with any person to
   distribute the Exchange Notes to be received in the exchange offer and, to
   the best of its information and belief, each person participating in the
   exchange offer is acquiring the Exchange Notes in its ordinary course of
   business and has no arrangement or understanding with any person to
   participate in the distribution of the Exchange Notes to be received in the
   exchange offer;
 
3. It will make each person participating in the exchange offer aware that is
   such person is participating in the exchange offer for the purpose of
   distributing the Exchange Notes to be acquired in the exchange offer, such
   person (i) cannot rely on the staff position enunciated in Exxon Capital or
   interpretive letters to similar effect and (ii) must comply with
   registration and prospectus delivery requirements of the Securities Act of
   1933 in connection with a secondary resale transaction.
 
4. It acknowledges that such a secondary resale transaction by such person
   participating in the exchange offer for the purpose of distributing the
   Exchange Notes should be covered by an effective registration statement
   containing the selling security holder information required by Item 507 of
   Regulation S-K; and
 
5.  The preliminary prospectus included in the above-referenced registration
    statement contains and the final prospectus included therein will contain
    disclosures making persons participating in the exchange offer aware of
    the limitations and obligations applicable to broker-dealers who
    participate in the exchange offer.
 
                                          Very truly yours,
 
                                          Fountain View, Inc.
                                             
                                          By:  /s/ Robert M. Snukal     
                                             --------------------------
                                          Robert M. Snukal
                                          President and Chief Executive
                                          Officer