FOUNTAIN VIEW, INC.
11900 WEST OLIMPIC BOULEVARD, SUITE 680
LOS ANGELES, CA 90064
February 9, 1999
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
$7,520,000 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 Holding Corp.,
SEC No-Action Letter (April 13, 1989), Morgan Stanley & Co., Inc., SEC No-
Action Letter (June 2, 1993) and Sherman & 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
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Robert M. Snukal
President and Chief Executive Officer
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