SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


     Date of Report (Date of Earliest Event Reported) :   August 26, 1996


                            ATRIA COMMUNITIES, INC.
              (Exact name of registrant as specified in charter)

          Delaware                    0-21159                  61-1303738
(State or other jurisdiction        (Commission               (IRS Employer 
     of incorporation)              File Number)            Identification No.)
                           

                            515 West Market Street
                             Louisville, Kentucky
                   (Address of principal executive offices)
                                     40202
                                  (Zip Code)

                                 502-596-7540
             (Registrant's telephone number, including area code)

 
ITEM 5.   OTHER EVENTS.

     On August 26, 1996, Atria Communities, Inc. (the "Company") entered into a
bank credit facility (the "Atria Credit Facility") aggregating $200 million
(including a letter of credit option not to exceed $70 million) which will have
a maturity of four years and may be extended at the option of the banks for one
additional year.  The Atria Credit Facility will bear interest, at the
Company's option, at either (1) a base rate based on PNC Bank's prime rate or
the daily federal funds rate or (2) a LIBOR rate, plus an additional percentage
based on certain leverage ratios. The obligations under the Atria Credit
Facility will be secured by all of the Company's property, the capital stock of
the Company's present and future principal subsidiaries and all intercompany
indebtedness owed to the Company by its subsidiaries. The Atria Credit Facility
is conditioned upon, among other things, ownership by Vencor, Inc. ("Vencor") of
at least 30% of the Company's common stock.

     The Atria Credit Facility contains financial covenants and other
restrictions that (i) require the Company to meet certain financial tests, (ii)
require that there be no change of control of the Company, (iii) limit, among
other things, the ability of the Company and certain of its subsidiaries to
borrow additional funds, dispose of certain assets and engage in mergers and
other business combinations, and (iv) prohibit distributions to the Company's
stockholders. Vencor will guarantee up to $100 million of the Atria Credit
Facility in the first year, which guarantee will decrease annually thereafter.



ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.

          (c) Exhibits.

              (1) Credit Agreement dated as of August 15, 1996, among (a) Atria
Communities, Inc., as Borrower; (b) the lending institutions listed in Annex I
to the Credit Agreement, as Lenders; (c) PNC Bank, National Association, as
Administrative Agent; (d) PNC Bank, Kentucky, Inc., as Managing Agent; (e)
National City Bank of Kentucky, as Documentation Agent, and (f) PNC Bank,
National Association, National City Bank of Kentucky, and The Toronto-Dominion
Bank, New York Agency, as Syndication Agents.

              (2) Security Agreement dated as of August 15, 1996 among Atria 
Communities, Inc. as Assignor and the other Assignors named therein, and PNC 
Bank, National Association, as Collateral Agent.

              (3) Pledge Agreement dated as of August 15, 1996 among Atria 
Communities, Inc. as a Pledgor and the other Pledgors named therein, and PNC 
Bank, National Association, as Collateral Agent.

              (4) Parent Guaranty dated as of August 15, 1996 among (a) Atria 
Communities, Inc., as Borrower, (b) Vencor, Inc., as Parent Guarantor, (c) First
Healthcare Corporation, Northwest Healthcare, Inc., Medisave Pharmacies, Inc., 
Hillhaven of Central Florida, Inc., and Nationwide Care, Inc., as Supporting 
Guarantors, and (d) PNC Bank, National Association, as Administrative Agent.

              (5) Subsidiary Guaranty dated as of August 15, 1996 between the 
subsidiaries of Atria Communities, Inc. named therein and PNC Bank, National 
Association, as Administration Agent.

              (6) Future Advance Mortgage, Assignment of Leases and Security 
Agreement dated as of August 15, 1996, executed by Atria Communities, Inc. in 
favor of PNC Bank, National Association, as Collateral Agent (Heritage at 
Wildwood). (Similar forms were used for other properties. See Annex III to the 
Credit Facility Agreement.)

              (7) Future Advance Deed of Trust, Fixture Filing, and Assignment 
of Leases and Rents and Security Agreement dated as of August 15, 1996, executed
by Atria Communities, Inc. in favor of Transnation Title Insurance Company 
(Valley Manor). (Similar forms were used for other properties. See Annex III to 
the Credit Facility Agreement.)


 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date : September 10, 1996                   ATRIA COMMUNITIES, INC.
 


                                            By: /s/ J. Timothy Wesley
                                                 J. Timothy Wesley
                                                 Chief Financial Officer, Vice
                                                   President of Development and 
                                                   Secretary

 
                                 EXHIBIT INDEX



        (1)   Credit Agreement dated as of August 15, 1996, among (a) Atria 
Communities, Inc., as Borrower; (b) the lending institutions listed in Annex I 
to the Credit Agreement, as Lenders; (c) PNC Bank, National Association, as 
Administrative Agent; (d) PNC Bank, Kentucky, Inc., as Managing Agent; (e)
National City Bank of Kentucky, as Documentation Agent, and (f) PNC Bank,
National Association, National City Bank of Kentucky, and The Toronto-Dominion
Bank, New York Agency, as Syndication Agents.

        (2)   Security Agreement dated as of August 15, 1996 among Atria 
Communities, Inc. as Assignor and the other Assignors named therein, and PNC 
Bank, National Association, as Collateral Agent.

        (3)   Pledge Agreement dated as of August 15, 1996 among Atria 
Communities, Inc. as a Pledgor and the other Pledgors named therein, and PNC 
Bank, National Association, as Collateral Agent.

        (4)   Parent Guaranty dated as of August 15, 1996 among (a) Atria 
Communities, Inc., as Borrower, (b) Vencor, Inc., as Parent Guarantor, (c) First
Healthcare Corporation, Northwest Healthcare, Inc., Medisave Pharmacies, Inc., 
Hillhaven of Central Florida, Inc., and Nationwide Care, Inc., as Supporting 
Guarantors, and (d) PNC Bank, National Association, as Administrative Agent.

        (5)   Subsidiary Guaranty dated as of August 15, 1996 between the 
subsidiaries of Atria Communities, Inc. named therein and PNC Bank, National 
Association, as Administration Agent.

        (6)   Future Advance Mortgage, Assignment of Leases and Security 
Agreement dated as of August 15, 1996, executed by Atria Communities, Inc. in 
favor of PNC Bank, National Association, as Collateral Agent (Heritage at 
Wildwood). (Similar forms were used for other properties. See Annex III to the 
Credit Facility Agreement.)

        (7)   Future Advance Deed of Trust, Fixture Filing, and Assignment 
of Leases and Rents and Security Agreement dated as of August 15, 1996, executed
by Atria Communities, Inc. in favor of Transnation Title Insurance Company 
(Valley Manor). (Similar forms were used for other properties. See Annex III to 
the Credit Facility Agreement.)