AMENDMENT NO. 2    
                                      to  
                                   FORM 8-A


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



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


       DELAWARE                                        61-1303738            
(State of incorporation                   (I.R.S. Employer Identification No.)
  or organization)



        515 WEST MARKET STREET
         LOUISVILLE, KENTUCKY                            40202
(Address of principal executive offices)               (Zip Code)



                          Securities to be registered
                     pursuant to Section 12(b) of the Act:

                                     NONE

                          Securities to be registered
                     pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.10 PAR VALUE



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
    
          This Registration Statement relates to Registrant's Common Stock, $.10
par value per share. The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-1 (Registration No. 333-06907) filed
with the Securities and Exchange Commission on June 26, 1996, and Amendments 
No. 1, No. 2, No. 3, No. 4 and No. 5 thereto filed with the Commission on
July 10, 1996, July 29, 1996, August 12, 1996, August 15, 1996 and August 20,
1996, respectively, are incorporated herein by reference and made a part
hereof.    

Item 2. EXHIBITS.

     (a)  Index to and Description of Exhibits


 
NUMBER                         DESCRIPTION                        PAGE NO. 
- ------                         -----------                        -------- 
                                                            
1       Restated Certificate of Incorporation (Incorporated by
        reference to Exhibit 3.1 to Registrant's Registration
        Statement on Form S-1 filed with the Securities and
        Exchange Commission on June 26, 1996)...................
 
2       Amended and Restated By-Laws (Incorporated by
        reference to Exhibit 3.2 to Amendment No. 2 to
        Registrant's Registration Statement on Form S-1 filed
        with the Securities and Exchange Commission on
        July 29, 1996)..........................................
 
3       Specimen Common Stock Certificate (Incorporated by
        reference to Exhibit 4 to Amendment No. 2 to
        Registrant's Registration Statement on Form S-1 filed
        with the Securities and Exchange Commission on
        July 29, 1996)..........................................
 
4       Form of Registration Rights Agreement (Incorporated
        by reference to Exhibit 10.1 to Amendment No. 2 to
        Registrant's Registration Statement on Form S-1 filed
        with the Securities and Exchange Commission on
        July 29, 1996)..........................................
 
5       Form of Voting Agreement (Incorporated by reference
        to Exhibit 10.11 to Amendment No. 2 to Registrant's
        Registration Statement on Form S-1 filed with the
        Securities and Exchange Commission on July 29, 1996)....


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                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                   ATRIA COMMUNITIES, INC.


    
Date: August 20, 1996              By: /s/   W. Patrick Mulloy, II
                                       -----------------------------------------
                                       W. Patrick Mulloy, II
                                       President and Chief Executive Officer


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