INTEGRATED LIVING COMMUNITIES INC
8-A12G, 1996-08-27
SKILLED NURSING CARE FACILITIES
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                                    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

                       INTEGRATED LIVING COMMUNITIES, INC.
                 ----------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                 52-1967027
 ---------------------------------------                -----------------
(State of incorporation or organization)                  (I.R.S. Employer
                                                           Identification No.)
                                                      

           Bernwood Centre
     24850 Old 41 Road, Suite 10
          Bonita Springs, FL                                   34135
 --------------------------------------                     -----------
(Address of principal executive offices)                     (Zip Code)

         SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of each class                       Name of each exchange on 
    to be so registered                     each class is to be registered 
    -------------------                     ------------------------------


       Not Applicable                                Not Applicable

         If this Form relates to the  registration of a class of debt securities
and is effective upon filing pursuant to General  Instruction  A.(c)(1),  please
check the following box.[]

         If this Form relates to the  registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent





<PAGE>

registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box.[]


        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>


Item 1.      Description of Registrant's Securities to be Registered
- -------      -------------------------------------------------------


                  A  description  of the Common Stock is set forth at page 58 of
the Prospectus forming part of the Registrant's  Registration  Statement on Form
S-1 filed under the  Securities  Act of 1933,  as amended (the "Act"),  with the
Securities  and  Exchange  Commission  (the  "Commission")  on  June  13,  1996,
Registration  No.  333-05877,  as amended  by  Amendment  No. 1 to  Registration
Statement  on Form S-1 filed with the  Commission  on August 1, 1996 and further
amended by Amendment No. 2 to Registration  Statement on Form S-1 filed with the
Commission  on August  26,  1996 (the  "Registration  Statement"),  on behalf of
Integrated  Living  Communities,  Inc.  (the  "Registrant"),   which  is  hereby
incorporated by reference for all purposes.

                  The Registrant  hereby further  incorporates  by reference the
description of the Common Stock included in any form of prospectus  subsequently
filed by the Registrant pursuant to Rule 424(b) under the Act.

Item 2.        Exhibits
- -------        --------

                  1.   Restated  Certificate of Incorporation of the Registrant,
                       as amended,  incorporated  herein by reference to Exhibit
                       3.1 of the Registration Statement.

                  2.   By-Laws  of  the  Registrant,   incorporated   herein  by
                       reference to Exhibit 3.2 of the Registration Statement.

                  3.   Specimen  Common  Stock  Certificate  of the  Registrant,
                       incorporated  herein by  reference  to Exhibit 4.1 of the
                       Registration Statement.

                           

                                       -2-


<PAGE>

                                   SIGNATURE



         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant has duly caused this Registration  Statement on Form
8-A to be signed on its behalf by the undersigned, thereto duly authorized.

                                             INTEGRATED LIVING COMMUNITIES, INC.
                                             

                                             By:   /s/ Edward J. Komp
                                                --------------------------------
                                                   Edward J. Komp
                                                   President and Chief Executive
                                                   Officer



Dated: August 26, 1996
             




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