Mail Stop 3561								September 09,
2005

Via U.S. Mail and Fax (212) 777-3050

Deborah C. Paskin, Esq.
Executive Vice President, Secretary and General Counsel
Brookdale Senior Living Inc.
330 North Wabash
Suite 1400
Chicago, Illinois  60611

	Re:  	Brookdale Senior Living Inc.
      Registration Statement on Form S-1
      Filed August 10, 2005
      File No. 333-127372

Dear Ms. Paskin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and various
recapitalization information.  Please include this disclosure in
an
amendment as soon as practicable.  Note that we may have
additional
comments once you have provided this disclosure.  Therefore,
please
allow us sufficient time to review your complete disclosure prior
to
any distribution of preliminary prospectuses.
2. We note that you include industry research for estimated growth
data and other figures cited throughout the document.  Please
provide
us with marked copies of any materials that support these and
other
third party statements, clearly cross-referencing a statement with
the underlying factual support.  Also confirm for us that these
documents are publicly available.  To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.

3. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us supplementally.
See
Item VIII of the March 31, 2001 quarterly update to the Division
of
Corporation Finance`s "Current Issues and Rulemaking Projects
Outline."

4. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

Prospectus Summary, page 1
5. Tell us in your response letter the basis for your statement
that
you "are the third largest operator of senior living facilities in
the United States based on total capacity . . ."
6. Move your chart regarding your recent results to your
management`s
discussion and analysis section and include appropriate textual
disclosure in that section to explain these results.  This type of
presentation of mostly non-GAAP measurements is inappropriate for
your summary.  Please similarly delete this presentation from the
forefront of your business section on page 66.
7. Your summary should present a balanced picture of your
operations.
Accordingly, please disclose your net losses for each of the past
two
years and disclose Alterra Healthcare`s emergence from bankruptcy
in
December 2003.
8. Significantly reduce or delete the sections entitled Industry
Trends, Growth Strategy and Competitive Strengths.  This
disclosure
is too detailed for the summary and is more appropriate for your
business discussion.  Please also delete the Risk Factors section
on
page 6 as it adds no additional information and the actual risk
factors begin on page 12.
9. Clarify your statement that "we control the operating economics
of
our facilities through property ownership and long-term leases."

Formation Transactions, page 5
10. Disclose that the Chairman of your Board, Wesley Edens, and
another director, Randal Nardone, own 74.4% of Brookdale through
Fortress.

Summary Combined Financial Information, page 9

11. Please remove the bold double underline from the line labeled
income from operations.  Your presentation suggests that the
reader
should focus on operating results that exclude interest expense,
which is a non-GAAP measure.

12. With regard to your footnote disclosures (1), (2) and (3)
please
note that is not adequate to reference disclosures in other
sections
of the document. Please revise to provide all the disclosures
required by Item 10 (e) of Regulation S-K.

13. It appears to us that `Cash Earnings` is a measure of
liquidity
since you are disclosing that it is used by management to assess
its
capacity to pay dividends. Please include cash flows from
operating,
investing and financing activities for each period.

Risk Factors, page 12

14. Ensure that each caption clearly reflects the risk that you
discuss in the text.  Many of your risk factors either state a
fact
or uncertainty or merely allude to a risk.  Others do not
accurately
describe the risk being discussed.  See, for example:

* Our operating businesses were recently transferred . . ., page 7
* We may need additional capital to fund our operations . . .,
page
16
* We may not be able to pay or maintain dividends, page 18
* Environmental contamination associated . . ., page 18
* Our business may be adversely affected by increasing . . ., page
20
* Anti-takeover provisions in our amended and restated . . ., page
25
* We are a holding company with no operations, page 26
* An active market for our shares . . ., page 26
* Market interest rates may have an effect on the value . . .,
page
28
These are only examples.  Revise throughout to succinctly state in
your caption the particular risk that results from the
uncertainty,
and tailor the caption to reflect the particular risk to you or
potential investors.
15. You provide generic conclusions in both the heading and text
in
several of your risk factors, stating that, if those risks
materialize, they may have an adverse effect on your "business" or
"financial condition."  This often does not represent meaningful
disclosure.  Instead, we encourage you to replace this language in
both the headings and text of your risk factors with specific
disclosure of the possible affect upon your operating results,
business, profits, share price, sales, etc.  See Item 503(c) of
Regulation S-K.

We may not be able to generate sufficient cash flow . . ., page 13
16. Please disclose the interest rates under the financing
arrangements that you disclose.  Also, clarify the significance of
the overall lease coverage amounts you disclose.  For example,
disclose any requirements to meet certain coverage amounts.
17. Clarify the meaning and significance of your statement that
"[l]ease financing transactions carry an inherently higher level
of
leverage than debt financings."

If we do not effectively manage our growth . . ., page 15
Unforeseen costs associated with the acquisition . . ., page 16
18. Disclose any specific problems you have experienced with
regard
to your recent acquisitions and quantify to the extent possible so
that investors can better assess the magnitude of these risks.

Competition for the acquisition of strategic assets . . ., page 16
19. Disclose any specific instances where you have lost in the
bidding for acquisitions to REITs.

Increased competition for or a shortage of skilled personnel . .
..,
page 17
20. Disclose the extent to which you have had problems retaining
your
personnel.  In this regard, please consider addressing whether
certain states or geographical areas in which you operate are more
difficult than others in retaining and attracting qualified and
skilled personnel.

Failure to comply with existing environmental laws . . ., page 19
Our business may be adversely affected by increasing regulation .
..
.., page 20
21. These risk factors are too long and merely repeat the
disclosure
in your regulation section.  Please revise to present adequate but
not excessive detail regarding these risks.

Compliance with the Americans with Disabilities Act . . ., page 23
22. Quantify the capital expenditures you have incurred as a
result
of inspections, if material.

Significant legal actions and liability claims . . ., page 23
23. Disclose the number of claims you have had in the past year
that
were not covered by your insurance or exceeded your policy limits
and
quantify the aggregate amount of those claims.

Overbuilding, increased competition . . ., page 24
24. Please specifically address the overbuilding and increased
competition issues that you face in Florida, California and
Illinois
given the geographic concentration of your facilities in these
states.  Also, we note your disclosure that "recent overbuilding .
..
.. has reduced the occupancy rates of newly constructed buildings
and,
in some cases, reduced the monthly rate that many newly built and
previously existing facilities are able to obtain . . ."  In your
management`s discussion and analysis section, however, you
disclose
that overbuilding occurred in the late 1990s but that there has
been
a recent reduction in supply and a trend towards increasing
occupancy
rates and resident fees.  Please reconcile your disclosure in this
risk factor as well as your management`s discussion and analysis
section, if appropriate.

The market price of our common stock . . ., page 27
25. Disclose the number of shares that are subject to the
stockholders agreement.  Also, disclose the number of shares that
are
subject to the lock-up agreement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 36

Executive Overview, page 36
26. Clarify your reference to "a broad spectrum of assets in the
senior living industry" by being more specific as to what you
mean.

27. We note the reasons on page 39 for Alterra`s bankruptcy.
Explain
why management believes that these problems that resulted in the
bankruptcy have been resolved.

Formation Transactions, page 37
28. Explain the business reasons for Alterra`s purchase of the
Prudential Portfolio in exchange for certain membership interests
in
affiliated entities.

Revenues, page 38
29. Please disclose the entrance fee.

Alterra Reorganization, page 39
30. Disclose the reasons for significant increase in costs in
operating Alterra`s residences in the second half of 2000, and
clarify the meaning of your phrase "declining credit fundamentals"
and explain its significance.
31. Clarify who the FEBC-ALT investors are and why they received
100%
of the common stock of Alterra upon emergence from bankruptcy.
Also
clarify whether there was any pre-bankruptcy relationship among
Alterra, Emeritus Corporation and NW Select.
32. Highlight here that Alterra was a public company prior to its
merger with BLC and disclose what happened to the public
shareholders
of Alterra upon emergence from bankruptcy.

Financial Developments, page 41
33. Please quantify the additional costs that you reference as a
result of becoming a public company.  Also, address how you intend
to
pay for these anticipated increases in expenses.

34. Please expand upon other developments, trends or uncertainties
that may impact your business and operations.  For example, we
note
the increase in general and administrative expenses due to the
increase in salaries, wages and benefits for the quarter ended
March
31, 2005 and for the year ended December 31, 2004.  Do you expect
these costs to continue to rise?  Also, do you expect the demand
for
senior living services and associated increase in occupancy rates
and
resident fees to continue to rise?  These are only examples.
Please
expand your disclosure accordingly.
35. Because 85.8% of your revenues were generated from leased
facilities, please address whether you intend to focus on leasing
them as you acquire more facilities and please discuss how this
approach impacts your business compared to owning a facility.


Liquidity and Capital Resources, page 50

36. We note your statement that "[t]he primary use of our cash is
for
operating costs, which includes debt service and lease payments
and
capital expenditures."  Please discuss in more detail and quantify
your short-term and long-term cash requirements.  Your discussion
should include the funds necessary to maintain current operations
and
any commitments for capital expenditures and other expenditures on
a
short-term and long-term basis.  Refer to Section IV of the
Commission`s Interpretive Release on Managements Discussion and
Analysis of Financial Condition and Results of Operations which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.

Contractual Commitments, page 52

37. We note your footnote disclosure (1) and it does not appear to
us
that the long-term debt includes interest payments. Please revise
to
include the interest payments.

New Credit Facility, page 52
38. Describe the expected terms of your credit facility in greater
detail, to the extent known.  Also, we note your disclosure that
the
expected restrictive covenants could limit your and your
subsidiaries
ability to pay dividends.  Please address how this restrictive
covenant could impact your dividend policy.

Hedging, page 54
39. Disclose the counterparty for your swap agreements and file
your
swap agreements as exhibits or tell us in your response letter why
you are not required to file them as exhibits.

SFAS No. 123, Share-Based Payment, page 57

40. Disclose the status of your evaluation of the impact of
adopting
SAFS 123.  Explain why the impact of adoption is not known.

Non-GAAP Financial Measures,  page 59
41. Management`s reasons for using adjusted EBITDA and cash
earnings
are almost identical.  Confirm that the only distinction is the
use
of cash earnings to assess cash available for dividends to
stockholders.





Adjusted EBITDA

42. We note your disclosure of Adjusted EBITDA as a measure of
your
operating performance.  Disclose why you feel that it is
appropriate
to exclude recurring operating expenses from the Adjusted EBITDA.
We
note for example that `loss on discontinue operations`, `equity in
(earnings) loss of unconsolidated ventures`, `loss (gain) on
extinguishment of debt` and `straight-line lease expense` are
recurring items and as such should not be adjusted from a non-GAAP
financial measure.  Note that the guidance in Question 8 of our
Frequently Asked Questions document on non-GAAP measures, which is
available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm, requires
you to demonstrate the usefulness of any measure that excludes
recurring items and to provide comprehensive disclosure if such a
presentation can be reasonably justified.  Please provide
additional
justification regarding the economic substance of this measure.
In
addition, if you continue to believe that such presentation is
appropriate, disclose in more detail the material limitations of
this
measure in light of the exclusions discussed above and the manner
in
which management compensates for these limitations.

43. It appears that you also present adjusted EBITDA as a
liquidity
measure, since you disclose that this measure gives investors a
more
accurate picture of "cash generated by us".   Please include a
reconciliation of adjusted EBITDA to cash flow from operations for
each period presented.

Cash Earnings, page 61

44. Provide a definition of cash earnings that explains the
calculation of this measure based on the most directly comparable
GAAP measure.

45. Since you are disclosing that cash earnings is used by
management
to evaluate the company`s operations and to assess the capacity to
pay dividends, it appears to us that you are using cash earnings
primarily as a measure of liquidity.   Please include
reconciliation
to cash flows from operations.  In addition, please expand your
discussion to include the following:

* Disclose the substantive reasons for why management believes the
presentation of cash earnings provides useful information to
investors regarding your liquidity.

* Identify any material limitations of this measure.  For example,
you may need to clarify that it does not represent cash flow
available for dividends or discretionary expenditures, since you
may
have mandatory debt service requirements or other non-
discretionary
expenditures not reflected in the measure.





Facility Operating Income, page 61

46. It appears to us based on your disclosure that your measure
`Facility Operating Income` is used as a measure of operating
performance and liquidity. If true, you need to provide
reconciliations to the most closely comparable GAAP measure of net
income and cash flow from operating activities, respectively.  If
the
measure is used as a measure of performance, you should explain
why
it is appropriate to remove recurring expenses from the measure.
In
addition, explain why it is useful to investors. If the measure is
used as a measure of liquidity, disclose the substantive reasons
for
why management believes the presentation provides useful
information
to investors regarding its liquidity.

Business, page 65

History, page 68
47. Consider including a chart to show your organizational
structure
before and after the formation transactions.

48. Disclose how you will account for the merger with Brookdale
Living Communities and Aleterra Healthcare Corp.  Also provide
similar disclosure in the discussion of the formation transactions
at
page 37 of MDA.

Operations, page 74
49. Clarify whether the various additional fees you charge such as
under the "Personally Yours" program and the "YourCare" program
vary
by facility and disclose a range of these fees.

Operations Overview, page 76
50. Briefly describe the material terms of your national vendor
contracts and file these agreements as exhibits or tell us in your
response letter why you are not required to file them as exhibits.

Management, page 111

Audit Committee, page 113
51. Disclose whether you intend on appointing an audit committee
financial expert.

Equity Incentive Plans, page 115

52. Please provide more specific disclosure about the parameters
that
are considered in determining whether restricted stock is to be
issued under your restricted securities plans.  Are the restricted
stock issuances based on revenue levels or earnings goals that can
be
expressed in qualitative terms?  Also, to the extent known, please
provide similar disclosure regarding your new equity incentive
plan.

Employee Restricted Stock Plans, page 115
53. Disclose the percentage and amount of the securities that are
no
longer subject to a risk of forfeiture for each of Messrs.
Schulte,
Rijos and Young and Ms. Paskin.

54. Tell us how you determined the fair value of the shares of BLC
and membership interests of FEBC-ALT issued to executives on
August
5, 2005.

55. Please disclose in MD&A the number of shares granted under the
restricted stock plan and the fair value of the stock. Also
disclose
the following information:

* Whether the valuation used to determine the fair value of the
stock
was contemporaneous or retrospective;
* If the valuation specialist was a related party, a statement
indicating that fact;
* A discussion of the significant factors, assumptions and
methodologies used in determining fair value;
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
the estimated IPO price;
* The valuation alternative selected and, if applicable, the
reason
management chose not to obtain contemporaneous valuation by an
unrelated valuation specialist.

We may have additional comments when you include the estimated
offering price in the document.

56. We note that you refer at page 116 to valuation letters from
an
independent valuation firm concerning the fair value of the
shares.
While you are not required to make reference to this independent
valuation, when you do you should also disclose the name of the
expert and include the consent of the expert.

Certain Relationships and Related Party Transactions, page 123
57. For each related party transaction, please discuss how
transaction terms were determined by the parties and whether you
believe the terms of the transactions are comparable to terms you
could obtain from independent third parties.

Principal and Selling Stockholders, page 129

58. Disclose the natural person(s) who have voting and investment
control over the shares held by Health Partners, Emeritus
Corporation
and NW Select.  Also, please tell us in your response letter
whether
these entities are broker dealers or affiliates of a broker
dealer.

Underwriting, page 148
59. As soon as practicable, please furnish to us a statement as to
whether or not the amount of compensation to be allowed or paid to
the underwriters has been cleared with the NASD.  Prior to the
effectiveness of this registration statement, the staff requests
that
we be provided with a copy of the letter or a call from the NASD
informing that they have no additional concerns.
60. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale or distribution of the shares
and describe in your response letter to us their procedures.  If
you
become aware of any additional members of the underwriting
syndicate
that may engage in electronic offers, sales or distributions after
you respond to this comment, promptly supplement your response to
identify those members, and provide us with a description of their
procedures.

      Briefly describe any electronic distribution in the filing.

Also, tell us how the procedures ensure that the distribution
complies with Section 5 of the Securities Act.  In particular,
please
address:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
	of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.

Alternatively, to the extent that our Division has reviewed the
procedures, please confirm this, and tell us if the procedures
have
been changed or revised subsequent to our clearance.

Further, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement, and
provide
us with a copy of any written agreement.  Provide us also with
copies
of all information concerning your company or prospectus that have
appeared on their website.  Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.

Finally, tell us whether any members of the selling group have
made
copies of the preliminary prospectus available over the Internet.
If
so, tell us when.  If not, tell us if they intend to do so.  In
this
regard, note that we would consider this posting a circulation of
the
preliminary prospectus.

 We may have further comments.


Where You Can Find More Information, page 151
61. Please revise the address of the SEC`s public reference room
to
reflect our new location, 100 F street, N.E., Washington, D.C.
20549.

Pro forma financial information

General Information, page F-2

62. Tell us how you will account for each of the formation
transactions described in the disclosure of the history of
Brookdale
Senior Living at page 69.  Please provide the following in your
response:

* Identify the accounting literature you considered and discuss
how
you applied it to each transaction.
* For each transaction provide a diagram or chart that shows the
ownership in each entity before and after the transaction and the
amount and type of consideration exchanged.
* Identify each related party and discuss the nature of the
relationship.


Pro forma income, page F-4

63. Revise the pro forma statement of operations to present only
income (loss) from continuing operations.  Also present only
earnings
per share data based on continuing operations.

64. Include a note to the pro forma information showing the
computation of pro forma earnings per share.

Notes to the pro forma information

Note (C) Initial Public Offering Adjustments, page F-7

65. Revise adjustment C to disclose the number of shares issued to
Brookdale and shares issued to Alterra.  Show the calculation of
the
fair value of the consideration issued and the allocation to the
portion of the tangible and intangible assets and liabilities
attributed to the minority interests.

66. It is not apparent how adjustment C reconciles to the entries
reflected in the balance sheet at page F-3.  Separately present
each
adjustment in a self-balancing format on the face of the pro forma
balance sheet or in reasonable detail in the notes.

67. Disclose why the entry for the step-up of the minority
interest
includes an adjustment to equity.

68. Explain the basis for allocating costs to facilities you
operate
under long-term operating leases and in-place tenant leases based
upon a vacancy component as described in notes (1) and (2) at page
F-
8.

Note (D) Acquisitions Adjustments, page  F-9

69. Include a schedule showing the calculation of the purchase
price
for each acquisition, including the value assigned to non-cash
consideration, if any.  Also show the allocation of the purchase
price to acquired tangible and intangible assets and liabilities.

70. In a columnar format, show the historical balance sheet and
results of operations for each acquisition, the pro forma
adjustments
and the resulting pro forma information.

Other Adjustments

71. Delete adjustments F and G at page F-14 reflecting estimated
reduction in expenses for synergies attributed to the mergers,
since
these are not factually supportable.

72. Expand the disclosure in Note H at page F-14 to describe the
provisions of the grants under the Restricted Stock plan,
including
the vesting provisions.  Also disclose how you determined the
amount
of compensation expense.

73. Revise Note N at page F-14 disclose the date you paid the $20
million dividend and identify the majority shareholder.






Unaudited pro forma statement of operations, GAAP EBITDA, Adjusted
EBITDA and cash earnings, page F-15

74. We note your schedule of pro forma GAAP EBITDA and pro forma
Adjusted GAAP EBITDA and Cash Earnings results in the presentation
of
non-GAAP measures on the face of historical and pro forma results
of
operations. Please revise to present the calculation of these pro
forma measures in a manner that complies with the requirements of
Item 10 (e)(1)(ii) (D) of Regulation S-K.

Brookdale/ Alterra Financial Statements

Balance sheet, page F-20

75. Separately show the equity of each combined company on the
face
of the balance sheet or in a note to financial statements.  Also
present separately the changes in equity in the statement at page
F-
22.

Combined Statements of Operations, page F-21

76. It appears that the caption "facility operating" excludes
depreciation and amortization for property and equipment that is
directly attributed to the generation of revenue.  If this is
true,
revise the statements to comply with SAB Topic 11.B as applicable,
by
including depreciation and amortization expense in facility
operating
expenses. Alternatively, you can indicate that the facility
operating
expense excludes `depreciation` and `amortization`.

Notes to Combined Financial Statements

Note 1 Organization, page F-27

77. Tell us how you evaluated the accounting literature in
determining you should present combined financial statements,
instead
of separate audited financial statements for Brookdale Living
Communities, Inc and Alterra Healthcare Corporation. Please
provide a
chart or diagram showing the ownership of Brookdale and Alterra.
Show
the percentage ownership of each significant shareholder.  Also
identify the common ownership and describe the nature of the
relationship between related parties.

78. In addition, tell us how you accounted for the ownership
interests of Brookdale and Alterra that are not part of the
control
group.  Discuss the consideration you gave to presenting the non
controlling ownership as minority interest in the balance sheet
and
statements of operations.

79. You disclose that Brookdale Living Communities and Alterra
Healthcare Corporation are controlled by affiliates of Fortress
Investment Group.  Expand the disclosure to describe the nature of
the relationship of these affiliates and demonstrate how this
establishes common control of Brookdale and Alterra.  Refer to
Rule
3A-03 of Regulation S-X.

80. Please consider presenting separate condensed balance sheets
and
statements of operations and cash flows of Brookdale and Alterra
in a
note to the combined financial statements.

81. We note your disclosure that you operate within one business
segment. We also note that you offer a variety of senior living
housing and service alternatives in over 380 facilities located
across 32 states and that your product offerings consist mainly of
independent living facilities, assisted living facilities, memory
care facilities and CCRS representing approximately 48.3%, 30.5%,
10.2% and 10.7% of total senior living capacity, respectively.
Addressing paragraphs 10 and 17 of SFAS 131, describe for us how
you
determined that you operate in one business segment.

BLC, page F-27

82. Your disclosure of Fortress Brookdale Acquisition LLC`s (FBA)
sale of 100% of common stock of BLC to Provident Senior Living
Trust
on October 19, 2004 appears to conflict with the statement in the
first paragraph of Note 1 that BLC is a wholly-owned subsidiary of
Fortress Brookdale Acquisition.  Please revise the disclosure to
address this apparent inconsistency.

Resident Fee Revenue, page F-31

83. Disclose your revenue recognition policy for entrance fee
arrangements as described in MD&A at page 38.  Disclose how you
determine the estimated stay of the resident in the facility.   We
note that you have recorded a portion of advance payments for
continuing care contracts as long-term liabilities.  Tell us the
accounting literature you considered in determining the
appropriate
classification of refundable advance payments on the balance
sheet.

Fortress CCRC Financial Statements

Combined Statements of Activities and Changes in Net Deficit, page
F-
54

84. It appears that the line labeled "change in net assets from
operations" is the net loss from operations of the retirement
communities.   If true, please revise the label for the line to
reflect this.

Resident Fee Revenue, page F-60

85. Please revise the disclosure of your revenue recognition
policy
to explain your statement that "[t]hese amounts have been
classified
as long-term liabilities due to the contingency related to their
payment.

Unearned Entrance fees, page F-60

86. Tell us how you applied the guidance in SAB Topic 13 in
determining your revenue recognition policy for the refundable
portion of entrance fees

Signatures, page II-14
87. Please note that your principal accounting officer or
controller
must also sign your registration statement.  Please see the
instructions to the signature requirements of Form S-1.

Age of Financial Statements

88. Update the financial statements and other financial
information
in the filing as required by Rule 3-12 of Regulation S-X.



*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Alonso Rodriguez, Staff Accountant, at (202)
551-3370, or Terry French, Accountant Branch Chief, at (202) 551-
3828, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Albert Pappas,
Staff
Attorney, at (202) 551-3378, or me at (202) 551-3810 with any
other
questions.


								Sincerely,


								Larry Spirgel
								Assistant Director


cc:	via facsimile (212-777-3050)
      Joseph A. Coco, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP







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Deborah C. Paskin, Esq.
Brookdale Senior Living Inc.
September 12, 2005
Page 1 of 18



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE