SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 10, 2010
   David A. Tenwick Chairman of the Board AdCare Health Systems, Inc. 5057 Troy Road Springfield, OH  45502-9032

Re: AdCare Health Systems, Inc.
 Form S-3
Filed May 4, 2010
 File No. 333-166488

Dear Mr. Tenwick:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 any other aspect of our review.  Feel free to call us at the telephone numbers liste d at the end of this letter.
 Selling Securityholders

 Common Stock/Restri cted Stock Table

1. At the end of this table, you refer to the registration of co mmon stock underlying
options available for granting under the 2004 Stock Option Plan and 2005 Stock Option Plan.  Please note that  to register securities i ssued under an employee benefit
plan on a Form S-3 the information concer ning the plan required by Form S-8 would
have to be included in the Form S-3 pros pectus.  For guidance, refer to Question
116.01 of the Securities Act Forms Complia nce and Disclosure Interpretations,

David A. Tenwick
AdCare Health Systems, Inc. May 10, 2010 Page 2 of 4
available on our website at www.sec.gov.  Pl ease tell us how you have complied with
this guidance or revise accordingly.
2. Please explain why you have listed as a sel ling security holder “IPO Warrants held in
street name”?  Provide your legal analysis for registering these securities in this
manner.

Plan of Distribution

3. Please revise here and in Item 14 to incl ude an estimate of all expenses paid in
connection with the securities being regist ered.  Refer to Item 511 of Regulation S-K.

Incorporated by Reference

4. Please revise to specifically incorp orate your Form 10-K/A filed April 2, 2010.
 Signature page

5. We note that your signature page does not indicate on which date each director signed the registration statement.  Include  such dates in your amendment.

Exhibit 5.1 Legal Opinion

6. It appears that counsel has inadvertently switched the terms “Primary Offering” and
“Secondary Offering”.  Please instruct your legal counsel to file a new opinion to
correct this issue.

General

7. Revise your registration statement to correct  the pagination.  In this respect, your
current disclosure often goes on multiple pages before a page number is listed.

* * *
   As appropriate, please amend your regist ration 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 c over letter with your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

David A. Tenwick
AdCare Health Systems, Inc. May 10, 2010 Page 3 of 4    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible 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 statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 staff comments a nd the declaration of effectiveness 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Fina nce in 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 confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant accelerati on 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.

David A. Tenwick
AdCare Health Systems, Inc. May 10, 2010 Page 4 of 4   You may contact Jay Knight, Attorney-A dviser, at (202) 551-3370, Celeste Murphy,
Legal Branch Chief, at (202) 551-3257, or me at (202) 551-3810 with any other questions.
Sincerely,
  /s/ Celeste Murphy
for Larry Spirgel Assistant Director
  cc: via facsimile at (614) 221-0216

 Michael A. Smith, Esq.  (Carlile Patchen & Murphy LLP)