SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
June 4, 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 reviewed your amended filing and response letter dated May 28, 2010, and
have the following additional comments.  Wh ere 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.  Please be as detailed as necessary in your explanation.    Selling Securityholders, page 12

 Common Stock/Restricted Stock Table, page 16

1. We note your response and revised disclosure  in reply to comment one in our letter
dated May 10, 2010.  It appears from your di sclosure that the transaction you intend
to register relating to the 63,520 shares under the 2004 Stock Option Plan and the 40,200 shares under the 2005 Stock Option Plan is  the initial sale of such shares by

the company  (i.e., the issuance of shares by th e company upon exercise of the stock
option), not the later resale of  such securities by a selling securityholder.  Therefore,
revise your prospectus to remove these sh ares from your selling securityholders table
and disclose this transact ion in the portion of your prospectus relating to the
information concerning the benefit plans required by Form S-8 (page 34).  Also, revise your registration statement and lega l opinion to account for any changes in
your offering description.  If you intend to regist er the later resale of such shares after
they are issued by the company, refer to Part C. of Form S-8 for relevant guidance.

David A. Tenwick
AdCare Health Systems, Inc. June 4, 2010 Page 2 of 3  Incorporation of Certain Info rmation by Reference, page 34

2. We note your revised disclosure in response to comment four in our letter dated May
10, 2010.  Please note that Item 12(a)(2) of Form S-3 requires that you specifically
incorporate by reference all reports filed pu rsuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report on Form
10-K.  In this regard, we note that while  you reference the Form 10-Qs from fiscal
year 2009, you do not incorporate by reference the most recent Form 10-Q filed May 17, 2010.  Please revise accordingly.  Als o, for guidance on how to incorporate by
reference filings made after the date of your next amendment but prior to
effectiveness, see Question 123.05 of th e Securities Act Forms Compliance and
Disclosure Interpretations, availa ble on our website at www.sec.gov.

* * *
  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.

  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

David A. Tenwick
AdCare Health Systems, Inc. June 4, 2010 Page 3 of 3  ‚ 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.
  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)