SecProbe.io

November 30, 2012

Via E -mail
Boyd P. Gentry
President and Chief Executive Officer
AdCare Health Systems, Inc.
5057 Troy Rd, Springfield, OH
45502 -9032

Re: AdCare Health Systems, Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed March 19, 2012
Form 10 -Q for the quarterly period ended September 30, 2012
Filed November 13, 2012
File No. 001-33135

Dear Mr. Gentry :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2011

Note 19 - Variable Interest Entities, page 88

1. Tell us in detail how you co ncluded that you have the power to direct the activities of
Riverchase (the “VIE”) that most significantly impact Riverchase’s economic
performance.  Refer to ASC 810 -10-25-38A.  Tell us in detail of the main terms of the
management agreement you entered i nto to operate Riverchase.  Tell us of Mr. Brogdon’s
rights to participate in the profits and losses of Riverchase. Tell us of the business
rationale for assigning after formation, 100% of the membership interests of Riverchase
to Mr. Brogdon.

Boyd P. Gentry
AdCare Health Systems, Inc.
November 30, 2012
Page 2

 2. Tell us w hether the five skilled nursing facilities in Oklahoma are legal entities.  Tell us
in detail how you concluded  that you have the power to direct the activities of the VIEs
that most significantly impact their economic performance.  Refer to ASC 810 -10-25-
38A. Tell us of the rights of Mr. Brogdon, through the entities that he controls, to
participate in the profits and losses of the five skilled nursing facilities.

3. Tell us in detail why you believe that since Mr. Brogdon is the managing member of each
of the entities , a significant  shareholder and executive office of the Company, the
potential ability exists to influence the Company to reimburse the owners of the facilities
for any losses.  Tell us in more detail why you believe that for this reason you s hould be
considered the primary beneficiary of the five skilled nursing facilities.

Form 10 -Q for the quarterly period ended September 30, 2012

Note 8 - Notes payable, page 11

4. We note in the first paragraph of page 13 that on June 15, 2012, the maturity date of the
loan agreement was amended to reflect a maturity date of March 13, 2013.  In this regard,
tell us in detail how you concluded that you have the ability to re -finance the loan later
this year with long -term financing.

Note 9 - Acquisitions, page 14

5. With regard to the three acquisitions described in this note, tell us what you mean by “the
company obtained effective control .”

Liquidity and Capital Resources, page 32

6. We note you  are growing your business through acquisitions and other methods of
expansion and this growth will require additional financing.  We further note your
disclosure on page 32 that you believe you will require additional financing to satisfy
your financial o bligations and implement your expansion strategy.  In future filings,
please disclose (i) more directly whether you believe your existing cash, cash equivalents,
net cash from operations, and sources of liquidity will be sufficient to fund your
operations,  anticipated capital expenditures, and debt repayment obligations for the next
twelve months (with or without additional financing), and (ii) a more detailed discussion
of your plans to meet both short -term and long -term liquidity needs (note, we consider
long-term to be longer than 12 months).   In addition, please also present this disclosure
in the Overview section to the MD&A.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Boyd P. Gentry
AdCare Health Systems, Inc.
November 30, 2012
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accurac y
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Joseph M.  Kempf,  Senior  Staff Accountant , at 202-551-3352  or Carlos
Pacho, Senior Assistant Chief Accountant, at 202 -551-3835  if you have questions regarding
comments on th e financial statements and related matters.  Please contact Ajay Koduri, Staff
Attorney , at 202 -551-3310 or Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257 w ith
any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director

cc:  Via E -mail
 Lori Gelchion, Esq.
 Rogers & Hardin LLP