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      Unassociated Document

                Writer's
                  Direct Line: (614) 628-0788

                Writer's
                  E-Mail Address: mas@cpmlaw.com

            April
              10,
              2006

            Mr.
              Jeffrey T. Weaver

            Assistant
              Director

            Securities
              and Exchange Commission

            450
              Fifth
              Street, N.W.

            Mail
              Stop
              03-04

            Washington,
              D.C. 20549

                      Re:

                      AdCare
                        Health Systems, Inc.

                      Form
                        SB-2 Registration Statement

                      File
                        No. 333-131542

            Dear
              Mr.
              Weaver:

            We
              have
              today filed an Amended Registration Statement for AdCare Health Systems,
              Inc.
              (“AdCare”) pursuant to EDGAR. As a courtesy, we are enclosing three (3) marked
              copies and three (3) clean copies of Amended Registration Statement
              on Form SB-2
              of AdCare which incorporates, among other things, changes made to the
              Registration Statement as a result of comments contained in your letter
              of March
              3, 2006. The numbered paragraphs in this letter correspond to the numbered
              comments in your letter and the comments are provided in italics before
              each
              answer.

                    1.

                      Please
                        disclose the date when the units will separate and the common
                        stock and
                        the warrants will trade
                        separately.

            The
              Registration Statement has been amended to indicate that the Units
              will begin to
              trade separately 90 days after the date of the Prospectus.

                    2.

                      Please
                        revise the statement that you expect to list the units on
                        the American
                        Stock Exchange. You may state that you intend to apply for
                        listing on the
                        exchange or that you have applied for listing, whichever
                        is
                        accurate.

            The
              Registration Statement has been amended to indicate that AdCare has
              applied for
              listing on the American Stock Exchange.

                    3.

                      Please
                        provide third-party support for your claim that you “enjoy and excellent
                        reputation” for your management capabilities, or in the alternative,
                        delete the claim.

            We
              have
              deleted the claim.

              ________________________________366
                East
                Broad Street —
                Columbus, Ohio 43215 —
                ph:
                614.228.6135 —
                fx:
                614.221.0216 —
                www.cpmlaw.com

              Mr.
                Jeffrey T. Weaver

              April
                10,
                2006

              Page
                2

                    4.

                      In
                        a number of places in the summary and throughout the document
                        you make
                        claims regarding market share, the size of the market of
                        your services and
                        facilities, and other similar information. See, for example,
                        the fifth
                        paragraph on page 2 and the sixth paragraph on page 25. Please
                        provide us with copies of the documents you are relying on
                        in support of
                        these claims. Mark the documents to show the location of
                        the information
                        you cite.

            We
              have
              supplementally included with this letter marked documents which support
              factual
              statements contained in the Registration Statement regarding the size
              of the
              market and population served by AdCare.

                    5.

                      We
                        note that you have disclosed your revenue base for the nine
                        month period
                        ended September 30, 2005. Please balance this disclosure by
                        quantifying your expenses for the
                        period.

            We
              have
              revised the disclosure on the Summary page of the Prospectus to clarify
              that a
              portion of the revenues being referenced are revenues of the facilities
              managed
              by AdCare and are not the revenues of AdCare itself. We have provided
              expense
              information with respect to our “owned” facilities but we cannot provide
              information as to the expenses of “managed” facilities. The importance of this
              information is twofold. First, AdCare receives management fees based
              on the
              revenues of the facilities that are managed but not owned (management
              fees are
              not based on expenses). Second, we have enclosed this information to
              help
              demonstrate AdCare’s capacity to manage a larger business operation than is
              indicated solely by looking at AdCare’s revenues.

                    6.

                      Similarly,
                        balance the discussion of your strategy and future plans
                        by identifying
                        the risks and obstacles you will encounter in implementing
                        your future
                        plans.

            We
              have
              included additional language in the Summary page of the Prospectus
              indicating
              some of the challenges and risks associated with AdCare’s growth
              plans.

                    7.

                      Please
                        revise this presentation to clearly reflect the impact of
                        the discontinued
                        operations on your financial information.

            We
              added
              the line Income (Loss) before Discontinued Operations to the Summary
              Financial
              Information. We have also included a footnote in the Summary Financial
              Information on page 3 to clarify the impact on the 2004 income of the
              discontinued operations. This footnote is not applicable to income
              in
              2005.

                    8.

                      Please
                        revise your presentation here to remove the “Adjusted”
                        column.

            We
              have
              deleted the “Adjusted” column as requested.

              Mr.
                Jeffrey T. Weaver

              April
                10,
                2006

              Page
                3

                    9.

                      Please
                        quantify the disclosure in the risk factor to the extent
                        practicable. Your
                        discussion should highlight the fact that you had negative
                        working capital
                        as of September 30, 2005.

            We
              have
              revised the risk factor on page 4 to emphasize the potential challenges
              of
              borrowing additional funds given the negative working capital of AdCare
              as of
              December 31, 2005.

                    10.

                      Please
                        expand the disclosure to briefly describe the current state
                        of the Ohio
                        economy and indicate whether you have experienced any adverse
                        consequences
                        to date from the concentration of your business in Ohio.
                        If you have, you
                        should also briefly describe the adverse consequences you
                        experienced.

            We
              have
              revised the risk factor on page 5 to generally discuss the economy
              in the state
              of Ohio and to clarify that it has not caused adverse impact to date,
              but may do
              so in the future.

                    11.

                      Disclose
                        the percentages of your revenue that come from each of Medicare,
                        Medicaid
                        and from other third party payors in each of the two most
                        recent fiscal
                        years.

            We
              have
              added the requested information regarding the percentages of revenue
              for
              Medicare, Medicaid and other third party payors.

                    12.

                      You
                        say that there are administrative rulings and interpretations
                        of the
                        Medicare and Medicaid program statutes that may further affect
                        payments.
                        Please briefly identify them and describe the potential adverse
                        consequences you might experience as a
                        result.

            We
              have
              revised this risk factor to expand the discussion of proposed changes
              in the
              Medicare and Medicaid programs and their potential impact on
              AdCare.

                    13.

                      Please
                        identify your most significant competitors in each area of
                        your business
                        and discuss the basis on which you compete with them. Also,
                        if you have
                        experienced any adverse consequences to date as a result
                        of the
                        competition you discuss, you should briefly describe the
                        consequences
                        here.

            We
              have
              expanded this risk factor to disclose specific competitors and adverse
              consequences which have occurred in the past as a result of
              competition.

                    14.

                      If
                        you have experienced difficulties in hiring and retaining
                        the necessary
                        personnel in the past, you should revise the risk factors
                        to discuss these
                        experiences.

            We
              have
              clarified this risk factor to indicate that AdCare has not had any
              difficulty in
              hiring employees in the past, but the risk remains viable.

              Mr.
                Jeffrey T. Weaver

              April
                10,
                2006

              Page
                4

                    15.

                      Please
                        disclose the percentage of your revenue attributable to management
                        contracts in each of the two most recent fiscal years. Also,
                        disclose the
                        percentage of your home healthcare contracts that were renewed
                        in each of
                        the two most recent fiscal years, and whether you have renewed
                        or lost any
                        of your management contracts during the two most recent fiscal
                        years.

            We
              have
              revised this risk factor to disclose the percentage of revenue attributable
              to
              management contracts and to clarify that AdCare has not had any management
              contracts cancelled within the past two years.

                    16.

                      Please
                        expand your discussion of the debts you will repay to disclose
                        the
                        maturity of each loan. Also disclose the uses to which you
                        put the
                        proceeds of the debts to be
                        repaid.

            We
              have
              expanded the discussion and quantified the debts that are expected
              to be repaid
              out of the Offering proceeds.

                    17.

                      Please
                        expand your discussion of the funds to be used for “working capital and
                        for general corporate purposes” to be more specific about the uses you
                        might use the funds for.

            We
              have
              added a footnote which provides additional detail concerning the expected
              use of
              Offering proceeds for “working capital and general corporate
              purposes.”

                    18.

                      Please
                        revise this presentation to include the effects of only the
                        offering. You
                        can then provide the additional tables that include the effects
                        of the two
                        scenarios after that.

            We
              have
              revised the capitalization table on page 14 of the Registration Statement
              to
              indicate only the effects of the Offering.

                    19.

                      Please
                        revise this presentation to more clearly present the effects
                        that you are
                        trying to articulate by offsetting the numbers that must
                        be combined to
                        arrive at the “Pro Forma Net Tangible Book Value Per
                        Share.”

            We
              have
              revised the Dilution section on page 15 of the Registration Statement
              to make
              the presentation more clear. The previous discussion was somewhat complicated
              by
              the fact that we were using September 30, 2005 financial information,
              while
              attempting to incorporate sales of stock and other events that occurred
              subsequent to that date but prior to the filing of the Registration
              Statement. A
              new Dilution section now reflects information through December 31,
              2005.

                    20.

                      Your
                        discussion related to the decrease in operating cash flows
                        is confusing.
                        Please expand for us how the acquisition of accounts receivable
                        related to
                        a purchase business combination affected your cash flows
                        from receivables.
                        Further revise the discussion to better address the actual
                        activities that
                        affect your cash flows from operations instead of this apparent