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      CNL Retirement CRC Response Letter

    October
      6, 2005

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              CNL
                Retirement Properties, Inc.

              Form
                10-K for the fiscal year ended December 31,
                2004

              Filed
                March 10, 2005

              File
                No. 000-32607

    Ladies
      and Gentlemen:

    We
      are in
      receipt of the letter from the staff (the “staff”) of the Securities and
      Exchange Commission (the “Commission”), dated September 22, 2005 to Mr. Clark
      Hettinga, of CNL Retirement Properties, Inc. (the “Company” or “we”).

    We
      acknowledge that the adequacy and accuracy of the disclosure in the filing
      is
      our responsibility. We acknowledge the staff’s position that comments or changes
      to disclosure in response to staff comments do not foreclose the Commission
      from
      taking any action with respect to the filing. We also understand the staff’s
      position that staff comments may not be asserted as a defense in any proceeding
      initiated by the Commission or any person under the federal securities laws
      of
      the United States.

    The
      Company’s responses to the staff’s comments are
      set
      forth below. For your convenience, we have included the staff’s comments herein
      and keyed our responses accordingly.

    Form
      10-K for the year ended December 31, 2004

    Financial
      Statements

    Consolidated
      Statements of Income, page 33

              1.

              Explain
                to us how you determined that your Seniors’ Housing and Medical Office
                Buildings facilities do not represent separate reportable segments
                under
                SFAS 131.

    Response:

    We
      supplementally advise the staff that although the Company has diversified its
      real estate portfolio by investing in different facility types, our Seniors’
      Housing and Medical Office Buildings facilities do not represent separate
      reportable segments based on the internal reporting and decision making as
      set
      forth in guidance in SFAS 131.

    Specifically,
      our chief operating decision making committee (our executive committee made
      up
      of our Chief Operating Officer, Chief Financial Officer, Executive Vice
      President of Acquisition and Finance, and Senior Vice President of Asset
      Management) does not receive or use segmented reporting to determine financial
      performance or allocate resources. Rather, revenues and expenses from all
      property types are combined for profit measurability and decision making.
      Management also tracks the underlying operations of facilities on a property
      by
      property basis to evaluate each property’s performance and make decisions on the
      allocation of the Company’s resources.

    Note
      2
      - Summary of Significant Accounting Policies

    Intangible
      Lease Costs, page 38

              2.

              Advise
                us how renewal terms are considered in your accounting policy for
                below-market leases.

    Response:

    We
      supplementally advise the staff that our accounting policy for amortizing
      below-market leases addresses renewal terms as follows:

            ·

              For
                renewal terms with rates approximating fair market value, the amortization
                period for the below-market intangible lease liability is limited
                to the
                original lease term.

            ·

              For
                renewal terms with rates that are below fair market value, the
                amortization period for the below-market intangible lease liability
                includes both the original lease term and the renewal
                term.

    We
      also
      supplementally advise the staff that currently, none of the Company’s
      below-market leases have renewal terms with rates that are below fair market
      value.

                *

                *

                *

After
      you
      have had the opportunity to review the attached, please do not hesitate to
      contact me at (407) 835-3208 with any questions or further comments you might
      have.

              Sincerely,

              /s/
                Clark Hettinga

              Clark
                Hettinga

              SVP
                & Chief Financial Officer

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