SecProbe.io

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      							June 3, 2005

Via U.S. Mail and Fax
Mr. Bruce J. Mackey Jr.
Treasurer and Chief Financial Officer
Five Star Quality Care, Inc.
400 Centre Street
Newton, MA  02458

	RE:	Five Star Quality Care, Inc.
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 29, 2005
		File No. 1-16817

Dear Mr. Mackey:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please 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.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 listed
at
the end of this letter.

Form 10K for the fiscal year ending December 31, 2004, filed March
29, 2005

		Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
		page 21

1. We note that you completed the acquisition of LTA Holdings,
Inc.
(LTA) in November 2004.  Please discuss the impact of acquiring
LTA
on your future results of operations.

Notes to Consolidated Financial Statements
         Note 2, Summary of Significant Accounting Policies,
		Continuing care contracts and Revenue Recognition, page
F-8

2. Expand the disclosure of your revenue recognition policy to
describe the significant terms of long care arrangements that
require
the payment of a one-time advance deposit.  Describe the method
you
use to amortize the non refundable portion into income and
disclose
how you determine the amortization period.  Also expand the
disclosure in Critical Accounting Policies at page 30 to discuss
the
specific uncertainties associated with the methods, assumptions,
or
levels of judgment you use in recognizing revenue under these
arrangements.  Please refer to Section IV.B of the Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations in Release No FR-72.

3. It appears that you have recorded a portion of advance payments
for continuing care contracts as long-term liabilities.  Tell us
the
accounting literature you considered in determining the
appropriate
classification of advance payments on the balance sheet.

		Acquisitions, page F-13

4. It appears that LTA was a material acquisition in 2004.  Please
provide a brief description of the acquired entity.  Please
disclose
the primary reasons for the acquisition including the factors that
contributed to a purchase price that result in the recognition of
goodwill.  Please provide a condensed balance sheet showing the
amount assigned to each major asset and liability caption of the
acquired entity as of the acquisition date.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773 or Terry French, Accountant Branch Chief, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Bruce Mackey
Five Star Quality Care, Inc.
June 3 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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