SecProbe.io

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<TYPE>LETTER
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Mail Stop 3561								September 09,
2005

Via U.S. Mail and Fax (212) 777-3050

Deborah C. Paskin, Esq.
Executive Vice President, Secretary and General Counsel
Brookdale Senior Living Inc.
330 North Wabash
Suite 1400
Chicago, Illinois  60611

	Re:  	Brookdale Senior Living Inc.
      Registration Statement on Form S-1
      Filed August 10, 2005
      File No. 333-127372

Dear Ms. Paskin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, 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.  In some of our comments, we may ask you to provide
us
with supplemental 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and various
recapitalization information.  Please include this disclosure in
an
amendment as soon as practicable.  Note that we may have
additional
comments once you have provided this disclosure.  Therefore,
please
allow us sufficient time to review your complete disclosure prior
to
any distribution of preliminary prospectuses.
2. We note that you include industry research for estimated growth
data and other figures cited throughout the document.  Please
provide
us with marked copies of any materials that support these and
other
third party statements, clearly cross-referencing a statement with
the underlying factual support.  Also confirm for us that these
documents are publicly available.  To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.

3. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us supplementally.
See
Item VIII of the March 31, 2001 quarterly update to the Division
of
Corporation Finance`s "Current Issues and Rulemaking Projects
Outline."

4. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

Prospectus Summary, page 1
5. Tell us in your response letter the basis for your statement
that
you "are the third largest operator of senior living facilities in
the United States based on total capacity . . ."
6. Move your chart regarding your recent results to your
management`s
discussion and analysis section and include appropriate textual
disclosure in that section to explain these results.  This type of
presentation of mostly non-GAAP measurements is inappropriate for
your summary.  Please similarly delete this presentation from the
forefront of your business section on page 66.
7. Your summary should present a balanced picture of your
operations.
Accordingly, please disclose your net losses for each of the past
two
years and disclose Alterra Healthcare`s emergence from bankruptcy
in
December 2003.
8. Significantly reduce or delete the sections entitled Industry
Trends, Growth Strategy and Competitive Strengths.  This
disclosure
is too detailed for the summary and is more appropriate for your
business discussion.  Please also delete the Risk Factors section
on
page 6 as it adds no additional information and the actual risk
factors begin on page 12.
9. Clarify your statement that "we control the operating economics
of
our facilities through property ownership and long-term leases."

Formation Transactions, page 5
10. Disclose that the Chairman of your Board, Wesley Edens, and
another director, Randal Nardone, own 74.4% of Brookdale through
Fortress.

Summary Combined Financial Information, page 9

11. Please remove the bold double underline from the line labeled
income from operations.  Your presentation suggests that the
reader
should focus on operating results that exclude interest expense,
which is a non-GAAP measure.

12. With regard to your footnote disclosures (1), (2) and (3)
please
note that is not adequate to reference disclosures in other
sections
of the document. Please revise to provide all the disclosures
required by Item 10 (e) of Regulation S-K.

13. It appears to us that `Cash Earnings` is a measure of
liquidity
since you are disclosing that it is used by management to assess
its
capacity to pay dividends. Please include cash flows from
operating,
investing and financing activities for each period.

Risk Factors, page 12

14. Ensure that each caption clearly reflects the risk that you
discuss in the text.  Many of your risk factors either state a
fact
or uncertainty or merely allude to a risk.  Others do not
accurately
describe the risk being discussed.  See, for example:

* Our operating businesses were recently transferred . . ., page 7
* We may need additional capital to fund our operations . . .,
page
16
* We may not be able to pay or maintain dividends, page 18
* Environmental contamination associated . . ., page 18
* Our business may be adversely affected by increasing . . ., page
20
* Anti-takeover provisions in our amended and restated . . ., page
25
* We are a holding company with no operations, page 26
* An active market for our shares . . ., page 26
* Market interest rates may have an effect on the value . . .,
page
28
These are only examples.  Revise throughout to succinctly state in
your caption the particular risk that results from the
uncertainty,
and tailor the caption to reflect the particular risk to you or
potential investors.
15. You provide generic conclusions in both the heading and text
in
several of your risk factors, stating that, if those risks
materialize, they may have an adverse effect on your "business" or
"financial condition."  This often does not represent meaningful
disclosure.  Instead, we encourage you to replace this language in
both the headings and text of your risk factors with specific
disclosure of the possible affect upon your operating results,
business, profits, share price, sales, etc.  See Item 503(c) of
Regulation S-K.

We may not be able to generate sufficient cash flow . . ., page 13
16. Please disclose the interest rates under the financing
arrangements that you disclose.  Also, clarify the significance of
the overall lease coverage amounts you disclose.  For example,
disclose any requirements to meet certain coverage amounts.
17. Clarify the meaning and significance of your statement that
"[l]ease financing transactions carry an inherently higher level
of
leverage than debt financings."

If we do not effectively manage our growth . . ., page 15
Unforeseen costs associated with the acquisition . . ., page 16
18. Disclose any specific problems you have experienced with
regard
to your recent acquisitions and quantify to the extent possible so
that investors can better assess the magnitude of these risks.

Competition for the acquisition of strategic assets . . ., page 16
19. Disclose any specific instances where you have lost in the
bidding for acquisitions to REITs.

Increased competition for or a shortage of skilled personnel . .
.,
page 17
20. Disclose the extent to which you have had problems retaining
your
personnel.  In this regard, please consider addressing whether
certain states or geographical areas in which you operate are more
difficult than others in retaining and attracting qualified and
skilled personnel.

Failure to comply with existing environmental laws . . ., page 19
Our business may be adversely affected by increasing regulation .
.
., page 20
21. These risk factors are too long and merely repeat the
disclosure
in your regulation section.  Please revise to present adequate but
not excessive detail regarding these risks.

Compliance with the Americans with Disabilities Act . . ., page 23
22. Quantify the capital expenditures you have incurred as a
result
of inspections, if material.

Significant legal actions and liability claims . . ., page 23
23. Disclose the number of claims you have had in the past year
that
were not covered by your insurance or exceeded your policy limits
and
quantify the aggregate amount of those claims.

Overbuilding, increased competition . . ., page 24
24. Please specifically address the overbuilding and increased
competition issues that you face in Florida, California and
Illinois
given the geographic concentration of your facilities in these
states.  Also, we note your disclosure that "recent overbuilding .
.
. has reduced the occupancy rates of newly constructed buildings
and,
in some cases, reduced the monthly rate that many newly built and
previously existing facilities are able to obtain . . ."  In your
management`s discussion and analysis section, however, you
disclose
that overbuilding occurred in the late 1990s but that there has
been
a recent reduction in supply and a trend towards increasing
occupancy
rates and resident fees.  Please reconcile your disclosure in this
risk factor as well as your management`s discussion and analysis
section, if appropriate.

The market price of our common stock . . ., page 27
25. Disclose the number of shares that are subject to the
stockholders agreement.  Also, disclose the number of shares that
are
subject to the lock-up agreement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 36

Executive Overview, page 36
26. Clarify your reference to "a broad spectrum of assets in the
senior living industry" by being more specific as to what you
mean.

27. We note the reasons on page 39 for Alterra`s bankruptcy.
Explain
why management believes that these problems that resulted in the
bankruptcy have been resolved.

Formation Transactions, page 37
28. Explain the business reasons for Alterra`s purchase of the
Prudential Portfolio in exchange for certain membership interests
in
affiliated entities.

Revenues, page 38
29. Please disclose the entrance fee.

Alterra Reorganization, page 39
30. Disclose the reasons for significant increase in costs in
operating Alterra`s residences in the second half of 2000, and
clarify the meaning of your phrase "declining credit fundamentals"
and explain its significance.
31. Clarify who the FEBC-ALT investors are and why they received
100%
of the common stock of Alterra upon emergence from bankruptcy.
Also
clarify whether there was any pre-bankruptcy relationship among
Alterra, Emeritus Corporation and NW Select.
32. Highlight here that Alterra was a public company prior to its
merger with BLC and disclose what happened to the public
shareholders
of Alterra upon emergence from bankruptcy.

Financial Developments, page 41
33. Please quantify the additional costs that you reference as a
result of becoming a public company.  Also, address how you intend
to
pay for these anticipated increases in expenses.

34. Please expand upon other developments, trends or uncertainties
that may impact your business and operations.  For example, we
note
the increase in general and administrative expenses due to the
increase in salaries, wages and benefits for the quarter ended
March
31, 2005 and for the year ended December 31, 2004.  Do you expect
these costs to continue to rise?  Also, do you expect the demand
for
senior living services and associated increase in occupancy rates
and
resident fees to continue to rise?  These are only examples.
Please
expand your disclosure accordingly.
35. Because 85.8% of your revenues were generated from leased
facilities, please address whether you intend to focus on leasing
them as you acquire more facilities and please discuss how this
approach impacts your business compared to owning a facility.

Liquidity and Capital Resources, page 50

36. We note your statement that "[t]he primary use of our cash is
for
operating costs, which includes debt service and lease payments
and
capital expenditures."  Please discuss in more detail and quantify
your short-term and long-term cash requirements.  Your discussion
should include the funds necessary to maintain current operations
and
any commitments for capital expenditures and other expenditures on
a
short-term and long-term basis.  Refer to Section IV of the
Commission`s Interpretive Release on Managements Discussion and
Analysis of Financial Condition and Results of Operations which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.

Contractual Commitments, page 52

37. We note your footnote disclosure (1) and it does not appear to
us
that the long-term debt includes interest payments. Please revise
to
include the interest payments.

New Credit Facility, page 52
38. Describe the expected terms of your credit facility in greater
detail, to the extent known.  Also, we note your disclosure that
the
expected restrictive covenants could limit your and your
subsidiaries
ability to pay dividends.  Please address how this restrictive
covenant could impact your dividend policy.

Hedging, page 54
39. Disclose the counterparty for your swap agreements and file
your
swap agreements as exhibits or tell us in your response letter why
you are not required to file them as exhibits.

SFAS No. 123, Share-Based Payment, page 57

40. Disclose the status of your evaluation of the impact of
adopting
SAFS 123.  Explain why the impact of adoption is not known.

Non-GAAP Financial Measures,  page 59
41. Management`s reasons for using adjusted EBITDA and cash
earnings
are almost identical.  Confirm that the only distinction is the
use
of cash earnings to assess cash available for dividends to
stockholders.

Adjusted EBITDA

42. We note your disclosure of Adjusted EBITDA as a measure of
your
operating performance.  Disclose why you feel that it is
appropriate
to exclude recurring operating expenses from the Adjusted EBITDA.
We
note for example that `loss on discontinue operations`, `equity in
(earnings) loss of unconsolidated ventures`, `loss (gain) on
extinguishment of debt` and `straight-line lease expense` are
recurring items and as such should not be adjusted from a non-GAAP
financial measure.  Note that the guidance in Question 8 of our
Frequently Asked Questions document on non-GAAP measures, which is
available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm, requires
you to demonstrate the usefulness of any measure that excludes
recurring items and to provide comprehensive disclosure if such a
presentation can be reasonably justified.  Please provide
additional
justification regarding the economic substance of this measure.
In
addition, if you continue to believe that such presentation is
appropriate, disclose in more detail the material limitations of
this
measure in light of the exclusions discussed above and the manner
in
which management compensates for these limitations.

43. It appears that you also present adjusted EBITDA as a
liquidity
measure, since you disclose that this measure gives investors a
more
accurate picture of "cash generated b