SecProbe.io

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Mail Stop 3561								October 21, 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.
      Amendment No. 2 to Registration Statement on Form S-1
      Filed October 12, 2005
      File No. 333-127372

Dear Ms. Paskin:

      We have reviewed your filing and have the following
additional
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, 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 raise
additional comments.  Please note that the page number references
below refer to the page numbers on the marked version you have
provided to us.

Prospectus Summary, page 2

1. We believe that you should revise the title of "Cash Earnings"
in
this section and elsewhere in the document to a more descriptive
title.  In this regard, this measure does not appear to represent
"cash earnings" when it only reflects "recurring capital
expenditures" and is only meant to reflect operational factors
that
management can impact in the short-term.  Please either revise the
title of this measure, or delete the presentation throughout.
2. In addition, we believe that you should add a pro forma GAAP
measure of `net income (loss)`.  In this regard, you should
briefly
describe what this pro forma presentation reflects so that
investors
understand the purpose of this presentation.

3. Please refer to your presentation of pro forma `Cash Provided
by
Operating Activities` for the three and six months periods ended
June
30, 2005 and for the year ended December 31, 2004 on page 10.
Since
this information is prepared on a "pro forma basis" we would
expect
these amounts to be prepared consistent with the other Article 11
information provided in your pro forma balance sheet and income
statement information.  Please provide us with a detailed
description
as to how these amounts were calculated, along with any schedules
used to develop the amounts.  In addition, you should briefly
describe what this pro forma presentation reflects so that
investors
understand the purpose of this presentation.

Summary Combined Financial Information, page 8
Selected Combined Historical Financial and Operating Data, page 34

4. We reissue prior comment 8 in our letter dated October 11,
2005.
Please note that EPS information is required by Item 301 of
Regulation S-K.  Please note that you can include an explanation
in
the notes with regard to the change in your capital structure

Business

Overview, page 74

5. Please delete your pro forma non-GAAP financial information
from
this section. Note that it is the Staff position that non-GAAP
financial information should be presented only in the selected
financial data and MD&A sections.

History, Page 77, 78 and 79

6. Please expand your disclosure of your footnote (1) to clarify
the
relationship and agreements between Fortress Investment Holdings
LLC
and affiliates after the combinations. In addition, explain how
this
results in Fortress Investment Holdings to have a beneficial
ownership in the shares of Brookdale.

Notes to the pro forma information

Note 1.  Pro Forma - Basis of Presentation, page F-7

7. We note your response to comment 16.   We continue to believe
that
the primary pro forma earnings per share calculation should
reflect
only the additional shares sold in the offering whose proceeds
will
be used to retired debt and purchase leased facilities. Please
refer
to the guidance in Rule 11-02 (b) (7) of Regulation S-X.  If you
present additional earnings per share data reflecting the issuance
of
all shares in the offering, you should clearly label this
information.  The notes to the pro forma should clearly explain
each
calculation of pro forma earnings per share.

Note (C) Acquisition Adjustments, page F-8, F-9 and F-10

8. With regard to adjustment (5) please note that infrequent or
nonrecurring items included in the underlying historical financial
statements of the combining entities that are not directly
affected
by the transaction should not be eliminated in arriving at pro
forma
results. For additional guidance refer to Article 11 of Regulation
S-
X.

Note D.  Initial Public Offering Adjustments, page F-13

9. We note your response to comment 20 and may have additional
comments on the pro forma information on the adjustment in fair
value
in the step-up basis of the minority interest to reflect your IPO
mid-point price range.

Note 1.  Organization, page F-30

10. Please expand the disclosure and discuss the relationships and
agreements between FIG and affiliates to explain the basis for
your
conclusion that FIG controls more than 50 percent of the voting
ownership interest of BLC and Alterra.

Segment Reporting

11. It is our understanding as per our conference call on October
19,
2005 that you will provide us with additional information with
regard
to your determination of your reportable business segments.

Common Control and Minority Interest

12. As per our conference call on October 19, 2005 it is our
understanding that you will provide clarification to your response
to
our comments 27, 28 and 30 dated October 7, 2005 with regard to
common control and minority interest.  Please note that when we
receive your evaluation of common control, we may have additional
comments about your proposed method of accounting for the minority
interests in the merger of Brookdale Living Communities and
Alterra
Healthcare Corp.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Alonso Rodriguez, Staff Accountant, at (202)
551-3370, or Terry French, Accountant Branch Chief, at (202) 551-
3828, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Albert Pappas,
Staff
Attorney, at (202) 551-3378, or me at (202) 551-3810 with any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

cc:	via facsimile (212-777-3050)
      Joseph A. Coco, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP

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Deborah C. Paskin, Esq.
Brookdale Senior Living Inc.
November 3, 2005
Page 1 of 5

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

         DIVISION OF
CORPORATION FINANCE

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