SecProbe.io

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Mail Stop 3561								November 15,
2005

Via U.S. Mail and Fax (917) 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. 3 to Registration Statement on Form S-1
      Filed November 7, 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.

Exhibit 5.1 - Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

1. We note the statement that "[i]n rendering the opinion . . . we
have assumed that the Company received the entire amount of the
consideration contemplated by the Conveyance Agreement."  This
assumption appears to relate to a material fact that counsel can
independently verify.  Please remove.

Summary Combined Financial Information, page 8

2. With regard to your non-recurring adjustment in your adjusted
EBITDA, tell us your basis for considering the future charges in
connection with the bonuses related to the restricted stock a non-
recurring item.  Please note that Item 10 (e) (ii) (B) of
Regulation
S-K specifies that a Registrant must not `Adjust a non-GAAP
performance measure to eliminate or smooth items identified as
non-
recurring, infrequent or unusual, when the nature of the charge or
gain is such that it is reasonably likely to recur within two
years
or there was a similar charge or gain within the prior two years`.
In addition you can refer to FAQ 9 regarding the use of Non-GAAP
financial measures available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

3. Expand the disclosure of the calculation of cash from facility
operations in note 2 to the table to describe the nature of
recurring
expenditures and how you determined the amounts.

4. You disclose that cash from facility operations is a measure of
liquidity.  Explain in note 2 why it is appropriate to adjust cash
flow provided by or used in operations for "non-recurring
combination
expenses, acquisition transition costs and bonuses in connection
with
the restricted stock grant paid and accrued."  It appears that a
significant portion of this adjustment is attributed to non-cash
charges that would not affect liquidity.

Selected Combined Historical Financial and Operating Data, page 36

5. Disclose the reasons for excluding earnings per share data for
each period presented in the table of financial data.  Also
provide
similar disclosure in the table at page 7.

Consolidated Balance Sheets, page F-20

6. Disclose the changes in stockholders` equity during the interim
period in a separate statement or in a note to the financial
statements.   It is not apparent how stockholders` equity of
$494,462
at September 30, 2005 reconciles to the contribution from
Brookdale
Facility Group of $231,556 at page F-39.

Notes to Consolidated Balance Sheets

Note 1.  Organization, page F-21

7. We note the disclosure in respect of how the partial step-up in
basis was calculated with respect to the ownership interests in
BLC
and Alterra that were not controlled by FIG.  Based upon the
information provided, it would appear that the increase in
stockholders` equity would be the estimated fair value as of
September 30, 2005 of $267.2 million (calculated as the 14.843
million shares controlled by Non-FIG Shareholders at $18 per
share)
less the historical carrying value of Non-FIG shareholders in BLC
and
Alterra (calculated as minority interest of $22,595 at June 30,
3005
less allocated minority interest as shown on the combined
statement
of operations for the three months ended September 30, 2005 of
$10,486).  Accordingly, based upon your disclosure, it would
appear
that the total adjustment to stockholders` equity would be $255.1
million.  Supplementally provide us with a calculation to better
explain how you arrived at an adjustment to stockholders` equity
of
$243.6 million, or revise your disclosure as appropriate.

Combined Statements of Operations, page F-38

8. We note your disclosure at page F-53 that in conjunction with
FIN
46R you recorded a cumulative effect of a change in accounting
principle resulting in a loss for the period ended December 31,
2003.
In this regard it appears that you restated your financial
statements
since the amount changed from $13,208 in amendment 2 to $7,277 in
amendment 3. Tell us the facts and circumstances that led to the
restatement. In addition, you should

* Label your financial statements as restated.
* In the notes to the financial statements describe any and all
revisions, including the change to minority interest, and provide
the
disclosures required by paragraph 37 of APB 20.
* Ask your auditors to consider the requirement to include a
reference to the
	      restatement in the auditor report.

Non-cash compensation expense, page F-38 and F-73

9. Please note that the presentation compensation expense as a
separate line item is generally not appropriate. You should revise
your financial statements to include or allocate the `stock based
compensation` charge to the appropriate line items on the income
statement or, as an alternative, disclose on the face of the
income
statement the appropriate classification of stock compensation
expense.

Note 14.  Segment Information, page F-72

10. Your disclosure states that "Each of our 380 facilities are
considered separate operating segments based on" and then goes on
to
list the criteria for aggregation under paragraph 17 of SFAS 131.
Based on representations made to the staff on conference calls and
in
written responses, each of your facilities is considered a
separate
operating segment as they meet the criteria set forth in paragraph
10
of SFAS 131, i.e.:
* They engage in business activities from which they earn revenues
and incur expenses;
* Their operating results are regularly reviewed by the chief
operating decision makers ("CODM") to make decisions about
resources
to be allocated to the segment and assess its performance; and
* Discrete financial information is available.
As currently presented, your narrative disclosure does not appear
consistent with SFAS 131.  Revise or advise.

Once the operating segments have been identified, you should then
determine whether aggregation is appropriate.  In this regard, we
refer you to the diagram for identifying reportable operating
segments set forth in paragraph 127 of SFAS 131.  If all of the
aggregation criteria set forth in paragraph 17 of SFAS 131 are
met,
it is appropriate to aggregate the segments.  We note that your
380
facilities have margins that vary significantly across the
portfolio,
but that otherwise the facilities meet the criteria in paragraph
17
a-e of SFAS 131, as applicable.  On the basis of the information
that
was supplementally provided to the staff, it would appear that
certain of these facilities would demonstrate similar economic
characteristics and therefore it would be possible to aggregate
certain of the facilities which met all of the aggregation
criteria.

Then an assessment as to whether the segments meet the
quantitative
thresholds set forth in paragraph 18 of SFAS 131 should be made.
While we understand that no one facility meets the quantitative
threshold, it is unclear to us how your approach considers the
aggregation of certain of the facilities that do meet all of the
aggregation criteria.  The appropriate manner to apply SFAS 131
would
be to consider the aggregate of the facilities which met all of
the
aggregation criteria when determining whether the quantitative
thresholds outlined in paragraph 18 of SFAS 131 have been met.  At
that point, to the extent that non quantitatively material
segments
remain, it would be appropriate to aggregate segments meeting only
the majority of the aggregation criteria as allowed under
paragraph
19 of SFAS 131.

As currently presented, your narrative disclosure with respect to
aggregation under SFAS 131 is inconsistent with the text of that
standard.  As noted above, SFAS 131 only permits the aggregation
of
operating segments that share a majority of the aggregation
criteria
if aggregation of operating segments meeting all of the
aggregation
criteria results in segments that do not meet the quantitative
thresholds.  Revise or advise.

In your response dated October 25, 2005, you represented that you
cannot apply the provisions of SFAS 131, paragraph 17, or meet the
quantitative thresholds of SFAS 131, paragraphs 18 and 19, to get
to
ten operating segments or less as outlined in SFAS 131, paragraph
24.
In applying SFAS 131, you then aggregated your operating segments
into those that are performing above and below the average
operating
margin.

You have acknowledged that each facility`s operating income and
related margin vary significantly across the portfolio.
Accordingly,
the method of presentation that has been selected results in the
aggregation of operating segments with widely disparate operating
margins, meaning that they are unlikely to demonstrate similar
long-
term financial performance as they do not have similar economic
characteristics.

The objective of SFAS 131 is set forth in paragraph 3, which
states:
"The objective of requiring disclosures about segments of an
enterprise and related information is to provide information about
the different types of business activities in which an enterprise
engages and the different economic environments in which it
operates
to help users of financial statements:
a. Better understand the enterprise`s performance
b. Better assess its prospects for future net cash flows
c. Make more informed judgments about the enterprise as a whole."

In the background information and basis for conclusion, paragraph
44
states:
	"Analysts need to know and understand how the various
components...behave economically.  One weak member of the
group...has
the potential to spread rot over the entirety."

Paragraph 60 says:
	"...an ability to see an enterprise "through the eyes of
management" enhances a user`s ability to predict actions or
reactions
of management that can significantly affect the enterprise`s
prospects".

You have indicated that the CODM reviews the results of each of
the
facilities in assessing performance and determining resource
allocation.  While we concur that there is a practical limit at
which
point segment information becomes overly detailed, and presenting
each facility as a separate reportable segment is clearly not what
was contemplated by SFAS 131, it appears that there are ways to
provide aggregated information that would result in sufficiently
detailed information that is meaningful being provided to a user
of
the financial statements.  One example of this would be to group
facilities into broader "buckets" based upon their operating
margins.
The use of an average margin in determining the segments to be
presented means that information with respect to the vast
disparity
in margins is not clearly set forth in your segmental analysis.
By
averaging the gross margin, facilities that are performing well
cover
the performance of facilities that may be operating below, at or
close to break-even thresholds.  Accordingly, we do not believe
that
your segmental presentation complies with the overall objectives
of
SFAS 131.  We encourage you to carefully review the precepts of
SFAS
131, as well as the diagram contained in paragraph 127 of that
standard, in determining the appropriate reportable segments.

General

11. Please submit the supplemental information and exhibits
included
in your letters dated October 20, October 24, October 25, October
27
and October 28, 2005 as correspondence on EDGAR.

*	*	*	*

      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 Al 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,
								/s/ Terry French
								for Larry Spirgel
								Assistant Director

cc:	via facsimile (917-777-3050)
      Joseph A. Coco, Esq.
	Skadden, Arps, Slate, Meagher & Flom LLP

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Deborah C. Paskin, Esq.
Brookdale Senior Living Inc.
November 21, 2005
Page 1 of 7

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

         DIVISION OF
CORPORATION FINANCE

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