SecProbe.io

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                                               October 20, 2005

BY HAND

Ms. Sandra Stokes
Mr. Terry French
Mr. Alonso Rodriguez
Albert Pappas, Esq.
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

      RE:         Brookdale Senior Living Inc.
                  Amendment No. 2 to Registration Statement on Form S-1
                  (File No. 333-127372)

Ladies and Gentlemen:

      On behalf of Brookdale Senior Living Inc., a Delaware corporation (the
"Company"), set forth below in this letter are the Company's revised responses
as requested on a conference call on October 19, 2005 with Ms. Sandra Stokes,
Mr. Terry French and Mr. Alonso Rodriguez, and representatives of the Company,
Ernst & Young LLP and Skadden, Arps, Slate, Meagher & Flom LLP. Reference is
hereby made to the above-referenced Registration Statement on Form S-1 filed
with the Commission on September 21, 2005. Capitalized terms used and not
defined have the meanings given in the Registration Statement.

SEGMENT REPORTING

In response to our conversation, the Company has reviewed the discrete financial
information for each of the 380 facilities that is provided to chief operating
decision makers under the provisions of FAS 131, paragraph 17, for aggregating
reporting segments. The Company has concluded that its economic characteristics,
based on the nature of its products and services, the nature of its production
process, the type and class of customer for its products and services, and the
methods used to distribute its products and services, are similar. However, each
facility's net operating income and related margin vary significantly across the
portfolio. Based upon this analysis, the Company has concluded that it cannot
apply the provisions of FAS 131, paragraph 17, or meet the quantitative
thresholds of FAS 131, paragraphs 18 and 19, to get to ten operating segments or
less as outlined in FAS 131, paragraph 24. Accordingly, the Company has reviewed
its reporting segments and determined that the most meaningful segment
information for the readers of its financial statements
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would be a segregation of the facilities along the product lines discussed in
the filing. The Company has defined the most meaningful product lines to be (i)
retirement centers, including independent living facilities and CCRCs that
provide a wide range of services to its residents, (ii) free standing assisted
living facilities that do not provide as wide a range of services and (iii)
third party management services.

The Company will provide segment information in its next filing.

SAMPLE SEGMENT DISCLOSURE:

We have significant operations principally in three business segments:
retirement centers, free standing assisted living, and management services. Our
retirement centers are composed of 73 facilities of which 66 include a
combination of independent living and assisted living units and 7 CCRCs, which
provide a full continuum of care (independent living, assisted living and
skilled nursing). We currently operate 290 free standing assisted living
facilities that are generally comprised of smaller facilities not located in a
retirement center setting which may also provide specialized care such as
Alzheimer's and memory care services. We currently provide management service to
17 facilities which are owned by unaffiliated third parties.

The accounting policies of our segments are the same as those described in the
summary of significant accounting policies. The following table sets forth
certain segment financial and operating data.

<Table>
<Caption>
                                         THREE MONTHS ENDED          SIX MONTHS ENDED
                                              JUNE 30,                   JUNE 30,                  YEAR ENDED DECEMBER 31,
                                              --------                   --------                  -----------------------
                                         2005         2004          2005          2004          2004          2003          2002
                                         ----         ----          ----          ----          ----          ----          ----
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>           <C>
Revenue:
   Retirement Centers                $   92,550    $   70,887    $  167,452    $  132,266    $  279,233    $  185,684    $  156,894
   Free Standing Assisted Living         99,800        91,751       199,010       184,955       378,094        31,532            --
   Management Services                      945           582         1,816         1,632         3,545         5,368         4,622
                                     ----------    ----------    ----------    ----------    ----------    ----------    ----------
                                     $  193,295    $  163,220    $  368,278    $  318,853    $  660,872    $  222,584    $  161,516
                                     ==========    ==========    ==========    ==========    ==========    ==========    ==========

Segment Net Operating Income (1):
   Retirement Centers                    35,104        28,373        65,547        51,722       111,332        74,486        63,914
   Free Standing Assisted Living         34,763        32,365        68,106        63,789       130,826         9,611            --
   Management Services                      945           582         1,816         1,632         3,545         5,368         4,622
                                     ----------    ----------    ----------    ----------    ----------    ----------    ----------
                                     $   70,812    $   61,320    $  135,469    $  117,143    $  245,703    $   89,465    $   68,536
                                     ==========    ==========    ==========    ==========    ==========    ==========    ==========

General and administrative               10,980        10,137        22,523        20,485        43,640        15,997        12,540
Facility lease expense                   47,091        20,665        93,593        38,490        99,997        30,744        31,003
Depreciation and amortization            10,208        14,382        15,804        28,979        52,307        22,480        13,708
                                     ----------    ----------    ----------    ----------    ----------    ----------    ----------
   Operating income (loss)           $    2,533    $   16,136    $    3,549    $   29,189    $   49,759    $   20,244    $   11,285
                                     ==========    ==========    ==========    ==========    ==========    ==========    ==========

Total Assets:
   Retirement Centers                $  932,886
   Free Standing Assisted Living        301,253                                                     [pending]
   Management Services
                                             --                                                      --            --
                                     ----------    ----------                                ----------    ----------
                                     $1,234,139    $       --                                $       --    $       --
                                     ==========    ==========                                ==========    ==========
</TABLE>

(1)   segment net operating income defined as segment revenues less segment
      operating expenses.

(2)   cost of management services are included in general and administrative.
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COMMON CONTROL

The Company respectfully believes that both Fortress Registered Investment Trust
("Fund I") and Fortress Investment Trust II ("Fund II") are under the common
control of Fortress Investment Group LLC ("FIG") through (a) contractual control
relationships with, (b) investment advisory control over, and (c) financial
interests in, Fund I and Fund II. Prior to the combination transaction, Fund I
owned 50.51% of Fortress Brookdale Acquisition LLC, which owned 90.1% of BLC,
and Fund II owned 73.49% of FEBC-ALT Investors LLC, the indirect parent of
Alterra, 100% of Fortress CCRC and 100% of FIT REN, the entities which the
Company seeks to combine.

FIG exercises voting, financial and investment control over, and has an economic
interest in, each of Fund I and Fund II primarily through six agreements (three
for each fund): (i) the LLC Agreement of each of Fortress Investment Fund LLC
("FIF") and Fortress Investment Fund II LLC ("FIF II"); (ii) the Investment
Management Agreement between FIG and each of Fortress Fund MM LLC ("Fund MM")
and Fortress Fund MM II LLC ("Fund MM II"); and (iii) the LLC Agreement of each
of Fund MM and Fund MM II. Furthermore, it is our understanding that the SEC has
consistently taken the position that two registered investment companies (such
as Fund I and Fund II) are considered to be under common control when they have
the same manager and investment advisor. The Company therefore believes that the
Investment Advisory Agreement between FIG Advisors LLC, a wholly-owned
subsidiary of FIG, and each of Fund I and Fund II, further supports the
conclusion that Fund I and Fund II are under the common control of FIG.

      (a)   CONTRACTUAL CONTROL RELATIONSHIPS

            Fund I and Fund II are wholly-owned subsidiaries of FIF and FIF II,
            respectively. Fund MM and Fund MM II are the managing members of FIF
            and FIF II, respectively. Section 6.1(a) of each of the FIF and FIF
            II LLC Agreements provide that its "MANAGING MEMBER SHALL HAVE THE
            FULL, EXCLUSIVE AND ABSOLUTE RIGHT, POWER AND AUTHORITY TO MANAGE
            AND CONTROL [FIF AND FIF II] AND THE PROPERTY, ASSETS, AFFAIRS AND
            BUSINESS THEREOF" and further that "THE MANAGEMENT, OPERATION AND
            CONTROL OF [FIF AND FIF II] AND ITS BUSINESS AND THE FORMULATION OF
            INVESTMENT POLICY SHALL BE VESTED EXCLUSIVELY IN THE MANAGING
            MEMBER." Please see Annex A.

            Section 6.1(f) provides further voting and investment control in
            that "ANY AND ALL RIGHTS, INCLUDING VOTING RIGHTS, PERTAINING TO ANY
            PORTFOLIO INVESTMENTS SHALL BE VESTED EXCLUSIVELY IN [FIF AND FIF
            II] AND MAY BE EXERCISED ONLY BY THE MANAGING MEMBER." Please see
            Annex B.

            Fund MM and Fund MM II's control is irrevocably delegated to FIG
            pursuant to Section 6.1(c), which provides that, together with the
            Investment Management Agreement, Fund MM and Fund MM II "DELEGATE
            THE
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            MANAGEMENT AND OPERATION OF [FIF AND FIF II] TO [FIG] TO THE FULLEST
            EXTENT PERMITTED BY LAW." Please see Annex C.

            FIG further exercises control over Fund MM and Fund MM II in its
            capacity as the managing member of each of those entities. Section
            5.3(a) of the Fund MM and Fund MM II LLC Agreements provide that
            "THE BUSINESS AND AFFAIRS OF [FUND MM AND FUND MM II] SHALL BE
            MANAGED SOLELY AND EXCLUSIVELY BY THE OFFICERS UNDER THE SUPERVISION
            OF [FIG]." Please see Annex D.

            Rule 13d-3. Rule 13d-3 provides that a beneficial owner includes
            persons who, directly or indirectly, "has or shares: (1) voting
            power which includes the power to vote, or direct the voting of,
            such security; and/or (2) investment power which includes the power
            to dispose, or direct the disposition of, such security." The
            Company respectfully submits that FIG's control over the business,
            its voting rights with respect to portfolio investment decisions,
            and its exclusive right to formulate investment policy makes these
            entities a control group for 13D purposes.

            Rule 405. Rule 405 promulgated under the Securities Act of 1933, as
            amended, defines "control," including "under common control with,"
            as "the possession, direct or indirect, of the power to direct or
            cause the direction of the management and policies of a person,
            whether through the ownership of voting securities, by contract, or
            otherwise. The Company respectfully submits that the preceding
            analysis further supports that Fund I and Fund II are under the
            common control of FIG, as defined in Rule 405.

      (b)   INVESTMENT ADVISORY CONTROL

            The Company respectfully submits that Fund I and Fund II are further
            under the common control of FIG through the Investment Advisory
            Agreements between FIG Advisors LLC and each of Fund I and Fund II.
            As set forth in SEC Release No. 6646, two registered investment
            companies may be considered to be under common control where they
            "have the same manager and investment adviser...and...have officers
            and directors in common with each other and with the manager and
            investment adviser."

            Section 2 of each Investment Advisory Agreement sets forth that FIG
            Advisors LLC shall, among other things, "ACT AS INVESTMENT ADVISOR
            for and supervise and make recommendations with respect to the
            investment and reinvestment of [Fund I and Fund II's] assets in
            researching, making recommendations with respect to purchasing and
            selling securities and other assets for [Fund I and Fund II] AND IN
            VOTING, EXERCISING CONSENTS AND EXERCISING ALL OTHER RIGHTS
            APPERTAINING TO SUCH SECURITIES and other assets on behalf of [Fund
            I and Fund II]." See Annex E.
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      (c)   FINANCIAL INTEREST

            The Company also considered FIG's financial interest in the
            FIG-sponsored entities that hold the controlling financial interest
            of the entities included in the combined financial statements. FIG
            holds a stated financial interest of approximately 1%. However,
            Section 4.2(a) of the FIF and FIF II LLC Agreements provide that,
            after each member (including the managing member) receives their
            return of capital and priority return (if applicable), its managing
            member, Fund MM and Fund MM II, respectively, is entitled to
            distributions of profit. Section 8.1 of the Fund MM LLC Agreement
            further provides that FIG, in its capacity as Class B Member of Fund
            MM, is entitled to 47.4% of the profit distributions made to Fund MM
            and owns a 25% equity interest in the entity that is entitled to the
            remainder of the profit distributions. Section 8.1 of the Fund MM II
            LLC Agreement provides that FIG, in its capacity as the sole Class B
            Member of Fund MM II, is entitled to 100% of the profit
            distributions made to Fund MM II. Accordingly, the financial
            interest of FIG in the entities that hold the controlling financial
            interests of the entities is not considered insignificant.

            Analysis of Accounting Literature. In analyzing the accounting
            literature, the Company looked to FAS 141, Business Combinations,
            and noted that the Statement does not define common control, nor did
            its predecessor, APB Opinion No. 16.

            The Company looked to EITF Opinion No. 02-5: Definition of "Common
            Control" in Relation to FASB Statement No. 141, for further guidance
            and noted that while the Task Force did not reach a consensus, the
            SEC Observer stated that SEC registrants should continue to follow
            paragraph 3 in determining