SecProbe.io

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                                                              October 27, 2005

BY FACSIMILE AND 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.
                 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"), in response to our discussion with the Staff during our conference
call on October 26, 2005, we respectfully submit the below information with
respect to the topics of common control and segment reporting.

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"). As discussed
in greater detail in our letter to the Staff dated October 20, 2005 (the "Prior
Letter"), FIG maintains such control through (i) contractual control
relationships, (ii) investment advisory relationships and (iii) financial
interests in Fund I and Fund II. These relationships demonstrate that FIG
exercises voting, financial and investment control over each of Fund I and Fund
II and that no other party possesses such control. Pursuant to your request, we
have set forth below additional information regarding such relationships and the
equity ownership of Fund I, Fund II and the other related entities under the
common control of FIG. Reference is made to the organizational chart submitted
with the letter to the Staff dated October 24, 2005.

<PAGE>
Fund I and Related Controlled Entities

         Fund I

         Fund I is a wholly-owned subsidiary of Fortress Investment Fund LLC
("FIF"). Fund I has an investment advisory agreement with FIG Advisors LLC ("FIG
Advisors"), a wholly-owned subsidiary of FIG, pursuant to which FIG Advisors
acts as the advisor to Fund I with respect to the investment of Fund I's assets.

         FIF

         FIF has one class of membership interests. Membership interests
representing an approximately 89% percentage interest in FIF are owned by third
parties unaffiliated with FIG. Membership interests representing the remaining
11% are owned by affiliates of FIG. No third party member of FIF owns a
membership interest representing a greater than 23% interest in FIF.

         The membership interests of FIF do not convey to their respective
holders any right to participate in the management or control of FIF's business.
Rather, as discussed in greater detail in the Prior Letter, the limited
liability company agreement of FIF grants to Fortress Fund MM LLC ("Fund MM"),
as the managing member of FIF, the full, exclusive and absolute right, power and
authority to manage and control FIF and its property, assets, affairs and
business. Fund MM, in turn, has delegated the management and operation of FIF to
FIG pursuant to FIF's limited liability company agreement.

         Fund MM

         Fund MM has two classes of membership interests: Class A and Class B.
The Class A membership interests have limited approval rights (requiring
approval of a majority of the Class A members) with respect to the following
matters: (i) whether distributions-in-kind may be made by Fund MM, (ii)
transfers or pledges by members of their membership interests in Fund MM and
(iii) whether Fund MM may elect to be taxed as a corporation rather than a
partnership. The Class A membership interests also have rights with respect to
certain distributions. The Class B membership interests do not have any approval
rights and have only economic rights. As discussed in the Prior Letter, control
of Fund MM is exercised not through the ownership of its membership interests
but rather by FIG in its role as the managing member of Fund MM and by Fund MM's
officers who are appointed solely by FIG and hold office at FIG's discretion.
The limited liability company agreement of Fund MM states that Fund MM's
business and affairs shall "be managed solely and exclusively by [Fund MM's
officers] under the supervision of [FIG]."

         An affiliate of FIG that is managed by FIG pursuant to a management and
advisory agreement owns 99% of the Class A membership interests of Fund MM.
<PAGE>
FIG owns the remaining 1% Class A membership interests directly. The Class B
membership interests are owned by five affiliates of FIG.

Fund II and Related Controlled Entities

         Fund II

         Fund II is a wholly-owned subsidiary of Fortress Investment Fund II LLC
("FIF II"). Fund II has an investment advisory agreement with FIG Advisors
pursuant to which FIG Advisors acts as the advisor to Fund II with respect to
the investment of Fund II's assets.

         FIF II

         FIF II has one class of membership interest. Membership interests
representing an approximately 98% percentage interest in FIF II are owned by
third parties unaffiliated with FIG. Membership interests representing the
remaining 2% are owned by affiliates of FIG. No third party member of FIF II
owns a membership interest representing a greater than 12% interest in FIF.

         The membership interests of FIF II do not convey to their respective
holders any right to participate in the management or control of the FIF II's
business. Rather, as discussed in greater detail in the Prior Letter, the
limited liability company agreement of FIF II grants to Fortress Fund MM II LLC
("Fund MMII"), as the managing member of FIF, the full, exclusive and absolute
right, power and authority to manage and control FIF and its property, assets,
affairs and business. Fund MMII, in turn, has delegated the management and
operation of FIF II to FIG pursuant to FIF II's limited liability company
agreement.

         Fund MMII

         Fund MMII has two classes of membership interests: Class A and Class B.
The Class A membership interests have certain approval rights and distribution
rights. The Class B membership interests do not have any approval rights and
have only economic rights. As discussed in the Prior Letter, control of Fund
MMII is exercised not through the ownership of its membership interests but
rather by FIG in its role as the managing member of Fund MMII and by Fund MMII's
officers who are appointed solely by FIG and hold office at FIG's discretion.
The limited liability company agreement of Fund MMII states that Fund MMII's
business and affairs shall "be managed solely and exclusively by [Fund MMII's
officers] under the supervision of [FIG]."

         FIG owns 100% of the Class A membership interests of Fund MMII. The
Class B membership interests are owned by six affiliates of FIG.
<PAGE>
Segment Reporting
-----------------

         The Company has continued to review the provisions of SFAS No. 131,
specifically paragraph 17. Consistent with our conversations with the Staff,
prior to September 30, 2005 (the date of the formation transactions described in
the Registration Statement on Form S-1), each of the combined entities,
Brookdale Living (including BLC , Fortress CCRC and Prudential Properties) and
Alterra Healthcare, had distinct chief operating decision makers ("CODMS"). The
Company has also reviewed again the discrete financial information for all of
the 380 facilities that is provided to each CODM and has concluded that each
facility's 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 operating income and related
margin vary significantly across the portfolio.

         As we discussed, SFAS No. 131, paragraph 17, permits aggregation of
operating segments based on similar economic characteristics. Therefore the
Company has aggregated its segments based upon the lowest common economic
characteristic: gross margin. Accordingly, operating segments are aggregated
into four reportable segments based on comparable operating margins either above
or below an average performance level within each of Brookdale Living and
Alterra. The CODMS allocate resources in large part based on margin and it was
the CODMS' conclusion that to analyze the portfolio above or below the average
operating margin was the appropriate methodology.

         The Company has also presented a fifth reportable segment for
management services because the economic characteristics of these services are
different from our facilities aggregated above.

         Attached as Annex A is revised segment disclosure which the Company
will include in its next filing. The Company believes this presentation is
useful to readers of the financial statements.

                                     ******

         The Company hopes to be in a position to commence the marketing of its
securities this Friday, October 28. To this end, the Company would like to set
up a conference call for this afternoon as soon as the Staff is available. Prior
to the commencing of the marketing of the securities, the Company intends to
file Amendment No. 3 to the Registration Statement with the Commission.

         Thank you for your consideration and please contact the undersigned at
(212) 735-3050 should you require further information or have any questions.

                                            Very truly yours,

                                            /s/ Joseph A. Coco
                                            ------------------------------------
                                            Joseph A. Coco, Esq.
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