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 administratvie.

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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 whether common control of separate entities
          exists. Paragraph 3 indicates that if an entity holds more than 50
          percent of the voting ownership interests of each entity, common
          control is established. In the Company's circumstance, FIG essentially
          has absolute control and, accordingly, the Company believes that the
          common control attribute is met.

          Finally, the Company considered EITF Opinion 04-5: Determining Whether
          a General Partner, or the General Partners as a Group, Controls a
          Limited Partnership or Similar Entity When the Limited Partners Have
          Certain Rights. Here, again, the requirement for consolidation focuses
          on control and n