SecProbe.io

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                                                                October 28, 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-l (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 27, 2005, we respectfully submit the below information with
respect to the subjects of our call.

SEGMENT REPORTING

          The Company has continued to review the provisions of SFAS No. 131
specifically with the intent to present the most useful presentation to the
readers of the financial statements. Consistent with our conversations with the
Staff, the Company respectfully submits that, as indicated in our letter to the
Staff on October 27, 2005, it operates in five reportable segments. In response
to our most recent call with the Staff, the Company has:

          1. reaffirmed with the two distinct chief operating decision makers
     (CODMS), as of the completion of the conveyance transactions consummated on
     September 30, 2005 and as described in the Company's Registration Statement
     (the "Conveyance Transactions"), that the appropriate methodology to
     analyze the Company's 380 operating segments is to analyze the operating
     margin of each

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     facility as either above or below the average operating margin of Brookdale
     Living and Alterra respectively; and

          2. revised and attached as Annex A hereto, its revised proposed
     footnote disclosure to (a) define the calculation of segment operating
     margin, (b) define segment operating income, and (c) to include the average
     operating margin for each of Brookdale Living and Alterra for each period
     presented. The Company will include this revised footnote disclosure in the
     next filing of the Registration Statement.

          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 gross margin, which is the lowest
common economic characteristic and because that is how the CODMS allocate
resources. As requested by the Staff, the Company has prepared and attached
hereto as Annex B an analysis of each of the Company's 380 operating segments
and their operating margins including a presentation of the ranges of operating
margins for Brookdale Living and Alterra. However, the CODMS have confirmed that
further stratification by operating margin is not an additional basis on which
they allocate resources because that information is not gathered and not
utilized to further assist them in making such decisions. The CODMS have
indicated that the average margin is the primary, most significant and most
useful indicator of the necessary allocation of resources to each individual
facility because it is the best indicator of a facilities operating performance
and resource requirements. Further the Company believes that it is useful to
readers of the financial statements because a majority of our facilities are at
or about the average margin rate presented. This highlights to the readers of
the Company's financial statements the strength of its portfolio, the absence of
a large number of below average performers and provides a meaningful comparison
to its competitors' margins.

NO CHANGE IN ECONOMIC INTERESTS

     Pre- and Post-Conveyance Interests

          As requested by the Staff, attached as Annex C hereto is a chart
setting forth the ownership interests in the four entities conveyed to the
Company in the Conveyance Transactions on a pre- and post-conveyance basis. This
chart indicates that no change occurred in the economic interests of the
entities controlled by Fortress Investment Group LLC ("FIG") following such
transactions. The chart also indicates that the number of shares of the Company
and percentages of ownership that each equity holder of such entity (including
those FIG controlled entities) received in the Conveyance Transactions based on
the fair value of the entities when they were simultaneously conveyed to the
Company on September 30, 2005. The fair value of these entities was determined
based on the report of an independent third party valuation expert.

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     Certain Relationships

          As requested in our conversation the following are the past and
current agreements among Fortress Brookdale Acquisition LLC ("FBA"), Health
Partners ("HP") and Mark Schulte ("MS") with respect to Brookdale Living
Communities, Inc. ("Brookdale Sub") and Brookdale Senior Living Inc. (the
"Company"). There are four principal documents which set forth such
relationships and each is set forth below. FIG has informed the Company that it
is not aware of any additional relationships between itself, HP and MS with
respect to either of Brookdale Sub or the Company.

     Limited Liability Company Agreement of FBA

          Prior to the consummation of the conveyance transactions described in
the Company's Registration Statement on September 30, 2005 (the "Conveyance
Transactions"), HP and MS were parties to the limited liability company
agreement of FBA (the "FBA LLC Agreement") with Fortress Registered Investment
Trust ("FRIT") and Fortress Brookdale Investment Fund LLC ("FBIF"). HP and MS
ceased to be parties to the FBA LLC Agreement upon consummation of the
Conveyance Transactions and no relationship now exists between FIG, HP and MS by
virtue of this agreement. Attached hereto as Annex D is a copy of the FBA LLC
Agreement.

          Upon the consummation of the Conveyance Transactions, each of HP and
MS exchanged their FBA membership interests for shares of the Company's stock
received by FBA in connection with the merger of Brookdale Sub into a subsidiary
of the Company. As discussed above, the number of shares of Company stock
received by each of HP and MS was based on their respective percentage
membership interests in FBA. After such exchange FRIT and FBIF became the sole
members of FBA and neither of HP or MS have any interest in FBA or any rights
pursuant to the FBA LLC Agreement.

     Governance Agreement

          As described under the subheading "Governance Agreement" in the
caption entitled "Certain Relationships and Related Transactions" in the
Registration Statement, the Company, FBA, HP and Fortress Investment Trust II
entered into a governance agreement upon the consummation of the Conveyance
Agreement. A form of such agreement has been filed as Exhibit 4.3 to the
Registration Statement.

     Exchange and Stockholder Agreement

          As described under the subheading "Exchange and Stockholder Agreement
with Mark Schulte" in the caption entitled "Certain Relationships and Related
Transactions" in the Registration Statement, the Company, FBA and MS entered
into an exchange and stockholders agreement at the consummation of the

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Conveyance Transactions. Such agreement has been filed as Exhibit 10.86 to the
Registration Statement.

     Stockholders Agreement

          As described under the subheading "Stockholders Agreement" in the
caption entitled "Certain Relationships and Related Transactions" in the
Registration Statement, the Company, FBA, Fortress Investment Trust II, FIT-ALT
Investor LLC and HP will enter into a stockholders agreement upon the
consummation of the Company's offering of securities. A form of such agreement
has been filed as Exhibit 4.2 to the Registration Statement.

                                     ******

          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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                                                                         ANNEX A

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14. SEGMENT INFORMATION

As of the date of the financials, for purposes of segment disclosure, we had two
chief operating decision makers (CODMS) for the combined companies: Brookdale
Living (including BLC, Fortress CCRC and Prudential Portfolio) and Alterra.
Although the products and services we offer are similar in nature the operating
margins for each facility in Brookdale Living and Alterra vary significantly.
Accordingly we have aggregated each facility within Brookdale Living and Alterra
into reporting segments based upon whether they are above or below the average
facility operating margins because this is how the CODMS allocate resources. The
CODMS have indicated that the average margin is the primary, most significant
and most useful indicator of the necessary allocation of resources to each
individual facility because it is the best indicator of a facilities operating
performance and resource requirements. We define our average operating margin
for each company as segment operating income divided by segment revenue. Segment
operating income is calculated as segment revenue less segment operating
expenses (excluding depreciation and amortization). Also, we have included
management services as a separate segment since the economic characteristics is
different than our facilities.

The accounting policies of our reporting 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.

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<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 (3):
   Brookdale Living
      Above Average Margin        $   44,753   $   40,255   $   83,872   $   72,691   $  149,871   $  100,342   $ 83,800
      Below Average Margin            43,861       26,772       75,666       51,821      113,738       84,092     73,094
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Total Brookdale Living       88,614       67,027      159,538      124,512      263,609      184,434    156,894
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------

   Alterra
      Above Average Margin            60,917       59,369      120,438      117,103      238,344       20,046         --
      Below Average Margin            42,919       36,242       86,486       75,606      155,374       12,736         --
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Total Alterra               103,836       95,611      206,924      192,709      393,718       32,782         --
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
   Management Services                   945          582        1,816        1,632        3,545        5,368      4,622
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
                                  $  193,395   $  163,220   $  368,278   $  318,853   $  660,872   $  222,584   $161,516
                                  ==========   ==========   ==========   ==========   ==========   ==========   ========

SEGMENT OPERATING INCOME (1):
   Brookdale Living
      Above Average Margin            22,621       19,381       41,817       34,428       72,199       49,397     42,412
      Below Average Margin            10,916        7,405       20,566       14,191       32,766       24,608     21,502
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Total Brookdale Living       33,537       26,786       62,383       48,619      104,965       74,005     63,914
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Average Margin                 37.8%        40.0%        39.1%        39.0%        39.8%        40.1%      40.7%

   Alterra
      Above Average Margin            26,734       26,136       51,933       50,304      102,200        8,188         --
      Below Average Margin             9,696        7,816       19,336       16,588       34,993        2,204         --
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Total Alterra                36,430       33,952       71,269       66,892      137,193       10,392         --
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
         Average Margin                 35.1%        35.5%        34.4%        34.7%        34.8%        31.7%       n/a

   Management Services                   662          407        1.271        1,142        2,482        3,758      3,235
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
                                  $   70,629   $   61,145   $  134,923   $  116,653   $  244,640   $   88,155   $ 67,149
                                  ==========   ==========   ==========   ==========   ==========   ==========   ========

GENERAL AND ADMINISTRATIVE (2)        10,697        9,962       21,978       19,995       42,577       14,387     11,153
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)        $    2,633   $   16,136   $    3,548   $   29,189   $   49,759   $   20,544   $ 11,285
                                  ==========   ==========   ==========   ==========   ==========   ==========   ========

TOTAL ASSETS:
   BLC                            $  932,886   $1,105,438   $  932,886   $1,105,438   $  467,320   $1,147,469   $730,298
   Alterra                           301,253      470,849      301,253      470,849      279,305      509,113
   Management Services                    --                        --                        --
                                  ----------   ----------   ----------   ----------   ----------   ----------   --------
                                  $1,234,139   $1,576,287   $1,234,139   $1,576,287   $  746,625   $1,656,582   $730,298
                                  ==========   ==========   ==========   ==========   ==========   ==========   ========
</TABLE>

(1)  SEGMENT OPERATING INCOME DEFINED AS SEGMENT REVENUES LESS SEGMENT OPERATING
     EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION).

(2)  NET OF