<PAGE>
 


    As filed with the Securities and Exchange Commission on April 30, 1998

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                              --------------------

                       BROOKDALE LIVING COMMUNITIES, INC.
               (Exact name of issuer as specified in its charter)


           Delaware                                              36-4103821
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

        77 West Wacker Drive
          Chicago, Illinois                                        60601
(Address of Principal Executive Offices)                         (Zip Code)

                              --------------------

                       BROOKDALE LIVING COMMUNITIES, INC.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              --------------------

                                                               Copy to:
  
     ROBERT J. RUDNIK, ESQ.                              BRIAN T. BLACK, ESQ.
 General Counsel and Secretary                             Winston & Strawn
      77 West Wacker Drive                               35 West Wacker Drive
     Chicago, Illinois 60601                           Chicago, Illinois 60601
         (312) 977-3700                                     (312) 558-5600

  (Name, address, telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                            Calculation of Registration Fee
--------------------------------------------------------------------------------------------
                             Amount     Proposed maximum    Proposed maximum      Amount of
Title of securities           to be      offering price        aggregate        registration
to be registered           registered     per share(1)      offering price(1)        fee
--------------------------------------------------------------------------------------------
<S>                        <C>          <C>                 <C>                 <C>
Common Stock, par value
$0.01 per share              830,000        $26.625            $22,098,750         $6,520
--------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on the
     basis of the average of the high and low prices of the Common Stock, par
     value $0.01 per share, of Brookdale Living Communities, Inc. on the Nasdaq
     National Market as of April 29, 1998.
<PAGE>
 
         PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Brookdale Living Communities, Inc. shall deliver the document
containing the information in Part I of this Registration Statement on Form S-8
to each participant in the Brookdale Living Communities, Inc. Stock Incentive
Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such document is not being filed with or included in
this Registration Statement (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").  Such document and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents filed with the Commission by Brookdale Living
Communities, Inc., a Delaware corporation (the "Company" or the "Registrant"),
are incorporated, as of their respective dates, into this Registration Statement
by reference:

          (a) The Company's Annual Report on Form 10-K (File No. 0-22253) for
              the fiscal year ended December 31, 1997, as filed with the
              Commission on March 31, 1998 under the Securities Exchange Act of
              1934, as amended (the "Exchange Act");

          (b) The Company's Current Reports on Form 8-K (File No. 0-22253) dated
              December 17, 1997, March 6, 1998 and March 31, 1998, as filed with
              the Commission on February 18, 1998, April 14, 1998 and April 15,
              1998, respectively; and

          (c) The description of the Company's Common Stock, par value $0.01 per
              share, contained in Amendment No. 1 to the Company's Registration
              Statement on Form 8-A, as filed with the Commission on April 17,
              1997 under the Exchange Act.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.

          Not applicable.
<PAGE>
 
Item 5. Interests of Named Experts and Counsel.

          Wayne D. Boberg, a director of the Company, is a partner of the law
firm of Winston & Strawn, which has provided, and continues to provide, legal
services to the Company.  As of the date of this Registration Statement, Mr.
Boberg beneficially owns 2,500 shares of Common Stock and has options to acquire
an additional 5,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

          Under Section 145 of the General Corporation Law of the State of
Delaware ("Section 145"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorneys' fees), as well as
judgments, fines and settlements in non-derivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity.  Section 145 provides, however, that such person must have acted
in good faith and in a manner he or she reasonably believed to be in (or not
opposed to) the best interests of the corporation, and, in the case of a
criminal action, such person must have had no reasonable cause to believe his or
her conduct was unlawful.  In addition, Section 145 does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and only
to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for expenses the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully defended.

          The Company's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same extent
authorized by Section 145.  Under the By-laws, the Company shall advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that he
or she is not entitled to indemnification.
 
          The Company has also entered into indemnification agreements with each
of the Company's directors and certain of its officers.  The indemnification
agreements require, among other things, that the Company indemnify such
directors and officers to the fullest extent permitted by law and advance to
such directors and officers all related expenses, subject to reimbursement if it
is subsequently determined that indemnification is not permitted.  The Company
also must indemnify and advance all expenses incurred by such directors and
officers seeking to enforce their rights under the indemnification agreements
and cover such directors and officers under the Company's directors' and
officers' liability insurance.

          The Company's Restated Certificate of Incorporation provides that the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors, except (a) for any breach of the directors' duty of loyalty
to the Company or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the General Corporation Law of the State of Delaware
or (d) for transactions from which directors derive improper personal benefit.

Item 7. Exemption from Registration Claimed.

          Not applicable.

                                      -2-
<PAGE>
 
Item 8. Exhibits.

          4.1   Brookdale Living Communities, Inc. Stock Incentive Plan

          4.2   Form of Stock Option Agreement (Non-Qualified Option)

          4.3   Form of Stock Option Agreement (Incentive Stock Option)

          4.4   Form of Stock Option Agreement (Director Option)

          5.1   Opinion of Winston & Strawn as to the legality of the securities
                being registered
          
          23.1  Consent of Ernst & Young LLP

          23.2  Consent of Winston & Strawn (included as part of Exhibit 5.1)

          24.1  Powers of Attorney (included on the signature page hereof)

Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement; and

                    (ii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any 

                                      -3-
<PAGE>
 
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 30th day of April,
1998.

                                    BROOKDALE LIVING COMMUNITIES, INC.


                                           /s/  Mark J. Schulte
                                    -------------------------------------
                                                Mark J. Schulte
                                    President and Chief Executive Officer

                             ---------------------

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark J. Schulte and Robert J. Rudnik, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 30, 1998 by the following
persons in the capacities indicated.

<TABLE> 
<CAPTION> 
           Signature                           Title
           ---------                           -----
<S>                                    <C> 
    /s/ Michael W. Reschke             Chairman of the Board, Director
----------------------------------                                       
        Michael W. Reschke

    /s/ Mark J. Schulte                President and Chief Executive Officer
----------------------------------     (principal executive officer), Director
        Mark J. Schulte                     

    /s/ Craig G. Walczyk               Vice President--Chief Financial
----------------------------------     Officer (principal financial officer)
        Craig G. Walczyk        

    /s/ Sheryl A. Wolf                 Controller (principal accounting officer)
----------------------------------                                            
        Sheryl A. Wolf

    /s/ Darryl W. Copeland, Jr         Executive Vice President, Director
----------------------------------                                            
        Darryl W. Copeland, Jr.

    /s/ Wayne D. Boberg                Director
----------------------------------                        
        Wayne D. Boberg

    /s/ Bruce L. Gewertz               Director
----------------------------------                       
        Bruce L. Gewertz

    /s/ Darryl W. Hartley-Leonard      Director
----------------------------------                      
        Darryl W. Hartley-Leonard

    /s/ Daniel J. Hennessy             Director
----------------------------------                          
        Daniel J. Hennessy
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18264}]
{"company-data": {"conformed-name": "BROOKDALE LIVING COMMUNITIES INC", "cik": "0001023010", "assigned-sic": "8300", "irs-number": "364103821", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51493", "film-number": "98607363"}, "business-address": {"street1": "77 W WACKER DR", "street2": "STE 4400", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3129773700"}}
As filed with the Securities and Exchange Commission on April 30, 1998

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                              --------------------

                       BROOKDALE LIVING COMMUNITIES, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                              36-4103821
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

        77 West Wacker Drive
          Chicago, Illinois                                        60601
(Address of Principal Executive Offices)                         (Zip Code)

                              --------------------

                       BROOKDALE LIVING COMMUNITIES, INC.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

                              --------------------

                                                               Copy to:
  
     ROBERT J. RUDNIK, ESQ.                              BRIAN T. BLACK, ESQ.
 General Counsel and Secretary                             Winston & Strawn
      77 West Wacker Drive                               35 West Wacker Drive
     Chicago, Illinois 60601                           Chicago, Illinois 60601
         (312) 977-3700                                     (312) 558-5600

  (Name, address, telephone number, including area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------
                             Amount     Proposed maximum    Proposed maximum      Amount of
Title of securities           to be      offering price        aggregate        registration
to be registered           registered     per share(1)      offering price(1)        fee
--------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share              830,000        $26.625            $22,098,750         $6,520
--------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on the
     basis of the average of the high and low prices of the Common Stock, par
     value $0.01 per share, of Brookdale Living Communities, Inc. on the Nasdaq
     National Market as of April 29, 1998.
PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Brookdale Living Communities, Inc. shall deliver the document
containing the information in Part I of this Registration Statement on Form S-8
to each participant in the Brookdale Living Communities, Inc. Stock Incentive
Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such document is not being filed with or included in
this Registration Statement (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").  Such document and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents filed with the Commission by Brookdale Living
Communities, Inc., a Delaware corporation (the "Company" or the "Registrant"),
are incorporated, as of their respective dates, into this Registration Statement
by reference:

          (a) The Company's Annual Report on Form 10-K (File No. 0-22253) for
              the fiscal year ended December 31, 1997, as filed with the
              Commission on March 31, 1998 under the Securities Exchange Act of
              1934, as amended (the "Exchange Act");

          (b) The Company's Current Reports on Form 8-K (File No. 0-22253) dated
              December 17, 1997, March 6, 1998 and March 31, 1998, as filed with
              the Commission on February 18, 1998, April 14, 1998 and April 15,
              1998, respectively; and

          (c) The description of the Company's Common Stock, par value $0.01 per
              share, contained in Amendment No. 1 to the Company's Registration
              Statement on Form 8-A, as filed with the Commission on April 17,
              1997 under the Exchange Act.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. Description of Securities.

          Not applicable.
Item 5. Interests of Named Experts and Counsel.

          Wayne D. Boberg, a director of the Company, is a partner of the law
firm of Winston & Strawn, which has provided, and continues to provide, legal
services to the Company.  As of the date of this Registration Statement, Mr.
Boberg beneficially owns 2,500 shares of Common Stock and has options to acquire
an additional 5,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

          Under Section 145 of the General Corporation Law of the State of
Delaware ("Section 145"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorneys' fees), as well as
judgments, fines and settlements in non-derivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity.  Section 145 provides, however, that such person must have acted
in good faith and in a manner he or she reasonably believed to be in (or not
opposed to) the best interests of the corporation, and, in the case of a
criminal action, such person must have had no reasonable cause to believe his or
her conduct was unlawful.  In addition, Section 145 does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and only
to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for expenses the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully defended.

          The Company's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same extent
authorized by Section 145.  Under the By-laws, the Company shall advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that he
or she is not entitled to indemnification.
 
          The Company has also entered into indemnification agreements with each
of the Company's directors and certain of its officers.  The indemnification
agreements require, among other things, that the Company indemnify such
directors and officers to the fullest extent permitted by law and advance to
such directors and officers all related expenses, subject to reimbursement if it
is subsequently determined that indemnification is not permitted.  The Company
also must indemnify and advance all expenses incurred by such directors and
officers seeking to enforce their rights under the indemnification agreements
and cover such directors and officers under the Company's directors' and
officers' liability insurance.

          The Company's Restated Certificate of Incorporation provides that the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors, except (a) for any breach of the directors' duty of loyalty
to the Company or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the General Corporation Law of the State of Delaware
or (d) for transactions from which directors derive improper personal benefit.

Item 7. Exemption from Registration Claimed.

          Not applicable.

                                      -2-
Item 8. Exhibits.

          4.1   Brookdale Living Communities, Inc. Stock Incentive Plan

          4.2   Form of Stock Option Agreement (Non-Qualified Option)

          4.3   Form of Stock Option Agreement (Incentive Stock Option)

          4.4   Form of Stock Option Agreement (Director Option)

          5.1   Opinion of Winston & Strawn as to the legality of the securities
                being registered
          
          23.1  Consent of Ernst & Young LLP

          23.2  Consent of Winston & Strawn (included as part of Exhibit 5.1)

          24.1  Powers of Attorney (included on the signature page hereof)

Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement; and

                    (ii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any 

                                      -3-
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 30th day of April,
1998.

                                    BROOKDALE LIVING COMMUNITIES, INC.

                                           /s/  Mark J. Schulte
                                    -------------------------------------
                                                Mark J. Schulte
                                    President and Chief Executive Officer

                             ---------------------

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark J. Schulte and Robert J. Rudnik, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 30, 1998 by the following
persons in the capacities indicated.
Signature                           Title
           ---------                           -----
/s/ Michael W. Reschke             Chairman of the Board, Director
----------------------------------                                       
        Michael W. Reschke

    /s/ Mark J. Schulte                President and Chief Executive Officer
----------------------------------     (principal executive officer), Director
        Mark J. Schulte                     

    /s/ Craig G. Walczyk               Vice President--Chief Financial
----------------------------------     Officer (principal financial officer)
        Craig G. Walczyk        

    /s/ Sheryl A. Wolf                 Controller (principal accounting officer)
----------------------------------                                            
        Sheryl A. Wolf

    /s/ Darryl W. Copeland, Jr         Executive Vice President, Director
----------------------------------                                            
        Darryl W. Copeland, Jr.

    /s/ Wayne D. Boberg                Director
----------------------------------                        
        Wayne D. Boberg

    /s/ Bruce L. Gewertz               Director
----------------------------------                       
        Bruce L. Gewertz

    /s/ Darryl W. Hartley-Leonard      Director
----------------------------------                      
        Darryl W. Hartley-Leonard

    /s/ Daniel J. Hennessy             Director
----------------------------------                          
        Daniel J. Hennessy