<PAGE>

    As filed with the Securities and Exchange Commission on November 21, 2005
                                                   Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ________________________

                          BROOKDALE SENIOR LIVING INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                              20-3068069
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 ______________


                             Deborah C. Paskin, Esq.
             Executive Vice President, Secretary and General Counsel
                          Brookdale Senior Living Inc.
                       330 North Wabash, Suite 1400
                             Chicago, Illinois 60611
                    (Address of principal executive offices)

            BROOKDALE SENIOR LIVING INC. OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 ______________

                             Deborah C. Paskin, Esq.
             Executive Vice President, Secretary and General Counsel
                          Brookdale Senior Living Inc.
                          330 North Wabash, Suite 1400
                             Chicago, Illinois 60611
                                 (312) 977-3700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                                 ______________

                                    Copy to:

                              Joseph A. Coco, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                          New York, New York 10036-6522
                                 (212) 735-3000


                         CALCULATION OF REGISTRATION FEE
<CAPTION>
<TABLE>
==============================================================================================================================
<S>                                       <C>                <C>                           <C>                     <C>
                                                             Proposed maximum              Proposed maximum       Amount of
       Title of each class of             Amount to be        offering price                  aggregate         registration
     securities to be registered          registered(1)         per share                   offering price           fee(2)
------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share    2,000,000             $19.00                      $38,000,000           $4,473
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    registration statement also covers additional shares that may become
    issuable under the above-named plan by reason of certain corporate
    transactions or events, including any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    registrant's outstanding shares of common stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act.

<PAGE>





                                EXPLANATORY NOTE

          This registration statement registers shares of common stock, par
value $0.01 per share (the "Common Stock"), of Brookdale Senior Living Inc. (the
"Company") that may be issued and sold under the Brookdale Senior Living Inc.
Omnibus Stock Incentive Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in Part I of Form S-8 will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "SEC") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in 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 previously filed with the SEC are incorporated
by reference in this registration statement:

          (a) The Company's prospectus, dated November 21, 2005, filed pursuant
to Rule 424(b) under the Securities Act (the "Prospectus") and that contains
audited combined financial statements of the Brookdale Facility Group,
predecessor to Brookdale Senior Living Inc. for the fiscal year ended December
31, 2004;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Company's Prospectus; and

          (c) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated October 11, 2005, filed with the SEC by the Company
to register such securities under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.


<PAGE>



          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 to this registration statement 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 part hereof from the date of filing of such
documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this registration statement, modifies or supersedes such prior
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document that is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such prior
statement. Any 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.

          The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Deborah C. Paskin, Executive Vice President,
Secretary and General Counsel of the Company. As of November 21, 2005, Ms.
Paskin beneficially owned 189,479 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

          Section 102 of the Delaware General Corporation Law, as amended, or
the DGCL, allows a corporation to eliminate the personal liability of directors
to a corporation or its stockholders for monetary damages for a breach of a
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase or redemption in violation of Delaware corporate law or
obtained an improper personal benefit.

          Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the corporation's request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action, suit or proceeding. The power to
indemnify applies if (i) such person is successful on the merits or otherwise in
defense of any action, suit or proceeding

<PAGE>


or (ii) such person 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
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies to actions
brought by or in the right of the corporation as well, but only to the extent of
defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of
judgment or settlement of the claim itself, and with the further limitation that
in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to the
corporation, unless a court believes that in light of all the circumstances
indemnification should apply.

          Section 174 of the DGCL provides, among other things, that a director
who willfully and negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time the action occurred or immediately after the
absent director receives notice of the unlawful acts.

          The Company's amended and restated certificate of incorporation states
that no director shall be liable to us or any of our stockholders for monetary
damages for breach of fiduciary duty as director, except for breaches of the
duty of loyalty, and for acts or omissions in bad faith or involving intentional
misconduct or knowing violation of law. A director is also not exempt from
liability for any transaction from which he or she derived an improper personal
benefit, or for violations of Section 174 of the DGCL. To the maximum extent
permitted under Section 145 of the DGCL, our amended and restated certificate of
incorporation authorizes us to indemnify any and all persons whom we have the
power to indemnify under the law.

          Our amended and restated by-laws provide that the Company will
indemnify, to the fullest extent permitted by the DGCL, each person who was or
is made a party or is threatened to be made a party in any legal proceeding by
reason of the fact that he or she is or was a director or officer of the Company
or a subsidiary. However, such indemnification is permitted only if such person
acted in good faith, lawfully and not against our best interests.
Indemnification is authorized on a case-by-case basis by (1) our board of
directors by a majority vote of disinterested directors, (2) a committee of the
disinterested directors, (3) independent legal counsel in a written opinion if
(1) and (2) are not available, or if disinterested directors so direct, or (4)
the stockholders. Indemnification of former directors or officers shall be
determined by any person authorized to act on the matter on our behalf. Expenses
incurred by a director or officer in defending against such legal proceedings
are payable before the final disposition of the action, provided that the
director or officer undertakes to repay us if it is later determined that he or
she is not entitled to indemnification.

          The Company has entered into separate indemnification agreements with
certain of its directors and officers. Each indemnification agreement provides,
among other things, for indemnification to the fullest extent permitted by law
and our amended and restated certificate of incorporation and amended and
restated by-laws against any and all expenses, judgments, fines, penalties and
amounts paid in settlement of any claim. The indemnification agreements provide
for

<PAGE>

the advancement or payment of all expenses to the indemnitee and for
reimbursement to us if it is found that such indemnitee is not entitled to such
indemnification under applicable law and our amended and restated certificate of
incorporation and amended and restated by-laws.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

          We maintain directors' and officers' liability insurance for our
officers and directors.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

     Exhibit
       No.                               Description
     -------                             -----------
      4.1*         Form of Certificate for common stock

      4.2*         Form of Stockholders Agreement among Brookdale Senior Living
                   Inc., Fortress Brookdale Acquisition LLC, Fortress Investment
                   Trust II and Health Partners

      4.3*         Stockholders and Voting Agreement, dated as of June 29, 2005,
                   by and among Brookdale Senior Living Inc., FIT-ALT Investor
                   LLC, Emeritus Corporation and NW Select LLC

      4.4*         Amended and Restated Certificate of Incorporation of the
                   Company

      4.5*         Amended and Restated By-laws of the Company

      5.1          Opinion of Deborah C. Paskin, Executive Vice President,
                   Secretary and General Counsel of Brookdale Senior Living Inc.

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Deborah C. Paskin (included in Exhibit 5.1)

     24.1          Power of Attorney (included on the signature pages hereto)

     99.1*         Brookdale Senior Living Inc. Omnibus Stock Incentive Plan

*        Incorporated by reference to the Company's Registration Statement on
         Form S-1, as amended (Registration No. 333-127372), filed with the SEC.




<PAGE>



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 of 1933;

                            (ii) To reflect in the prospectus any facts or
                   events arising after the effective date of the 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 the
                   registration statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

                            (iii) To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the registration statement or any material change to such
                   information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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 liability under the Securities Act of 1933, each filing of the
registrant's annual report

<PAGE>


pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

<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 City of Chicago, State of Illinois, on November 21, 2005.

                                BROOKDALE SENIOR LIVING INC.


                                By: /s/ Mark J. Schulte
                                   -------------------------
                                   Name:   Mark J. Schulte
                                   Title:  Chief Executive Officer


                                POWER OF ATTORNEY

          Each of the undersigned officers and directors of Brookdale Senior
Living Inc., a Delaware corporation, hereby constitutes and appoints Wesley R.
Edens, Mark J. Schulte, R. Stanley Young, and Deborah C. Paskin and each of
them, severally, as his or her attorney-in-fact and agent, with full power of
substitution and resubstitution, in his or her name and on his or her behalf, to
sign in any and all capacities this Registration Statement and any and all
amendments (including post-effective amendments) and exhibits to this
Registration Statement and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<caption>
<table>

       Signature                                Title                         Date
       ---------                                -----                         ----
<S>                                           <C>                           <C>

    /s/ Wesley R. Edens                     Chairman of the Board           11/21/2005
-----------------------------
 Wesley R. Edens
                                           Chief Executive Officer
    /s/ Mark J. Schulte                (Principal executive officer)        11/21/2005
-----------------------------
 Mark J. Schulte
                                       Executive Vice President, Chief
    /s/ R. Stanley Young              Financial Officer, and Chief          11/21/2005
----------------------------              Accounting Officer
 R. Stanley Young                       (Principal financial officer)
                                       (Principal accounting officer)

   /s/ William B. Doniger                       Director                    11/21/2005
-----------------------------
    William B. Doniger
 William B. Doniger

</table>
<PAGE>
<CAPTION>
<TABLE>
              Signature                           Title                        Date
              ---------                           -----                        ----
<S>                                               <C>                       <C>
    /s/ Jackie M. Clegg                           Director                  11/21/2005
------------------------------
Jackie M. Clegg

     /s/ Bradley E. Cooper                        Director                  11/21/2005
------------------------------
Bradley E. Cooper

    /s/ Jeffrey G. Edwards                        Director                  11/21/2005
------------------------------
Jeffrey G. Edwards

   /s/ Jeffrey R. Leeds                           Director                  11/21/2005
------------------------------
    Jeffrey R. Leeds
Jeffrey R. Leeds

  /s/ Samuel Waxman                               Director                  11/21/2005
------------------------------
Samuel Waxman

</table>



<PAGE>



                                  EXHIBIT INDEX

    Exhibit
      No.                                     Description
    -------                                   -----------
      4.1*         Form of Certificate for common stock

      4.2*         Form of Stockholders Agreement among Brookdale Senior Living
                   Inc., Fortress Brookdale Acquisition LLC, Fortress Investment
                   Trust II and Health Partners

      4.3*         Stockholders and Voting Agreement, dated as of June 29, 2005,
                   by and among Brookdale Senior Living Inc., FIT-ALT Investor
                   LLC, Emeritus Corporation and NW Select LLC

      4.4*         Amended and Restated Certificate of Incorporation of the
                   Company

      4.5*         Amended and Restated By-laws of the Company

      5.1          Opinion of Deborah C. Paskin, Executive Vice President,
                   Secretary and General Counsel of Brookdale Senior Living Inc.

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Deborah C. Paskin (included in Exhibit 5.1)

     24.1          Power of Attorney (included on the signature pages hereto)

     99.1*         Brookdale Senior Living Inc. Omnibus Stock Incentive Plan

*       Incorporated by reference to the Company's Registration Statement on
        Form S-1, as amended (Registration No. 333-127372), filed with the SEC.
[{"type": "S-8", "sequence": "1", "filename": "y10687s8sv8.txt", "description": "BROOKDALE SENIOR LIVING INC.", "secsgml_size_bytes": 26239}]
{"company-data": {"conformed-name": "Brookdale Senior Living Inc.", "cik": "0001332349", "assigned-sic": "8050", "irs-number": "203068069", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129877", "film-number": "051219631"}, "business-address": {"street1": "330 NORTH WABASH", "street2": "SUITE 1400", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "(312) 977-3700"}, "mail-address": {"street1": "330 NORTH WABASH", "street2": "SUITE 1400", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
As filed with the Securities and Exchange Commission on November 21, 2005
                                                   Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ________________________

                          BROOKDALE SENIOR LIVING INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                              20-3068069
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 ______________

                             Deborah C. Paskin, Esq.
             Executive Vice President, Secretary and General Counsel
                          Brookdale Senior Living Inc.
                       330 North Wabash, Suite 1400
                             Chicago, Illinois 60611
                    (Address of principal executive offices)

            BROOKDALE SENIOR LIVING INC. OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 ______________

                             Deborah C. Paskin, Esq.
             Executive Vice President, Secretary and General Counsel
                          Brookdale Senior Living Inc.
                          330 North Wabash, Suite 1400
                             Chicago, Illinois 60611
                                 (312) 977-3700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                                 ______________

                                    Copy to:

                              Joseph A. Coco, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                          New York, New York 10036-6522
                                 (212) 735-3000

                         CALCULATION OF REGISTRATION FEE

==============================================================================================================================
Proposed maximum              Proposed maximum       Amount of
       Title of each class of             Amount to be        offering price                  aggregate         registration
     securities to be registered          registered(1)         per share                   offering price           fee(2)
------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share    2,000,000             $19.00                      $38,000,000           $4,473
------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
    registration statement also covers additional shares that may become
    issuable under the above-named plan by reason of certain corporate
    transactions or events, including any stock dividend, stock split,
    recapitalization or any other similar transaction effected without the
    receipt of consideration which results in an increase in the number of the
    registrant's outstanding shares of common stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act.
EXPLANATORY NOTE

          This registration statement registers shares of common stock, par
value $0.01 per share (the "Common Stock"), of Brookdale Senior Living Inc. (the
"Company") that may be issued and sold under the Brookdale Senior Living Inc.
Omnibus Stock Incentive Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in Part I of Form S-8 will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "SEC") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in 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 previously filed with the SEC are incorporated
by reference in this registration statement:

          (a) The Company's prospectus, dated November 21, 2005, filed pursuant
to Rule 424(b) under the Securities Act (the "Prospectus") and that contains
audited combined financial statements of the Brookdale Facility Group,
predecessor to Brookdale Senior Living Inc. for the fiscal year ended December
31, 2004;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Company's Prospectus; and

          (c) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated October 11, 2005, filed with the SEC by the Company
to register such securities under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
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 to this registration statement 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 part hereof from the date of filing of such
documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this registration statement, modifies or supersedes such prior
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document that is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such prior
statement. Any 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.

          The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Deborah C. Paskin, Executive Vice President,
Secretary and General Counsel of the Company. As of November 21, 2005, Ms.
Paskin beneficially owned 189,479 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

          Section 102 of the Delaware General Corporation Law, as amended, or
the DGCL, allows a corporation to eliminate the personal liability of directors
to a corporation or its stockholders for monetary damages for a breach of a
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase or redemption in violation of Delaware corporate law or
obtained an improper personal benefit.

          Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the corporation's request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with the action, suit or proceeding. The power to
indemnify applies if (i) such person is successful on the merits or otherwise in
defense of any action, suit or proceeding
or (ii) such person 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
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies to actions
brought by or in the right of the corporation as well, but only to the extent of
defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of
judgment or settlement of the claim itself, and with the further limitation that
in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to the
corporation, unless a court believes that in light of all the circumstances
indemnification should apply.

          Section 174 of the DGCL provides, among other things, that a director
who willfully and negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time the action occurred or immediately after the
absent director receives notice of the unlawful acts.

          The Company's amended and restated certificate of incorporation states
that no director shall be liable to us or any of our stockholders for monetary
damages for breach of fiduciary duty as director, except for breaches of the
duty of loyalty, and for acts or omissions in bad faith or involving intentional
misconduct or knowing violation of law. A director is also not exempt from
liability for any transaction from which he or she derived an improper personal
benefit, or for violations of Section 174 of the DGCL. To the maximum extent
permitted under Section 145 of the DGCL, our amended and restated certificate of
incorporation authorizes us to indemnify any and all persons whom we have the
power to indemnify under the law.

          Our amended and restated by-laws provide that the Company will
indemnify, to the fullest extent permitted by the DGCL, each person who was or
is made a party or is threatened to be made a party in any legal proceeding by
reason of the fact that he or she is or was a director or officer of the Company
or a subsidiary. However, such indemnification is permitted only if such person
acted in good faith, lawfully and not against our best interests.
Indemnification is authorized on a case-by-case basis by (1) our board of
directors by a majority vote of disinterested directors, (2) a committee of the
disinterested directors, (3) independent legal counsel in a written opinion if
(1) and (2) are not available, or if disinterested directors so direct, or (4)
the stockholders. Indemnification of former directors or officers shall be
determined by any person authorized to act on the matter on our behalf. Expenses
incurred by a director or officer in defending against such legal proceedings
are payable before the final disposition of the action, provided that the
director or officer undertakes to repay us if it is later determined that he or
she is not entitled to indemnification.

          The Company has entered into separate indemnification agreements with
certain of its directors and officers. Each indemnification agreement provides,
among other things, for indemnification to the fullest extent permitted by law
and our amended and restated certificate of incorporation and amended and
restated by-laws against any and all expenses, judgments, fines, penalties and
amounts paid in settlement of any claim. The indemnification agreements provide
for
the advancement or payment of all expenses to the indemnitee and for
reimbursement to us if it is found that such indemnitee is not entitled to such
indemnification under applicable law and our amended and restated certificate of
incorporation and amended and restated by-laws.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

          We maintain directors' and officers' liability insurance for our
officers and directors.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

     Exhibit
       No.                               Description
     -------                             -----------
      4.1*         Form of Certificate for common stock

      4.2*         Form of Stockholders Agreement among Brookdale Senior Living
                   Inc., Fortress Brookdale Acquisition LLC, Fortress Investment
                   Trust II and Health Partners

      4.3*         Stockholders and Voting Agreement, dated as of June 29, 2005,
                   by and among Brookdale Senior Living Inc., FIT-ALT Investor
                   LLC, Emeritus Corporation and NW Select LLC

      4.4*         Amended and Restated Certificate of Incorporation of the
                   Company

      4.5*         Amended and Restated By-laws of the Company

      5.1          Opinion of Deborah C. Paskin, Executive Vice President,
                   Secretary and General Counsel of Brookdale Senior Living Inc.

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Deborah C. Paskin (included in Exhibit 5.1)

     24.1          Power of Attorney (included on the signature pages hereto)

     99.1*         Brookdale Senior Living Inc. Omnibus Stock Incentive Plan

*        Incorporated by reference to the Company's Registration Statement on
         Form S-1, as amended (Registration No. 333-127372), filed with the SEC.
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 of 1933;

                            (ii) To reflect in the prospectus any facts or
                   events arising after the effective date of the 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 the
                   registration statement. Notwithstanding the foregoing, any
                   increase or decrease in volume of securities offered (if the
                   total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high end of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

                            (iii) To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the registration statement or any material change to such
                   information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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 liability under the Securities Act of 1933, each filing of the
registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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 City of Chicago, State of Illinois, on November 21, 2005.

                                BROOKDALE SENIOR LIVING INC.

                                By: /s/ Mark J. Schulte
                                   -------------------------
                                   Name:   Mark J. Schulte
                                   Title:  Chief Executive Officer

                                POWER OF ATTORNEY

          Each of the undersigned officers and directors of Brookdale Senior
Living Inc., a Delaware corporation, hereby constitutes and appoints Wesley R.
Edens, Mark J. Schulte, R. Stanley Young, and Deborah C. Paskin and each of
them, severally, as his or her attorney-in-fact and agent, with full power of
substitution and resubstitution, in his or her name and on his or her behalf, to
sign in any and all capacities this Registration Statement and any and all
amendments (including post-effective amendments) and exhibits to this
Registration Statement and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

       Signature                                Title                         Date
       ---------                                -----                         ----
/s/ Wesley R. Edens                     Chairman of the Board           11/21/2005
-----------------------------
 Wesley R. Edens
                                           Chief Executive Officer
    /s/ Mark J. Schulte                (Principal executive officer)        11/21/2005
-----------------------------
 Mark J. Schulte
                                       Executive Vice President, Chief
    /s/ R. Stanley Young              Financial Officer, and Chief          11/21/2005
----------------------------              Accounting Officer
 R. Stanley Young                       (Principal financial officer)
                                       (Principal accounting officer)

   /s/ William B. Doniger                       Director                    11/21/2005
-----------------------------
    William B. Doniger
 William B. Doniger
Signature                           Title                        Date
              ---------                           -----                        ----
/s/ Jackie M. Clegg                           Director                  11/21/2005
------------------------------
Jackie M. Clegg

     /s/ Bradley E. Cooper                        Director                  11/21/2005
------------------------------
Bradley E. Cooper

    /s/ Jeffrey G. Edwards                        Director                  11/21/2005
------------------------------
Jeffrey G. Edwards

   /s/ Jeffrey R. Leeds                           Director                  11/21/2005
------------------------------
    Jeffrey R. Leeds
Jeffrey R. Leeds

  /s/ Samuel Waxman                               Director                  11/21/2005
------------------------------
Samuel Waxman
EXHIBIT INDEX

    Exhibit
      No.                                     Description
    -------                                   -----------
      4.1*         Form of Certificate for common stock

      4.2*         Form of Stockholders Agreement among Brookdale Senior Living
                   Inc., Fortress Brookdale Acquisition LLC, Fortress Investment
                   Trust II and Health Partners

      4.3*         Stockholders and Voting Agreement, dated as of June 29, 2005,
                   by and among Brookdale Senior Living Inc., FIT-ALT Investor
                   LLC, Emeritus Corporation and NW Select LLC

      4.4*         Amended and Restated Certificate of Incorporation of the
                   Company

      4.5*         Amended and Restated By-laws of the Company

      5.1          Opinion of Deborah C. Paskin, Executive Vice President,
                   Secretary and General Counsel of Brookdale Senior Living Inc.

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Deborah C. Paskin (included in Exhibit 5.1)

     24.1          Power of Attorney (included on the signature pages hereto)

     99.1*         Brookdale Senior Living Inc. Omnibus Stock Incentive Plan

*       Incorporated by reference to the Company's Registration Statement on
        Form S-1, as amended (Registration No. 333-127372), filed with the SEC.