8-K

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


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

                     Date of Report (Date of earliest event
                                  reported):
                     December 21, 2005 (December 21, 2005)

                          Brookdale Senior Living Inc.
             (Exact name of registrant as specified in its charter)


              Delaware                 001-32641               20-3068069
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  (State or other jurisdiction of     (Commission            (IRS Employer
           incorporation)             File Number)        Identification No.)


      330 North Wabash, Suite 1400, Chicago, Illinois            60611
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                (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code   (312) 977-3700
                                                   ----------------------------

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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 19a-12 under the Exchange Act
     (17 CFR 240.19a-12)

[ ]  Pre-commencement communications pursuant to Rule 19d-2(b) under the
     Exchange Act (17 CFR 240.19d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

         Item 1.01         Entry into a Material Definitive Agreement


         On December 21, 2005, Brookdale Senior Living Inc. (the "Company")
issued a press release, attached hereto and incorporated herein by reference as
Exhibit 99.1, announcing the entry into a material definitive merger agreement
(the "Merger Agreement") on the date hereof by its wholly-owned subsidiaries,
BLC Acquisitions, Inc. ("BLC") and SALI Merger Sub Inc. ("Merger Sub"), with
Southern Assisted Living, Inc. ("SALI"), whereby Merger Sub would merge with
and into SALI. In exchange for all of issued and outstanding shares of capital
stock, options and warrants of SALI, the current shareholders, optionholders
and warrantholders of SALI would receive approximately $82.9 million in cash.
Included in the transaction are 41 senior living facilities, with 2,887
assisted living beds, that are currently leased and operated by SALI. In
addition, SALI manages one property for a third party. The facilities are
located in North Carolina, South Carolina and Virginia.

         The transaction is expected to close at the end of the first quarter
of 2006 and is subject to a forty-five day due diligence period during which
BLC may terminate the Merger Agreement for any reason and without penalty, as
well as landlord consent and certain other customary closing conditions,
covenants, agreements and purchase price adjustments.



SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

         Item 9.01         Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release dated December 21, 2005.




                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           BROOKDALE SENIOR LIVING INC.
                                           (Registrant)

                                           /s/ Deborah C. Paskin
                                           -----------------------------------
                                           Deborah C. Paskin
                                           Executive Vice President, Secretary
                                           and General Counsel


Date: December 21, 2005



                                 EXHIBIT INDEX

Exhibit Number             Exhibit
- --------------             -------

99.1                       Press Release dated December 21, 2005

EX-99

                                                                  EXHIBIT 99.1

                               [GRAPHIC OMITTED]

                               B R O O K D A L E
                                 SENIOR LIVING

Contact:                                                 FOR IMMEDIATE RELEASE
Francie Nagy
Investor Relations
212-515-4625

       Brookdale Signs Agreement to Acquire Southern Assisted Living Inc.
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Chicago, IL. December 21, 2005 - Brookdale Senior Living Inc. (NYSE: BKD)
announced today that it signed a definitive agreement to acquire Southern
Assisted Living Inc. (SALI), a company based in North Carolina that operates a
portfolio of senior living facilities, for $82.9 million.

Included in the transaction are 41 senior living facilities, with 2,887
assisted living beds, that are currently leased and operated by SALI. In
addition, SALI manages one property for a third party. The facilities are
located throughout North Carolina, South Carolina and Virginia.

The transaction is expected to close at the end of the first quarter of 2006
and is subject to a forty-five day due diligence period during which Brookdale
may terminate the merger agreement for any reason and without penalty as well
as landlord consent and certain other customary closing conditions.

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living
facilities throughout the United States. The Company is committed to providing
an exceptional living experience through properties that are designed,
purpose-built and operated to provide the highest-quality service, care and
living accommodations for residents. The Company owns and operates independent,
assisted and dementia-care facilities, with a total of 384 facilities in 32
states and the ability to serve over 30,000 residents.

Certain items in this press release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
including, but not necessarily limited to, statements relating to our ability
to close the acquisition, satisfaction of closing conditions, obtaining
consents, the exercise of our due diligence termination rights, and the timing
of the closing of the acquisition. Words such as "expect(s)" and similar
expressions are intended to identify such forward-looking statements. These
statements are based on management's current expectations and beliefs and are
subject to a number of factors that could lead to actual results materially
different from those described in the forward-looking statements; Brookdale can
give no assurance that its expectations will be attained. Factors that could
cause actual results to differ materially from Brookdale's expectations
include, but are not limited to, whether conditions to the closing of the
transaction will not be satisfied and other risks detailed from time to time in
Brookdale's SEC reports. Such forward-looking statements speak only as of the
date of this press release. Brookdale expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or change in events, conditions or circumstances on which any
statement is based.

For more information regarding Brookdale and to be added to our email
distribution list, please visit http://www.brookdaleliving.com.