Exhibit 3.50.7

			FORM LP 202 (Rev. Jan. 1999) Filing Fee $25 SUBMIT IN DUPLICATE!
			Return to:  Department of Business Services Limited Partnership Division Room 357, Howlett Building Springfield, IL  62756 Telephone:  (217) 785-8960 http://www.sos.state.il.us. All correspondence regard-ing this filing will be sent to the registered agent of the limited partnership unless a self-addressed envelope with pre-paid postage is included.			JESSE WHITE SECRETARY OF STATE STATE OF ILLINOIS CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP (Illinois limited partnership) (Please type or print clearly)
1.	The limited partnership’s name:			The Ponds of Pembroke Limited Partnership
2.	File number assigned by the Secretary of State:				C000932.
3.	Federal Employer Identification Number (F.E.I.N.):						36-3550345.
4.	The certificate of limited partnership is amended as follows: (Check all applicable changes here and specify them in item 5.) (Address changes, P.O. Box alone and c/o are unacceptable)
	o	a) Admission of a new general partner (give name and business address in item 5 on reverse).
	o	b) Withdrawal of a general partner (give name in item 5 on reverse).
	ý	c) Change of registered agent and/or registered agent’s office (give new name and address, including county on item 5 on reverse).
	o	d) Change in the address of the office at which the records required by Section 201 of the Act are kept (give new address, including county, in item 5 on reverse).
	ý	e) Change in the general partners name and/or business address (give name and new address in item 5 on reverse).
	o	f) Change in the partners’ total aggregate contribution amount (give new dollar amount in item 5 on reverse).
	o	g) Change in limited partnership’s name (give new name in item 5 on reverse).
	o	h) Change in date of dissolution (give new date in item 5 on reverse).
	o	i) Other (give information in item 5 on reverse).

5.	Place Item #4 changes here: Robert J. Rudnik c/o Brookdale Living Communities, Inc. 330 North Wabash Avenue, Suite 1400 Chicago, Illinois  60611 Cook County
If additional space is needed for item 4, it must be continued in the same format on a plain white 8 1/2 x 11 sheet, which must be stapled to his form.
6.	NAME(S) & BUSINESS ADDRESS(ES) OF GENERAL PARTNER(S)
The undersigned affirms, under penalties of perjury, that the facts stated herein are true.
The original certificate of amendment must be signed by a general partner, all new general partners and at least one, withdrawing general partner.
SIGNATURE AND NAME				BUSINESS ADDRESS
1. Signature			/s/ R. Stanley Young	Number/Street			330 North Wabash Avenue, Suite 1400
				Attention:  Cathy DeNardo
Type or print name and title				City/town		Chicago
R. Stanely Young, Vice President
Name of General Partner if a corporation or
other entity		Brookdale Holdings, Inc.		State	Illinois			Zip Code	60601
2. Signature				Number/Street
Type or print name and title				City/town
Name of General Partner if a corporation or
other entity				State				Zip Code
3. Signature				Number/Street
Type or print name and title				City/town
Name of General Partner if a corporation or
other entity				State				Zip Code
(Signatures must be in BLACK INK on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)
DO NOT SEND CASH!