8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                   FORM 8-K/A
                                (Amendment No. 1)

                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 12, 2004
                               (February 12, 2004)

                         AMERICAN RETIREMENT CORPORATION
             (Exact name of registrant as specified in its charter)

        Tennessee                        01-13031               62-1674303
  (State of Incorporation)          (Commission File No.)    (IRS Employer
                                                           Identification No.)


      111 Westwood Place, Suite 200
           Brentwood, Tennessee                               37027
 (Address of Principal Executive Office)                   (Zip code)




       Registrant's telephone number, including area code: (615) 221-2250



    This Amendment No. 1 to Form 8-K is being filed by American Retirement
Corporation to amend and restate in its entirety the Form 8-K filed by American
Retirement Corporation with the Securities and Exchange Commission on February
12, 2004.

Item 9.  Regulation FD Disclosure.

     On February 12, 2004, American Retirement Corporation issued a press
release announcing the redemption call of $4.5 million of its 10% Series B
Convertible Senior Subordinated Notes Due 2008. A copy of the press release is
furnished herewith as Exhibit 99.1. In the original Form 8-K, the press release
was incorrectly furnished under Items 7 and 12.


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                                   SIGNATURES

         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.


                            AMERICAN RETIREMENT CORPORATION

Date: February 12, 2004     By:      /s/ Bryan D. Richardson
                                  -----------------------------------------
                            Name:   Bryan D. Richardson
                            Title:  Executive Vice President and Chief
                                    Financial Officer



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                                  EXHIBIT INDEX


                  No.                   Exhibit
                  ---                   -------

                  99.1                  Press Release dated February 12, 2004




















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EX-99.1

                                                                   Exhibit 99.1

American Retirement Corporation Announces Call of $4.5 Million of Its
10% Series B Convertible Senior Subordinated Notes

    NASHVILLE, Tenn.--(BUSINESS WIRE)--Feb. 12, 2004--American
Retirement Corporation (NYSE:ACR), a leading provider of senior living
housing and care, today announced that it was electing to redeem $4.5
million in principal amount of its 10% Series B Convertible Senior
Subordinated Notes Due 2008. The Notes selected by the Trustee will be
redeemed on March 12, 2004 at a Redemption Price of 105.0% (expressed
as a percentage of principal amount), plus accrued but unpaid interest
to the Redemption Date.
    According to the terms of the Notes, the Notes may be converted
into shares of the Company's Common Stock at a conversion price of
$2.25 per share. The right to convert the Notes selected for
redemption will terminate and be lost at the close of business on
March 12, 2004.
    As of February 11, 2004, there were $9.2 million principal amount
of the Notes outstanding - with $6.7 million of the original $15.9
million having previously been converted, bringing the number of
outstanding shares to 20.4 million. The closing price of the Company's
Common Stock on February 11, 2004 was $5.19 per share.
    "We have already experienced $6.7 million of conversions of the
10% Series B Notes to equity in the last nine months. Based on the
current stock price, management believes that this conversion presents
a good opportunity to our noteholders to exercise their conversion
right prior to redemption. The anticipated conversions will not only
build equity, but they will also reduce our cost of capital and
leverage. The conversions, which will benefit the company and its
shareholders, exemplify the company's ongoing strategy of improving
its capital position," said Bryan Richardson, Executive Vice President
and Chief Financial Officer.

    COMPANY PROFILE

    American Retirement Corporation is a national senior living and
health care services provider offering a broad range of care and
services to seniors. Established in 1978, the Company is a leader in
the operations and management of senior living communities, including
independent living communities, continuing care retirement
communities, Free-standing AL's, and the development of specialized
care programs for residents with Alzheimer's and other forms of
dementia. The Company currently operates 66 senior living communities
in 14 states, with an aggregate unit capacity of approximately 13,000
units and resident capacity of approximately 14,600. The Company owns
19 communities, leases 41 communities, and manages six communities
pursuant to management agreements. The Company's portfolio ended
December 31, 2003 at 92% occupancy.

    CONTACT: American Retirement Corporation, Nashville
             Ross C. Roadman, 615-376-2412