S-8

As filed with the Securities and Exchange Commission on July 8, 2004

Registration No.                     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

ASSISTED LIVING CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation or organization) 1349 Empire Central, Suite 900
Dallas, Texas 75247
(Address of Principal
Executive Office) (Zip Code) 93-1148702
(I.R.S. Employer
Identification No.)

ASSISTED LIVING CONCEPTS, INC.
2002 INCENTIVE AWARD PLAN
(Full title of the plan)

Edward A. Barnes	Copies to:
Senior Vice President, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer Assisted Living Concepts, Inc. 1349 Empire Central, Suite 900 Dallas, Texas 75247 (214) 424-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service)	A Jeffery Bird, Esq. Garvey Schubert Barer 11th Floor 121 S.W. Morrison Street Portland, Oregon 97204-3141 (503) 228-3939

CALCULATION OF REGISTRATION FEE

Title of securities	Amount to be		Proposed maximum			Proposed maximum			Amount of
to be registered	registered (1)		offering price per unit			aggregate offering price			registration fee
Common Stock, par		601,417	$	4.43	(2)	$	2,666,712	(2)	$	338	(2)
value $0.01 per share
Common Stock, par		148,583	$	10.255	(3)	$	1,523,719	(3)	$	193	(3)
value $0.01 per share

(1)	This registration statement covers 750,000 shares of Assisted Living Concepts, Inc. (“ALC”) common stock, together with associated rights, that may be offered or sold pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan, as amended (the “Plan”). Of these shares, the Company is registering 601,417 shares that are subject to options granted under the Plan and 148,583 shares that are available for future options thereunder. The Board has approved an amendment to the Plan to increase the number of shares of common stock that may be issued pursuant to the Plan from 650,000 shares to the 750,000 shares covered by this registration statement, but such increase is subject to shareholder approval, which has not yet been obtained. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate number of shares of common stock that may be offered or issued as a result of the anti-dilution provisions of the Plan.
(2)	Based upon the weighted average exercise price of options granted as of the filing date of this registration statement.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933. Represents the average of the bid and asked prices of our common stock for July 6, 2004 as reported on the Over the Counter Bulletin Board (which were $10.01 and $10.50, respectively).

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this registration statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by the registrant, Assisted Living Concepts, Inc., a Nevada corporation, are incorporated by reference in this registration statement and shall be deemed a part hereof:

1. The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “2003 Annual Report”), filed with the Commission on March 31, 2004 (including information specifically incorporated into the registrant’s Form 10-K from the registrant’s definitive proxy statement on Schedule 14A);

2. The registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; filed with the Commission on May 14, 2004;

3. The registrant’s Current Reports on Form 8-K, filed with the Commission on March 17, 2004, May 11, 2004, June 1, 2004, and June 21, 2004;

4. All other reports filed by the registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2003; and

5. The description of the registrant’s common stock contained in the registrant’s Form 8-A/A, filed on November 28, 1994, under Section 12(g) of the Exchange Act, including all amendments and reports filed for the purpose of updating such description.

All documents subsequently filed by the registrant 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 hereby have been sold or which deregisters all securities then remaining unsold, shall all be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article V of Assisted Living Concepts’ Amended and Restated Articles of Incorporation (“Article V”) dated December, 2001, and Article III, Section 13 of Assisted Living Concepts’ Bylaws, as amended (“Section 13”), require Assisted Living Concepts to indemnify its officers and directors to the fullest extent authorized by the General Corporation Law of the State of Nevada. The effect of these provisions is summarized below, but such summary is qualified in its entirety by reference to the General Corporation Law of the State of Nevada, Article V and Section 13.

     Assisted Living Concepts must indemnify any director or officer who was or is a party, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), except an action by or in the right of the corporation, by reason of the fact that he or she is or was a director or officer of Assisted Living Concepts against expenses (including any obligation to pay any attorneys’ fees, judgments, fines, and settlements, actually and reasonably incurred with respect to the Proceeding), if: (i) the conduct of the individual was in good faith; (ii) the individual acted in a manner reasonably believed to be in or not opposed to the best interests of Assisted Living Concepts; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. The termination of a Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the director or officer did not meet such standard of conduct. Any indemnification provided, unless ordered by a court, shall be made by Assisted Living Concepts only as authorized in a specific case upon a determination that such indemnification is proper in the circumstances.

     With regard to actions by or in the right of the corporation, indemnification is limited to expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred. Notwithstanding the foregoing, Assisted Living Concepts shall not indemnify any director or officer in connection with a Proceeding in which the director or officer was adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to Assisted Living Concepts or for amounts paid in settlement to Assisted Living Concepts unless and only to the extent that the court permits indemnification based upon a finding that such person is fairly and reasonably entitled to indemnification for such expenses as the court deems proper.

     Assisted Living Concepts has a mandatory statutory obligation to indemnify any director or officer who was wholly successful, on the merits or otherwise, in the defense of any

Proceeding against all expenses including attorneys’ fees, actually and reasonably incurred by the director or officer in connection with the Proceeding.

     Section 13 provides that Assisted Living Concepts may pay the expenses incurred by any officer or director in any Proceeding in advance of its final disposition, if the director or officer furnishes Assisted Living Concepts with a written undertaking by or on behalf of the director or officer to repay advanced amounts to the extent that it is ultimately determined that such person is not entitled to indemnification as authorized by Section 13.

     Section 13 further provides that all rights to indemnification and advances authorized by Section 13 or ordered by a court does not exclude other rights to which a person seeking indemnification or advancement may be entitled, except that indemnification, unless ordered by a court, may not be made to or on behalf of any director or officer if a final adjudication establishes that the individual’s acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action.

     Section 13 further provides that any right to indemnification or advances granted to a director or officer shall be enforceable in any court of competent jurisdiction if the claim for indemnification or advances is not paid in full within ninety (90) days after written claim therefor. The claimant in such enforcement action, if successful in whole or in part, is also entitled to be paid the expense of prosecuting the claim. In any such action Assisted Living Concepts has the burden of proving that the individual seeking indemnification was not entitled to the requested indemnification or payment of expenses under applicable law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

Exhibit No.	Description
4.1	Assisted Living Concepts, Inc. 2002 Incentive Award Plan. (Incorporated by reference to the same titled exhibit to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001.)
4.2	Amendment No. 1 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan
4.3	Amendment No. 2 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan
5.	Opinion of Counsel re legality of the Common Stock
23.1	Consent of Counsel (included in Exhibit 5 filed herewith)

Exhibit No.	Description
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney for W. Andrew Adams
24.2	Power of Attorney for Andre C. Dimitriadis
24.3	Power of Attorney for Mark Holliday
24.4	Power of Attorney for Steven D. Scheiwe
24.5	Power of Attorney for Leonard M. Tannenbaum
24.6	Power of Attorney for Steven L. Vick

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 percent 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 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 with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 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 of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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 Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 (see Item 6) 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 Securities Act of 1933 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 of 1933 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 the city of Dallas, state of Texas, on July 8, 2004.

ASSISTED LIVING CONCEPTS, INC.
By:	/s/ EDWARD A. BARNES
	Edward A. Barnes, Senior Vice President,
	Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer

     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 dates indicated.

Signatures	Title	Date
/s/ STEVEN L. VICK Steven L. Vick	Director, President and Chief Executive Officer	July 8, 2004
/s/ EDWARD A. BARNES Edward A. Barnes	Senior Vice President, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer	July 8, 2004
W. ANDREW ADAMS* W. Andrew Adams	Director and Chairman of the Board	July 8, 2004
ANDRE C. DIMITRIADIS* Andre C. Dimitriadis	Director	July 8, 2004
MARK HOLLIDAY* Mark Holliday	Director	July 8, 2004
STEVEN D. SCHEIWE* Steven D. Scheiwe	Director	July 8, 2004
LEONARD M. TANNENBAUM* Leonard M. Tannenbaum	Director	July 8, 2004

* By:	/s/ Steven L. Vick
	Steven L. Vick Attorney-in-fact

EXHIBIT INDEX

Exhibit No.	Description
4.1	Assisted Living Concepts, Inc. 2002 Incentive Award Plan. (Incorporated by reference to the same titled exhibit to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2001.)
4.2	Amendment No. 1 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan
4.3	Amendment No. 2 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan
5.	Opinion of Counsel re legality of the Common Stock
23.1	Consent of Counsel (included in Exhibit 5 filed herewith)
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney for W. Andrew Adams
24.2	Power of Attorney for Andre C. Dimitriadis
24.3	Power of Attorney for Mark Holliday
24.4	Power of Attorney for Steven D. Scheiwe
24.5	Power of Attorney for Leonard M. Tannenbaum
24.6	Power of Attorney for Steven L. Vick

EX-4.2

EXHIBIT 4.2

Amendment No. 1 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan

The Board of Directors and Compensation Committee of Assisted Living Concepts, Inc. (the “Company”) approved the following amendment to the Company’s 2002 Incentive Award Plan (the “Stock Option Plan”) on March 31, 2004 increasing the aggregate number of shares that may be issued under the Stock Option Plan to 750,000.

     1. Section 2.1(a) of the Stock Option Plan is hereby amended to provide in its entirety as follows:

      2.1 Shares Subject to Stock Option Plan

      (a) The shares of stock subject to Awards shall be Common Stock, initially shares of the Company’s Common Stock. Subject to adjustment as provided in Section 11.3, the aggregate number of such shares which may be issued upon exercise of such Options or rights or upon any such Awards under the Plan shall not exceed 750,000. The shares of Common Stock issuable upon exercise of such Options or rights or upon any such awards may be either previously authorized but unissued shares or treasury shares.

EX-4.3

EXHIBIT 4.3

Amendment No. 2 to Assisted Living Concepts, Inc. 2002 Incentive Award Plan

Effective as of June 15, 2004, the Compensation Committee amended Section 4.5 of the Assisted Living Concepts, Inc. 2002 Incentive Award Plan to add the following provision to the end of Section 4.5:

          In addition, the Administrator may, during the term of the Plan, grant to Independent Directors who serve on committees of the Board of Directors, Options (which options shall be non-qualified stock options) to purchase shares of the Company’s stock to provide compensation to Independent Directors for serving as a member of a committee of the Board of Directors. Such Options shall have such terms and conditions, including term, exercise price and vesting as the Administrator shall determine in its discretion consistent with applicable law and such Options may be granted at less than Fair Market Value.

EX-5

EXHIBIT 5

OPINION OF COUNSEL

July 8, 2004

Assisted Living Concepts, Inc.
1349 Empire Central, Suite 900
Dallas, Texas 75247

Ladies and Gentlemen:

     This opinion is delivered in connection with a Registration Statement on Form S-8 (the “Registration Statement”) of Assisted Living Concepts, Inc., a Nevada corporation (the “Company”), relating to the proposed issuance and sale from time to time, pursuant to the Company’s 2002 Incentive Award Plan, as amended (the “Plan”), of up to 750,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Plan Shares”). As special Nevada counsel for the Company, we advise you as follows.

     We are of the opinion that the Company is a corporation duly organized and legally existing under the laws of the State of Nevada and is in good standing under said laws, and that it is legally qualified to hold property and do business under said laws.

     The Board of Directors of the Company has authorized the issuance and sale of the Plan Shares. With respect to 650,000 of the Plan Shares, when such shares are issued and sold against payment therefor in accordance with the provisions of the Plan, such shares will be duly and validly authorized and legally issued and will be fully paid and non-assessable. With respect to the Plan Shares in excess of 650,000 up to 750,000 shares, upon the Company’s stockholders approval of the amendment to the Plan adopted by the Board of Directors of the Company on March 31, 2004, increasing the number of shares of the Company’s common stock available for issuance pursuant to the Plan to 750,000 shares, such shares, when issued and sold against payment therefor in accordance with the provisions of the Plan, will be duly and validly authorized and legally issued and will be fully paid and non-assessable.

     The foregoing opinion is limited to the matters expressly set forth herein and no opinion may be implied or inferred beyond the matters expressly stated. We disclaim any obligation to update this letter for events occurring after the date of this letter, or as a result of knowledge acquired by us after that date, including changes in any of the statutory or decisional law after the date of this letter. We are members of the bar of the State of Nevada. We express no opinion as to the effect and application of any United States federal law, rule or regulation or any securities or blue-sky laws of any state, including the State of Nevada. We are not opining on, and assume no responsibility as to, the applicability to or the effect on any of the matters covered herein of the laws of any other jurisdiction, other than the laws of Nevada as presently in effect.

     We hereby consent:

1.	To being named in the Registration Statement and in any amendments thereto as counsel for the Company;
2.	To the statements with reference to our firm made in the Registration Statement; and
3.	To the filing of this opinion as an exhibit to the Registration Statement.

Sincerely, WOODBURN and WEDGE
By:	/s/ GREGG P. BARNARD
	Gregg P. Barnard

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Assisted Living Concepts, Inc.

We consent to the use of our report dated March 5, 2004 with respect to the consolidated balance sheets of Assisted Living Concepts, Inc. and subsidiaries as of December 31, 2002 and 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2001 ( predecessor company ), and December 31, 2002 and 2003 ( successor company ) incorporated herein by reference. Our report refers to a change in accounting for stock-based compensation.

/s/ KPMG LLP

Dallas, Texas
July 7, 2004

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY OF W. ANDREW ADAMS

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ W. Andrew Adams  

W. Andrew Adams 

EX-24.2

EXHIBIT 24.2

POWER OF ATTORNEY OF ANDRE C. DIMITRIADIS

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ Andre C. Dimitriadis  

Andre C. Dimitriadis 

EX-24.3

EXHIBIT 24.3

POWER OF ATTORNEY OF MARK HOLLIDAY

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ Mark Holliday  

Mark Holliday 

EX-24.4

EXHIBIT 24.4

POWER OF ATTORNEY OF STEVEN D. SCHEIWE

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ Steven D. Scheiwe  

Steven D. Scheiwe 

EX-24.5

EXHIBIT 24.5

POWER OF ATTORNEY OF LEONARD M. TANNENBAUM

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ Leonard M. Tannenbaum  

Leonard M. Tannenbaum 

EX-24.6

EXHIBIT 24.6

POWER OF ATTORNEY OF STEVEN L. VICK

     Know by all these presents, that the undersigned hereby constitutes and appoints Steven L. Vick and Edward A. Barnes, or either of them, the undersigned’s true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Assisted Living Concepts, Inc. (the “Company”), a registration statement on Form S-8 covering 750,000 shares of the Company’s common stock issuable upon exercise of options granted pursuant to the Assisted Living Concepts, Inc. 2002 Incentive Award Plan;

     (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such registration statement on Form S-8 and timely file such registration statement with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July, 2004.

/s/ Steven L. Vick  

Steven L. Vick