EXHIBIT 10.3

                               AMENDMENT NO. 1 TO
                             STOCKHOLDERS AGREEMENT
                             ----------------------

     This AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this "Amendment"), dated as
of May 17, 2000, is entered into by and among Brookdale Living Communities, Inc.
(including its successors,  the "Company"),  The Prime Group,  Inc., Prime Group
II,  L.P.,  Prime  Group VI,  L.P.,  Health  Partners,  and  Fortress  Brookdale
Acquisition LLC (the "Purchaser").

                                    RECITALS
                                    --------

     WHEREAS, the Company and the Holders are party to that certain Stockholders
Agreement,  dated as of May 14,  1999,  by and among the  Company  and the other
parties signatory thereto (the "Stockholders Agreement");

     WHEREAS,  pursuant to the Stock Purchase  Agreement,  dated as of April 20,
2000, by and among Fortress Registered  Investment Trust ("Fortress Trust"), the
Prime Holders,  Mr. Michael W. Reschke,  PGLP,  Inc. and the Company (the "Stock
Purchase  Agreement"),  the Prime  Holders have agreed to sell all of the Common
Stock held by them to Fortress Trust, and Fortress Trust has assigned any rights
and obligations it may have under the Stock Purchase  Agreement to the Purchaser
in accordance with Section 14 of the Stock Purchase Agreement;

     WHEREAS,  Section  4.1 of the  Stockholders  Agreement  requires  that,  in
connection  with such sale, the Prime Holders shall cause the Purchaser to agree
to take  and  hold the  Common  Stock  subject  to the  provisions  and upon the
conditions specified in the Stockholders  Agreement and to become a party to the
Stockholders Agreement;

     WHEREAS,  it is a condition  to the closing of the sale of Common  Stock by
the Prime Holders to the Purchaser that the Stockholders Agreement be amended so
that the  Purchaser  shall be deemed to be "Prime  Holders"  for purposes of the
Stockholders Agreement; and

     WHEREAS,  for the  aforementioned  purposes and in accordance  with Section
6.7.2 of the  Stockholders  Agreement,  the  parties  hereto  wish to amend  the
Stockholders Agreement as set forth below.

                                   AGREEMENTS
                                   ----------

     NOW,  THEREFORE,  in  consideration  of the premises,  mutual covenants and
agreements hereinafter contained and for other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged,  the parties  hereto
agree as follows:

     SECTION 1.     DEFINITIONS.   Capitalized  terms  used  but  not  otherwise
defined herein shall have the meanings  given to such terms in the  Stockholders
Agreement.

     SECTION 2.     AGREEMENTS OF THE PURCHASER.  Pursuant to Section 4.1 of the
Stockholders  Agreement,  the  Purchaser  hereby agrees (x) to take and hold the
Common Stock


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purchased by it from the Prime Holders  subject to the  provisions  and upon the
conditions  specified in the  Stockholders  Agreement  and (y) that by executing
this Amendment, the Purchaser shall become a party to the Stockholders Agreement
with the same force and effect as if it had  executed  a  counterpart  signature
page thereto.

     SECTION 3.     AMENDMENTS.  The Stockholders Agreement is hereby amended as
follows:

             (i)    Section  1.1  (Definitions)  of the  Stockholders  Agreement
             shall be  amended  by  deleting  the  definition  of "Prime" in its
             entirety and inserting the definition of "Fortress" as follows:

                    "Fortress" means Fortress Brookdale Acquisition LLC.

             (ii)   Section  1.1  (Definitions)  of the  Stockholders  Agreement
             shall be amended by deleting the  definition of "Prime  Holders" in
             its entirety and inserting the definition of "Fortress  Holders" as
             follows:

                    "Fortress  Holders"  means,  collectively,  Fortress and any
                    Affiliates  of Fortress  who own any Common  Stock or Common
                    Stock Equivalents or any interest therein.

             (iii)  Any and all references to "Prime" or "Prime  Holders" in the
             Stockholders  Agreement  shall be deleted and replaced by the terms
             "Fortress" and "Fortress Holders," respectively.

     SECTION 4.     FULL FORCE AND EFFECT. The Stockholders Agreement remains in
full force and effect in each and every respect except as amended hereby.

     SECTION 5.     BINDING   EFFECT.   This  Amendment  and  the   Stockholders
Agreement  as amended  hereby  shall be binding upon and inure to the benefit of
and be  enforceable  by the  respective  successors  and  assigns of the parties
hereto.

     SECTION 6.     GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE,  WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

     SECTION 7.     DUPLICATE  ORIGINALS.  All  parties  may sign any  number of
copies of this Amendment. Each signed copy shall be an original, but all of them
together shall represent the same agreement.

     SECTION 8.     SEVERABILITY.  In case any provision in this Amendment shall
be held invalid,  illegal or  unenforceable  in any respect for any reason,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect  and  the  remaining  provisions  shall  not in any way be  affected  or
impaired thereby.

                            [signature pages follow]

                                       2

<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto duly executed this Amendment as of the
date first written above.

                                   BROOKDALE LIVING COMMUNITIES, INC.


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


                                   THE PRIME GROUP, INC.


                                   By:  /s/ Michael W. Reschke
                                        ---------------------------------------
                                        Name:     Michael W. Reschke
                                        Title:    President



                                   PRIME GROUP II, L.P.

                                   By:  PGLP, Inc., Managing General Partner


                                   By:  /s/ Michael W. Reschke
                                        ---------------------------------------
                                        Name:     Michael W. Reschke
                                        Title:    President



                                   PRIME GROUP VI, L.P.

                                   By:  PGLP, Inc., Managing General Partner


                                   By:  /s/ Michael W. Reschke
                                        ---------------------------------------
                                        Name:     Michael W. Reschke
                                        Title:    President

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<PAGE>



                                   HEALTH PARTNERS

                                   By:  Capital Z Financial Services Fund II,
                                        L.P., its general partner

                                        By:  Capital Z Partners, L.P., its
                                             general partner

                                             By:  Capital Z Partners, Ltd., its
                                                  general partner


                                        By:  /s/ Paul H. Warren
                                             ----------------------------------
                                             Paul H. Warren
                                             Senior Vice President



                         FORTRESS BROOKDALE ACQUSITION LLC
                         By:  Fortress Registered Investment Trust, its
                              sole member

                              By:  /s/ Randal Nardone
                                   ------------------------------------
                                   Name:     Randal Nardone
                                   Title:    Vice President, Chief Operating
                                             Officer and Secretary of Fortress
                                             Registered Investment Trust

                         Address:

                         1301 Avenue of the Americas
                         42nd Floor
                         New York, New York 10019
                         Attention:  Randal Nardone
                         Facsimile No. (212) 798-6133

                         With copy to:

                         Skadden, Arps, Slate, Meagher & Flom LLP
                         Four Times Square
                         New York, New York  10036-6522
                         Attention:  Edmund C. Duffy, Esq.
                         Facsimile No.:  (212) 735-2000

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