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

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934, for the Quarterly Period ended March 31, 2000.

                                       or

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934, for the Transition Period from ________ to _________.

Commission File Number       0-22253
                             -------

                       BROOKDALE LIVING COMMUNITIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        36-4103821
------------------------------------        ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
        incorporation)

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

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

                                 Not Applicable
--------------------------------------------------------------------------------
                  (Former  name,  former  address,   or  former
                    fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes    X   No
    -----    -----
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 12, 2000, 9,850,749 shares (not including 1,724,800 shares held in the
Company's treasury) of the registrant's Common Stock, $0.01 par value per share,
were outstanding.




<PAGE>
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<CAPTION>


                                         BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                                                              FORM 10-Q

                                                                INDEX
                                                                -----

PART I:  FINANCIAL INFORMATION                                                                                        PAGE
                                                                                                                      ----

<S>      <C>                                                                                                           <C>
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED).                                                                               3

         Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999                                          4

         Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999                        5

         Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999                        6

         Notes to Consolidated Financial Statements                                                                      8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                         11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                                                    14

PART II: OTHER INFORMATION                                                                                              16

ITEM 1.  LEGAL PROCEEDINGS.                                                                                             16
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.                                                                     16
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                                                                               16
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                           16
ITEM 5.  OTHER INFORMATION.                                                                                             16
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                                                                              16

SIGNATURES                                                                                                              18


</TABLE>


<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED).


          The information furnished in the accompanying  unaudited  consolidated
balance sheets, statements of operations,  and statements of cash flows reflects
all  adjustments  which are, in the opinion of management,  necessary for a fair
presentation of the aforementioned financial statements for the interim period.

          Brookdale  Living  Communities,  Inc. was incorporated on September 4,
1996 and commenced operations upon the completion of its initial public offering
on May 7, 1997.  The  consolidated  financial  statements  of  Brookdale  Living
Communities,  Inc. and its subsidiaries (the "Company") represent the results of
operations of 24 facilities the Company  operated  during the period ended March
31, 2000.

          The aforementioned  financial statements should be read in conjunction
with  the  notes  to the  consolidated  financial  statements  and  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
consolidated  financial statements for the year ended December 31, 1999 included
in the Company's  Annual Report on Form 10-K, as filed with the  Securities  and
Exchange Commission on March 30, 2000.

                                        3


<PAGE>

<TABLE>
<CAPTION>


                                         BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                                                     CONSOLIDATED BALANCE SHEETS
                                              (IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)


                                                                             March 31, 2000      December 31, 1999
                                                                             --------------      -----------------
                                                                               (unaudited)         (audited)

<S>                                                                          <C>                  <C>
ASSETS
Cash and cash equivalents..............................................      $       6,949        $         638
Short-term investments.................................................                  -               12,505
Accounts receivable....................................................              1,534                1,188
Notes receivable.......................................................              5,147                5,147
Reimbursable development costs.........................................             19,904               10,958
Prepaid expenses and other.............................................              5,423                4,456
                                                                             -------------        -------------
      Total current assets.............................................             38,957               34,892
                                                                             -------------        -------------

Property, plant and equipment..........................................            142,356              139,323
Accumulated depreciation...............................................            (11,383)             (10,472)
                                                                             -------------        -------------
      Property, plant and equipment, net...............................            130,973              128,851
                                                                             -------------        -------------

Property under development.............................................             21,269               13,401
Cash and investments - restricted......................................              7,648                9,835
Investment certificates - restricted...................................             30,131               35,637
Lease security deposits................................................             89,323               92,735
Other, net.............................................................             26,390               24,854
                                                                             -------------        -------------
      Total assets.....................................................      $     344,691        $     340,205
                                                                             =============        =============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current portion of long-term debt......................................      $         120        $         118
Current portion of deferred gain on sale of property...................                806                  805
Accrued interest payable...............................................              1,760                  413
Accounts payable and accrued expenses..................................             17,252               12,251
Tenant refundable entrance fees and security deposits..................              7,612                7,648
Other..................................................................                505                  574
                                                                             -------------        -------------
      Total current liabilities........................................             28,055               21,809
                                                                             -------------        -------------

Long-term debt, less current portion...................................             98,916               98,947
Convertible subordinated notes.........................................            100,000              100,000
Deferred lease liability...............................................              2,599                2,885
Deferred gain on sale of property, less current portion................             15,109               15,311
Deferred income taxes..................................................              6,795                4,927
                                                                             -------------        -------------
      Total liabilities................................................            251,474              243,879
                                                                             -------------        -------------

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 20,000 shares authorized, none issued.                  -                    -
Common stock, $.01 par value, 75,000 shares authorized, 11,576 and
    11,575 shares issued and outstanding at March 31, 2000 and
    December 31, 1999, respectively....................................                116                  116
Additional paid-in-capital.............................................             94,144               94,134
Accumulated earnings...................................................             21,312               18,224
Treasury stock, 1,725 and 1,266 common shares, respectively, at cost...            (22,355)             (16,148)
                                                                             -------------        -------------
      Total stockholders' equity.......................................             93,217               96,326
                                                                             -------------        -------------
      Total liabilities and stockholders' equity.......................      $     344,691        $     340,205
                                                                             =============        =============


See accompanying notes to consolidated financial statements.
</TABLE>

                                        4


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<CAPTION>


                                         BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                             (UNAUDITED)


                                                                Three months ended March 31,
                                                              --------------------------------
                                                                     2000               1999
                                                                  ----------          --------

<S>                                                             <C>                 <C>
REVENUE
Resident fees.............................................      $    27,435         $  23,778
Development fees..........................................            1,646             1,666
Management fees...........................................              207                73
                                                                -----------         ---------
       Total revenue......................................           29,288            25,517
                                                                -----------         ---------

EXPENSES
Facility operating........................................           14,890            12,792
General and administrative................................            1,495             1,158
Lease expense.............................................            6,812             6,288
Depreciation and amortization.............................            1,689             1,362
                                                                -----------         ---------
       Total operating expenses...........................           24,886            21,600
                                                                -----------         ---------
       Income from operations.............................            4,402             3,917
Interest income...........................................            2,685             1,546
Interest expense..........................................           (2,217)           (1,127)
                                                                -----------         ---------
       Income before income tax expense...................            4,870             4,336
Income tax expense........................................           (1,782)           (1,579)
                                                                -----------         ---------

       Net income.........................................      $     3,088         $   2,757
                                                                ===========         =========

Basic earnings per common share...........................      $      0.31         $    0.24
                                                                ===========         =========

Weighted average shares used for computing basic
    earnings per common share.............................            9,984            11,572
                                                                ===========         =========

Diluted earnings per common share.........................      $      0.26         $    0.24
                                                                ===========         =========

Weighted average shares used for computing diluted
    earnings per common share.............................           15,504            11,720
                                                                ===========         =========


See accompanying notes to consolidated financial statements.

</TABLE>

                                        5


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<TABLE>
<CAPTION>

                                         BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (IN THOUSANDS)
                                                             (UNAUDITED)


                                                                                    Three months ended March 31,
                                                                                   ------------------------------
                                                                                      2000                1999
                                                                                   ----------          ----------

<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income...........................................................       $       3,088       $        2,757
    Adjustments to reconcile net income to net cash provided by operating
    activities:
       Depreciation and amortization.....................................               1,689                1,362
       Deferred income taxes.............................................               1,782                1,477
       Change in deferred lease liability................................                (286)                 107
       Deferred gain on sale of property.................................                (202)                (201)
       Changes in:
          Accounts receivable............................................                (346)                (241)
          Prepaid expenses and other.....................................              (2,392)              (2,223)
          Accrued interest payable.......................................               1,347                  (25)
          Accounts payable and accrued expenses and other................               4,932                1,904
          Tenant refundable entrance fees and security deposits..........                 (36)                  30
                                                                                --------------      --------------
              Net cash provided by operating activities..................               9,576                4,947
                                                                                --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Decrease (increase) in lease security deposits and acquisitions......               3,412               (9,942)
    Decrease in cash and investments - restricted........................               2,187                  130
    Decrease (increase) in investment certificates - restricted..........               5,506               (7,191)
    Proceeds from sale of property under development, net................                   -                  140
    Property under development, net of related payables .................              (7,868)                (730)
    Payments received on notes receivable................................                   -                1,903
    Purchases of short-term investments..................................             (14,005)                   -
    Sales of short-term investments......................................              26,510                    -
    Additions to property, plant and equipment and reimbursable
       development costs, net of related accounts payable................             (12,543)              (1,878)
                                                                                --------------      --------------
              Net cash provided by (used in) investing activities........               3,199              (17,568)
                                                                                --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayment of long-term debt..........................................                 (29)                 (75)
    Proceeds from unsecured lines of credit..............................               4,000               27,700
    Repayment of unsecured lines of credit...............................              (4,000)             (14,600)
    Increase in letter of credit deposits, net...........................                   -                 (158)
    Payment of financing costs...........................................                (238)                (409)
    Proceeds from issuance of common stock...............................                  10                    -
    Purchases of treasury stock..........................................              (6,207)                   -
                                                                                --------------      --------------
              Net cash (used in) provided by financing activities........              (6,464)              12,458
                                                                                --------------      --------------
              Net increase (decrease) in cash and cash equivalents.......               6,311                 (163)
              Cash and cash equivalents at beginning of period...........                 638                1,065
                                                                                --------------       -------------
              Cash and cash equivalents at end of period.................       $       6,949       $          902
                                                                                ==============      ==============



See accompanying notes to consolidated financial statements.

</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                                         BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (IN THOUSANDS)
                                                             (UNAUDITED)



                                                                                    Three months ended March 31,
                                                                                   ------------------------------
                                                                                     2000                 1999
                                                                                     ----                 ----

<S>                                                                             <C>                <C>
Supplemental Disclosure of Cash Flow Information:

Interest paid, net of amounts capitalized.............................          $         870      $         1,152
                                                                                =============      ===============

Income taxes paid.....................................................          $          67      $             3
                                                                                =============      ===============

Supplemental Schedule of Noncash Investing and Financing
Activities:

In connection with property acquisitions and net lease transactions,
assets acquired and liabilities assumed were as follows:
     Fair value of assets acquired....................................          $           -      $        11,404
     Less - cash consideration paid...................................                      -               10,911
                                                                                -------------      ---------------

     Liabilities assumed..............................................          $           -      $           493
                                                                                =============      ===============



See accompanying notes to consolidated financial statements.

</TABLE>

                                        7

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (IN THOUSANDS, EXCEPT PER SHARE, UNITS AND SQUARE FOOT AMOUNTS)
                                   (UNAUDITED)

1.   ORGANIZATION

     Brookdale  Living  Communities,   Inc.  was  incorporated  in  Delaware  on
September 4, 1996 and commenced  operations  upon the  completion of the initial
public offering of its common stock on May 7, 1997.

     The consolidated financial statements of Brookdale Living Communities, Inc.
 and its subsidiaries (the "Company") include the properties owned or leased by
the Company.  The Company operates in the senior independent and assisted living
segment.  The  properties  owned,  leased or  managed  by the  Company  or under
construction as of March 31, 2000  (collectively,  the "Properties") are located
throughout the United States as indicated on the following table:

<TABLE>
<CAPTION>

Property Name                                        Date Owned or Leased       Location
-------------                                        --------------------       --------

Owned Facilities:
-----------------
<S>                                                  <C>                        <C>
The Heritage of Des Plaines                          May 7, 1997                Des Plaines, IL
The Devonshire                                       May 7, 1997                Lisle, IL
Hawthorn Lakes (1)                                   May 7, 1997                Vernon Hills, IL
Edina Park Plaza                                     May 7, 1997                Edina, MN

Leased Facilities:
------------------
The Hallmark                                         May 7, 1997                Chicago, IL
The Springs of East Mesa                             May 7, 1997                Mesa, AZ
The Gables at Brighton                               May 7, 1997                Rochester, NY
The Park Place                                       May 7, 1997                Spokane, WA
The Gables at Farmington                             November 24, 1997          Farmington, CT
The Classic at West Palm Beach                       December 18, 1997          West Palm Beach, FL
The Brendenwood Retirement Community                 December 22, 1997          Voorhees, NJ
Kenwood of Lake View (formerly Harbor Village)       March 6, 1998              Chicago, IL
The Atrium of San Jose                               May 12, 1998               San Jose, CA
Chatfield                                            July 2, 1998               West Hartford, CT
Ponce de Leon                                        October 21, 1998           Santa Fe, NM
Woodside Terrace                                     December 22, 1998          Redwood City, CA
River Bay Club                                       January 19, 1999           Quincy, MA
Berkshire of Castleton (formerly Oakleaf Village)    September 14, 1999         Indianapolis, IN
Devonshire (formerly Benchmark) of Hoffman Estates   December 22, 1999          Hoffman Estates, IL

Managed Facilities:
-------------------
The Island on Lake Travis                                                       Lago Vista, TX
The Kenwood                                                                     Minneapolis, MN
Heritage at Gaines Ranch (2)                                                    Austin, TX
Heritage at Southfield (2)                                                      Southfield, MI
The Meadows of Glen Ellyn (2)                                                   Glen Ellyn, IL

Development Projects Under Construction (3):
--------------------------------------------
Raleigh, North Carolina
New York (Battery Park City), New York
Pittsburgh (Mount Lebanon), Pennsylvania

(1)      The Willows, a 54-unit assisted living addition to the Hawthorn Lakes facility, commenced operations in July 1999.
(2)      These projects were developed by the Company and are being managed by the Company for third party owners.
(3)      The Company is developing these projects for third party owners.

</TABLE>

                                        8


<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments considered necessary
for a fair presentation  have been included.  Operating results for such interim
periods are not necessarily indicative of the results that may be expected for a
full fiscal  year.  For further  information  regarding  significant  accounting
policies, please refer to the financial statements and footnotes thereto for the
period ended  December 31, 1999 included in the Company's  Annual Report on Form
10-K, as filed with the Securities and Exchange Commission on March 30, 2000.

     Principles of Consolidation

     The consolidated  financial  statements include the financial statements of
Brookdale   Living   Communities,   Inc.   ("Company")   and  its   wholly-owned
subsidiaries.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

     Use of Estimates

     The preparation of the consolidated financial statements in accordance with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect  amounts  reported in the  consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates.

     Development Fees

     Development  fees related to  development  activities for projects owned by
third  parties  are  earned  over the  term of the  development.  Such  fees are
recognized  as revenues as the  development  services  are provided to the owner
during the pre-construction and construction periods.

     Reclassifications

     Certain  prior period  amounts have been  reclassified  to conform with the
current financial statement presentation.

3.   RECENT DEVELOPMENTS

     During March 2000,  the Company  opened the 234-unit  Meadows of Glen Ellyn
located in Glen Ellyn,  Illinois,  which was developed by the Company and is now
being managed by the Company for a third party owner.

     On September 8, 1999,  the  Company's  Board of  Directors  authorized  the
Company to purchase  up to 2,000  shares of its common  stock.  During the three
months ended March 31, 2000,  the Company  purchased  459 shares at an aggregate
purchase  price of $6,207.  Total shares  repurchased by the Company as of March
31, 2000, were 1,725 shares of which 1,600 shares were  repurchased  pursuant to
the Board authorized program.

     The Company has entered into  interest  rate lock  agreements  on behalf of
third party owners of  development  projects  with respect to interest  rates on
floating  rate  construction  debt.  The  agreements  are  designed to limit the
exposure to movements in floating interest rates on the development construction
project  loans,  and the Company is to be  reimbursed by the third party for any
payments  made  pursuant  to  the   agreements.   The  notional  amount  of  the
construction  loans being hedged is $53,500,  and the approximate  fair value of
such hedging contracts was $1,379 at March 31, 2000.

     In connection with the replacement credit  enhancements  obtained to secure
the payment of principal and interest on the $65,000 of tax-exempt bonds secured
by The  Devonshire and The Heritage of Des Plaines and the $15,040 of tax exempt
bonds secured by Edina Park Plaza, the Company  purchased $65,000 and $15,040 of
interest rate caps, with a strike price of 6.35% and 6.58%, a fair value of $188
and $48 at March 31, 2000 and an expiration date of June 1, 2004 and December 1,
2004,  respectively.  The Company's  reimbursement  obligations are non-recourse
obligations secured by mortgages on the facilities; provided, however, Brookdale
Living  Communities,  Inc. has a  guaranteed  reimbursement  obligation  for The
Devonshire  and The  Heritage  of Des  Plaines  facilities  which is  limited to
$4,000.

                                       9

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

4.   INCOME TAXES

     Income tax expense  differs from the amounts  computed by applying the U.S.
federal  income tax rate of 34% to income before income tax expense  principally
as a  result  of  non-taxable  amortization  of the  deferred  gain on sale of a
property and state income taxes.

5.   EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share for the three months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                                                            Three months ended March 31,
                                                                           ------------------------------
                                                                             2000                 1999
                                                                            -------               ------

       <S>                                                                 <C>                  <C>
       Numerator:
       Numerator for basic earnings per common share                       $   3,088            $  2,757
       Interest expense on convertible
           subordinated notes, net of tax                                        941                   -
                                                                           ---------           ---------
       Numerator for diluted earnings per share                            $   4,029           $   2,757
                                                                           =========           =========

       Denominator:
        Denominator for basic earnings per common share -
          weighted-average shares                                              9,984              11,572
        Effect of dilutive securities:
           Employee stock options                                                 41                 148
           Warrants                                                                -                   -
           Convertible subordinated notes                                      5,479                   -
                                                                           ---------           ---------
         Denominator for diluted earnings per common share-adjusted
               weighted-average shares and assumed conversions                15,504              11,720
                                                                           =========           =========

       Basic earnings per common share                                     $    0.31           $    0.24
                                                                           =========           =========

       Diluted earnings per common share                                   $    0.26           $    0.24
                                                                           =========           =========

</TABLE>

6.   PRO FORMA INFORMATION

     The following unaudited pro forma condensed and consolidated  statements of
operations  are  not  necessarily  indicative  of what  the  actual  results  of
operations of the Company would have been assuming the Company had leased all of
the Leased Facilities,  issued 11,575 shares, purchased 1,725 shares of treasury
stock  and  issued  $100,000  of  5.5%  convertible  subordinated  notes  at the
beginning of each period presented, nor do they purport to represent the results
of operations of the Company for future periods.

                                                   Three months ended March 31,
                                                  ------------------------------
                                                         2000         1999
                                                        -----        -----

         Revenue                                     $  29,288    $  28,148
         Net income                                      3,088        2,699
         Basic earnings per share                         0.31         0.27
         Diluted earnings per share                       0.26         0.24

    The pro forma information does not include interest income on available cash
from the proceeds of the 5.5% convertible subordinated notes.

7.   SUBSEQUENT EVENTS

     On April 20,  2000,  The Prime  Group,  Inc.  ("Prime")  and certain of its
affiliates   agreed  to  sell  3,929  shares  of  the  Company's  common  stock,
representing  approximately  39.9% of the  Company's  outstanding  shares,  in a
privately  negotiated  transaction to an affiliate of Fortress  Investment  Fund
("Fortress"),  for an aggregate purchase price of $58,940,  or $15 per share. In
addition, Fortress has agreed to purchase from Michael W. Reschke, the Company's
Chairman and the principal  shareholder of Prime, an additional 75 shares of the
Company's  common  stock which Mr.  Reschke has the option to  purchase,  for an
aggregate purchase price of $1,125, or $15 per share.  Completion of the sale is
subject to certain customary closing  conditions  including  satisfaction of the
applicable  requirements of the  Hart-Scott-Rodino  Antitrust  Improvements Act.
Upon completion of the sale, Mr. Reschke will resign from the Company's board of
directors, and two of Fortress' designees will be elected to the Company's board
to fill  the  vacancy  created  by Mr.  Reschke's  resignation  and to fill  the
currently existing vacancy on the Board.

     The transaction  was approved by an independent  committee of the Company's
board based on, among other things,  the execution of a standstill  agreement by
Fortress. The standstill agreement provides that Fortress may not acquire during
its term

                                       10


<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

additional  Company common stock or engage in other activity designed to acquire
control of the Company,  except in the context of a cash tender offer for all of
the Company's shares at a price not less than $15 per share,  which cannot occur
without the Board's  consent  prior to July 5, 2000.  The  standstill  agreement
terminates on May 14, 2002, but may terminate  earlier if,  Fortress  acquires a
majority of the Company's  common stock  pursuant to a cash tender offer for all
of the  Company's  shares at a price not less than $15 per share,  which  tender
offer may not be commenced prior to July 5, 2000 without the Board's consent.

     On April 24, 2000, the Company obtained a $9,000  construction loan secured
by the 82-unit skilled nursing  addition to The Devonshire  facility  located in
Lisle,  Illinois.  The loan bears  interest  at a variable  rate minus  one-half
percent, payable in monthly installments of interest only, and matures March 31,
2003.  Brookdale  Living  Communities,  Inc.,  has  a  guaranteed  reimbursement
obligation  under  the  loan  until  the  facility  meets  certain   performance
requirements.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS AND SHARE AMOUNTS IN THOUSANDS).

     The following discussion is based on and should be read in conjunction with
the  Consolidated  Financial  Statements of the Company as of March 31, 2000 and
December  31,  1999 and for the three  months  ended  March  31,  2000 and 1999,
including the related notes, and other information  appearing  elsewhere in this
Form 10-Q.  Historical  results and any apparent  percentage  relationships with
respect thereto are not necessarily indicative of future operations.

CAUTIONARY STATEMENTS

     This quarterly  report on Form 10-Q contains  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. When
used in this report, the words "believes," "expects," "anticipates," "estimates"
and  similar  words  and   expressions   are  generally   intended  to  identify
forward-looking  statements.  Statements  that  describe  the  Company's  future
strategic  plans,  goals  or  objectives  are also  forward-looking  statements.
Readers  of this  report  are  cautioned  that any  forward-looking  statements,
including  those  regarding the intent,  belief or current  expectations  of the
Company or  management,  are not  guarantees of future  performance,  results or
events and involve risks and  uncertainties  and that actual  results and events
may differ materially from those in the  forward-looking  statements as a result
of various factors, including, but not limited to:

     -    general  economic  conditions  in the  markets  in which  the  Company
          operates;
     -    competitive  pressures within the industry or the markets in which the
          Company operates;
     -    the  successful  completion  of the  acquisition  of facilities by the
          Company,  the  successful  completion of development  activities,  the
          successful   integration  of  newly  acquired,   leased  or  developed
          facilities with the operations of the Company's  existing  facilities,
          fluctuations in operating  results or occupancy  levels in the markets
          in which the Company competes, or unanticipated changes in expenses or
          capital expenditures;
     -    the  effect  of  future  legislation  or  regulatory  changes  on  the
          Company's operations; and
     -    other factors  described  from time to time in the  Company's  filings
          with the Securities and Exchange Commission,  including this Form 10-Q
          and the Company's 1999 Annual Report on Form 10-K.

The  forward-looking  statements included in this report are made only as of the
date hereof.  Except as required by law, the Company undertakes no obligation to
update  such   forward-looking   statements  to  reflect  subsequent  events  or
circumstances.

OVERVIEW

     Brookdale  provides  independent  and assisted  living  services to seniors
through  its owned,  leased or managed  facilities.  As of March 31,  2000,  the
Company operated 24 senior independent and assisted living facilities containing
a total of approximately  5,328 units. Four facilities are owned by the Company,
15  facilities  are leased by the Company and five  facilities  (one of which is
owned by an  affiliate  of The Prime  Group,  Inc.  ("PGI"))  are managed by the
Company pursuant to management  contracts.  The Company's senior independent and
assisted living facilities offer residents a supportive,  "home-like" setting as
well as assistance  with  activities of daily living.  By providing  residents a
range of service  options as their needs  change,  the Company  seeks to achieve
greater  continuity  of care,  enabling  senior  residents to  age-in-place  and
thereby  maintain  their stay for a longer  time  period.  The  ability to allow
residents to  age-in-place  is beneficial to the Company's  residents as well as
their families who are burdened with care decisions for their elderly relatives.

     The Company derives its revenues from resident fees,  development  fees and
management fees.  Resident fees consist of charges for leasing units,  providing
basic care  services  and, in certain  instances,  providing  supplemental  care
services to residents. Basic care services generally include meals, housekeeping
services  within  the  resident  units,  social  and  recreational   activities,
scheduled  transportation to medical centers and shopping,  security,  emergency
call response, and access to on-site medical education and wellness programs. In
addition to basic care services, the Company offers custom tailored supplemental
care  services  for  residents  who  desire  or  need  such  services.  Optional
supplemental  care services include  check-in  services and escort and companion
services,  and,  depending on the  particular  facility and as dictated by state
licensing requirements,  the Company also provides assistance with activities of
daily living, such as dressing, bathing, eating and medication administration or

                                       11

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

reminders.  The  Company  may  expand its  supplemental  service  offerings,  as
permitted  by  applicable  state  licensing  requirements,  in order to  capture
incremental revenue and enable its residents to remain in its facilities longer.
Resident fees  typically are paid monthly by residents,  their families or other
responsible parties. As of March 31, 2000, over 99% of the Company's revenue was
derived from private pay sources.

     The Company derives  additional  revenue from  development  fees associated
with  developing   senior   independent  and  assisted  living   facilities  for
unaffiliated  third parties and management fees for managing senior  independent
and assisted living facilities pursuant to management contracts. Management fees
typically range from 3.0% to 5.0% of a managed  facility's total gross revenues.
Fees are recognized as revenues when services are rendered.

     The  Company   classifies   its  operating   expenses  into  the  following
categories:  (i) facility operating  expenses,  which include facility personnel
payroll and related costs, food,  marketing,  other direct facility expenses and
real estate taxes;  (ii) general and  administrative  expenses,  which primarily
include  corporate and other  overhead  costs;  (iii) lease  expenses;  and (iv)
depreciation and amortization.

COMPARISON  OF THREE MONTHS ENDED MARCH 31, 2000 TO THREE MONTHS ENDED MARCH 31,
1999

     For the three months ended March 31, 2000,  results  reflect the operations
of the  Company's  24  facilities.  For the three  months  ended March 31, 1999,
results reflect the operations of 19 facilities.

     Revenue.  Total revenue  increased by $3,771,  or 14.8%, to $29,288 for the
three months ended March 31, 2000 when  compared to the three months ended March
31, 1999.  Resident  fees  increased  by $3,657,  or 15.4%,  to $27,435.  Of the
increase in total revenue, $993 (or a "same store" increase of 4.4%) reflects an
increase in resident fees at the facilities  that have been operated during both
periods,  which  resulted  primarily  from  increases in monthly  charges  under
residency  agreements.  $2,664 of such increase reflects revenue from facilities
first leased  after March 31,  1999.  The  remaining  $114 of the total  revenue
increase  reflects  increased  revenue from management fees for facilities being
managed by the Company for  third-party  owners  offset by a decrease in revenue
from development fees.

     Operating Expenses. Total operating expenses increased by $3,286, or 15.2%,
to $24,886 for the three months ended March 31, 2000 when  compared to the three
months ended March 31, 1999. Facility operating expenses increased by $2,098, or
16.4%, to $14,890  primarily due to the expenses  associated with the facilities
first leased after March 31, 1999.

     General and  administrative  expense increased by $337, or 29.1%, to $1,495
for the three  months  ended  March 31, 2000 when  compared to the three  months
ended March 31, 1999 due to  increased  personnel  at the  corporate  office and
increased costs associated with the Company's branding and marketing efforts.

     Lease  expense  increased by $524,  or 8.3%, to $6,812 for the three months
ended March 31, 2000 when  compared to the three months ended March 31, 1999 due
primarily to the lease expense associated with the facilities first leased after
March 31, 1999.  Depreciation and  amortization  increased by $327, or 24.0%, to
$1,689 for the three  months  ended  March 31,  2000 when  compared to the three
months ended March 31, 1999. This increase  primarily  reflects the depreciation
of additional  furniture,  fixtures and  equipment at the  corporate  office and
improvements at the facilities.

     Interest  income  increased  by $1,139,  or 73.7%,  to $2,685 for the three
months  ended March 31, 2000 when  compared to the three  months ended March 31,
1999 due to the  investment of the net proceeds from the issuance,  in May 1999,
of $100,000 of 5.5% convertible  subordinated notes due 2009, and an increase in
various lease security deposits and investment certificates-restricted.

     Interest  expense  increased by $1,090,  or 96.7%,  to $2,217 for the three
months  ended March 31, 2000 when  compared to the three  months ended March 31,
1999  due  to the  issuance,  in May  1999,  of  $100,000  of  5.5%  convertible
subordinated  notes due 2009 partially  offset by a decrease in borrowings under
the lines of credit.

     Net  Income.  For the three  months  ended  March  31,  2000,  the  Company
generated  net income of $3,088,  as  compared to a net income of $2,757 for the
three months  ended March 31,  1999,  due to the changes in revenue and expenses
described above.

LIQUIDITY AND CAPITAL RESOURCES

     Since the formation of the Company on May 7, 1997, the Company has financed
its growth from  issuance  of common  stock,  borrowings  under lines of credit,
issuance of convertible  subordinated notes, entering into operating leases with
third parties and cash generated from the operation of the facilities.

     At March 31, 2000, the Company had $6,949 in cash and cash equivalents.

                                       12

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

     Cash and cash  equivalents  (which does not include cash and  investments -
restricted of $7,648,  investment certificates - restricted of $30,131 and lease
security deposits of $89,323) increased by $6,311 to $6,949 at March 31, 2000 as
compared to December 31, 1999  primarily due to cash  generated  from  operating
activities,  decreases in lease  security  deposits,  investment  certificates -
restricted,  restricted cash and investments, and short-term investments, offset
by an increase in property under development, reimbursable development costs and
purchase of treasury stock.

     Net cash provided by operating  activities for the three months ended March
31, 2000 totaled  $9,576 as a result of  increased  facility  operations  before
depreciation  and  amortization  and  the  commencement  of  the  lease  of  the
Devonshire of Hoffman Estates facility leased December 22, 1999.

     Net cash  provided by  investing  activities  totaled  $3,199 for the three
months ended March 31, 2000.  Investing  activities  included cash received from
decreased  lease  security  deposits  of  $3,412,   investment   certificates  -
restricted of $5,506,  and cash and investments - restricted of $2,187,  and the
net sale of short term investments of $12,505,  offset by cash paid for property
under development of $7,868 and an increase in additions to property,  plant and
equipment and reimbursable development costs of $12,543.

     Net cash used in financing activities was $6,464 for the three months ended
March 31,  2000 of which  $6,207 was used to  purchase  459  shares of  treasury
stock.

COMPANY INDEBTEDNESS

     As of March 31, 2000 and December 31, 1999 the Company's  debt was $199,036
and  $199,065,  respectively.  The  decrease is  primarily  attributable  to the
payments  for a mortgage  note  payable.  As of March 31, 2000 and  December 31,
1999, the Company had $86,040 of variable rate long-term  indebtedness  of which
$80,040 was in the form of variable rate  tax-exempt  bonds.  The interest rates
(exclusive of credit enhancement and other fees) on the variable rate tax-exempt
bonds were 3.8% and 5.5% at March 31, 2000 and December  31, 1999,  respectively
(the  average  interest  rate was 3.7% and 3.4%,  for the period ended March 31,
2000 and the year ended  December  31, 1999,  respectively),  and are subject to
interest  rate caps.  The  tax-exempt  bonds  contain  covenants  requiring  the
facilities to maintain a minimum number of units for income qualified residents.

     The  Company  established  a new line of credit in the amount of $35,000 on
August 1, 1999 and has an effective "shelf"  registration  statement pursuant to
which the  Company may issue up to  $200,000  of equity or debt  securities.  In
November  1998,  the Company issued $33,000 of common stock leaving a balance of
$167,000  that the  Company  may issue in the  future.  In order to achieve  its
growth  plans,  the Company will be required to obtain a  substantial  amount of
additional  financing.  The Company anticipates that it may use a combination of
additional equity and debt financing, lease transactions and cash generated from
operations to fund its acquisition and development activities.

ACQUISITION AND DEVELOPMENT ACTIVITIES

     The  Company  currently  plans  to  commence  development  of 3  to  4  new
facilities per year on behalf of third party owners containing approximately 220
units each and focus its future  acquisition/lease  strategy to larger portfolio
transactions.  However, the Company may acquire or lease individual  facilities.
The Company  anticipates that new  developments  will require 8 to 10 months for
pre-construction development, 12 to 14 months for construction and approximately
12 to 18  months  after  opening  to  achieve  a  stabilized  occupancy  rate of
approximately 95%. The total construction costs,  including  construction period
financing  costs and  operating  deficits  during the lease-up  period,  for the
220-unit prototype are estimated to be approximately  $35,000,  or approximately
$159 per unit. At March 31, 2000, the Company had 7 sites under  development for
third parties for senior independent and assisted living facilities,  3 of which
were under construction. The Company's estimated capital expenditures related to
sites  under   development  is   approximately   $12,000  to  $14,000.   Capital
expenditures related to the Company's existing facilities, including the 82-unit
skilled  nursing center  adjacent to The Devonshire  facility  located in Lisle,
Illinois, currently under construction, are estimated to be approximately $4,000
to $6,000 for the remainder of 2000.

     In 1998,  the  Company  established  a $100,000  credit  facility  with The
Capital  Company of America LLC  (successor-in-interest  to Nomura Asset Capital
Corporation) ("Lender") pursuant to which the Lender agreed to provide financing
of up to an  aggregate of $100,000  for  projects,  developed by the Company for
third  parties.  In 1998,  an  aggregate  $51,000  of the  credit  facility  was
committed to the Austin, Texas and Southfield,  Michigan  development  projects,
both of which  opened in August 1999.  During  2000,  the Company and the Lender
commenced   discussions  to  amend  the  credit  facility  and  the  loans  made
thereunder.  In  general,  the  amendment  would  provide for the funding of the
Pittsburgh,  Pennsylvania development project being developed for a third party,
no  further  obligation  of the Lender to fund  under the  $100,000  commitment,
elimination  of the Lender's  obligation to fund the  permanent  loans under the
credit facility and elimination of the Company's loan resizing obligation on the
Austin, Texas and Southfield, Michigan loans. There can be no assurance that the
Company will be able to execute the amendment or obtain the financing  necessary
for its acquisition and development programs.

                                       13

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

     The  Company's  growth plan includes the  acquisition  or lease of existing
independent  and  assisted  living  facilities.  The  success  of the  Company's
acquisitions  will be  determined by numerous  factors,  including the Company's
ability  to  identify  suitable  acquisition  candidates,  competition  for such
acquisitions,  the purchase  price,  lease terms and  conditions,  the financial
performance of the facilities  after  acquisition and the ability of the Company
to integrate and operate acquired facilities  effectively.  Any failure to do so
may  have a  material  adverse  effect  on  the  Company's  business,  financial
condition, revenues and earnings.

     The Company's  development  programs are dependent on a variety of factors,
including the ability to identify and purchase suitable  development  sites, the
ability to obtain suitable third-party financing, the ability to locate suitable
contractors to construct the  facilities,  the ability to obtain required zoning
and permits, and the ability to complete and lease-up the facilities on schedule
and within budget.

     Some  financing  obtained in the future is  expected  to contain  terms and
conditions and  representations and warranties that are customary for such loans
and may contain financing  covenants and other restrictions that (i) require the
Company to meet certain financial tests and maintain certain amounts of funds in
escrow,  (ii) limit,  among other  things,  the ability of the Company to borrow
additional  funds,  dispose of assets  and  engage in mergers or other  business
combinations and (iii) restrict the ability of the Company to operate  competing
facilities within certain distances from mortgaged  facilities.  There can be no
assurance that financing for the Company's  acquisition and development programs
will be available to the Company on acceptable  terms or at all. A lack of funds
may  require the Company to delay or  eliminate  all or some of its  development
projects  and  acquisition  plans and could  therefore  have a material  adverse
effect on the ability of the Company to meet its growth  plans and its  business
plan and on the Company's financial condition and result of operations.

     To date,  the Company's  ability to increase cash flow to meet rising costs
has not been  adversely  affected in any material way by existing,  or proposed,
rent control  ordinances.  Rent control  ordinances may not be applicable to the
Company's  facilities due to the services  provided for the monthly fees charged
to its  residents.  If the  Company's  facilities  were  subject to rent control
ordinances,  an imposed  limitation  on the  resident  fees that the Company may
charge at any such  facility  could  impair  the  Company's  ability to meet any
rising costs of operating the facility.

COMPETITION

     The long-term care industry is highly  competitive  and the independent and
assisted  living  segment is  becoming  increasingly  competitive.  The  Company
competes  with many other  providers of  long-term  care  alternatives,  such as
not-for-profit organizations,  home health care agencies, facility-based service
programs, retirement communities, convalescent centers and other independent and
assisted living providers.  In pursuing the Company's development and operations
strategies,  the Company has  experienced  and expects to continue to experience
increased   competition  in  its  efforts  to  develop  and  acquire  and  lease
independent and assisted living facilities.  Consequently,  the Company can give
no assurance that it will not encounter  increased  competition that could limit
its  ability to attract  residents  or expand its  business,  which could have a
material adverse effect on its revenues and earnings.

IMPACT OF INFLATION

     Resident fees from senior  independent and assisted living facilities owned
or leased by the Company, management fees from facilities managed by the Company
for third parties and development fees from facilities  developed by the Company
for third parties are the Company's  primary sources of revenue.  These revenues
are affected by monthly  resident fee rates and facility  occupancy  rates.  The
rates charged for senior  independent  and assisted  living  services are highly
dependent upon local market conditions and the competitive  environment in which
the facilities operate.  Substantially all of the Company's residency agreements
allow for adjustments in the monthly fees payable thereunder not less frequently
than every 12 or 13 months,  thereby  enabling the Company to seek  increases in
monthly fees due to inflation,  demand or other factors. Any such increase would
be subject to market and competitive conditions. The Company believes,  however,
that the  ability  to adjust  the  monthly  fees  payable  under  the  residency
agreements  on an annual  basis  serves to reduce the risk to the Company of the
adverse effect of inflation.  In addition,  employee  compensation  expense is a
principal  cost element of facility  operations and is also dependent upon local
market conditions. There can be no assurance that resident fees will increase or
that costs will not increase due to inflation or other causes.  In addition,  at
March 31,  2000,  approximately  $86,040 in  principal  amount of the  Company's
indebtedness bore interest at a floating rate. The Company's  exposure to rising
interest  rates is  mitigated  by using  interest  rate caps on  $80,040  of its
floating rate debt. Inflation,  and its impact on floating interest rates, could
affect the amount of interest payments due on such indebtedness.

YEAR 2000

     The Company  implemented  a program to assess,  remediate  and mitigate the
potential  impact of the Year 2000 Issue  throughout the Company.  The Company's
program  was   structured   to  address  its  internal   computer   systems  and
applications, network services operations, facilities operations and third-party
vendors and suppliers.  As a result of the planning and

                                       14

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

implementation efforts, the Company did not experience any disruption due to the
Year 2000  Issue.  During  2000,  the  Company  is  continuing  to  upgrade  its
accounting,  human resources,  property management and marketing systems to meet
its  internal  and  external  needs.  Through  March 31,  2000,  the Company had
capitalized  approximately  $5,084  upgrading  such  systems.  The Company  will
continue to monitor its  computer  systems and  applications,  network  services
operations,  facilities  operations  and  third-party  vendors and  suppliers to
ensure that any Year 2000 Issues are addressed promptly.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The  Company  is  exposed  to  interest  rate risk  primarily  through  its
borrowing and leasing  activities.  The Company's  interest rate risk management
objective  is to limit the impact of interest  rate changes on earnings and cash
flows and to lower its overall  costs.  To achieve its  objectives,  the Company
borrows and leases at fixed rates and may enter into  swaps,  caps and  treasury
locks to mitigate  its  interest  rate risk on a related  financial  instrument.
There is  inherent  risk from  borrowings  and  leasing  as they  mature and are
renewed at current market rates.  The extent of this risk is not quantifiable or
predictable  because  of the  variability  of  future  interest  rates  and  the
Company's  future  financing  requirements.  The  Company  does not  enter  into
financial instruments transactions for trading or other speculative purposes.

     The Company's  long-term debt and related  contracts to limit interest rate
risk at March 31, 2000 are as follows:



<TABLE>
<CAPTION>
                                                                                         Interest Rate Cap
                                                                          -------------------------------------------
                                               Rate at                    Fixed                Approximate Fair Value
                               Amount     March 31, 2000      Maturity    Rate    Maturity        at March 31, 2000
                               ------     --------------      --------    ----    --------    -----------------------

<S>                            <C>             <C>               <C>        <C>      <C>         <C>
Fixed rate debt:
     Convertible subordinated
       notes...................$ 100,000       5.5%              2009       -          -         $       -
     Mortgage Loan.............   12,996     8.525%              2027       -          -                 -
                               ---------
                                112,996

Variable rate debt:
     LIBOR plus 1.625%.........    6,000     7.721%              2002       -          -                 -
     Tax-exempt................   65,000      3.96%         2019-2025       6.35%   6/1/04             188
     Tax-exempt................   15,040      3.85%              2029       6.58%  12/1/04              48
                               ---------    =======              ====       =====  =======         -------
                                  86,040
                               ---------

Total.........................$  199,036                                                         $     236
                              ==========                                                         =========

</TABLE>

     If interest rates on the Company's variable rate debt, including tax-exempt
bonds,  increased  by 1 percentage  point as of December  31,  1999,  the annual
interest expense would increase by approximately $860.

     Lease  expense - The Company has entered into  operating  leases which have
fixed terms and are subject to renewal at the option of the Company. The Company
has an option to purchase  the  properties  prior to or at the end of the lease.
The lease for four of the facilities  requires the payment of additional rent of
10% of the amount by which the revenue  generated from the facilities during the
applicable year exceeds the revenues generated from the facilities during 1998.

                                       15

<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES


PART II:  OTHER INFORMATION

     ITEM 1.   Legal Proceedings.

               No  material  developments  with  respect  to  legal  proceedings
               occurred during the period covered by this quarterly report.

     ITEM 2.   Changes in Securities and Use of Proceeds.

               None

     ITEM 3.   Defaults Upon Senior Securities.

               None

     ITEM 4.   Submission of Matters to a Vote of Security Holders.

               None

     ITEM 5.   Other Information.

               None

     ITEM 6.   Exhibits and Reports on Form 8-K.


(a)  EXHIBITS:
                                  EXHIBIT INDEX

      EXHIBIT
      NUMBER                       DESCRIPTION
      -------                      -----------

        3.1         Restated  Certificate of  Incorporation  of Brookdale Living
                    Communities, Inc., as filed with the Securities and Exchange
                    Commission  on June 16, 1997 as Exhibit 3.1 to the Company's
                    Form 10-Q for the  period  ended  March 31,  1997  (File No.
                    0-22253) and incorporated herein by reference.

        3.2         Amended   and   Restated   By-laws   of   Brookdale   Living
                    communities, Inc., as filed with the Securities and Exchange
                    Commission  on June 16, 1997 as Exhibit 3.2 to the Company's
                    Form 10-Q for the  period  ended  March 31,  1997  (File No.
                    0-22253) and incorporated herein by reference.

        4.1         Form of certificate  representing  Common Stock of Brookdale
                    Living  Communities,  Inc., as filed with the Securities and
                    Exchange  Commission  on March 17, 1997 as Exhibit  10.14 to
                    the   Company's   Registration   Statement   on   Form   S-1
                    (Registration  No.  333-12259)  and  incorporated  herein by
                    reference.

        12          Computation of Ratio of Earnings to Fixed Charges.

        27          Financial Data Schedule.

                                       16


<PAGE>

               BROOKDALE LIVING COMMUNITIES, INC. AND SUBSIDIARIES

(b)   REPORTS ON FORM 8-K:

     No  reports  on Form 8-K were  filed  during  the  period  covered  by this
quarterly report.

                                       17

<PAGE>



                                   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 thereunto duly authorized.


                                       BROOKDALE LIVING COMMUNITIES, INC.
                                       Registrant


Date:  May 15, 2000                    /s/ Mark J. Schulte
       ------------------              ------------------------------------
                                       Mark J. Schulte
                                       President and
                                       Chief Executive Officer


Date:  May 15, 2000                    /s/ R. Stanley Young
       ------------------              ------------------------------------
                                       R. Stanley Young
                                       Executive Vice President,
                                       Chief Financial Officer and Treasurer

                                       18