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                                                                     EXHIBIT 3.1
 
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                      BROOKDALE LIVING COMMUNITIES, INC.


          Brookdale Living Communities, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify:

          FIRST:  That the present name of the Corporation is Brookdale Living
Communities, Inc. and its original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on September 4, 1996 (the
"Original Certificate of Incorporation").

          SECOND:  That, by written consent in lieu of a meeting of the Board of
Directors of said Corporation pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law"), resolutions were duly adopted setting forth a proposed restated
certificate of incorporation of said Corporation (the "Restated Certificate of
Incorporation") and recommending that such Restated Certificate of Incorporation
be approved by the sole stockholder of said Corporation.

          THIRD:  That thereafter, by written consent in lieu of a special
meeting of the sole stockholder of the Corporation pursuant to Section 228(a) of
the Delaware General Corporation Law, the sole stockholder of the Corporation
adopted a resolution approving the Restated Certificate of Incorporation.

          FOURTH:  That this Restated Certificate of Incorporation restates and
amends the Original Certificate of Incorporation, and has been duly adopted in
accordance with Sections 242 and 245 of the Delaware General Corporation Law.

          FIFTH:  That the text of the Original Certificate of Incorporation is
hereby restated and amended to read in its entirety as follows:

                                   ARTICLE 1
                                     NAME

          The name of this corporation is BROOKDALE LIVING COMMUNITIES, INC.
(the "Corporation").

                                   ARTICLE 2
                          REGISTERED OFFICE AND AGENT

          The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington,
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County of New Castle, State of Delaware 19801.  The name of its registered agent
at such address is The Corporation Trust Company.

                                   ARTICLE 3
                              PURPOSE AND POWERS

          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (as amended, restated, supplemented or otherwise
modified from time to time, the "Delaware General Corporation Law").  The
Corporation shall have all power necessary or convenient to the conduct,
promotion or attainment of such acts and activities.

                                   ARTICLE 4
                                 CAPITAL STOCK

          4.1 AUTHORIZED SHARES.

          The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 95,000,000 of which 75,000,000
shares shall be Common Stock, having a par value of $0.01 per share ("Common
Stock"), and 20,000,000 shares shall be Preferred Stock, having a par value of
$0.01 per share ("Preferred Stock").

          4.2 COMMON STOCK.

              4.2.1  Relative Rights.  The Common Stock shall be subject to
all of the rights, privileges, preferences and priorities of the Preferred Stock
as set forth in the certificate(s) of designations filed to establish the
respective classes or series of Preferred Stock.  Each share of Common Stock
shall have the same relative rights as and be identical in all respects to all
the other shares of Common Stock.

              4.2.2  Dividends.  Whenever there shall have been paid, or
declared and set aside for payment, to the holders of shares of any class of
capital stock having preference over the Common Stock as to the payment of
dividends, the full amount of dividends and of sinking fund or retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of capital stock entitled to participate therewith as to
dividends, out of any assets legally available for the payment of dividends
thereon, but only when and as declared by the Board of Directors of the
Corporation.

              4.2.3  Dissolution, Liquidation, or Winding Up. In the event
of any dissolution, liquidation, or winding up of the Corporation, whether
voluntary or involuntary, the holders of the Common Stock, and holders of any
class or series of capital stock

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entitled to participate therewith, in whole or in part, as to the distribution
of assets in such event, shall become entitled to participate in the
distribution of any assets of the Corporation remaining after the Corporation
shall have paid, or provided for payment of, all debts and liabilities of the
Corporation and after the Corporation shall have paid, or set aside for payment,
to the holders of any class of capital stock having preference over the Common
Stock in the event of dissolution, liquidation, or winding up of the Corporation
the full preferential amounts (if any) to which they are entitled.

               4.2.4  Voting Rights.  Each holder of shares of Common Stock
shall be entitled to attend all special and annual meetings of the stockholders
of the Corporation and, share for share and without regard to class, together
with the holders of all other classes of capital stock entitled to attend such
meetings and to vote (except any class or series of capital stock having special
voting rights), to cast one vote for each outstanding share of Common Stock so
held upon any matter or thing (including, without limitation, the election of
one or more directors) properly considered and acted upon by the stockholders.

          4.3 PREFERRED STOCK.

          The Board of Directors is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of this
Restated Certificate of Incorporation, to provide, by resolution or resolutions
from time to time and by filing a certificate(s) pursuant to the Delaware
General Corporation Law, for the issuance of the shares of Preferred Stock in
one or more classes or series, to establish from time to time the number of
shares to be included in each such class or series, to fix the voting powers,
designations, preferences and relative participating, optional, or other special
rights of the shares of each such class or series and to fix the qualifications,
limitations, or restrictions thereof.  Each share of each such class or series
of Preferred Stock shall have the same relative rights as and be identical in
all respects to all other shares of the same class or series.

                                   ARTICLE 5
                              BOARD OF DIRECTORS

          5.1 NUMBER; ELECTION; AND CLASSIFICATION.

          The number of directors of the Corporation shall be not less than two
nor more than eleven, the exact number of directors to be fixed from time to
time by or in the manner provided in the By-laws of the Corporation.  The Board
of Directors of the Corporation shall be divided into three classes, each class
consisting of approximately one-third of the total number of directors.  The
term of office of each class shall be three years

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and shall expire in successive years at the time of the annual meeting of
stockholders; provided, however, that the terms of the Class I and Class II
directors listed below shall be one year and two years, respectively.  The
initial classes of directors are as follows:

          Class I (terms of office expiring at the 1998 annual meeting of
stockholders)  --  Michael W. Reschke and Bruce L. Gewertz;

          Class II (terms of office expiring at the 1999 annual meeting of
stockholders) -- Darryl W. Copeland, Jr. and Darryl W. Hartley-Leonard; and

          Class III (terms of office expiring at the 2000 annual meeting of
stockholders) -- Mark J. Schulte, Wayne D. Boberg and Daniel J. Hennessy.

At each annual meeting of stockholders, the successors to the class of directors
whose term shall then expire shall be elected to hold office for a term expiring
at the third succeeding annual meeting and until their successors shall be
elected and qualified.  Unless and except to the extent that the By-laws of the
Corporation shall otherwise require, the election of directors of the
Corporation need not be by written ballot.

          Any vacancy occurring in the Board of Directors, including any vacancy
created by an increase in the number of directors, shall be filled for the
unexpired term by the vote of a majority of the directors then in office,
whether or not a quorum, or by a sole remaining director, and any director so
chosen shall hold office for the remainder of the full term of the class in
which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.  No director may be
removed except for cause and then only by an affirmative vote of the holders of
at least a majority of the outstanding shares of capital stock of the
Corporation entitled to vote thereon at a duly constituted meeting of
stockholders called for such purpose.  At least thirty days prior to such
meeting of stockholders, written notice shall be sent to the director or
directors whose removal shall be considered at such meeting.

          5.2 MANAGEMENT OF BUSINESS AND AFFAIRS OF THE CORPORATION.

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

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          5.3  LIMITATION OF LIABILITY.

          No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for any transaction
from which the director derived an improper personal benefit.  Any repeal or
modification of this Article 5.3 shall be prospective only and shall not
adversely affect any right or protection of, or any limitation on the liability
of, a director of the Corporation existing at, or arising out of facts or
incidents occurring prior to, the effective date of such repeal or modification.

                                   ARTICLE 6
                           COMPROMISE OR ARRANGEMENT

          Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the Delaware General Corporation Law or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of the Delaware General
Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

                                   ARTICLE 7
                             AMENDMENT OF BY-LAWS

          The Board of Directors or the stockholders may from time to time
adopt, amend or repeal the By-laws of the Corporation. Such action by the Board
of Directors shall require the affirmative

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vote of at least two-thirds of the directors then in office at a duly
constituted meeting of the Board of Directors called for such purpose. Such
action by the stockholders shall require the affirmative vote of the holders of
at least two-thirds of the outstanding shares of capital stock of the
Corporation entitled to vote thereon at a duly constituted meeting of
stockholders called for such purpose.

                                   ARTICLE 8
                         RESERVATION OF RIGHT TO AMEND
                     RESTATED CERTIFICATE OF INCORPORATION

          The Corporation reserves the right at any time, and from time to time,
to amend, alter, change, or repeal any provision contained in this Restated
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences, and privileges
of any nature conferred upon stockholders, directors, or any other persons by
and pursuant to this Restated Certificate of Incorporation in its present form
or as hereafter amended are granted subject to the rights reserved in this
Article 8.

                                   ARTICLE 9
                              STOCKHOLDER MATTERS

          9.1 CONSENT IN LIEU OF MEETING.

          Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such holders,
unless such consent is unanimous.

          9.2 CALL OF SPECIAL MEETINGS.

          Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the President of the
Corporation, and shall be called by the Chief Executive Officer, the President
or the Secretary of the Corporation at the request in writing of stockholders
possessing at least twenty-five percent of the voting power of the issued and
outstanding voting stock of the Corporation entitled to vote generally for the
election of directors.  Such request shall include a statement of the purpose or
purposes of the proposed meeting.

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                                  ARTICLE 10
              AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

          Except as set forth in this Article 10 or as otherwise specifically
required by law, no amendment of any provision of this Restated Certificate of
Incorporation shall be made unless such amendment has been first proposed by the
Board of Directors of the Corporation upon the affirmative vote of at least two-
thirds of the directors then in office at a duly constituted meeting of the
Board of Directors called for such purpose and thereafter approved by
stockholders of the Corporation by the affirmative vote of the holders of at
least a majority of the outstanding shares of capital stock of the Corporation
entitled to vote thereon; provided, however, if such amendment is to the
provisions set forth in this clause of Article 10 or in Articles 4.1 (insofar as
relating to the decrease of the authorized number of shares of Preferred Stock),
4.3, 5, 7, or 9 hereof, such amendment must be approved by the affirmative vote
of the holders of at least two-thirds of the outstanding shares of capital stock
of the Corporation entitled to vote thereon rather than a majority of such
shares.

          IN WITNESS WHEREOF, Brookdale Living Communities, Inc. has caused this
Restated Certificate of Incorporation to be signed by its duly authorized
officer, as of the 21st  day of March, 1997.


                              BROOKDALE LIVING COMMUNITIES, INC.


                              By: /s/ Craig G. Walczyk
                                  ---------------------
                              Name: Craig G. Walczyk
                              Title: Vice President-Chief Financial
                                      Officer and Secretary

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