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                                                                  Exhibit 10.35

                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Agreement"),
dated as of the 3rd day of July, 1997, is made by and between GABLES AT
FARMINGTON ASSOCIATES, a Connecticut general partnership ("Seller"), with an
office in care of Allegis Realty Investors, LLC, 242 Trumbull Street, Hartford,
Connecticut 06103-1205 and BROOKDALE LIVING COMMUNITIES, INC., a Delaware
corporation ("Purchaser") with an office at 77 West Wacker Drive, Suite 3900,
Chicago, IL 60601.

                                   RECITALS:

     Seller and Purchaser have entered into that certain Purchase and Sale
Agreement dated as of June 11, 1997 with respect to that certain improved real
property commonly known as The Gables at Farmington located at 20 Devonwood
Drive, Farmington, Connecticut along with certain related personal and
intangible property (the "Purchase Agreement").

     NOW, THEREFORE, in consideration of the foregoing, of the covenants,
promises and undertakings set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Seller and Purchaser agree to amend the Purchase Agreement as follows:

     1.   Section 3.2 of the Purchase Agreement is hereby amended to delete the
date "July 3, 1997" which appears in the eleventh line on page 5 thereof and to
substitute therefor the following: "July 11, 1997".

     2.   Section 3.5 of the Purchase Agreement is hereby amended to delete the
date "July 7, 1997" which appears in the third line on page 7 thereof and to
substitute therefor the following: "July 16, 1997".

     3.   The Term Sheet included in the Purchase Agreement is hereby amended to
delete the date "July 7, 1996" which appears after the caption:  "Approval
Date:" and to substitute therefor the following: "July 16, 1997".

     4.   All references in the Purchase Agreement to "this Agreement" or "the
Agreement" shall mean the Purchase Agreement, as amended by this Agreement.

     5.   This Agreement shall be construed and enforced in accordance with the
laws of the State of Connecticut.

     6.   This Agreement shall be binding upon and inure to the benefit of
Purchaser and Seller and their successors and permitted assigns.

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                                      -2-


     7.   This Agreement may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original and all of which shall constitute one and the same instrument.

     8.   The submission by Seller of this Agreement for execution by Purchaser
and the actual execution and delivery thereof by Purchaser to Seller shall
similarly have no binding force and effect on Seller unless and until both
general partners of Seller shall have executed this Agreement on behalf of
Seller and a counterpart thereof shall have been delivered to Purchaser.

     9.   The Purchase Agreement, as amended hereby, remains in full force and
effect and is hereby ratified and confirmed.

     IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement on
the date set forth below, effective as of the date set forth above.

                          SELLER:  GABLES AT FARMINGTON ASSOCIATES

                                   By:  Aetna Life Insurance Company, a general
                                        partner

                                        By: /s/ David J. Ingram
                                            ------------------------------------
                                        Printed name: David J. Ingram
                                                      --------------------------
                                        Its: Vice President
                                             -----------------------------------
                                        Date: July 3, 1997
                                              ----------------------------------


                       PURCHASER:  BROOKDALE LIVING COMMUNITIES, INC.

                                        By: /s/ Mark J. Schulte
                                           -------------------------------------
                                        Printed name:  Mark J. Schulte
                                                     ---------------------------
                                        Its:   President
                                            ------------------------------------
                                        Date:  July 3, 1997
                                             -----------------------------------


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                                      -3-

     An original, fully executed copy of this Agreement, has been received by
the Title Company this 3rd day of July, 1997, and by execution hereof the Title
Company hereby covenants and agrees to be bound by the terms of this Agreement.

CHICAGO TITLE INSURANCE COMPANY

By: /s/ Philip J. Fanning
   -------------------------------------
Printed name:  Philip J. Fanning
              --------------------------
Its:   Associate Regional Counsel
    ------------------------------------