EXHIBIT 10.4


                        ASSIGNMENT OF REGISTRATION RIGHTS
                        ---------------------------------

     Reference is hereby made to that  certain  Registration  Rights  Agreement,
dated as of May 7, 1997, by and among Brookdale  Living  Communities,  Inc. (the
"Corporation"), The Prime Group, Inc., Prime Group Limited Partnership and Prime
Group VI, L.P.,  as amended by Amendment  No. 1 thereto  dated as of December 5,
1997 (as so amended,  the "Registration  Rights  Agreement").  Capitalized terms
used but not  otherwise  defined  herein shall have the  meanings  given to such
terms in the Registration Rights Agreement.

     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged,  The Prime Group,  Inc.,  Prime Group II, L.P. and Prime Group VI,
L.P.  (collectively,  the "Assignors") do hereby assign,  transfer and convey to
Fortress  Brookdale  Acquisition  LLC (the  "Assignee"),  all of the  Assignors'
respective  rights,  title  and  interests  in and to  the  Registration  Rights
Agreement.

Dated:  May 17, 2000

                                   ASSIGNORS:

                                   THE PRIME GROUP, INC.


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


                                   PRIME GROUP II, L.P.

                                   By:  PGLP, Inc., Managing General Partner


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


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                                   PRIME GROUP VI, L.P.

                                   By:  PGLP, Inc., Managing General Partner


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

AGREEMENT OF ASSIGNEE:

     In accordance with Section 13 of the  Registration  Rights  Agreement,  the
Assignee  hereby  agrees to be bound by all of the terms,  and be subject to the
conditions, of the Registration Rights Agreement.  Pursuant to Section 18 of the
Registration  Rights  Agreement,   the  Assignee  hereby  gives  notice  to  the
Corporation  that notices to the Holders should be sent, from and after the date
hereof and until further notice, to:

                         c/o Fortress Investment Group LLC
                         1301 Avenue of the Americas
                         42nd Floor
                         New York, New York  10019
                         Attention:  Randal Nardone
                         Facsimile No.:  (212) 798-6133

                         Copy to:

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


FORTRESS BROOKDALE ACQUISITION LLC


By:  /s/ Randal Nardone
     ------------------------------------------
     Name:     Randal Nardone
     Title:    Vice President, Chief Operating
               Officer and Secretary

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CONSENT TO ASSIGNMENT:


     The  undersigned  hereby  consents  to  the  foregoing  assignment  by  the
Assignors to the Assignee and further hereby  ratifies and confirms,  and agrees
to be  bound  by,  the  provisions  of  Section  13 of the  Registration  Rights
Agreement as they apply to the Assignee.


BROOKDALE LIVING COMMUNITIES, INC.


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

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