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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of report (Date of earliest event reported): March 24, 2006
                                                         (March 14, 2006)



                         AMERICAN RETIREMENT CORPORATION
-------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




         Tennessee                     01-13031               62-1674303
--------------------------------      -------------     ------------------------
 (State or Other Jurisdiction          (Commission           (I.R.S. Employer
       of Incorporation)               File Number)         Identification No.)

         111 Westwood Place, Suite 200
              Brentwood, Tennessee                                37027
----------------------------------------------                 ----------
    (Address of Principal Executive Offices)                   (Zip Code)


                                 (615) 221-2250
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):


|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))






Item 4.01.  Changes in Registrant's Certifying Accountant.


Explanatory  note: The Registrant filed a Current Report on Form 8-K dated March
20, 2006 to report the decision of the Audit Committee of the Company's Board of
Directors  to dismiss  and  replace  the  Company's  independent  auditor.  This
amendment is being filed to include the attached  Exhibit 16.1 and to update the
information as of the date hereof.


(a) Dismissal of Independent Registered Public Accounting Firm.

On March 14,  2006,  the Audit  Committee  of the Board of Directors of American
Retirement  Corporation  (the  "Company")  dismissed  KPMG LLP  ("KPMG")  as the
Company's principal accountants.

The  audit  reports  of KPMG on the  consolidated  financial  statements  of the
Company as of and for the years ended  December  31, 2005 and December 31, 2004,
did not  contain  an adverse  opinion or  disclaimer  of  opinion,  and were not
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except as follows:

      KPMG's report on the consolidated  financial  statements of the Company as
      of and for the year ended December 31, 2004 contained separate  paragraphs
      stating  that  "as  discussed  in  Note  2 to the  consolidated  financial
      statements,  the Company  has  restated  its  financial  statements  as of
      December  31, 2004 and 2003,  and for each of the years in the  three-year
      period  ended  December  31,  2004"  and  "as  discussed  in Note 1 to the
      consolidated financial statements,  effective January 1, 2004, the Company
      changed  its  method of  accounting  for  variable  interest  entities  in
      accordance with Financial  Accounting  Standards Board  Interpretation No.
      46(R), "Consolidation of Variable Interest Entities."

The audit report of KPMG on  management's  assessment  of the  effectiveness  of
internal  control over  financial  reporting and the  effectiveness  of internal
control  over  financial  reporting  as of December  31, 2005 did not contain an
adverse  opinion or disclaimer of opinion,  and was not qualified or modified as
to uncertainty, audit scope or accounting principles.

The audit report of KPMG on  management's  assessment  of the  effectiveness  of
internal  control over  financial  reporting and the  effectiveness  of internal
control  over  financial  reporting  as of December  31, 2004 did not contain an
adverse  opinion or disclaimer of opinion,  and was not qualified or modified as
to uncertainty,  audit scope or accounting principles, except that KPMG's report
indicates  that the Company did not  maintain  effective  internal  control over
financial  reporting as of December 31, 2004 because of the effect of a material
weakness  on the  achievement  of the  objectives  of the control  criteria  and
contains explanatory paragraphs that state:

      "The Company did not maintain adequate policies,  procedures and personnel
      related  to  its  interim  and  annual  financial   reporting   processes.
      Specifically,  the  Company's  policies  and  procedures  related  to  its
      financial  reporting  processes did not provide for  effective  management
      research  and review by  adequately  qualified  personnel  of interim  and
      annual  financial  statement  classifications  prior  to  issuance  of the
      related  financial  statements.  In addition,  the Company lacked adequate
      personnel resources possessing sufficient expertise to effectively perform
      a review of interim and annual financial information prior to issuance.

                                        2


      The Company did not maintain  adequate  policies and  procedures to ensure
      accounting  and reporting of certain  leasing  transactions  in accordance
      with  US  generally  accepted  accounting  principles.  Specifically,  the
      Company's   policies  and  procedures  did  not  provide  for  the  proper
      application  of US generally  accepted  accounting  principles for certain
      lease  agreements  that provide for variable lease payments over the terms
      of such lease agreements."

As a result of the aforementioned  material  weaknesses in internal control over
financial  reporting  as of December 31,  2004,  the Company  failed to properly
reflect certain  transactions which resulted in the restatement of the Company's
previously issued consolidated  financial statements as of December 31, 2004 and
2003,  and for each of the years in the  three-year  period  ended  December 31,
2004, and the unaudited financial  information for each of the quarterly periods
in 2004 and 2003.

In connection  with the audits of the two fiscal years ended  December 31, 2005,
and the subsequent  interim  period  through March 14, 2006,  there were no: (1)
disagreements  with KPMG on any matter of  accounting  principles  or practices,
financial   statement   disclosure  or  auditing  scope  or  procedures,   which
disagreements,  if not resolved to the  satisfaction of KPMG,  would have caused
KPMG to  make  reference  thereto  in its  reports  on the  Company's  financial
statements for such years,  or (2) reportable  events,  except that KPMG advised
the Company of the material weaknesses described above.

The Company previously reported on its Form 8-K filed March 20, 2006 that during
the two fiscal years ended December 31, 2005, and the subsequent  interim period
through March 14, 2006,  there were no  "reportable  events" (as defined in Item
304(a)(1)(v) of Regulation S-K),  except for the material  weaknesses  discussed
above, which is further described as follows:

      On June 8, 2005,  the Company  reported that the management of the Company
      and the Audit  Committee  of its Board of  Directors  determined  that the
      Company  would  restate  its  previously  issued  consolidated   financial
      statements for the fiscal years ended December 31, 2004, 2003 and 2002 and
      for the quarterly periods for the fiscal years ended December 31, 2004 and
      2003, and that those  previously  issued  financial  statements  should no
      longer be relied upon.  Subsequently,  on June 10, 2005, the Company filed
      certain  amended and  restated  financial  information  on Form 10-K/A for
      these periods. These restatements reclassified certain entrance fee refund
      obligations from long-term  liabilities,  in accordance with long-standing
      industry  understanding and practice, to current liabilities in accordance
      with SFAS No. 78,  Classification  of Obligations That Are Callable by the
      Creditor,  since certain  residency  and care  agreements at the Company's
      entry fee  communities  may be  terminated  by residents  upon thirty days
      notice,  and  many of  these  agreements  require  that a  portion  of the
      original  entrance fee be refunded within a specified number of days (less
      than one year) after the agreement is terminated.  After consultation with
      KPMG LLP and the staff of the  Securities  and  Exchange  Commission,  the
      Company  concluded that a restatement of its balance sheet  classification
      of certain entrance fee refund  liabilities from long-term  liabilities to
      current liabilities was necessary. In connection with the reclassification
      of certain entrance fee liabilities,  the Company also  reclassified:  (1)
      certain tenant deposits from long-term liabilities to current liabilities;
      (2) gain (loss) on sale of assets to operating  income or loss (from other
      income or expense);  and (3) certain  entrance fee,  accrued  interest and
      other items on the statement of cash flows.  Finally, the Company adjusted
      its  straight-line  lease  accounting for certain leases,  which decreased
      lease expense in 2004,  2003 and 2002 by $1.2 million,  $1.2 million,  and
      $0.4  million,  respectively,  and the related  deferred  tax impact.  The
      Company's  Audit  Committee  discussed the  restatement  with KPMG and the
      Audit  Committee has authorized  KPMG to fully respond to the inquiries of
      the  Company's  successor  principal  accountants  concerning  the subject
      matter thereof.

                                       3


The Company has provided  KPMG with a copy of the foregoing  disclosure  and has
requested  that  KPMG  furnish  the  Company  with  a  letter  addressed  to the
Securities and Exchange  Commission  stating whether or not KPMG agrees with the
above statements and, if not, stating the respects in which KPMG does not agree.
A copy of the letter  from KPMG LLP is  attached  as  Exhibit  16.1 to this Form
8-K/A.

(b) Engagement of New Independent Registered Public Accounting Firm.

The Audit  Committee  of the Board of  Directors  of the  Company  has  selected
Deloitte & Touche LLP  ("Deloitte") as the Company's new independent  registered
public  accounting  firm;  however,  the  engagement  of  Deloitte is subject to
completion of Deloitte's  customary  client  acceptance  procedures.  During the
fiscal years ended December 31, 2005 and December 31, 2004, and through the date
hereof,  the Company has not consulted  with Deloitte with respect to any of the
matters  or  reportable  events  set  forth  in Item  304(a)(2)(i)  and  (ii) of
Regulation S-K.

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Item 9.01.  Financial Statements and Exhibits.

(d)      Exhibits

                  16.1       Letter of KPMG LLP



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                                   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, hereunto duly authorized.

                              AMERICAN RETIREMENT CORPORATION


                              By:     /s/ Bryan D. Richardson
                                      ------------------------------------------
                                      Bryan D. Richardson
                                      Executive Vice President - Finance and
                                      Chief Financial Officer

Date:   March 24, 2006


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                                  EXHIBIT INDEX


     Exhibit
     Number                Description
     --------              -----------
     16.1                    Letter of KPMG LLP



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