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

                           SCHEDULE 13G

              Under the Securities Exchange Act of 1934

                          Amendment No. 3

                     American Retirement Corporation
                           Name of Issuer

                            Common Stock
                    Title of Class of Securities

                             028913-10-1
                             CUSIP Number

                         December 31, 2004
       Date of Event Which Requires Filing of this Statement 

Check the appropriate box to designate the rule pursuant to 
which this Schedule is filed:

     [  X   ] Rule 13d-1(b)

     [      ] Rule 13d-1(c)

     [      ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent amend-
ment containing information which would alter the disclosures 
provided in a prior cover page.

The information required in the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 18 
of the Securities Exchange Act of 1934 (Act) or otherwise 
subject to the liabilities of that section of the Act but shall 
be subject to all other provisions of the Act (however, see the 
Notes).


                            Page 1

CUSIP No. 028913-10-1

1     Name of reporting person
      SS. or IRS Identification No. of above person

            The Southern Fiduciary Group Inc.
            FEIN 58-1418392

2     Check the appropriate box if a member of a group
       (a)
       (b)

3 SEC Use Only

4     Citizenship or place of organization
        Reporting Person is a corporation organized under
        Tennessee laws.
        Principal office of Reporting Person is in Nashville,
        Tennessee.

Number of shares beneficially owned by each reporting person 
with
5     Sole Voting Power                    1,099,733
6     Shared Voting Power                          0
7     Sole Dispositive Power               2,152,353
8     Shared Dispositive Power                     0

9 Aggregate amount beneficially owned by each reporting person
                                           2,152,353

10     Check if the Aggregate Amount in Row (9) Excludes 
       Certain Shares

11     Percent of Class Represented by Amount in Row 9
                                                 8.49%

12     Type of Reporting Person                      IA     

     Item 1(a)     Name of Issuer:       
                               AMERICAN RETIREMENT CORP. 

     Item 1(b)     Address of Issuer's Principal Executive 
                   Offices:
                            111 Westwood Place
                            Brentwood, Tennessee 37027
                           Page 2

     Item 2(a)     Name of Person Filing:
                          The Southern Fiduciary Group Inc.
     Item 2(b)     Address of Principal Business Office or, if 
                   None, Residence:

                          2325 Crestmoor Road, Suite 202
                          Nashville, Tennessee 37215

     Item 2(c)     Citizenship:

                         Reporting Person is a corporation 
                         organized under Tennessee laws.

                         Principal office of Reporting Person 
                         is in Nashville, Tennessee."

     Item 2(d)     Title of Class of Securities:

                         Common Stock

     Item 2(e)     CUSIP Number

                         028913-10-1

     Item 3 If this statement is filed pursuant to Rules 
            13d-1(b), or 13d-2(b), check whether the person
            filing is a:
     (a)    [  ]     Broker or dealer registered under
                     Section 15 of the Act,(15 U.S.C 78o)

     (b)    [  ]     Bank as defined in Section 3(a) (6) of the
                     Act, (15 U.S.C. 78c)

     (c)    [  ]     Insurance Company as defined in Section 
                     3(a)(19) of the Act, (15 U.S.C 78c).

     (d)    [  ]     Investment Company registered under 
                     Section 8 of the Investment Company Act of
                     1940 (15 U.S.C 80A-8).

     (e)    [X ]     An investment adviser in accordance with 
                     240.,13d-1(b)(1)(ii)(E);

     (f)    [  ]     An employee benefit plan or endowment fund 
                     in accordance with  Pension Fund which 
                               Page 3
                     is subject to the provisions of the 
                     Employee Retirement Income Security Act of 
                     1974 or Endowment Fund, 240.13d-
                     1(b)(1)(ii)(F);

     (g)    [  ]     A parent holding company or control person 
                     in accordance with 240,13d-1(b)(1)(ii)(G)

     (h)    [  ]     A savings associations as defined in
                     Section 3(b) of the Federal Deposit 
                     Insurance Act (12 U.S.C. 1813);

     (i)    [  ]     A church plan that is excluded form the 
                     definition of an investment company under 
                     section 3c(14) of the Investment Company 
                     Act of 1940 (15 U.S.C. 80a-3);

     (j)    [  ]     Group, in accordance with
                     240.13d-1(b)(1)(ii)(J).

Item 4 Ownership.
     Provide the following information regarding the aggregate 
number and percentage of the class of securities of the issuer 
identified in Item 1.
   (a)  Amount beneficially owned:                2,152,353

   (b)  Percent of class:                              8.49%

   (c)  Number of shares as to which such person has:

      (i)  Sole power to vote or to direct the vote  1,009,733  

     (ii)  Shared power to vote or to direct the vote      0

    (iii)  Sole power to dispose or to direct the disposition of

                                                   2,152,353

     (iv)  Shared power to dispose or to direct the disposition 
           of
                                                          0

     Item 5 Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as 
     of the date hereof the reporting person has ceased to be 
                           Page 4
     the beneficial owner of more than five percent of the class 
     of securities, check the following [   ].


Item 6 Ownership of More than Five Percent on Behalf of Another
       Person.

       If any other person is known to have the right to receive 
or the power to direct the receipt of dividends from, or the 
proceeds from the sale of, such securities, a statement to that 
effect should be included in response to this item and, if such 
interest relates to more than five percent of the class, such 
person should be identified.  A listing of the shareholders of 
an investment company registered under the Investment Company 
Act of 1940 or the beneficiaries of an employee benefit plan, 
pension fund or endowment fund is not required.

     The Southern Fiduciary Group is an Investment Adviser 
     registered under the Investment Advisers Act of 1940.
     In its capacity it represents clients who have the right
     to receive or the power to direct the receipt of dividends
     from, or the proceeds from the sale of, the foregoing 
     securities.  No single client has an interest of more than 
     five percent of the foregoing securities.

     Item 7 Identification and Classification of the Subsidiary
            Which Acquired the Security Being Reported on by the 
            Parent Holding Company.
                                        Inapplicable

     Item 8 Identification and Classification of Members of the 
            Group.
                                        Inapplicable

     Item 9 Notice of Dissolution of Group.
                                        Inapplicable

     Item 10.        Certification.

       By signing below I certify that, to the best of my 
       knowledge and belief, the securities referred to above 
       were acquired in the ordinary course of business and were 
       not acquired for the purpose of and do not have the 
       effect of changing or influencing the control of the 
       issuer or such securities and were not acquired in 
       connection with or as a participant in any transaction 
                         Page 5
       having such purpose or effect.

This schedule is being filed with respect to beneficial 
ownership as of December 31, 2004.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.


                            Ernest Williams III, President
                            January 25, 2005































                               Page 6