UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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


 Date of report (Date of earliest event reported): September 28, 2005 
                                                  (September 22, 2005)

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

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

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

                                 (615) 221-2250
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              (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 1.01.  Entry into a Material Definitive Agreement

     On  September  22,  2005,  after   consideration   of   presentations   and
recommendations of management and independent compensation consultants, and such
other matters and information as deemed appropriate,  the Compensation Committee
of our Board of Directors awarded shares of  performance-based  restricted stock
to our named executive officers pursuant to the American Retirement  Corporation
1997 Stock Incentive Plan (the "Plan"), as follows:
 

                                                                    Number of
                                                                    Shares of
                                                                    Restricted
    Name                                    Title                     Stock
    ----                                    -----                     -----
W. E. Sheriff            Chairman, Chief Executive Officer            40,000
                         and President   
Gregory B. Richard       Executive Vice President and                 18,000
                         Chief Operating Officer
Bryan D. Richardson      Executive Vice President and                 18,000
                         Chief Financial Officer
H. Todd Kaestner         Executive Vice President -                   15,000
                         Corporate Development
George T. Hicks          Executive Vice President -                   15,000
                         Finance and Internal Audit,
                         Secretary and Treasurer

     In  addition to the  foregoing  awards,  the  Compensation  Committee  also
awarded an  aggregate  of 171,000  shares of such  performance-based  restricted
stock to our other officers.

     The shares of restricted stock awarded by the  Compensation  Committee were
granted on September 22, 2005 and will vest in three  installments  on March 31,
2006,  March 31, 2007 and March 31, 2008,  subject to each  officer's  continued
employment and the company achieving targeted growth for the fiscal years ending
December 31, 2005, 2006 and 2007 (as established by the Compensation  Committee)
in (i) same  community  net operating  income,  (ii)  adjusted  earnings  before
interest, taxes,  depreciation,  amortization and rent, and (iii) cash earnings.
Notwithstanding the foregoing,  the shares of restricted stock will become fully
vested upon the occurrence of a change in control or potential change in control
of the company (as defined in the Plan). The restricted stock awards are subject
to the terms of the Plan and the individual  restricted  stock  agreements.  The
foregoing  summary of the terms of the  restricted  stock awards is qualified in
its entirety by reference  to the complete  text of the Plan and the  individual
restricted stock agreements.

     In addition,  effective as of August 15, 2005, our Compensation  Committee,
after  consideration  of  presentations  and  recommendations  of management and
independent compensation consultants,  and such other matters and information as
deemed appropriate, increased the base salaries of our named executive officers,
as follows:

  --------------------------------- --- --------------------------------
                Name                            New Base Salary
  --------------------------------- --- --------------------------------
            W. E. Sheriff                          $450,000
  --------------------------------- --- --------------------------------
         Gregory B. Richard                        $240,000
  --------------------------------- --- --------------------------------
        Bryan D. Richardson                        $240,000
  --------------------------------- --- --------------------------------
          H. Todd Kaestner                         $235,000
  --------------------------------- --- --------------------------------
          George T. Hicks                          $230,000
  --------------------------------- --- --------------------------------

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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:  September 28, 2005

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