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): May 24, 2005 (May 18, 2005)

               (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

|_|  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 May 18, 2005, our shareholders approved an amendment to the American
Retirement Corporation Associate Stock Purchase Plan to increase the number of
shares of common stock authorized for issuance pursuant to the plan from 500,000
shares to 1,000,000 shares.


     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: May 24, 2005