WASHINGTON, DC 20549

                                    FORM 8-K

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

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

               (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 1.01.  Entry into a Material Definitive Agreement

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet  Arrangement of a Registrant

     On September 22, 2005, we entered into a $21 million construction loan with
GMAC Commercial Mortgage Bank in order to finance the expansion of one of our
assisted living communities in Austin, Texas. The expansion involves the
development of a 99-bed skilled nursing facility that will be integrated into
the community. The loan is evidenced by a loan agreement and a promissory note,
and is secured by a deed of trust on the community, each of which contains
customary terms and provisions. The loan matures in September 2008, and we have
two one-year extension options. The outstanding principal balance of the loan
will bear interest at a variable rate equal to LIBOR plus 2.75%. We will be
required to make monthly payments of interest only through the scheduled
maturity date. If we exercise our extension options, we will also be required to
make monthly principal payments (based upon a 25 year amortization schedule)
during the extension period(s).

Item 7.01.  Regulation FD Disclosure

     On September 28, 2005, we issued a press release describing the foregoing
transaction. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

   (d)  Exhibits.

             99.1   Press Release dated September 28, 2005


     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

                                  EXHIBIT INDEX

     Number          Description
     ------          -----------

        99.1         Press Release dated September 28, 2005