Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                        American Retirement Corporation
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                December 31, 2005
                      (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  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on 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

                          Continued on following pages
                                Page 1 of 5 Pages

                                                              Page 2 of 5 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)


2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                a.  [   ]
                                                b.  [   ]

3        SEC Use Only

4        Citizenship or Place of Organization


                       5             Sole Voting Power
Number of                                     736,800
Beneficially           6             Shared Voting Power
  Owned By                                    0
Reporting              7             Sole Dispositive Power
    Person                                    796,000
                       8             Shared Dispositive Power

9        Aggregate Amount Beneficially Owned by Each Reporting Person


10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)


12       Type of Reporting Person (See Instructions)

                                    IA, CO

                                                              Page 3 of 5 Pages

Item     1(a)     Name of Issuer: American Retirement Corporation (the

         1(b)     Address of the Issuer's Principal Executive Offices: 111
                  Westwood Place, Suite 200, Brentwood, TN 37027

Item     2(a) - (c)  Name, Principal Business Address, and Citizenship of Person
                     Filing: Pequot Capital Management, Inc., 500 Nyala Farm
                     Road, Westport, CT, 06880, which is a Connecticut

         2(d)     Title of Class of Securities: Common Stock, $0.01 par value
                  per share

         2(e)     CUSIP Number: 028913101

Item     3.       This statement is filed pursuant to Rule 13(d)(b)(1)(ii)(E).
                  Pequot Capital Management, Inc. is an investment adviser
                  registered under Section 203 of the Investment Advisers Act
                  of 1940.

Item     4.       Ownership:

                  Ownership as of December 31, 2005 is incorporated herein by
                  reference from items (5) - (9) and (11) of the cover page of
                  the Reporting Person.

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 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

                  Not applicable.

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

                  Not applicable.

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

                  Not applicable.

Item     9.       Notice of Dissolution of Group:

                  Not applicable.

                                                              Page 4 of 5 Pages

Item     10.      Certification:

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

                                                              Page 5 of 5 Pages


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

Date:  February 13, 2006      PEQUOT CAPITAL MANAGEMENT, INC.

                              By:      /s/ Aryeh Davis
                              Name:    Aryeh Davis
                              Title:   Chief Operating Officer, General Counsel
                                       and Secretary