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

                                   FORM 10-K/A
                                   -----------
                                (AMENDMENT NO. 1)

(Mark  One)

 (X)     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
                             EXCHANGE  ACT  OF  1934

              FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2001.

                                       OR

 (  )     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE  ACT  OF  1934

                         COMMISSION FILE NUMBER 1-14012

                              EMERITUS CORPORATION
             (Exact name of registrant as specified in its charter)

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

          WASHINGTON                                                 91-1605464
(State  or other jurisdiction of incorporation or organization) (I.R.S. Employer
                                                            Identification  No.)

                         3131 Elliott Avenue, Suite 500
                                Seattle, WA 98121
                    (Address of principal executive offices)
                                 (206) 298-2909
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b)  of  the  Act:

     Title of each class          Name of each exchange on which registered
     -------------------          -----------------------------------------
 Common Stock, $.0001 par value          American Stock Exchange, Inc.

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  (2)  and  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes  ()  No  (  )

Indicate  by  check  mark  that  there  is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or  any  amendment  to  this  Form  10-K.  (  )

Aggregate  market value of voting stock held by non-affiliates of the registrant
as  of  April  15,  2002  was  $24,962,975.

As  of  April  15, 2002, 10,199,764 shares of the Registrant's Common Stock were
outstanding.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  NONE.

<PAGE>

                              EMERITUS CORPORATION

                                      Index

                                    Part III

<TABLE>
<CAPTION>


<S>       <C>                                                             <C>
Item 10.  Directors and Executive Officers of the Registrant               1
Item 11.  Executive Compensation                                           3
Item 12.  Security Ownership of Certain Beneficial Owners and Management   8
Item 13.  Certain Relationships and Related Transactions                  12
</TABLE>



<PAGE>


                                    PART III
                                    --------

ITEM  10.  DIRECTORS  OF  THE  COMPANY

     Daniel  R.  Baty  (age  58),  one of Emeritus's founders, has served as its
Chief Executive Officer and as a director since its inception in 1993 and became
Chairman of the Board in April 1995. Mr. Baty also has served as the Chairman of
the  Board  of Holiday Retirement Corporation since 1987 and served as its Chief
Executive  Officer  from  1991  through September 1997. Since 1984, Mr. Baty has
also  served as Chairman of the Board of Columbia Pacific Group, Inc. and, since
1986,  as  Chairman  of  the  Board  of  Columbia  Pacific  Management,  Inc.

     Raymond R. Brandstrom (age 49), one of Emeritus's founders, has served as a
director  since  its  inception  in 1993 and as Vice Chairman of the Board since
March  1999.  From  1993 to March 1999, Mr. Brandstrom also served as Emeritus's
President and Chief Operating Officer. In March 2000, Mr. Brandstrom was elected
Vice  President  of  Finance, Chief Financial Officer and Secretary of Emeritus.
From  May  1992  to October 1996, Mr. Brandstrom served as President of Columbia
Pacific  Group,  Inc.  and  Columbia  Pacific  Management,  Inc.,  both of which
companies are wholly owned by Mr. Baty and are engaged in developing independent
living  facilities  and  providing consulting services for that market. From May
1992  to  May  1997,  Mr.  Brandstrom  served as Vice President and Treasurer of
Columbia  Winery,  a  company  affiliated  with  Mr. Baty that is engaged in the
production  and  sale  of  table  wines.

     Patrick Carter (age 54) has served as a director of Emeritus since November
1995.  From  November  1985  until  April  1999,  Mr. Carter was Chief Executive
Officer  and  Managing  Director  of  Westminster  Health Care Holdings, Plc., a
publicly  held  operator  of  skilled-nursing  facilities in the United Kingdom.

     Charles  P. Durkin, Jr. (age 63) has served as a director of Emeritus since
December  30,  1999.  Mr.  Durkin is one of the founders of Saratoga Partners, a
private  equity  investment  firm.  Since Saratoga's formation as an independent
entity in September 1998, he has been a Managing Director of Saratoga Management
Company  LLC,  the  manager  of the Saratoga Partners funds. Prior to that, from
September 1997, he was a Managing Director of SBC Warburg Dillon Read, Inc., the
successor  entity to Dillon, Read & Co., where Mr. Durkin started his investment
banking  career  in  1966  and  became  a  Managing  Director  in  1974.

     David  T.  Hamamoto  (age  42)  has  served as a director of Emeritus since
November  1997.  Mr.  Hamamoto  is a member of NorthStar Capital Partners LLC, a
real  estate  fund that he founded in July 1997. Between 1983 and July 1997, Mr.
Hamamoto  was employed by Goldman Sachs, most recently as co-founder and co-head
of  the  Real  Estate  Principal  Investment  Area  of  the Whitehall Funds. Mr.
Hamamoto  is  also  Co-Chairman,  Co-Chief Executive Officer and Co-President of
NorthStar  Capital  Investment  Corporation,  a  private  investment  firm.

     Motoharu  Iue  (age  65)  has  served as a director of Emeritus since April
1995. Mr. Iue served as Chairman of the Board of Sanyo North America Corporation
("Sanyo  NA"),  a  consumer  electronics company, and President of Three Oceans,
Inc.  ("Three  Oceans")  from  October  1996 until March 1999. Mr. Iue served as
President  of  Sanyo  NA  and as Chairman of the Board of Three Oceans from 1992
until  March  1999,  and also served as Chief Executive Officer of both of these
companies. He has been a director of Sanyo NA since 1977 and currently serves on
the  board of both Sanyo Electric Co., Ltd. and Three Oceans. Three Oceans, Inc.
is  a  3.8%  shareholder  of  Emeritus.

     David  W.  Niemiec  (age  52)  has  served  as a director of Emeritus since
December  30,  1999.  From  September  1998  to  October 2001, Mr. Niemiec was a
Managing  Director of Saratoga Management Company LLC, the manager of a group of
private  equity  investment  funds operated under the name of Saratoga Partners.
Currently,  he  acts  as an advisor to the group.  Prior to joining the Saratoga
group,  he worked at the investment banking firm of Dillon, Read & Co. beginning
in  1974  and served as Vice Chairman from 1991 through September 1997, when the
firm  was  acquired  by  Swiss Bank Corporation. From September 1997 to February
1998,  he  was Managing Director of the successor firm, SBC Warburg Dillon Read,
Inc.

     Our  executive  officers  were  described  under  Item  4 of the Form 10-K.


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Officers  and  directors  of  the Company and persons who own more than ten
percent  of  the  Company's  stock  are required to report to the Securities and
Exchange  Commission  their  ownership and changes in ownership of the Company's
stock.  Regulations of the Commission require us to disclose to our shareholders
those  filings that were not made on time.  Based solely on our review of copies
of  the  reports  received  by  us,  or  written  representations  received from
reporting persons that no such forms were required for those persons, we believe
that,  during  fiscal  year  2001,  our officers and directors complied with all
applicable  filing  requirements,  with the exception of one Form 4 Statement of
Changes  in  Beneficial  Ownership  that was inadvertently filed late by Patrick
Carter.


                  [Remainder of page intentionally left blank.]

<PAGE>

ITEM  11.  EXECUTIVE  COMPENSATION
----------------------------------

SUMMARY  COMPENSATION  TABLE

     The  following  table  presents  certain  information  with  respect  to
compensation  we  paid  in  the  fiscal years ended December 31, 1999, 2000, and
2001,  to  our  Chief  Executive  Officer  and  to  our  other  four most highly
compensated  officers  as  of  December  31,  2001:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                          Long-Term
                                                                                         Compensation
                                                    Annual Compensation                     Awards
                                                   --------------------                    ---------
                                                                                          Securities
                                                                          Other Annual    Underlying      All Other
                                                                 Bonus    Compensation      Options     Compensation
Name and Principal Position       Year        Salary($)         ($)(1)       ($)(2)        (#)(3)(4)         ($)
-------------------------------  ------  ------------------    ---------  -------------  -------------  -------------
<S>                              <C>     <C>                   <C>        <C>            <C>            <C>       <C>
Daniel R. Baty                    2001                -              -              -         244,000               -
     Chairman and Chief           2000                -              -              -               -               -
     Executive Officer            1999                -              -          1,560               -               -

Raymond R. Brandstrom             2001          185,000         15,000          8,420         162,000               -
     Vice President of Finance,   2000          149,747              -          6,098               -               -
     Chief Financial Officer      1999           92,643              -            618               -               -

Gary S. Becker                    2001          175,000         15,000          7,124          63,500               -
     Senior Vice President,       2000          164,664         15,000          6,000               -               -
     Operations                   1999          134,846         15,000          5,750               -               -

Suzette McCanless                 2001          175,000         10,000          6,824          63,500               -
     Vice President, Operations   2000          165,816         10,000          6,000               -               -
     - Eastern Division           1999          134,929         10,000          6,000               -               -

Russell G. Kubik                  2001          162,000         10,000          6,824          54,000               -
     Vice President, Operations   2000          152,432         10,000          6,000               -               -
     - Central Division           1999          122,619         15,000              -               -               -
</TABLE>


(1)     Represents  amounts  earned  for the respective calendar year under the
Company's  corporate  incentive  plan which are paid in the first quarter of the
following  year.

(2)     Consists  of  amounts  paid  for parking fees, health club memberships,
health  insurance,  and  cellular  telephone  expense.

(3)     In  May  2001,  Messrs.  Baty,  Brandstrom,  Becker  and  Kubik and Ms.
McCanless  accepted  the  Company's  offer  to  exchange their outstanding stock
options  for  options  granted  on  December 10, 2001, to purchase an equivalent
number  of  shares  at  an  exercise  price  equal to $2.11. As a result of this
exchange, the options listed in prior years were cancelled. The new options will
vest  and  become  exercisable  2  1/2  years  from  the date of grant under the
following  schedule:  1/3 will vest six months after the date of grant, 1/3 will
vest  18  months  after  the date of grant and 1/3 will vest 30 months after the
date  of  grant.  (See  "COMPENSATION  COMMITTEE  REPORT  ON  EXECUTIVE
COMPENSATION--Stock  Options.")

(4)     Mr.  Baty  is not a full time employee of Emeritus and is not currently
paid  a  salary  by  us.

<PAGE>

OPTION  GRANTS  IN  LAST  FISCAL  YEAR

     The  Compensation Committee did not grant options to the executive officers
during  the  fiscal  year  ended  December  31,  2001.

FISCAL  YEAR-END  OPTION  VALUES

     None  of  the  following  executive  officers exercised options during the
fiscal  year  ended  December  31,  2001.  The  following table presents certain
information  regarding  options  held  as  of  December 31, 2001, by each of the
following  executive  officers:

<TABLE>
<CAPTION>

                                    FISCAL YEAR-END OPTION VALUES


                                 NUMBER OF SECURITIES
                                UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                     OPTIONS AT              IN-THE-MONEY OPTIONS AT
                                 DECEMBER 31, 2001 (#)       DECEMBER 31, 2001 ($)(1)
NAME                       EXERCISABLE     UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
<S>                            <C>             <C>              <C>          <C>
Daniel R. Baty. . . .           -             244,000            -             -
Raymond R. Brandstrom           -             162,000            -             -
Gary S. Becker. . . .           -              63,500            -             -
Suzette McCanless . .           -              63,500            -             -
Russell Kubik . . . .           -              54,000            -             -
</TABLE>




__________________
(1)  In  May  2001, Messrs. Baty, Brandstrom, Becker and Kubik and Ms. McCanless
accepted  the  Company's  offer  to exchange their outstanding stock options for
options granted on December 10, 2001, to purchase an equivalent number of shares
at  an exercise price of $2.11. As a result of this exchange, the options listed
in  prior years were cancelled. The new options will vest and become exercisable
2  1/2  years from the date of grant under the following schedule: 1/3 will vest
six  months  after  the date of grant, 1/3 will vest 18 months after the date of
grant  and  1/3  will vest 30 months after the date of grant. (See "COMPENSATION
COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION--Stock  Options.")

(2)  None  of  the  options to purchase an aggregate of 587,000 shares held on a
combined  basis  by  the executive officers named above were in-the-money at the
fiscal  year-end  based  on  the  $2.11 closing price of the common stock on the
American Stock Exchange on December 31, 2001, the last day of active trading for
the  year  2001.

OPTION  EXCHANGE  PROGRAM

     The following table provides information on the exchange of options held by
the  following  executive  officers  during  2001.

<TABLE>
<CAPTION>



                                            Market
                              Number of    Price of   Exercise
                              Securities   Stock at   Price at                   Length of Original
                              Underlying    Time of    Time of   New Exercise       Option Term
                               Options     Exchange   Exchange       Price      Remaining at Date of
Name                 Date    Exchanged(#)  ($/Share)  ($/Share)  ($/Share)(1)         Exchange
-----------------  --------  ------------  ---------  ---------  -------------  --------------------
<S>                <C>       <C>           <C>        <C>        <C>            <C>
Dan Baty. . . . .  6/7/2001        40,000       1.85       7.25          2.11       1 year, 202 days
                   6/7/2001       164,000       1.85      9.813          2.11      2 years, 194 days
                   6/7/2001        40,000       1.85      9.625          2.11      2 years, 201 days

Ray Brandstrom. .  6/7/2001       142,000       1.85      9.813          2.11      2 years, 194 days
                   6/7/2001        20,000       1.85      9.625          2.11      2 years, 201 days

Gary Becker . . .  6/7/2001        20,000       1.85       7.25          2.11       1 year, 202 days
                   6/7/2001        28,500       1.85      9.813          2.11      2 years, 194 days
                   6/7/2001        15,000       1.85      9.625          2.11      2 years, 201 days

Suzette McCanless  6/7/2001        20,000       1.85       7.25          2.11       1 year, 202 days
                   6/7/2001        28,500       1.85      9.813          2.11      2 years, 194 days
                   6/7/2001        15,000       1.85      9.625          2.11      2 years, 201 days

Russell Kubik . .  6/7/2001        20,000       1.85       7.25          2.11       1 year, 202 days
                   6/7/2001        19,000       1.85      9.813          2.11      2 years, 194 days
                   6/7/2001        15,000       1.85      9.625          2.11      2 years, 201 days
</TABLE>

(1)  In  May  2001, Messrs. Baty, Brandstrom, Becker and Kubik and Ms. McCanless
accepted  the  Company's  offer  to exchange their outstanding stock options for
options granted on December 10, 2001, to purchase an equivalent number of shares
at  an exercise price of $2.11. As a result of this exchange, the options listed
in  prior years were cancelled. The new options will vest and become exercisable
2  1/2  years from the date of grant under the following schedule: 1/3 will vest
six  months  after  the date of grant, 1/3 will vest 18 months after the date of
grant  and  1/3  will vest 30 months after the date of grant. (See "COMPENSATION
COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION--Stock  Options.")

COMPENSATION  COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION

     The  compensation  committee  of  the  Board  consists  of  two nonemployee
directors  and  our Vice President of Finance.  The committee is responsible for
establishing  and  administering  our  executive  compensation  programs.  Our
objective  is  to  pay  competitively  in  order  to  attract  quality executive
personnel  who  best  meet  our  needs,  retain and motivate these executives to
achieve  superior  performances,  link individual compensation to individual and
company performance, and align executives' financial interests with those of our
shareholders.

     Executive  compensation  generally  consists  of  three  components:  base
salary,  cash  bonuses,  and  long-term  incentive  awards.  The  committee  has
established  each  executive's  compensation  package  by  considering  (a)  the
salaries  of  executive  officers  in similar positions in companies in the same
industry  as  Emeritus  and  in  related  industries,  (b)  the  experience  and
contribution  levels  of  the individual executive officer and (c) our financial
performance.  Companies  used as a reference for considering compensation levels
include  some,  but not all, of the companies constituting the peer group in our
stock  performance graph.  The committee also relies upon the recommendations of
the  Chief Executive Officer in matters related to the individual performance of
the  other  executive  officers  because  the  committee believes that the Chief
Executive  Officer is the most qualified to make this assessment.  Base salaries
for  executive  officers  generally  are  designed to be less than those paid by
competitors  in  the  assisted  living  industry.  These lower base salaries are
combined  with  stock  option  grants  so  that  a  significant  portion  of the
executives'  pay  is  tied  to  performance  of  our  stock.

     Base Salaries.  In 2001, base salaries were established as described above.

     Stock  Options.  We  grant  stock  options to provide a long-term incentive
opportunity  that  is directly linked to shareholder value.  Options are granted
with an exercise price equal to the market value of the common stock on the date
of grant and become exercisable in 33 1/3 % annual increments beginning one year
after  the date of grant.  To encourage stock retention, all options are granted
as  incentive  stock  options  to the maximum extent possible under the Internal
Revenue  Code.  In  2001,  no  new  stock  options  were  granted  to employees.

     In  May  2001, Emeritus offered an exchange of employee stock options under
the  Emeritus  Amended  and  Restated  1995  Stock  Incentive  Plan  (the "Stock
Incentive  Plan").  Employees were given the opportunity to tender either all or
none  of  their  options  in  exchange  for the same number of new options to be
granted  under  the  Stock  Incentive  Plan.  Approximately  99  % of the shares
underlying  the  eligible  options  were  tendered  and  accepted  for exchange,
including  all  the  options  held  by executive officers.  The new options were
granted  on  December 10, 2001.  The new options have an exercise price of $2.11
per  share  and  will  vest  2 1/2 years from the date of grant according to the
following  schedule:  33  1/3%  will vest on June 10, 2002, 33 1/3% will vest on
June  10,  2003, and 33 1/3% will vest on June 10, 2004.  In all other respects,
the terms of the new options are identical to the terms of the tendered options.

     The  Committee  approved  the  exchange  offer  because  it  believes  that
providing  employees,  including  executive officers, with the benefit of owning
options  that  increase  in value over time fosters employee loyalty and creates
performance  incentives  that, in turn, maximize shareholder value.  Because the
outstanding  options  under  the  Stock  Incentive  Plan  had  exercise  prices
significantly  higher  than  the  then  current  market price of Emeritus common
stock,  the  Committee found that an exchange offer was an appropriate mechanism
to  retain  employees and advance the Committee's goal of increasing shareholder
value.

     Annual  Incentives.  To  date,  the committee has not established a regular
annual  incentive  or  bonus  plan  for  executive  officers.  Four of our named
executives  were  awarded  cash  bonuses  for  fiscal  year  2001  based  on the
committee's  assessment  of  their  individual  performances  in  2001.

     Our  Chief  Executive  Officer,  Mr.  Baty,  a  founder  of Emeritus, has a
significant  equity  position.  As  of  April  15,  2002  Mr.  Baty owned shares
(directly and indirectly) and exercisable options representing approximately 41%
of  our  common stock.  Because of his significant equity stake in Emeritus, Mr.
Baty  receives  no  base  salary  or  bonus.  This  compensation  pattern  was
established prior to our initial public offering and the committee has continued
it, recognizing that the principal compensation of Mr. Baty will be the inherent
value  of  his  equity  stake.

     Section  162(m) of the Internal Revenue Code includes potential limitations
on  the  deductibility for federal income tax purposes of compensation in excess
of  $1  million  paid  or  accrued with respect to any of the executive officers
whose  compensation  is required to be reported in our proxy statement.  Certain
performance-based  compensation  that  has  been approved by shareholders is not
subject  to  the  deduction  limit.  Our  stock  option  plans are structured to
qualify  options  as  performance-based  compensation under Section 162(m).  For
2002,  the  committee  does  not  expect  that  there  will be any nondeductible
compensation.


                                          Compensation  Committee

                                          Patrick  Carter  (Chairman)
                                          David  W.  Niemiec
                                          Raymond  R.  Brandstrom

DIRECTOR  COMPENSATION

     We  currently  pay our nonemployee directors $500 for each board meeting or
committee  meeting  they  attend  and reimburse them for all reasonable expenses
incurred in connection with their attendance.  In September 1995, we established
the  Stock  Option  Plan for Nonemployee Directors.  Under the plan, nonemployee
directors  receive  options  to purchase 2,500 shares of our common stock at the
time  of  their  initial election or appointment.  In addition, each nonemployee
director automatically receives an option to purchase 2,000 shares of our common
stock  immediately  following  each  year's annual meeting of shareholders.  All
options granted under the plan fully vest on the date of the annual shareholders
meeting  that  follows  the date of grant, and expire 10 years after the date of
grant.  The  exercise  price  for  these options is the fair market value of our
common  stock  on  the  grant  date.


                             STOCK PERFORMANCE GRAPH

     The  following  graph compares the cumulative total return on shares of our
common stock with the cumulative total return of the AMEX Market Value Index and
a  peer  group selected by us for the period beginning on December 31, 1996, the
end  of the fiscal year following our first day of trading for our common stock,
and  ending  on  December  31,  2001,  the  end  of  our  last  fiscal  year.

                  COMPARISON OF 6 YEAR CUMULATIVE TOTAL RETURN*
              AMONG EMERITUS ASSISTED LIVING, THE AMEX MARKET VALUE
                             INDEX AND A PEER GROUP

                            [STOCK PERFORMANCE GRAPH]

*  $100  INVESTED  ON  12/31/96  IN  STOCK  OR  INDEX--INCLUDING
REINVESTMENT  OF  DIVIDENDS.  FISCAL  YEAR  ENDING  DECEMBER  31.

<TABLE>
<CAPTION>

                   Emeritus Corporation  Peer Group  AMEX Market
<S>                <C>                   <C>         <C>
December 31, 1996                   100         100          100
December 31, 1997                 94.44      164.01       120.33
December 31, 1998                 78.24      177.63       118.69
December 31, 1999                 48.15       52.49       147.98
December 31, 2000                 10.65       52.43       146.16
December 31, 2001                 15.63       59.88       139.43
</TABLE>

     Assumes  $100  invested  in each share of the common stock, the AMEX Market
Value  Index  and  the  peer  group,  with all dividends reinvested. Stock price
performance  shown  above for the common stock is historical and not necessarily
indicative  of  future  price  performance.

     Given  the  relative  volatility of the assisted living industry, we revise
our  peer  group  from  time  to time to include companies that have entered the
assisted  living  market.  As  the industry begins to mature and consolidate, we
remove  certain  companies  previously  included  in  our peer group as they are
acquired  or  as  their  focus  of services shifts away from the assisted living
residences.

     The  new  peer  group  consists  of  the  following five companies: Alterra
Healthcare  Corporation,  formerly denoted as Alternative Living Services, Inc.;
American  Retirement  Corporation;  ARV  Assisted  Living,  Inc.; Capital Senior
Living; and Sunrise Assisted Living, Inc.  Assisted Living Concepts is no longer
included  in our peer group as they have filed for bankruptcy and reorganized in
2001.

CHANGE  OF  CONTROL  ARRANGEMENTS

     Option  Plan.  In  the event of (a) the merger or consolidation of Emeritus
in  which  it  is  not  the surviving corporation or pursuant to which shares of
common  stock are converted into cash, securities, or other property (other than
a merger in which holders of common stock immediately before the merger have the
same  proportionate  ownership of the capital stock of the surviving corporation
immediately  after the merger); (b) the sale, lease, exchange, or other transfer
of  all  or  substantially  all  of  our  assets  (other  than  a  transfer to a
majority-owned  subsidiary);  or (c) the approval by the holders of common stock
of  any  plan  or  proposal for our liquidation or dissolution, each outstanding
option under our stock option plan will automatically accelerate so that it will
become  100%  vested and exercisable immediately before such transaction, except
to  the  extent  that  options  are  assumed  by the successor corporation.  The
vesting of such assumed options accelerates at the time an optionee's employment
is  terminated by us for reasons other than "cause" or by the optionee for "good
reason"  following  a  change  of  control.


ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     The  following  table  sets forth as of April 15, 2002, certain information
with  respect  to  the  beneficial  ownership  of  our  common  stock,  and  our
subordinated  convertible  debentures  and  preferred  stock (on an as-converted
basis)  by:

*     each  person  that  we  know  owns  more  than  5%  of  the  common stock,

*     each  of  our  directors,

*     each  current  officer  named  in  the  compensation  tables;  and

*     all  directors  and  executive  officers  as  a  group.


     Beneficial  ownership is determined in accordance with rules of the SEC and
includes  shares  over  which  the  indicated  beneficial owner exercises voting
and/or  investment  power.  Shares  of  stock  subject  to  options, convertible
debentures  or  warrants currently exercisable or exercisable within 60 days are
deemed  outstanding for computing the percentage ownership of the person holding
the  options, convertible debentures or warrants, but are not deemed outstanding
for computing the percentage ownership of any other person.  Except as otherwise
indicated,  we  believe  the beneficial owners of the common stock listed below,
based  on  information  furnished by them, have sole voting and investment power
with  respect  to  the  shares  listed  opposite  their names.  Unless otherwise
indicated,  the following officers, directors and shareholders can be reached at
the  principal  offices  of  Emeritus.

     The table presents the beneficial ownership of the subordinated convertible
debentures  as converted into common stock.  In addition, the table presents the
beneficial  ownership  of  the  preferred  stock as converted into common stock.
Northstar  Capital  Partners LLC owns 100% of the outstanding Series A preferred
stock,  and  Saratoga  Partners  IV,  L.P.  and  its  affiliate  own 100% of the
outstanding  Series  B  preferred  stock.


<TABLE>
<CAPTION>

                                                     SHARES OF EMERITUS
                                                        COMMON STOCK


                                          AMOUNT AND NATURE OF
NAME AND ADDRESS                          BENEFICIAL OWNERSHIP   PERCENT OF CLASS
<S>                                       <C>                    <C>           <C>

Daniel R. Baty(1)(2)
c/o Emeritus Corporation . . . . . . . .             4,428,394              40.85%
3131 Elliott Avenue, Suite 500
Seattle, WA  98121

Raymond R. Brandstrom(3) . . . . . . . .               411,575               4.01%

Gary S. Becker(4). . . . . . . . . . . .                34,008                  *

Suzette McCanless(4) . . . . . . . . . .                25,223                  *

Russell G. Kubik(5). . . . . . . . . . .                18,000                  *

Motoharu Iue(6)(7) . . . . . . . . . . .               395,500               3.87%

Patrick Carter(7). . . . . . . . . . . .                10,500                  *

David Hamamoto(8)(9) . . . . . . . . . .             1,382,126               6.39%

David W. Niemiec (10). . . . . . . . . .                 1,344                  *

Charles P. Durkin, Jr. (11). . . . . . .             5,471,247              34.91%

Sirach Capital Management(12). . . . . .               701,000               6.87%
3323 One Union Square
600 University Street
Seattle, WA 98101

B.F., Limited Partnership(13). . . . . .             3,514,149              32.67%
3131 Elliott Avenue, Suite 500
Seattle, WA  98121

Northstar Capital Partners LLC (9) . . .             1,373,626               6.31%
299 Park Avenue, 33rd Floor
New York, New York 10022

Saratoga Partners IV, L.P. (14). . . . .             5,466,747              34.89%
535 Madison Avenue
New York, NY  10022

All directors and executive officers as
a group (12persons)(1)(6)(9)(14)(15)                11,538,715              67.12%
</TABLE>

*     Less  than  1%.

_________________________________________________

(1)     Includes 832,911 shares held directly and 2,955,950 shares held by B.F.,
Limited  Partnership,  of  which Columbia Pacific, a company wholly-owned by Mr.
Baty,  is  the  general partner and of which  Mr. Baty is a limited partner.  In
addition,  this  figure  represents approximately 383,199 shares of Common Stock
into  which  certain  subordinated debentures held by Columbia Select, L.P., are
convertible, and approximately 175,000 shares of Common Stock into which certain
subordinated  debentures held by Catalina General, L.P., are convertible.  B.F.,
Limited  Partnership  is  the general partner of both such limited partnerships.

(2)     Includes  options  exercisable within 60 days for the purchase of 81,333
shares.

(3)     Includes  options  exercisable within 60 days for the purchase of 54,000
shares.

(4)     Includes  options  exercisable within 60 days for the purchase of 21,166
shares.

(5)     Represents  options exercisable within 60 days for the purchase of these
shares.

(6)     Includes  385,000  shares held by Three Oceans, Inc. a U.S. affiliate of
Sanyo,  a  publicly  traded Japanese company.  Mr. Iue is a former executive and
current  director  of  U.S.  affiliates  of Sanyo.  Mr. Iue disclaims beneficial
ownership  of  shares  of  Common  Stock  held  by  Three  Oceans.

(7)     Includes  options  exercisable within 60 days for the purchase of 10,500
shares.

(8)     Includes  options  exercisable  within 60 days for the purchase of 8,500
shares.

(9)     The  1,373,626  shares  are convertible Series A preferred stock held by
Northstar  Capital  Partners  LLC,  of  which Mr. Hamamoto is a principal.  (See
"CERTAIN  TRANSACTIONS-Northstar  Transaction.")  Northstar Capital Partners LLC
owns  100%  of  the  Series  A  preferred  stock.  The  Series A preferred stock
currently votes with both the Series B preferred stock and the common stock, and
is  entitled to 687,500 votes.  This represents approximately 6.3% of the voting
power  of  currently  outstanding  Emeritus  common  and  preferred  stock.

(10)     Includes  1,344  shares of Common Stock into which certain subordinated
debentures  held  by Mr. Niemiec are convertible, and options exercisable within
60  days  for  the purchase of 4,500 shares.  Mr. Niemiec, a former principal of
Saratoga  Partners  and  its  affiliates  (See  "CERTAIN TRANSACTIONS - Saratoga
Transactions."),  currently  serves  as  an advisor to Saratoga Partners, and is
deemed to have no voting or dispositive powers over the Series B preferred stock
and  subordinated  debentures  currently  held  by  Saratoga  Partners  and  its
affiliates.

(11)     Includes  4,239,474  shares  issuable  upon  conversion  of  Series  B
preferred stock currently held by Saratoga Partners and its affiliates, of which
Mr.  Durkin  is  a  principal.  (See  "CERTAIN  TRANSACTIONS  -  Saratoga
Transactions.")  Saratoga  Partners  and  its  affiliates  own  100%  of  the
outstanding  Series  B  preferred  stock,  which  includes  84,348  shares
(as-converted)  that represent dividends paid on the Series B preferred stock to
date.  The  Series  B  preferred  stock  currently  votes with both the Series A
preferred  stock and the common stock on an as-converted basis, which represents
approximately  28%  of  the  voting  power of the currently outstanding Emeritus
common  and  preferred  stock.

     Also  includes  the  following:  (i) options exercisable within 60 days for
the  purchase  of  4,500 shares; (ii) warrants held by Saratoga Partners and its
affiliates  currently  exercisable  to  purchase  1,000,000  shares; (iii) 3,055
shares  of  Common  Stock into which certain subordinated debentures held by Mr.
Durkin  are  convertible;  and  (iv)  224,218  shares of Common Stock into which
certain  subordinated  debentures  held  by  affiliates of Saratoga Partners are
convertible.

(12)     Sirach  Capital Management may be deemed to have voting and dispositive
power  over the shares, based upon publicly available information reported as of
December  31,  1998,  on  Schedule  13-G.

(13)     B.F.,  Limited Partnership may be deemed to have voting and dispositive
power  over  some  of these shares, based upon publicly available information as
reported as of April 10, 2002, on Schedule 13-D.  Of these shares, 2,955,950 are
held  of  record  by  B.F.,  Limited  Partnership, 383,199 are held of record by
Columbia  Select, L.P., and 175,000 are held of record by Catalina General, L.P.
The  shares  held  by Columbia Select, L.P. and Catalina General, L.P. represent
the  number  of  common  shares  into  which certain subordinated debentures are
convertible.  B.F.,  Limited  Partnership  is  the  general partner of both such
limited  partnerships.

(14)     Represents  1,000,000  common shares that are issuable upon exercise of
warrants,  227,273  common shares into which certain subordinated debentures are
convertible,  and 4,239,474 shares that are issuable upon conversion of Series B
preferred  stock.  The  Series  B  preferred stock currently votes with both the
Series  A  preferred  stock  and  the  common  stock  on  an as-converted basis.

(15)     Includes options exercisable within 60 days for the purchase of 247,497
shares.


<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

EMERITRUST  TRANSACTIONS

     In  two  separate  transactions  during  the fall of 1998 and the spring of
1999,  we arranged for two investor groups to purchase an aggregate of 41 of our
operating  communities  and  five  communities  under  development  for  a total
purchase price of approximately $292.2 million.  Of the 46 communities involved,
43 had been, or were proposed to be, leased to us by Meditrust Company LLC under
sale/leaseback  financing  arrangements,  and  three  had been owned by us.  The
first  purchase, consisting of 25 communities, which we will call the Emeritrust
I  communities,  was  completed  in  December  1998  and  the  second  purchase,
consisting  of  21  communities,  16  of  which  we  will call the Emeritrust II
Operating  communities  and  five of which we call the Emeritrust II Development
communities,  was  completed  in  March  1999.

     Of  the  $168.0  million  purchase  price for the Emeritrust I communities,
$138.0  million  was  financed  through a three-year first mortgage loan with an
independent third party and $30.0 million was financed through subordinated debt
and  equity  investments  from  an  investor  group.  A  group  led  by  Holiday
Retirement  Corporation,  of  which  Mr.  Baty  is  the Chairman and a principal
shareholder,  provided  approximately  $5.1  million  of the equity.  This group
included Holiday as to a 40% interest and Columbia Pacific Master Fund '98 as to
a  32%  interest, with the remaining 28% interest being held by individual third
party investors.  Columbia Pacific Master Fund is a limited partnership of which
Mr. Baty's family partnership is the general partner and shares in 40% of income
and  gains  after the limited partners of Columbia Pacific Master Fund receive a
return  on  their  investment  plus  a  preferred  return.

     Of  the  $124.2  million  purchase  price  for  the Emeritrust II Operating
communities  and  Emeritrust  II  Development  communities,  approximately $99.6
million  was  financed  through three-year first mortgage loans with independent
third  parties  and  $24.6  million  was  financed through subordinated debt and
equity investments from another investor group.  A group led by Holiday provided
approximately  $4.9  million of the equity.  This group included Holiday as to a
40% interest and C.P. '99 Pool G.P. as to a 32% interest, with the remaining 28%
interest  being  held  by  individual third party interests.  C.P. '99 Pool is a
general  partnership,  which  is  comprised of two 50% limited partnerships, the
first of which includes Mr. Baty's family partnership as its 40% general partner
and the other includes Mr. Baty's family partnership as its 20% general partner.

     The  investor  groups  retained us to manage all of the communities through
December  31,  2001,  and  granted us options to purchase the communities during
this  period.  During  2000,  the Emeritrust I communities failed to comply with
covenants  under  the  $138.0  million mortgage loan and in 2001 it became clear
that  we  would not be able to purchase the communities under the options.  As a
result, in January 2002, the mortgage loans were restructured and the management
agreements  and  options to purchase were extended to June 30, 2003 (to December
31,  2003,  in the case of the five Emeritrust II Development communities).  The
discussion  below  reflects  the  terms  of  these  arrangements  as  modified.

     From  January  1,  2002,  through  June  30,  2003, we will receive for the
Emeritrust I communities a base management fee of 3% of gross revenues generated
by the communities and an additional management fee of 4%, payable out of 50% of
cash  flow.  The  availability of cash flow to pay management fees is subject to
prior  payment of expenses and fees related to the restructuring of the mortgage
loan in 2001.  For the Emeritrust II Operating communities and the Emeritrust II
Development  communities,  we  have  received  and  continue  to  receive a base
management  fee  of 5% of gross revenues and an additional management fee of 2%,
payable  to  the  extent  that the communities meet certain cash flow standards.
Prior  to  January 1, 2001, the management fees for the Emeritrust I communities
were  also  computed  in  this  fashion.

     Under the management agreements, we are obligated to reimburse the investor
groups  for  cumulative  cash  operating losses greater than $4.5 million in the
case  of  the  Emeritrust  I communities and $500,000 in the case of each of the
five  Emeritrust  II  Development communities.  Since these thresholds have been
exceeded,  we are currently responsible for most cash operating losses generated
by  these  communities if they occur.  There is no such funding arrangement with
respect to the Emeritrust II Operating communities.  Our funding obligations for
the  Emeritrust  I  communities  have  been  $1.3 million, $4.9 million and $1.9
million for 2001, 2000, and 1999, respectively.  Our funding obligations for the
Emeritrust  II  Development  communities  have been $310,000 and $1.6 million in
2001  and  2000,  respectively.

     Although the amounts of our funding obligation each year include management
fees  earned  by  us  under the management agreements, we do not recognize these
management fees as revenue in our financial statements to the extent that we are
funding  the  cash  operating  losses  that  include  them.  Correspondingly, we
recognize  the  funding  obligation  under  the  agreement,  less the applicable
management  fees,  as  an expense in our financial statements under the category
"Other,  net."  Conversely, if the applicable management fees exceed our funding
obligation,  we  recognize  the  management  fees less the funding obligation as
management  fee  revenue  in  our consolidated financial statements.  Management
fees  earned  for  the  Emeritrust  I  communities  have been $4.0 million, $2.1
million,  and  $1.9 million in 2001, 2000, and 1999, respectively, of which $2.8
million have been recognized in 2001.  Management fees earned for the Emeritrust
II  Development  communities  have been $766,000 and $360,000, of which $673,000
and  $174,000  have  been recognized in 2001 and 2000, respectively.  Management
fees  earned  for the Emeritrust II Operating communities have been $1.9 million
earned  and  recognized  in  both  2001  and  2000.

     We  have  an  option  to purchase 43 of the 46 Emeritrust communities and a
right  of first refusal with respect to the remaining three communities, both of
which  expire  June  30,  2003  (December  31,  2003,  in  the  case of the five
Emeritrust  II  Development  communities).  The  option  must  be exercised with
respect  to  all communities or may not be exercised at all.  If investor groups
require  Mr.  Baty  to  purchase certain of the communities, upon the conditions
described  below,  we  have  the  right to exercise our option within 60 days of
receiving  notice  of  this  action.  The  option  price  for  the 43 Emeritrust
communities  is  equal  to the original cost of the communities of approximately
$292  million, plus an amount that would provide the investor groups with an 18%
rate  of  return,  compounded  annually,  on  their original investment of $54.6
million (less any cash distributions received).  In connection with the exercise
of  the  option,  we  are  also  obligated  to  pay  certain  costs  and  fees.

     The  management  agreements,  including the options to purchase the related
communities,  are  subject  to  various  termination  provisions,  including
cross-default  provisions among all three groups of communities.  The management
agreement  for  the  Emeritrust  I  communities  may  be  terminated  if  cash
distributions  to  the  investor  group  do  not  meet  certain levels or if the
communities  fail to meet certain coverage requirements under the mortgage loan.
In  addition,  certain of the communities have been refinanced and, accordingly,
our  ability  to  exercise  the  option  will depend on whether we can assume or
refinance  the debt secured by these communities.  Termination of the management
agreements  or  failure  to  exercise  the  options  could result in the loss of
management  fees  and  the  substantial decrease in the number of communities we
operate.

     Under  related  agreements,  the  investor  groups  may require Mr. Baty to
purchase  between ten and twelve of the Emeritrust communities, depending on the
occurrence  of  any  one  of  the  following events:  (a) we do not exercise our
option  to  purchase  the  communities before the option expires, (b) we default
under  the management agreements, (c) Mr. Baty's net worth falls below a certain
threshold,  (d)  we  experience a change of control or (e) Mr. Baty ceases to be
our  chief  executive  officer.  If Mr. Baty is required to purchase some of the
communities,  he  will  also  have  the option to purchase all of the Emeritrust
communities  on  the  same  terms  under  which  we  are  entitled  purchase the
communities, subject to our prior right to do so within a specified time period.

     During  2001  the  mortgage  financing  for  the Emeritrust communities was
restructured  and  extended  to June 30, 2003 (December 31, 2003, in the case of
the  Emeritrust  II  Development  communities).  In  connection  with  these
transactions,  our  management  and option arrangements with the investor groups
were  extended  to be coterminous with the financing, subject in the case of the
Emeritrust  I  communities  to  certain performance-based rights of the investor
group  to  terminate  the  agreement  early.  Before  these  extensions,  the
arrangements  for  the  Emeritus  I  communities  operated  separately  from the
arrangements  for  the  Emeritrust II Operating and Development communities; the
extensions  included  cross-default  provisions  under certain circumstances. In
addition,  the  options to purchase the communities, which before the extensions
could  be exercised separately as to the Emeritrust I communities as a group and
the  Emeritrust II Operating and Development communities as a group, must now be
exercised  together,  as  described  above.  During  the  extension periods, the
management  fees  for  the  Emeritrust  I  communities were revised as indicated
above.  Mortgage  restructuring fees and expenses of approximately $703,000 paid
in 2001 related to the Emeritrust I communities were funded by Mr. Baty, subject
to  reimbursement  by  us as to 25% out of 50% of related management fees and an
additional  50%  if  we  exercise  our  options  to  purchase  the  Emeritrust
communities.  Mortgage  extension  fees  and  expenses of approximately $341,000
paid in 2001 and 2002 related to the Emeritrust I communities are payable out of
related  cash  flow  after  payment  of  our  base  management  fee.

     As  a  part  of  the  mortgage  restructuring  related  to the Emeritrust I
communities, Mr. Baty agreed to fund a partial repayment of the mortgage debt of
$1.25  million  during  the  first  quarter  of  2001,  with additional $250,000
reductions  each  quarter thereafter, and agreed to pledge additional collateral
to  secure  his  obligation  to purchase the communities under the circumstances
described  above.  Before the extension of these agreements, the investor groups
could  require  Mr.  Baty  to purchase between six and eight of the Emeritrust I
communities  and  between  four  and  six  of  the  Emeritrust  II Operating and
Development  communities; after extension, the investor group can require him to
purchase  between  10  and  12  of  all  Emeritrust  communities.

BATY  TRANSACTIONS

     Columbia  House  is  a  Washington  limited  partnership  in which Mr. Baty
indirectly  controls  the general partner and holds an indirect 60% interest. It
develops,  owns  and  leases  low-income  senior  housing projects. We currently
manage 10 communities owned by Columbia House. The agreements have terms ranging
from  two  to four years, with options to renew, and provide for management fees
ranging  from  4%  to  6%  of  gross  operating  revenues,  payable  monthly for
management  agreements  and  fixed  fees  payable  monthly  for  administrative
agreements,  as  well as bonuses. We earned fees of $915,000 in 2001 under these
agreements.  Columbia  House  owed  us  $139,000  as  of  December  31,  2001,
representing advances made to various Columbia House communities and outstanding
management  and  administrative fees. These advances bear interest at LIBOR plus
3%.

     In  April  1998,  we  assigned our economic interest in a 172-unit assisted
living  community  located  in  Fairfield,  California,  to  a limited liability
company  for  $2.8  million  in  cash.  Our economic interest consisted of a 67%
interest  in  the  profits,  losses,  and  distributions of an operating limited
liability  company  that  owns  and operates the community, the right to receive
payments  of  principal  and  interest  under  a  $2.4  million  promissory note
evidencing  a  loan  by  us to the operating company, and the obligation to make
additional  capital contributions under the agreement establishing the operating
company.  The  limited  liability  company  to  which  we  assigned our economic
interest  is  comprised of a third party investor as to a 25% interest and three
investor  pools  with  interests  of  14.1%,  35.9%  and  25%. Mr. Baty's family
partnership  is  the 18.75% general partner in the first two pools and the third
pool  includes  Mr. Baty individually as its 18.75% general partner. We continue
to manage the operations of the community pursuant to a management agreement and
to  manage  the  affairs  of the operating limited liability company. We receive
fees  for  these  management  activities  equal  to  5% of gross revenues of the
community.  In  January 2000, we repurchased 25% of our original interest in the
community  (16.7%  of  the  operating  limited liability company) for a total of
$791,000.  In 2001, we entered into an agreement with the related party investor
to  offset against interest payable any amounts that we had previously funded or
will fund the assisted living community on their behalf.  This agreement allowed
for  recognition  of  a  note receivable in the amount of approximately $477,000
that  had  previously  been  fully  reserved.  In  December 2001, we acquired an
additional 16.7% interest in the community from a third party minority owner for
a  purchase  price  of  $250,000  plus  the  assumption of $77,000 of debt.  The
purchase  was paid with cash and notes payable due in certain terms ranging from
30  days  through  January  31,  2005.  As  of  December 31, 2001, our effective
economic  interest  in  the  community  was  33.3%  in  the profits, losses, and
distributions.  During  2001,  we  received  $204,000  in  management  fees.  At
December 31, 2001, the limited liability company operating the community owed us
$489,000,  representing  funds  advanced as working capital. These advances bear
interest  at  LIBOR  plus  3%.

     In  June  1998, we sold a 295-unit independent and assisted living facility
located in Texas to a partnership consisting of Columbia Pacific Master Fund, as
to  a  99%  interest  and to Mr. Baty personally, as to a 1% limited partnership
interest.  The  purchase  price  for  the  facility  was  $6.8  million plus the
assumption  of  a  first  mortgage of $14.8 million, which was guaranteed by Mr.
Baty  in  connection  with  the  transaction, and a release of Emeritus from the
mortgage  obligations.  The  purchase  price  was  paid  as  follows:

*  cash  in  the  amount  of  $4.5  million;

*  a  promissory  note  in the amount of $1.5 million, of which $1.0 million was
repaid  in  1999, bearing interest at 9% per annum and maturing in 10 years; and

*  an  $800,000 promissory note bearing interest at 9% per annum, due on demand.

     In  addition,  in  1999,  we  loaned  the  partnership $450,000 for certain
repairs,  which  is  evidenced  by  a promissory note bearing interest at 9% per
annum.  We  and  the  partnership have entered into a management agreement for a
five-year  term,  with automatic two-year extensions, with management fees of 6%
of  gross  revenue or $10,000 per month, whichever is greater. We have the right
of first refusal in the event of the sale of the facility. For 2001, we received
$286,000  in  management  fees.  As  of  December 31, 2001, advances for working
capital  to  the  partnership  by  us  were  repaid  in full. The balance of the
purchase  notes  of $500,000 and $800,000, and the repair note of $450,000, with
accrued  interest of $569,000, remained outstanding as of December 31, 2001, and
continue  to  remain  outstanding.

     In  June  1998, we sold a 30% general partnership interest in Cooper George
Partners  Limited Partnership, a limited partnership in which we formerly held a
50% general partnership interest, to Columbia Pacific Master Fund. Concurrently,
Columbia  Pacific  Master Fund purchased a 19% limited partnership interest from
an  independent  investor  who formerly held a 50% limited partnership interest.
Our  remaining  20%  interest  was  converted to a limited partnership interest.
Cooper  George Partners owns a 141-unit assisted living community in Washington.
The  purchase  price  for  the  partnership interest was $1.1 million payable in
cash. In connection with the purchase, the partnership agreement was modified to
provide  that profits, losses, and distributions would be shared 80% by Columbia
Pacific  Master Fund and 20% by us. Also in connection with the transaction, the
facility was refinanced through a $9.7 million first mortgage loan from Deutsche
Bank,  guaranteed  by  Mr.  Baty,  and  we  received  a distribution of $580,000
consisting  of  20%  of  the  net  proceeds  of  $2.9 million resulting from the
refinancing.  We  and  Cooper  George  Partners  have  entered into a management
agreement  for  a  five-year  term,  with  automatic  two-year  extensions, with
management  fees  of  6%  of  gross  revenue  or $10,000 per month, whichever is
greater.  We  have  the  right  of first refusal in the event of the sale of the
facility. For 2001, we earned $170,000 in management fees. At December 31, 2001,
Cooper  George  Partners  owed  us  $8,000,  representing  advances  for working
capital.  These  advances  bear  interest  at  LIBOR  plus  3%.

     During 1999, we began to provide management services to four joint ventures
that  opened  new  assisted  living  communities. Our management agreements have
terms  ranging  from  two  to four years, with options to renew, and provide for
management  fees  ranging  from  4%  to  6% of gross operating revenues, payable
monthly.  Entities  controlled  by Mr. Baty held interests in the joint ventures
ranging  from  50%  to  62%.  During 2001, we earned management fees of $463,000
under these management agreements. At December 31, 2001, the joint ventures owed
us,  collectively,  $137,000,  representing  advances for working capital. These
advances  bear  interest  at  LIBOR  plus  3%.

     During 2000, we began to provide management services to four newly acquired
assisted living communities owned by Mr. Baty, and continued management services
on  one other community. These management agreements have terms ranging from two
to  five years, with renewal options, and provide management fees ranging from a
flat  fee of $5,000 per month up to either 6% or 7% of gross operating revenues,
payable  monthly,  depending on the financial performance of the communities. In
2001,  we  earned  management  fees  of  $1.0  million  under  these  management
agreements.  At December 31, 2001, the communities owed us collectively $92,000,
representing advances for working capital. These advances bear interest at LIBOR
plus  3%.

     On  March  22,  2001,  we  entered  into  an agreement with Mr. Baty, which
governs  the  repayment  of  amounts owed by the foregoing entities in which Mr.
Baty has a financial or other interest. Such amounts are to be repaid as soon as
possible  except  for  the  term  notes, which are to be paid in accordance with
their  terms.  Mr.  Baty  has  guaranteed  the  repayment  and  a portion of the
outstanding  balances  are  secured  by a pledge of the membership interest of a
limited  liability  company that owns an assisted living facility. The agreement
also establishes future operating, accounting, and payment procedures, including
interest  on average outstanding balances at LIBOR plus 3%. Under the agreement,
the  related entities paid $3.0 million of the outstanding balances on March 27,
2001.  As  of  December  31,  2001,  the  aggregate of such outstanding balances
(excluding  the  notes)  was  $1.7  million.

SARATOGA  TRANSACTIONS

     On December 10, 1999, we entered into an agreement to sell 40,000 shares of
our  Series  B  Preferred  Stock  to  Saratoga Partners IV, L.P. and its related
investors ("Saratoga") for a purchase price of $1,000 per share. On December 30,
1999, we completed the sale of 30,000 shares of Series B Stock, and we agreed to
complete  the  sale  of  the remaining 10,000 shares during the first quarter of
2000.  Messrs.  Niemiec  and  Durkin,  two  of  our directors, are principals of
Saratoga.

     Our  net  proceeds from the sale of all 40,000 shares of the Series B Stock
were  to  be  approximately  $38.6  million,  after  fees  and  expenses  of the
transaction  estimated  at  $1.4  million.  The  purchase  agreement and related
documents  provided  that  we  would use $23.0 million to $26.8 million of these
proceeds to purchase certain assisted living communities by June 30, 2000. If we
did  not  do so, such proceeds were to be placed in a separate bank account, the
disbursement  of  which  would  be  subject to Saratoga's prior consent. Under a
modification letter agreement dated May 15, 2000, we changed our agreements with
Saratoga  to  (i)  cancel  the  sale  of the remaining 10,000 shares of Series B
Stock,  (ii)  remove  all  restrictions  and requirements relating to the use of
proceeds  received  from  the sale of the original 30,000 shares and (iii) on or
before  August  8,  2000, issue to Saratoga a seven-year warrant to purchase one
million shares of our common stock at an exercise price of $4.30 per share (with
such  shares  approved  for  listing  on the American Stock Exchange) or, in the
alternative,  to  make a cash payment to Saratoga. In August 2000, we issued the
warrant  to  Saratoga.

     The  holders  of  the  Series  B  Stock  are  entitled to receive quarterly
dividends  payable  in  a  combination of cash and additional shares of Series B
Stock.  From  issuance  to  January 1, 2004, the dividend rate will be 6% of the
stated  value  of  $1,000,  of  which 2% is payable in cash and 4% is payable in
Series  B  Stock  at the rate of one share of Series B Stock for every $1,000 of
dividend.  After  January  1, 2004, the dividend rate will be 7%, of which 3% is
payable  in  cash  and  4%  is payable in Series B Stock.  Dividends accumulate,
whether or not declared or paid.  Prior to January 1, 2007, however, if the cash
portion  of the dividend is not paid, the cash dividend rate will increase to 7%
("arrearage  rate"),  until  the  unpaid  cash dividends have been fully paid or
until  January  1,  2007,  whichever  first occurs.  Beginning January 10, 2003,
Emeritus  can  redeem  all of the Series B Stock at $1,000 per share plus unpaid
dividends,  if  the  closing  price  for  the common stock on the American Stock
Exchange  is  at  least  175%  of  the  then conversion price for 30 consecutive
trading  days.  In 2001, we accrued $2.4 million in cash dividends at the higher
arrearage rate, and $1.3 million equivalent to 1,268 shares of Series B Stock as
in-kind  dividends,  none of which were paid or issued in 2001.  Accordingly, we
had  a cumulative commitment to issue 1,883 shares of Series B Stock at December
31,  2001.

     The  holders  of  the  Series B Stock have the right at any time to convert
each  share  of  Series B Stock into a number of shares of common stock equal to
the stated value of $1,000 divided by the conversion price. The conversion price
is currently $7.22 per share, subject to adjustment in certain events, including
an  adjustment  pursuant  to  a  weighted average formula if we issue additional
shares of common stock, or securities convertible into or exercisable for common
stock,  at  a  price  less than the then current conversion price. The number of
shares  issuable  on  exercise  of the warrant and the related exercise price is
subject  to  similar  adjustments.

     After  January  10,  2003, we can redeem all, but not less than all, of the
Series  B Stock at $1,000 per share, plus unpaid dividends, if the closing price
of  the common stock on the American Stock Exchange is at least 175% of the then
conversion  price  for  30 consecutive trading days ending not more than 10 days
prior  to the date we notify the holders of the redemption. If there is a change
in  control  of Emeritus, each holder of Series B Stock has the right to require
us  to  purchase all or a portion of the Series B Stock owned by such holder for
the  stated value of $1,000 per share. If we dissolve, liquidate, or wind up our
affairs,  the  holders  of  Series  B  Stock are entitled to receive, before any
payment  or  distribution  is  made  to the holders of common stock or any other
class of preferred stock ranking junior to the Series B Stock, out of our assets
available for distribution, the stated value of $1,000 per share and all accrued
and  unpaid  dividends  to  and including the date of payment to the holder. The
liquidation  rights  of  the  holders of Series B Stock are subject to the prior
rights  of  the  holders  of  Series  A  Stock.

     Each  share of Series B Stock is entitled to a number of votes equal to the
number  of  shares  of  common  stock  into  which  it is convertible. Except as
required  by law or as described below, the Series B Stock votes with the common
stock  and  Series  A  Stock  as  a  single  voting  group.

     We  may not amend or alter the rights and preferences of the Series B Stock
so  as to adversely affect the Series B Stock without the consent of the holders
of  a  majority of the outstanding shares of Series B Stock. In addition, we may
not  increase  the  number  of  authorized  shares  of preferred stock or create
another series of preferred stock ranking prior to or pari passu with the Series
B  Stock  without  the consent of the holders of at least 75% of the outstanding
Series  B  Stock.

     Under  a  shareholders'  agreement,  Saratoga  is  entitled  to  board
representation  at  a percentage of the entire Board of Directors, rounded up to
the  nearest  whole  director,  that  is  represented by the voting power of the
Series  B  Stock  owned by Saratoga and its related investors. The shareholders'
agreement  also  provides  for  a minimum of two Saratoga directors. Saratoga is
currently entitled to designate three of seven members of the Board, although it
has advised us that it will designate only two at this time. Saratoga's right to
designate directors terminates if Saratoga has sold more than 50% of its initial
investment  and  its  remaining shares represent less than 5% of the outstanding
shares  of  common  stock  on  a fully diluted basis or it is unable to exercise
independent  control  over  its  shares.

     Under  the Designation of Shareholder Rights, included in the shareholders'
agreement,  whenever  the  cash dividends have not been paid for six consecutive
quarters, Saratoga may designate one director in addition to the other directors
that  it  is  entitled  to  designate  under the shareholders' agreement.  As of
January  1,  2002,  Saratoga became entitled to designate an additional director
under  this  arrangement.

     The  shareholders' agreement provides that neither Saratoga nor Mr. Baty is
permitted to purchase voting securities in excess of a defined limit. That limit
for  Saratoga and its affiliates is 110% of the number of shares of common stock
(assuming  conversion  of  the Series B Stock) owned by Saratoga and its related
investors  immediately  after the completion of the financing, plus the Series B
Stock  (or underlying common stock) issuable as dividends on the Series B Stock.
That  limit  for Baty is the greater of 110% of the shares of common stock owned
by  Baty as of December 10, 1999, or 100% of the Saratoga ownership described in
the  preceding  sentence.  These restrictions will terminate 18 months after the
date  on  which  Saratoga  and  its  related  investors cease to hold securities
representing  5%  of  the  outstanding shares of common stock on a fully diluted
basis.

     The  shareholders'  agreement  also  provides that if Mr. Baty contemplates
selling  30%  or  more  of  the  common  stock he owns, Saratoga and its related
investors  would  have  the  right to participate in the sale on a proportionate
basis.

     Pursuant  to  a  registration  rights  agreement,  Saratoga and its related
investors  have  the  right  to  two demand registrations, one of which may be a
shelf  registration  effective  for  one  year,  and  unlimited  piggyback
registrations,  subject  to  marketing  restrictions  imposed  by  underwriters.

     Pursuant  to  an  investment agreement, commencing January 1, 2007, (a) the
holders  of  the  Series  B  Stock have the right to elect a number of directors
(together  with  other  directors  selected  pursuant  to  the  Designation  of
Shareholder  Rights  included  in the shareholders' agreement) that would be one
director  less  than  a  majority  of  the Board and (b) we will retain Saratoga
Management  Company  LLC to provide management and advisory services to evaluate
our strategy relating to shareholder value, real estate and corporate financing,
and  other strategic initiatives, at an annual fee of $3.2 million. These rights
and obligations will terminate at such time that the Series B Stock is converted
or  redeemed.


<PAGE>
NORTHSTAR  TRANSACTION

     In  October  1997,  a  group  of  institutional  investors led by NorthStar
Capital  Partners  LLC,  of  which Mr. Hamamoto is a principal, purchased 25,000
shares  of  Series  A  Convertible  Exchangeable  Redeemable  Preferred  Stock,
representing  approximately  10%  ownership  of  Emeritus,  for $25 million. The
Series  A  Stock  is  entitled  to a 9% annual dividend, payable quarterly. Each
share  of  Series A Preferred Stock is convertible into that number of shares of
common  stock  equal  to  $1,000  (the  liquidation value of a share of Series A
Preferred  Stock) divided by the conversion price of $18.20 per share. Currently
the  Series  A  Preferred  Stock  is  convertible into an aggregate of 1,373,626
shares  of  our  common stock. The Series A Preferred Stock is also exchangeable
into  convertible  debt  at  our  option.  The  conversion  price  is subject to
adjustment in the event of stock dividends, stock subdivisions and combinations,
and  extraordinary  distributions.  The Series A Preferred Stock has a mandatory
redemption  date  of  October  24,  2004.

     Pursuant  to a shareholders' agreement entered into in connection with this
investment,  Emeritus and Mr. Baty are required to take all necessary action to:

*  elect  one  director  selected  by  NorthStar;

*  if  NorthStar  invests  an additional $25 million in Emeritus, elect a second
additional  director  selected  by  NorthStar;  and

*  if  the  size  of  our  board  increases,  elect additional directors so that
NorthStar's  representation  shall  not  be  less than one-seventh of the entire
board.

     These  rights  terminate  in certain events relating to NorthStar's sale of
capital  stock  or a change in control of NorthStar. All NorthStar transfers are
subject  to our right of first refusal. In addition, if Mr. Baty sells shares of
common  stock  representing  50% or more of his ownership position, NorthStar is
entitled  to  participate in that sale on a pro rata basis. NorthStar has agreed
not  to  purchase any additional shares of our voting securities, from now until
18  months  after it ceases to own 5% of the outstanding common stock on a fully
diluted  basis.

     In  January  2000,  we paid NorthStar $2,250,000 and in April 2000, paid an
additional  $350,000,  which represented all dividends in arrears from 1999. For
the  year  2000,  we  paid two quarters' of dividends that totaled $1.1 million.
Additionally, there are accumulated dividends for two quarterly payments of $1.4
million, accrued at the accelerated default rate of 11%.  For the year 2001, the
Company accumulated dividends aggregating $2.7 million at the arrearage dividend
rate  of  11%.

     Under  the Designation of Shareholder Rights, included in the shareholders'
agreement,  whenever  the  cash dividends have not been paid for six consecutive
quarters,  NorthStar  may  designate  one  director  in  addition  to  the other
directors  that  it  is entitled to designate under the shareholders' agreement.
As  of  January  1,  2002,  NorthStar became entitled to designate an additional
director  under  this  arrangement.


<PAGE>
OTHER  TRANSACTIONS

     During  1995,  Messrs.  Baty and Brandstrom formed Painted Post Partners, a
New  York  general  partnership,  to facilitate the operation of assisted living
communities  in  the  state  of  New York, a state which generally requires that
natural  persons  be  designated  as  the  licensed operators of assisted living
communities.  We  have  entered into administrative services agreements with the
partnership  for  the term of the underlying leases. The administrative services
agreements provide for fees that would equal or exceed the profit of a community
operated  efficiently  at  full  occupancy and, unless reset by agreement of the
parties,  will  increase  automatically  on  an  annual basis in accordance with
changes  in  the  Consumer Price Index. In addition, we have agreed to indemnify
the partners against losses and, in exchange, the partners have agreed to assign
any  profits  to us. As part of their general noncompetition agreements with us,
each  of  Messrs. Baty and Brandstrom has agreed that, in the event he ceases to
be  a  senior  executive  of  Emeritus,  he  will  transfer  his interest in the
partnership  for  a  nominal charge to his successor at Emeritus or other person
designated  by  us.

     We  have  entered  into  noncompetition  agreements  with  Messrs. Baty and
Brandstrom.  These  agreements  provide  that  they  will  not  compete with us,
directly  or  indirectly,  in the ownership, operation or management of assisted
living  communities anywhere in the United States and Canada during the terms of
their  employment  and  for  a  period of two years following the termination of
their  employment.  The agreements also provide, however, that they may hold (1)
up  to  a  10%  limited  partnership  interest  in a partnership engaged in such
business,  (2)  less  than  5%  of the outstanding equity securities of a public
company  engaged  in such business, or (3) interests in the New York partnership
described  above.  These  agreements  do  not limit Mr. Baty's current role with
Holiday  Retirement  Corporation.  Mr. Baty has agreed, however, that if Holiday
operates  or  manages  assisted  living  communities,  other  than  as a limited
component  of  independent  living  communities  consistent  with  its  current
operations,  he  will  not personally be active in the management, operation, or
financing  of  such  facilities nor will he hold any separate ownership or other
interest  therein.

     In  April  1998,  we  entered  into a joint venture with Sanyo Electric Co.
Ltd.,  of  Osaka,  Japan,  with which Mr. Iue is affiliated, to provide assisted
living  services  in  Japan.  The joint venture, Sanyo Emeritus Corporation, has
been  formed  to  provide a residential-based healthcare alternative for Japan's
growing  elderly population. Sanyo Emeritus was initially capitalized with (JPY)
50  million,  or $384,000 (USD), with Emeritus and Sanyo each providing half the
funds.  The  joint venture's first assisted living community in Japan was opened
in  December  1999.  During  2001, we recognized approximately $20,000 of losses
associated  with  our  interest  in  Sanyo Emeritus in accordance with the joint
venture  agreement.


<PAGE>
SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, as amended, the registrant has duly caused this amendment
to  the  report  to  be  signed  on its behalf by the undersigned thereunto duly
authorized.

Dated:     April  30,  2002
                                                            EMERITUS CORPORATION
                                                                    (Registrant)


                                                       /s/ Daniel R. Baty-------
                                                       -------------------------
               Daniel R. Baty, Chief Executive Officer and Chairman of the Board

     Pursuant  to  the requirements of Section 13 or 15(d) of the Securities and
Exchange  Act  of 1934, as amended, this amendment to the report has been signed
by  the  following persons in the capacities indicated below on April 30, 2002.


                                                              /s/ Daniel R. Baty
                                                       -------------------------
                               Chairman of the Board and Chief Executive Officer


                                                       /s/ Raymond R. Brandstrom
                                                       -------------------------
                               Raymond R. Brandstrom, Vice President of Finance,
                                                        Chief Financial Officer,
                                                  and Vice Chairman of the Board


                                                              /s/ Patrick Carter
                                                        Patrick Carter, Director


                                                           /s/ Charles P. Durkin
                                                           ---------------------
                                                     Charles P. Durkin, Director


                                                              /s/ David Hamamoto
                                                        David Hamamoto, Director


                                                                /s/ Motoharu Iue
                                                          Motoharu Iue, Director


                                                             /s/ David W. Niemic
                                                             -------------------
                                                       David W. Niemic, Director