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

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

(Mark  One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  1934

                 For the quarterly period ended March 31, 2002.

[  ]  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)

              WASHINGTON                                 91-1605464
    (State  or other jurisdiction                                (I.R.S Employer
       of  incorporation  or  organization)                 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)
                          ____________________________

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),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  [X]  Yes   [  ]  No


As  of  April  30, 2002, there were 10,199,764 shares of the Registrant's Common
Stock,  par  value  $.0001,  outstanding.

<PAGE>

Pursuant  to  this  Form  10-Q/A,  the  registrant  amends  "Part  I  Financial
Information,  Item  2.  Management's  Discussion  and  Analysis  of  Financial
Condition,  Results  of  Operations, Same Community Comparison" of its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2002, to correct an
error in the number of communities included in the Same Community Comparison and
the  erroneous  omission  of  approximately  $606,000 in expenses from the first
quarter  of  2002.  The  Company  formerly reported a total of 57 communities as
having  been  operated  when,  in  fact,  60  communities  had  been  operated
continuously  since  January  1,  2001,  through  March 31, 2002. Except for the
changes  to the Same Community Comparison no other changes have been made to the
Form  10-Q  for  the  quarterly  period  ended  March  31,  2002.


                         PART I.  FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

RESULTS  OF  OPERATIONS

Same  Community  Comparison

We  operated  60  communities on a comparable basis during both the three months
ended  March  31, 2002 and 2001.  The following table sets forth a comparison of
same  community  results  of  operations,  excluding  general and administrative
expenses,  for  the  three  months  ended  March  31,  2002  and  2001.

<TABLE>
<CAPTION>

                                        Three Months ended March 31,
                                              (In thousands)
                                                            Dollar   Percentage
                                   2002          2001       Change     Change
                               ------------  ------------  --------  -----------
<S>                            <C>           <C>           <C>       <C>
Revenue . . . . . . . . . . .  $    32,907   $    31,883   $ 1,024          3.2%
Community operating expenses.      (20,393)      (19,449)     (944)         4.9
                               ------------  ------------  --------  -----------
  Community operating income.       12,514        12,434        80          0.6
Depreciation & amortization .       (1,616)       (1,581)      (35)         2.2
Facility lease expense. . . .       (6,585)       (6,293)     (292)         4.6
                               ------------  ------------  --------  -----------
    Operating income. . . . .        4,313         4,560      (247)        (5.4)
Interest expense, net . . . .       (2,313)       (2,836)      523        (18.4)
Other income (expense). . . .         (217)         (159)      (58)        36.5
                               ------------  ------------  --------
    Net income. . . . . . . .  $     1,783   $     1,565   $   218         13.9%
                               ============  ============  ========  ===========
</TABLE>

The  same communities represented $32.9 million or 91.1% of our total revenue of
$36.1  million for the first quarter of 2002.  Same community revenues increased
by  $1.0  million  or  3.2%  for  the  quarter  ended  March  31, 2002, from the
comparable  period  in

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<PAGE>

2001.  There  was  a  one-time insurance surcharge of approximately $1.4 million
charged  to  residents  in  the  first  quarter  of  2002 of which approximately
$338,000  was recognized in the period. The increases in same community revenues
were  primarily  due  to  rate increases and the recognized insurance surcharge,
which, in combination, increased revenue per unit by 8.0%, partially offset by a
decrease  in  average occupancy to 82.1% in the first quarter of 2002 from 85.6%
in the first quarter of 2001. For the quarter ended March 31, 2002, we increased
our  net  income  to $1.8 million from $1.6 million for the comparable period of
2001,  primarily  as  a  result  of the revenue increases and decreased interest
expense  resulting  from  lower  interest  rates,  partially offset by increased
facility  lease  expense,  depreciation  and  amortization,  and other expenses.

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<PAGE>

                                    SIGNATURE

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  thereunto  duly  authorized.

Dated:  May  31,  2002

                                             EMERITUS  CORPORATION
                                                 (Registrant)


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

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<PAGE>