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 June 30, 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  July  31,  2002, there were 10,214,934 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 1.  Financial Statements" on its Quarterly Report on Form 10-Q
for  the  quarterly  period  ended  June  30,  2002,  to  correct  the Condensed
Consolidated  Balance  Sheets  for  the  omission  of  the dollar amounts of the
"Redeemable  preferred stock", which were $25 million at both June 30, 2002, and
December 31, 2001.  The row heading for "Redeemable preferred stock" was correct
in  the  original  filing;  however,  the  dollar  amounts were omitted due to a
clerical  error.  The  "Total  liabilities  and  shareholders'  deficit" remains
unchanged.  Except  for the changes to the Condensed Consolidated Balance Sheets
no  other changes have been made to the Form 10-Q for the quarterly period ended
June  30,  2002.

<TABLE>
<CAPTION>

                                      EMERITUS CORPORATION

                                              INDEX


                                 Part I.  Financial Information


<S>                                                                                     <C>

Item 1.  Financial Statements: . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Page No.
                                                                                        --------

         Condensed Consolidated Balance Sheets as of June 30, 2002, and
         December 31, 2001. . . . . . . . . . . . . . . . . . . . . . . . . . .  . . .         1

         Condensed Consolidated Statements of Operations for the
         Three Months and Six Months ended June 30, 2002 and 2001 . . . . . . . . . . .        2

         Condensed Consolidated Statements of Cash Flows for the Six
         Months ended June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . . . . .         3

         Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . .        4

         Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  .       9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                EMERITUS CORPORATION
                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                                     (unaudited)
                                          (In thousands, except share data)
                                                       ASSETS
                                                                                         June 30,      December 31,
                                                                                           2002            2001
                                                                                      --------------  --------------
<S>                                                                                   <C>             <C>
Current Assets:
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      10,959   $       9,811
 Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,625           1,376
 Trade accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . .          1,232           1,172
 Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,164           2,859
 Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . .          4,274           2,463
 Property held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,242           2,242
                                                                                      --------------  --------------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         22,496          19,923
                                                                                      --------------  --------------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        108,672         131,200
Property held for development. . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,040           1,040
Notes receivable from and investments in affiliates. . . . . . . . . . . . . . . . .          3,816           3,675
Restricted deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,852           5,520
Lease acquisition costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,482           4,864
Other assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,583           2,206
                                                                                      --------------  --------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     148,941   $     168,428
                                                                                      ==============  ==============

                                         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
 Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .  $      50,981   $       4,523
 Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,723           2,105
 Accrued employee compensation and benefits. . . . . . . . . . . . . . . . . . . . .          3,824           3,301
 Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,713           2,861
 Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,435           1,415
 Accrued dividends on preferred stock . . . .. . . . . . . . . . . . . . . . . . . .         10,505           7,429
 Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7,381           8,690
 Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,491               -
 Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,601           1,699
                                                                                      --------------  --------------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .         81,654          32,023
                                                                                      --------------  --------------
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . .         68,709         131,070
Convertible debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         32,000          32,000
Deferred gain on sale of communities . . . . . . . . . . . . . . . . . . . . . . . .         20,227          18,671
Deferred rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,491           2,404
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            271             256
                                                                                      --------------  --------------
      Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        205,352         216,424
                                                                                      --------------  --------------
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            736           1,145
Redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         25,000          25,000
Commitments and contingencies
Shareholders' Deficit:
Preferred stock, $.0001 par value. Authorized 70,000 shares; issued and outstanding.              -               -
    30,609 and 30,609 at June 30, 2002, and December 31, 2001, respectively
Common stock, $.0001 par value. Authorized 40,000,000 shares; issued and
    outstanding 10,214,934 and 10,196,030 shares at June 30, 2002, and
    December 31, 2001, respectively. . . . . . . . . . . . . . . . . . . . . . . . .              1               1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         68,397          67,686
Accumulated other comprehensive gain (loss). . . . . . . . . . . . . . . . . . . . .            113            (136)
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (150,658)       (141,692)
                                                                                      --------------  --------------
      Total shareholders' deficit. . . . . . . . . . . . . . . . . . . . . . . . . .        (82,147)        (74,141)
                                                                                      --------------  --------------
      Total liabilities and shareholders' deficit. . . . . . . . . . . . . . . . . .  $     148,941   $     168,428
                                                                                      ==============  ==============
</TABLE>


      See accompanying Notes to Condensed Consolidated Financial Statements
                   and Management's Discussion  and  Analysis
               of  Financial  Condition  and  Results  of Operations
                                        1
<PAGE>

<TABLE>
<CAPTION>

                                         EMERITUS CORPORATION
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (unaudited)
                                 (In thousands, except per share data)

                                                Three Months ended            Six Months ended
                                                  June 30, 2002                 June 30,2002
                                           ----------------------------  ----------------------------
                                               2002           2001           2002           2001
                                           -------------  -------------  -------------  -------------
<S>                                        <C>            <C>            <C>            <C>
Revenues:
  Community revenue . . . . . . . . . . .  $     30,294   $     32,646   $     62,414   $     65,346
  Other service fees. . . . . . . . . . .         1,095            605          2,095          1,148
  Management fees . . . . . . . . . . . .         2,626          1,926          5,651          3,464
                                           -------------  -------------  -------------  -------------
          Total operating revenues. . . .        34,015         35,177         70,160         69,958

Expenses:
  Community operations. . . . . . . . . .        21,084         19,900         41,646         40,547
  General and administrative. . . . . . .         4,867          4,670          9,790          8,837
  Depreciation and amortization . . . . .         1,675          1,856          3,526          3,672
  Facility lease expense. . . . . . . . .         7,410          6,847         14,138         13,679
                                           -------------  -------------  -------------  -------------
          Total operating expenses. . . .        35,036         33,273         69,100         66,735
                                           -------------  -------------  -------------  -------------
          Income (loss) from operations .        (1,021)         1,904          1,060          3,223

Other income (expense):
  Interest income . . . . . . . . . . . .           113            318            222            558
  Interest expense. . . . . . . . . . . .        (2,852)        (3,535)        (5,778)        (7,068)
  Other, net. . . . . . . . . . . . . . .          (174)          (109)          (741)          (252)
                                           -------------  -------------  -------------  -------------
          Net other expense . . . . . . .        (2,913)        (3,326)        (6,297)        (6,762)
                                           -------------  -------------  -------------  -------------

          Net loss. . . . . . . . . . . .        (3,934)        (1,422)        (5,237)        (3,539)

Preferred stock dividends . . . . . . . .         1,732          1,620          3,729          3,231
                                           -------------  -------------  -------------  -------------
          Net loss to common shareholders  $     (5,666)  $     (3,042)  $     (8,966)  $     (6,770)
                                           =============  =============  =============  =============

Loss per common share - basic and diluted  $      (0.56)  $      (0.30)  $      (0.88)  $      (0.67)
                                           =============  =============  =============  =============

Weighted average number of common shares
    outstanding - basic and diluted . . .        10,200         10,151         10,198         10,136
                                           =============  =============  =============  =============
</TABLE>


      See accompanying Notes to Condensed Consolidated Financial Statements
                   and Management's Discussion  and  Analysis
               of  Financial  Condition  and  Results  of Operations
                                        2
<PAGE>

<TABLE>
<CAPTION>

                                                EMERITUS CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (unaudited)
                                                   (In thousands)

                                                                                   Six  Months  Ended  June  30,
                                                                               ------------------------------------
                                                                                     2002               2001
                                                                               -----------------  -----------------
<S>                                                                            <C>                <C>
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         (5,237)  $         (3,539)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Minority interests. . . . . . . . . . . . . . . . . . . . . . . . . . . .               115                (96)
    Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .             3,526              3,672
    Amortization of deferred gain . . . . . . . . . . . . . . . . . . . . . .              (149)              (380)
    Loss on sale of properties. . . . . . . . . . . . . . . . . . . . . . . .               515                  -
    Write off of deferred gain. . . . . . . . . . . . . . . . . . . . . . . .               (12)                 -
    Changes in operating assets and liabilities . . . . . . . . . . . . . . .              (477)            (1,419)
                                                                               -----------------  -----------------
          Net cash used in operating activities . . . . . . . . . . . . . . .            (1,719)            (1,762)
                                                                               -----------------  -----------------

Cash flows from investing activities:
  Acquisition of property and equipment . . . . . . . . . . . . . . . . . . .              (808)              (767)
  Acquisition of property held for development. . . . . . . . . . . . . . . .                 -                 (2)
  Purchase of minority partner interest . . . . . . . . . . . . . . . . . . .            (3,070)                 -
  Proceeds from sale of property and equipment. . . . . . . . . . . . . . . .            25,010              1,014
  Investment in lease acquisition costs . . . . . . . . . . . . . . . . . . .            (1,242)              (126)
  Repayments from (advances to) affiliates and other managed communities. . .              (501)             4,267
  Proceeds from sales of interest in affiliates . . . . . . . . . . . . . . .               750                  -
  Investment in affiliates. . . . . . . . . . . . . . . . . . . . . . . . . .              (107)                 -
  Distributions to minority partners. . . . . . . . . . . . . . . . . . . . .              (250)                 -
                                                                               -----------------  -----------------
          Net cash provided by investing activities . . . . . . . . . . . . .            19,782              4,386
                                                                               -----------------  -----------------

Cash flows from financing activities:
  Proceeds from sale of stock under employee stock purchase plan. . . . . . .                57                  -
  Decrease in restricted deposits . . . . . . . . . . . . . . . . . . . . . .               668                205
  Repayment of short-term borrowings. . . . . . . . . . . . . . . . . . . . .            (1,733)            (1,650)
  Debt issue and other financing costs. . . . . . . . . . . . . . . . . . . .            (1,516)                (7)
  Proceeds from long-term borrowings. . . . . . . . . . . . . . . . . . . . .            37,341                144
  Repayment of long-term borrowings . . . . . . . . . . . . . . . . . . . . .           (51,732)            (1,515)
                                                                               -----------------  -----------------
          Net cash used in financing activities . . . . . . . . . . . . . . .           (16,915)            (2,823)
                                                                               -----------------  -----------------

          Net increase (decrease) in cash and cash equivalents. . . . . . . .             1,148               (199)

Cash and cash equivalents at the beginning of the period. . . . . . . . . . .             9,811              7,496
                                                                               -----------------  -----------------

Cash and cash equivalents at the end of the period. . . . . . . . . . . . . .  $         10,959   $          7,297
                                                                               =================  =================

Supplemental disclosure of cash flow information cash paid during the period
    for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          6,926   $          7,023

Noncash investing and financing activities:
  Notes receivable from buyer in sale/leaseback . . . . . . . . . . . . . . .  $              -   $            635
  Assumption of debt by buyer in sale/leaseback . . . . . . . . . . . . . . .  $              -   $          3,162
  Unrealized holding gains in investment securities . . . . . . . . . . . . .  $            249   $            965
  Accrued preferred stock dividends . . . . . . . . . . . . . . . . . . . . .  $          3,729   $          3,231
</TABLE>


      See accompanying Notes to Condensed Consolidated Financial Statements
                   and Management's Discussion  and  Analysis
               of  Financial  Condition  and  Results  of Operations
                                        3
<PAGE>


                              EMERITUS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The preparation of condensed consolidated financial statements requires Emeritus
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On  an  ongoing  basis,  Emeritus  evaluates  its  estimates,
including  those  related  to  resident  programs  and  incentives,  bad  debts,
investments,  intangible  assets,  income  taxes,  financing  operations,
restructuring,  long-term  service  contracts,  contingencies,  insurance
deductibles,  and  litigation.  Emeritus  bases  its  estimates  on  historical
experience  and  on various other assumptions that are believed to be reasonable
under  the  circumstances,  the  results  of  which  form  the  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different  assumptions  or  conditions.

Emeritus  believes  the  following  critical  accounting  policies  are  most
significant  to  the  judgments  and  estimates  used  in the preparation of its
condensed  consolidated financial statements.  Emeritus maintains allowances for
doubtful  accounts  for  estimated  losses  resulting  from the inability of its
residents  to  make required payments.  If the financial condition of Emeritus's
residents  were  to  deteriorate, resulting in an impairment of their ability to
make  payments,  additional  charges  may  be  required.  Emeritus  utilizes
third-party  insurance  for  losses  and liabilities associated with general and
professional  liability claims subject to established deductible levels on a per
occurrence  basis.  Losses  up to these deductible levels are accrued based upon
Emeritus's  estimates  of the aggregate liability for claims incurred.  If these
estimates  are insufficient, additional charges may be required.  Emeritus holds
shares  in  ARV  Assisted  Living, Inc. amounting to less than 5% of its shares.
ARV  is  publicly  traded  and  has a volatile share price.  Emeritus records an
investment  impairment charge when it believes this investment has experienced a
decline in value that is other than temporary.  Future adverse changes in market
conditions  or poor operating results underlying this investment could result in
losses  or an inability to recover the carrying value of the investment that may
not  be  reflected in this investment's current carrying value, thereby possibly
requiring  an  impairment  charge  in  the future.  Emeritus records a valuation
allowance  to  reduce  its deferred tax assets to the amount that is more likely
than not to be realized, which at this time shows a net asset valuation of zero.
While  Emeritus  has  considered  future  taxable income and ongoing prudent and
feasible  tax  planning  strategies  in  assessing  the  need  for the valuation
allowance,  in  the  event  Emeritus  were to determine that it would be able to
realize  its  deferred  tax  assets  in the future in excess of its net recorded
amount,  an  adjustment  to  the deferred tax asset would increase income in the
period  such  determination  was  made.

BASIS  OF  PRESENTATION

The  unaudited  interim financial information furnished below, in the opinion of
the  Company's management, reflects all adjustments, consisting of only normally
recurring  adjustments,  which  are  necessary  to  state  fairly  the condensed
consolidated  financial  position,  results  of  operations,  and  cash flows of
Emeritus  as  of  June 30, 2002, and for the three and six months ended June 30,
2002  and  2001.  The Company presumes that those reading this interim financial
information  have read or have access to its 2001 audited consolidated financial
statements  and  Management's Discussion and Analysis of Financial Condition and
Results  of  Operations that are contained in the 2001 Form 10-K filed March 29,
2002,  and  amended  on  April  30,  2002.  Therefore,  the  Company has omitted
footnotes  and  other  disclosures herein, which are disclosed in the Form 10-K.

DEFERRED  REVENUE

At  June  30,  2002,  deferred  revenue of $2.5 million consists of the unearned
portion  of  the  insurance  surcharge  and fees charged for move-in services as
discussed  below.

                                        4
<PAGE>
                              EMERITUS CORPORATION
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                                   (unaudited)


Due to dramatic increases in liability insurance premiums for the year 2002, the
Company  decided  to  institute  a  one-time  insurance  surcharge  and  billed
approximately  $1.4  million  to  the  residents of its communities in the first
quarter  of 2002.  The associated revenue is being recognized on a straight-line
basis  over  the  life  of  the  insurance  policy.

In  2001  and prior years, the Company recognized nonrefundable fees charged for
move-in  services  at  the  time  the resident occupied the unit and the related
services  were  performed.  This  treatment  was  not  materially different than
recognition  of  such  fees  over  the average period of occupancy.  However, in
2002,  the Company began charging significantly higher fees for move-in services
than  were  previously  charged.  Therefore, the Company has instituted a policy
consistent  with  SEC  Staff  Accounting  Bulletin 101 "Revenue Recognition", to
defer  such  fees  and  recognize  them  over  the  average period of occupancy,
approximately  16 months.  This resulted in deferring approximately $1.8 million
of  revenue  at June 30, 2002, of which $1.2 million and $800,000 relate to fees
charged  in  the  six-month  and  three-month  periods  ended  June  30,  2002,
respectively.  The  Company  has  not  deferred any of the costs incurred in the
performance  of  the  move-in  services.

EMERITRUST  TRANSACTIONS

The  Company  manages  46 communities referred to as the Emeritrust communities,
including  25  Emeritrust  I communities, 16 Emeritrust II Operating communities
and  five  Emeritrust  II  Development  communities, under management agreements
described  in  the  Company's  Annual  Report  on  Form  10-K for the year ended
December  31,  2001.  The  Company  does  not  recognize  management fees on the
Emeritrust  communities  as  revenue  in  its  condensed  consolidated financial
statements  to  the  extent  that  it  is funding the cash operating losses that
include  them,  although the amounts of the funding obligation each year include
management  fees  earned  by  Emeritus  under  the  management  agreements.
Correspondingly,  the  Company  recognizes  the  funding  obligation  under  the
agreement,  less  the applicable management fees, as an expense in its condensed
consolidated  financial statements under the category "Other, net".  Conversely,
if  the  applicable  management  fees exceed the funding obligation, the Company
recognizes  the  management  fees  less the funding obligation as management fee
revenue  in  its  condensed  consolidated  financial  statements.

For  the  three  months  ended June 30, 2002 and 2001, (i) total management fees
earned  and  recognized  as  revenue  for  the  Emeritrust  I  communities  were
approximately  $402,000  and  $579,000, respectively; (ii) total management fees
earned  for  the  Emeritrust  II  Development  communities  were  $229,000,  and
$126,000,  respectively,  of  which  $203,000  and  $108,000, respectively, were
recognized  as  revenue; and (iii) management fees earned and recognized for the
Emeritrust  II  Operating communities, for which there is no funding obligation,
were  $479,000 and $454,000, respectively.  Thus, the management fees recognized
for  all  of the Emeritrust communities decreased $57,000 for the second quarter
of  2002  compared  to  the  comparable  period  in  2001.
For  the  Emeritrust I communities there was no funding obligation for the three
months  ended June 30, 2002 and 2001.  The Company's funding obligations for the
Emeritrust  II  Development  communities  were $85,000 and $70,000 for the three
months  ended  June  30, 2002 and 2001, respectively.  Thus, the Company's gross
funding obligations increased $15,000 for the second quarter of 2002 compared to
the  comparable  period  in  2001.

For  the  six  months  ended  June  30, 2002 and 2001, (i) total management fees
earned for the Emeritrust I communities were approximately $1.1 million for both
periods,  of  which  $1.1 million and $875,000, respectively, were recognized as
revenue;  (ii)  total  management  fees earned for the Emeritrust II Development
communities  were  $397,000,  and  $240,000, respectively, of which $358,000 and
$185,000,  respectively,  were  recognized as revenue; and (iii) management fees
earned  and  recognized  for  the

                                        5
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Emeritrust  II  Operating communities, for which there is no funding obligation,
were  $965,000 and $919,000, respectively.  Thus, the management fees recognized
for  all  of  the  Emeritrust  communities  increased $444,000 for the first two
quarters  of  2002  compared  to  the  comparable  period  in  2001.

For  the  Emeritrust  I  communities there was no funding obligation for the six
months  ended  June 30, 2002, compared to $387,000 for the six months ended June
30,  2001.  The  Company's funding obligations for the Emeritrust II Development
communities  were  $121,000  and $218,000 for the six months ended June 30, 2002
and 2001, respectively.  Thus, the Company's gross funding obligations decreased
$484,000 for the first two quarters of 2002 compared to the comparable period in
2001.

PROPERTY  HELD  FOR  SALE

Emeritus  currently  has  two  properties  being  held  for  sale.  Assets to be
disposed  of  are  reported at the lower of their carrying amount or fair market
value  less  costs  to  sell.

PROPERTY  AND  EQUIPMENT

In  March 2002, the Company entered into a 15-year master lease arrangement with
Health  Care  REIT, Inc. ("HC REIT") for four communities, two of which Emeritus
previously  held  an ownership interest in and two of which it previously leased
from  another  lessor.  With  respect  to  one  community, located in Fairfield,
California,  the  Company  held  a  50%  economic  interest with a related party
investor,  which  was  owned or controlled by Daniel R Baty, the Company's chief
executive  officer.  Concurrently  with  the closing of the HC REIT transaction,
Emeritus  purchased  the  related  party  investor's  economic  interest for his
investment basis of $2.1 million plus a 9% return, a $2.95 million total payment
and  then sold the Fairfield facility to HC REIT.  The Company recognized a loss
on  the  repurchase of approximately $158,000, which is included in "Other, net"
in  the condensed consolidated statements of operations for the six months ended
June  30,  2002.  Another community, located in Paso Robles, California, was 50%
owned by an outside investor.  Also concurrently with the closing of the HC REIT
transaction,  the Company purchased the remaining 50% interest in this community
for  $2.65  million  and  then  sold  the  Paso Robles facility to HC REIT.  The
remaining  two  communities,  located  in  Hattiesburg, Mississippi, and Urbana,
Illinois, were both under operating leases with a different lessor, which agreed
to  convey  those communities directly to HC REIT. Concurrently with the closing
of  these  four  purchase  and sale transactions, Emeritus entered into a master
lease arrangement with HC REIT for all four communities and recognized a loss of
approximately  $372,000,  which  is  recorded  in  "Other, net" in the condensed
consolidated  statements  of  operations for the six months ended June 30, 2002.
The  loss  is  primarily comprised of write-offs of existing loan fees and lease
acquisition  costs  for  the  four  buildings.  Additionally,  the Company had a
deferred  gain  on  sale  associated with the transaction that approximated $1.8
million  and  new  lease  acquisition  costs of $1.0 million that are both being
amortized  over  the  lease  period  of  15  years.

In  April  2002,  the  Company  entered into agreements to acquire the ownership
interest  of  one  community and the leasehold interest of seven communities for
the  assumption  of  the  mortgage  debt relating to the owned community and the
lease  obligations  relating  to the leased communities.  The eight communities,
comprising  617  units  in  Louisiana and Texas, had been operated previously by
Horizon  Bay  Management  L.L.C.,  a national seniors housing management company
that  manages  the  WHSLH Realty, L.L.C. portfolio of senior housing properties.
In  May  and  July, 2002, Emeritus assigned its rights under these agreements to
entities  wholly owned by Daniel R. Baty, the Company's chief executive officer,
and  entered  into  a five-year agreement expiring April 30, 2007, with the Baty
entities  to  manage  the  eight communities for a management fee of 5% of gross
revenue.  In  completing  the  agreements  with Horizon Bay, Mr. Baty personally
guaranteed  the  mortgage and lease obligations.  As a part of these agreements,
the  Company  has the right to acquire the interests of the Baty entities in the
eight  communities at any time prior to April 30, 2007, by assuming the mortgage
debt  and lease obligations and paying such Baty entities the amount of any cash
investment  in  the  communities,  plus  9%  per  annum.  In  the  acquisition
agreements,  Horizon  Bay  agreed to fund operating losses of the communities to
the  extent  of  $2.5  million  in  the  first  twelve  months

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<PAGE>
 and  $870,000  in  the  second  twelve months following the closing.  Under the
management  agreements  with  the Baty entities, Emeritus has agreed to fund any
operating  losses  in  excess  of  these  limits  over the five-year term of the
management  agreement.  We  recognized  management  fee revenue of approximately
$133,000  from  these  communities  for  the  quarter  ended  June  30,  2002.

ACCRUED  DIVIDENDS  ON  PREFERRED  STOCK
Since  the  third quarter of 2000, the Company has accrued its obligation to pay
cash  dividends  to both the Series A and Series B preferred shareholders, which
amounted  to  $10.5  million  at  June  30,  2002,  including  all penalties for
non-payment.  Since  dividends  on  the  Series  A  shares were not paid for six
consecutive  quarters,  the  Series  A dividends were calculated on a compounded
cumulative  basis,  retroactively in the first quarter of 2002.  This caused the
preferred  stock dividends to be approximately $498,000 higher for the first two
quarters  of  2002  as compared to the first two quarters of 2001.  In addition,
since  the  Company  had  not paid these dividends for more than six consecutive
quarters, both the Series A and Series B shareholders became entitled to appoint
one  additional  director each to the Company's board of directors. At this time
neither  of  the  Series  A  or  Series  B shareholders has chosen to appoint an
additional  director  to  the  Company's  Board.
Series  B dividends were to be paid in cash and in additional shares of Series B
preferred  stock.  For  the paid-in-kind dividends for the first two quarters of
2000,  609  shares  of  Series  B  preferred  stock were issued.  Since then, no
additional  shares  had  been  issued  until  after  the second quarter of 2002.
Effective  July  1,  2002,  2,533  additional shares were issued as paid-in-kind
dividends  to  cover  the  period  from  July  1,  2000,  through June 30, 2002.

LONG-TERM  DEBT

On  April 1, 2002, in conjunction with the HC REIT master lease transaction more
fully  discussed under "Property and Equipment" above, the Company received $6.7
million  in  proceeds  from  a  $6.8 million debt issuance under a separate loan
agreement  with HC REIT.  The loan agreement requires interest only payments and
bears  interest  at 12% per annum with fixed annual increases of 50 basis points
for  a  term  of  36  months.

The  current  portion  of  long-term  debt  at  June  30,  2002,  has  increased
approximately  $46.5  million  since December 31, 2001, primarily due to certain
debt  instruments  having  maturity  dates  prior  to  June  30,  2003.  Most
significantly,  these debt instruments are a $6.8 million note to GMAC, which is
due  February  1,  2003,  and  notes totaling $40.6 million to Deutsche Bank AG,
which  are  due  May  31,  2003.

LOSS  PER  SHARE

Basic  net  loss  per  share  is  computed  based  on  weighted  average  shares
outstanding  and excludes any potential dilution.  Diluted net loss per share is
computed  on the basis of the weighted average number of shares outstanding plus
dilutive  potential  common shares using the treasury stock method.  The capital
structure  of  Emeritus  includes  convertible  debentures,  redeemable  and
non-redeemable  convertible  preferred  stock,  common stock warrants, and stock
options.  The  assumed  conversion  and  exercise  of these securities have been
excluded  from  the calculation of diluted net loss per share since their effect
is  anti-dilutive.  The loss per common share was calculated on a dilutive basis
without consideration of 10,193,900 and 8,087,358 common shares at June 30, 2002
and  2001,  respectively,  related to outstanding options, warrants, convertible
debentures,  and  convertible  preferred  stock.

UNREALIZED  HOLDING  GAINS  ON  INVESTMENT  SECURITIES

The  change  in  unrealized  holding  gains  on  investment  securities  for the
six-month  period  ended  June  30,  2002, represents the change in value of the
Company's  investment  in  ARV  Assisted  Living,  Inc.

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<PAGE>


OTHER  COMPREHENSIVE  INCOME

Other comprehensive income includes the following transactions for the three and
six  month  period  ended  June  30,  2002  and  2001,  respectively:

<TABLE>
<CAPTION>

                                         Three Months ended June 30,           Six Months ended June 30,
                                  ------------------------------------  ------------------------------------
                                        2002               2001               2002               2001
                                  -----------------  -----------------  -----------------  -----------------
                                                                (In thousands)
<S>                               <C>                <C>                <C>                <C>
Net loss to common shareholders.  $         (5,666)  $         (3,042)  $         (8,966)  $         (6,770)
Other comprehensive income:
     Unrealized holding gains on
          investment securities.               121                861                249                965
                                  -----------------  -----------------  -----------------  -----------------
Comprehensive loss . . . . . . .  $         (5,545)  $         (2,181)  $         (8,717)  $         (5,805)
                                  =================  =================  =================  =================
</TABLE>

LIQUIDITY

The  Company  has  incurred significant operating losses since its inception and
has a working capital deficit of $59.2 million, although $2.5 million represents
deferred  revenues  and $10.5 million of preferred cash dividends is only due if
declared  by  the  Company's  board of directors.  To date, the Company has been
dependent  upon  third  party  financing  or  disposition  of  assets  to  fund
operations.  Management  intends to continue to refinance or restructure debt as
necessary.  The Company cannot, however, guaranty that third party financing and
refinancing  or  dispositions  of  assets  will  be available timely or on terms
acceptable  to  Emeritus.  In April 2002, the Company completed a lease and debt
transaction  having  a  beneficial  impact on working capital of $6.7 million in
conjunction  with  the  HC  REIT  master lease transaction, more fully discussed
elsewhere  in  the  Notes  to Condensed Consolidated Financial Statements and in
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations.  With  respect to the $40.6 million of mortgage debt that matures on
May  31,  2003,  the  Company has been in discussions with the lender and others
regarding  restructuring  or  refinancing  the  debt  and,  although the Company
believes  the  issue  will be resolved prior to the maturity of this debt, there
has been no agreement reached at this time and the Company has no commitment for
refinancing.  If  the  Company  is unable to restructure or refinance this debt,
the  lender  could  declare  the  entire  amount  immediately due and payable at
maturity  and  could  begin  foreclosure  proceedings  with respect to the seven
assisted  living  properties  that  secure  this  debt.  In addition, this would
result  in  defaults  under  other  leases  and loan agreements.  Except for the
potential  financial  impact  of  being  unable  to refinance the aforementioned
mortgage  debt,  management  believes  Emeritus  has sufficient funds to sustain
operations  at  least  through  June  30,  2003.

RECLASSIFICATIONS

Certain  reclassifications of 2001 amounts have been made to conform to the 2002
presentation.

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<PAGE>

<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:  October 18, 2002

                                              EMERITUS  CORPORATION
                                                 (Registrant)


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

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