CERTIFICATIONS

I,  Raymond  R.  Brandstrom,  Chief  Financial  Officer,  certify  that:

    1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Emeritus
       Corporation;

    2.  Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances  under  which  such
       statements  were  made, not misleading with respect to the period covered
       by  this  report;

    3.  Based  on  my  knowledge,  the financial statements, and other financial
       information  included  in  this  report,  fairly  present in all material
       respects the financial condition, results of operations and cash flows of
       the  registrant  as  of,  and  for, the periods presented in this report;

    4.  The  registrant's  other  certifying  officer  and I are responsible for
       establishing  and  maintaining  disclosure  controls  and  procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and  have:

       (a)  Designed  such  disclosure  controls  and procedures, or caused such
           disclosure  controls  and  procedures  to  be  designed  under  our
           supervision,  to  ensure  that  material  information relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which  this  report  is  being  prepared;

       (b)  Evaluated  the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness  of  the  disclosure controls and procedures, as of the
           end  of  the  period covered by this report based on such evaluation;
           and

       (c)  Disclosed  in  this  report  any change in the registrant's internal
           control  over  financial  reporting  that  occurred  during  the
           registrant's most recent fiscal quarter that has materially affected,
           or  is  reasonably  likely  to  materially  affect,  the registrant's
           internal  control  over  financial  reporting;  and

    5.  The registrant's other certifying officer and I have disclosed, based on
       our  most recent evaluation of internal control over financial reporting,
       to  the registrant's auditors and the audit committee of the registrant's
       board  of  directors  (or  persons  performing the equivalent functions):

       (a) All significant deficiencies and material weaknesses in the design or
           operation  of  internal  control  over  financial reporting which are
           reasonably  likely  to  adversely  affect the registrant's ability to
           record,  process,  summarize  and  report  financial information; and

       (b) Any fraud, whether or not material, that involves management or other
           employees  who  have  a significant role in the registrant's internal
           control  over  financial  reporting.



                                           /s/    Raymond  R.  Brandstrom
                                           ------------------------------
                                            Raymond  R.  Brandstrom
                                            Chief  Financial  Officer
                                            May  13, 2004