<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
     [xx]         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

                 For the transition period from       to      .

                         Commission File Number 0-20765

                          SUNRISE ASSISTED LIVING, INC.
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                    54-1746596
----------------------------------------           -----------------------------
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

           7902 Westpark Drive
               McLean, VA                                      22102
----------------------------------------           -----------------------------
          (Address of principal                             (Zip Code)
           executive offices)

               Registrant's telephone number, including area code:
                                 (703) 273-7500

           Securities registered pursuant to Section 12(b) of the Act:
                                (Not applicable)

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

                 5 1/2% Convertible Subordinated Notes due 2002
                 ----------------------------------------------
                                (Title of class)

        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. Yes  X  No
                                              ---    ---

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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.
                             ---

        The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing price of the registrant's common stock as
of March 12, 2001 was $346,967,013. */

        The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date is:

                 Class: Common Stock, par value $.01 per share.

                Outstanding at March 12, 2002: 22,352,751 shares.

------------------------
*/ Solely for the purposes of this calculation, all directors and executive
officers of the registrant and all stockholders beneficially owning more than 5%
of the registrant's common stock are considered to be affiliates.


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                                EXPLANATORY NOTE

        This Form 10-K/A is being filed to furnish two amendments inadvertently
omitted from Exhibit 2.2 previously furnished in Sunrise Assisted Living, Inc.'s
Form 10-K filed March 29, 2002.







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                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.

                                          SUNRISE ASSISTED LIVING, INC.
                                          --------------------------------------
                                                    Registrant



                                          By: /s/ Carl G. Adams
                                              ----------------------------------
                                              Carl G. Adams
                                              Chief Accounting Officer
                                              (Principal Accounting Officer)


                                                          4/2/02
                                          --------------------------------------
                                                           Date




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                          EXHIBITS INDEX TO FORM 10-K/A


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<CAPTION>
                                                                                          Page (by
                                                                                         Sequential
Exhibit                                                                                  Numbering
Number                                Identity of Exhibit                                 System)
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<S>             <C>                                                                      <C>


2.2             Amended and Restated Transaction Agreement by and among Sunrise
                Assisted Living Investments, Inc., Sunrise Development, Inc.,
                Sunrise Assisted Living, Inc. and certain Sunrise property
                owning entities and US Assisted Living Facilities, Inc. dated as
                of January 30, 2002, as amended
</TABLE>



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