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                                                                   EXHIBIT 10.21

                         SUNRISE ASSISTED LIVING, INC.
                 1996 DIRECTORS' STOCK OPTION PLAN, AS AMENDED

      1.         NAME AND PURPOSE.

                 1.1      This plan is the SUNRISE ASSISTED LIVING, INC. 1996
DIRECTORS' STOCK OPTION PLAN (the "Plan").

                 1.2      The purposes of the Plan are to enhance the Company's
ability to attract and retain highly qualified individuals to serve as members
of the Company's Board of Directors and to provide additional incentives to
Directors to promote the success of the Company.  The Plan provides Directors
of the Company an opportunity to purchase shares of the Stock of the Company
pursuant to Options.  Options granted under the Plan shall not constitute
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

                 1.3      This Plan is intended to constitute a "formula plan"
and the Directors are intended to be "disinterested administrators" of Other
Plans for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

         2.      DEFINITIONS.

                 For purposes of interpreting the Plan and related documents
(including Stock Option Agreements), the following definitions shall apply:

                 2.1      "Additional Option" means any Option other than an
Initial Option.

                 2.2      "Board" means the Board of Directors of the Company.

                 2.3      "Commencement of Service" means the date of election
of the Director to his or her first term as a Director.

                 2.4      "Company" means Sunrise Assisted Living, Inc., a
Delaware corporation.

                 2.5      "Director" means a member of the Company's Board who
is not an officer or employee of the Company or any of its subsidiaries and was
not serving as a Series A Director (as defined in that certain Stockholders'
Agreement dated as of January 4, 1995) on the Effective Date.

                 2.6      "Effective Date" means the date the Plan was adopted
by the Board.

                 2.7      "Exercise Price" means the Option Price multiplied by
the number of shares of Stock purchased pursuant to exercise of an Option.

                 2.8      "Expiration Date" means the tenth anniversary of the
Grant Date, or, if earlier, the termination of the Option pursuant to Section
4.2(c).

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                 2.9      "Fair Market Value" means the value of each share of
Stock subject to this Plan determined as follows:  If on the Grant Date or
other determination date the Stock is listed on an established national or
regional stock exchange, is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System, or is publicly traded on an
established securities market, the Fair Market Value of the Stock shall be the
closing price of the Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the trading
day immediately preceding the Grant Date or other determination date (or, if
there is no such reported closing price, the Fair Market Value shall be the
mean between the highest bid and lowest asked prices or between the high and
low sale prices on such trading day), or, if no sale of the Stock is reported
for such trading day, on the next preceding day on which any sale shall have
been reported.  If the Stock is not listed on such an exchange, quoted on such
System or traded on such a market, Fair Market Value shall be determined by the
Board in good faith.

                 2.10     "Grant Date" means the date on which an Option takes
effect pursuant to Section 7 of this Plan.

                 2.11     "Initial Option" means an Option received by each
Director as of the Director's Commencement of Service.

                 2.12     "Option" means any option to purchase one or more
shares of Stock pursuant to this Plan including both Initial Options and
Additional Options.

                 2.13     "Optionee" means a person who holds an Option under
this Plan.

                 2.14     "Option Period" means the period during which Options
may be exercised as defined in Section 9.

                 2.15     "Option Price" means the purchase price for each
share of Stock subject to an Option.

                 2.16     "Other Plan" means the Sunrise Assisted Living, Inc.
1995 Stock Option Plan and any other stock option plan adopted by the Company
or any of its subsidiaries other than the Plan.

                 2.17     "1933 Act" means the Securities Act of 1933, as now
in effect or as hereafter amended.

                 2.18     "Stock" means the Common Stock, par value $.01 per
share, of the Company.

                 2.19     "Stock Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.





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         3.      ADMINISTRATION OF THE PLAN.

                 The Plan shall be administered by the Board.  The Board's
responsibilities under the Plan shall be limited to taking all legal actions
necessary to document the Options provided herein, to maintain appropriate
records and reports regarding those Options, and to take all acts authorized by
this Plan.

         4.      STOCK SUBJECT TO THE PLAN.

                 4.1      Subject to adjustments made pursuant to Section 4.2,
the maximum number of shares of Stock which may be issued pursuant to the Plan
shall not exceed 100,000.  If any Option expires, terminates or is canceled for
any reason before it is exercised in full, the shares of Stock that were
subject to the unexercised portion of the Option shall be available for future
Options granted under the Plan.

                 4.2      (a)     If the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable on capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company, occurring after the effective date of the Plan,
the number and kinds of shares for the purchase of which Options may be granted
under the Plan shall be adjusted proportionately and accordingly by the
Company.  In addition, the number and kind of shares for which Options are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option immediately following such
event shall, to the extent practicable, be the same as immediately prior to
such event.  Any such adjustment in outstanding Options shall not change the
aggregate Option Price payable with respect to shares subject to the
unexercised portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.

                          (b)     Subject to Subsection (c) hereof, if the
Company shall be the surviving corporation in any reorganization, merger or
consolidation of the Company with one or more other corporations, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger or consolidation.

                          (c)     Upon the dissolution or liquidation of the
Company, or upon a merger, consolidation or reorganization of the Company with
one or more other corporations in which the Company is not the surviving
corporation, or upon a sale of all or substantially all of the assets of the
Company to another corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Company is the surviving
corporation) approved by the Board which results in any person





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or entity owning 80 percent or more of the combined voting power of all classes
of stock of the Company, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing in connection with
such transaction for the continuation of the Plan, the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan (if applicable) and Options
theretofore granted shall continue in the manner and under the terms so
provided.  In the event of any such termination of the Plan and Options, each
individual holding an Option shall have the right immediately prior to the
occurrence of such termination and during such period occurring prior to such
termination as the Board in its sole discretion shall determine and designate,
to exercise such Option to the extent that such Option was otherwise
exercisable at the time such termination occurs.  The Board shall send written
notice of an event that will result in such a termination to all individuals
who hold Options not later than the time at which the Company gives notice
thereof to its stockholders.

                          (d)     Adjustments under this Section 4.2 related to
stock or securities of the Company shall be made by the Board, whose
determination in that respect shall be final, binding, and conclusive.  No
fractional shares of Stock or units of other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share or unit.

                          (e)     The grant of an Option pursuant to the Plan
shall not affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

         5.      ELIGIBILITY.

                 Eligibility under this Plan is limited to Directors of the
Company.

         6.      THE OPTION PRICE.

                 The Option Price of the Stock covered by each Option granted
under this Plan shall be the greater of the Fair Market Value or the par value
of such Stock on the Grant Date.  The Option Price shall be subject to
adjustment as provided in Section 4.2 hereof.

         7.      NUMBER OF SHARES AND GRANT DATES.

                 Each Director whose Commencement of Service is after the
Effective Date and before termination of the Plan shall be granted an Initial
Option, as of the date of the Director's Commencement of Service, to purchase
10,000 shares of Stock.  An Additional





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Option to purchase 5,000 shares of Stock shall be granted immediately after
each subsequent annual meeting of the Company's stockholders (commencing with
the 1997 annual meeting) occurring before the Plan terminates to each Director
who is then serving on the Board.  Notwithstanding the foregoing, no Director
shall be eligible to receive an Additional Option grant if on the Grant Date
such individual also is an officer or employee of the Company or any of its
subsidiaries.

         8.      VESTING OF OPTIONS.

                 Subject to the provisions of Section 9, the Initial and
Additional Options shall be vested upon the respective Grant Date (but shall
not be exercisable before approval of the Plan by stockholders).

         9.      OPTION PERIOD.

                 An Option shall be exercisable only during the Option Period.
The Option Period shall commence six months after the later of (i) the Grant
Date or (ii) the date on which the Plan is approved by the stockholders of the
Company (or, if a six-month delay on the sale of stock acquired pursuant to the
exercise of an Option is no longer necessary to satisfy the requirements of
Rule 16b-3 under the Exchange Act, upon the later of such dates), and shall end
at the close of business on the Expiration Date.  Termination of the Optionee's
status as a Director for any reason shall not cause an Option to terminate.

         10.     TIMING AND METHOD OF EXERCISE.

                 Subject to the limitations of Sections 8 and 9, an Optionee
may, at any time, exercise an Option with respect to all or any part of the
shares of Stock then subject to such Option by giving the Company written
notice of exercise, specifying the number of shares as to which the Option is
being exercised.  Such notice shall be addressed to the Secretary of the
Company at its principal office, and shall be effective when actually received
(by personal delivery, fax or other delivery) by the Secretary of the Company.
Such notice shall be accompanied by an amount equal to the Exercise Price of
such shares, in the form of any one or combination of the following:  cash or
cash equivalents, or shares of Stock valued at Fair Market Value in accordance
with the Plan.  If shares of Stock that are acquired by the Optionee through
exercise of an Option or an option issued under an Other Plan are surrendered
in payment of the Exercise Price of Options, the Stock surrendered in payment
must have been (i) held by the Optionee for more than six months at the time of
surrender, or (ii) acquired under an Option granted not less than six months
prior to the time of surrender.  However, payment in full of the Exercise Price
need not accompany the written notice of exercise provided the notice of
exercise directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable to
the Company as the agent for the individual exercising the Option and, at the
time such Stock certificate or certificates are delivered, the broker tenders
to the Company cash (or cash equivalents acceptable to the Company) equal to
the Exercise Price.





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         11.     NO STOCKHOLDER RIGHTS UNDER OPTION.

                 No Optionee shall have any of the rights of a stockholder with
respect to the shares of Stock subject to an Option except to the extent the
certificates for such shares shall have been issued upon the exercise of the
Option.

         12.     CONTINUATION OF SERVICE.

                 Nothing in the Plan shall confer upon any person any right to
continue to serve as a Director.

         13.     STOCK OPTION AGREEMENT.

                 Each Option granted pursuant to the Plan shall be evidenced by
a written Stock Option Agreement notifying the Optionee of the grant and
incorporating the terms of this Plan.  The Stock Option Agreement shall be
executed by the Company and the Optionee.

         14.     WITHHOLDING.

                 The Company shall have the right to withhold, or require an
Optionee to remit to the Company, an amount sufficient to satisfy any
applicable federal, state, local or foreign withholding tax requirements
imposed with respect to exercise of Options.  To the extent permissible under
applicable tax, securities, and other laws, the Optionee may satisfy a tax
withholding requirement by directing the Company to apply shares of Stock to
which the Optionee is entitled as a result of the exercise of an Option to
satisfy withholding requirements under this Section 14.

         15.     NON-TRANSFERABILITY OF OPTIONS.

                 Each Option granted pursuant to this Plan shall, during
Optionee's lifetime, be exercisable only by Optionee, and neither the Option
nor any right thereunder shall be transferable by the Optionee by operation of
law or otherwise other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined in Section
414(p)(1)(B) of the Internal Revenue Code of 1986, as amended and shall not be
pledged or hypothecated (by operation of law or otherwise) or subject to
execution, attachment or similar processes.

         16.     USE OF PROCEEDS.

                 Cash proceeds realized from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company.





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         17.     ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.

                 17.1     The Plan shall be effective as of the date of
adoption by the Board, subject to approval of the Plan within one year of its
adoption by the Board by the affirmative votes of the holders of a majority of
the Stock of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with applicable laws of the state of Delaware,
or by consent as permitted by law, provided, that upon approval of the Plan by
the stockholders of the Company, all Options granted under the Plan on or after
the Effective Date shall be fully effective as if the stockholders had approved
the Plan on the Effective Date.

                 17.2     Subject to the limitation of Section 17.4, the Board
may at any time suspend or terminate the Plan, and may amend it from time to
time in such respects as the Board may deem advisable; provided, however, to
the extent required under Rule 16b-3 under the Exchange Act as in effect at the
time of such amendment, the Board shall not amend the Plan in the following
respects without the approval of stockholders then sufficient to approve the
Plan in the first instance:

                          (a)     To materially increase the benefits accruing
to participants under the Plan (for example, to increase the number of Options
that may be granted to any Director);

                          (b)     To materially increase the maximum number of
shares of Stock that may be issued under the Plan; or

                          (c)     To materially modify the requirements as to
eligibility for participation in the Plan.

                 17.3     No Option may be granted during any suspension or
after the termination of the Plan, and no amendment, suspension or termination
of the Plan shall, without the Optionee's consent, alter or impair any rights
or obligations under any Stock Option Agreement previously entered into under
the Plan.  This Plan shall terminate ten years after the Effective Date unless
previously terminated pursuant to Section 4.2 or by the Board pursuant to this
Section 17.

                 17.4     Notwithstanding the provisions of Section 17.2,
except to the extent permissible under Rule 16b-3 under the Exchange Act, the
formula provisions of this Plan shall not be amended more than once in any
six-month period other than to comport with changes in the Internal Revenue
Code of 1986, the Employee Retirement Income Security Act of 1974, or the rules
promulgated thereunder.

         18.     REQUIREMENTS OF LAW.

                 18.1     The Company shall not be required to sell or issue
any shares of Stock under any Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or the
Company of any provisions of any law or





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regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations.  Specifically in connection
with the 1933 Act, upon exercise of any Option, unless a registration statement
under such Act is in effect with respect to the shares of Stock covered by such
Option, the Company shall not be required to sell or issue such shares unless
the Board has received evidence satisfactory to the Board that the holder of
such Option may acquire such shares pursuant to an exemption from registration
under such Act.  Any determination in this connection by the Board shall be
final, binding, and conclusive.  The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the 1933 Act.
The Company shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority.  As to any
jurisdiction that expressly imposes the requirement that an Option shall not be
exercisable unless and until the shares of Stock covered by such Option are
registered or are subject to an available exemption from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

                 18.2     The intent of this Plan is to qualify for the
exemption provided by Rule 16b-3 under the Exchange Act.  To the extent any
provision of the Plan or action by the Plan administrators does not comply with
the requirements of Rule 16b-3, it shall be deemed inoperative, to the extent
permitted by law and deemed advisable by the Plan administrators, and shall not
affect the validity of the Plan.  In the event Rule 16b-3 is revised or
replaced, the Board may exercise discretion to modify this Plan in any respect
necessary to satisfy the requirements of the revised exemption or its
replacement.

         19.     GOVERNING LAW.

                 The validity, interpretation and effect of this Plan, and the
rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of Delaware, other than the choice of law rules
thereof.

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