<PAGE>   1
     As filed with the Securities and Exchange Commission on June 5, 1996

                                                 Registration No. 333-        
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                -------------
                                  FORM S-8
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                        Sunrise Assisted Living, Inc.
                --------------------------------------------
           (Exact name of registrant as specified in its charter)

                                  Delaware
           ------------------------------------------------------
       (State or other jurisdiction of incorporation or organization)

                                 54-1746596
                  -----------------------------------------
                    (I.R.S. employer identification no.)

               9401 Lee Highway, Suite 300, Fairfax, VA 22031
             ---------------------------------------------------
             (Address of principal executive offices) (Zip code)

                     1995 Stock Option Plan, as amended
                      1996 Directors' Stock Option Plan
               Stock Option Agreement entered into, effective
              January 4, 1995, by and between Sunrise Assisted
                      Living, Inc. and David W. Faeder
                      --------------------------------
                          (Full title of the plans)

                 Thomas B. Newell, Executive Vice President
                             and General Counsel
                        Sunrise Assisted Living, Inc.
               9401 Lee Highway, Suite 300, Fairfax, VA 22031
               ----------------------------------------------
                   (Name and address of agent for service)

                                (703) 273-7500
     ------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                  Copy to:

                          George P. Barsness, Esq.
                           Hogan & Hartson L.L.P.
                               Columbia Square
                         555 Thirteenth Street, N.W.
                           Washington, D.C.  20004
                               (202) 637-5600

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be             Proposed maximum            Proposed maximum            Amount of
  to be registered                registered          offering price per share    aggregate offering price     registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                       <C>                       <C>                       <C>
Common Stock,
par value $.01 per share           1,798,065                 $24.00 (1)                $43,153,560 (1)           $14,881 (1)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         (1)  Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of June 3, 1996 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 9
<PAGE>   2
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

     (a) The Registrant's prospectus filed with the Commission on May 31, 1996
          pursuant to Rule 424(b), which prospectus contains audited financial
          information for the year ended December 31, 1995;

     (b) The description of the Registrant's common stock, par value $.01 per
          share (the "Common Stock") contained in the Registrant's Form 8-A
          filed with the Commission on May 30, 1996; and

     (c) All documents filed by the Registrant subsequent to the date hereof
          pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
          Exchange Act of 1934, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been sold
          or which deregisters all securities remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and
agents and its former

                                    - 2 -
<PAGE>   3
directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity.  The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Delaware Law does not permit indemnification in an action or
suit by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication.  Indemnity
is mandatory to the extent a claim, issue or matter has been successfully
defended.

     The Registrant's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law.  Under the By-laws, the Registrant shall
advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.  The Registrant
has obtained directors' and officers' liability insurance.

      The Registrant has entered into separate indemnification agreements with
its directors and officers.  Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

                                   * * * * *

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a director, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.





                                     - 3 -
<PAGE>   4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number              Description

    4.1        Form of Restated Certificate of Incorporation (incorporated by
               reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on May 28, 1996).

    4.2        Amended and Restated By-Laws (incorporated by reference to
               Exhibit 3.2 to Amendment No. 2 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-2582) filed with
               the Commission on May 28, 1996).

    4.3        Stockholder Rights Agreement (incorporated by reference to
               Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-2582) filed with
               the Commission on May 28, 1996).

    4.4        A copy of the specimen certificate for shares of Registrant
               Common Stock (incorporated by reference to Exhibit 4.1 to
               Amendment No. 2 to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed with the Commission
               on May 28, 1996).

    4.5        Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as amended
               (incorporated by reference to Exhibit 10.13 to Amendment No. 2
               to the Registrant's Registration Statement on Form S-1
               (Registration No. 333-2582) filed with the Commission on May
               28,1996).

    4.6        Sunrise Assisted Living, Inc. 1996 Directors' Stock Option Plan
               (incorporated by reference to Exhibit 10.13.1 to Amendment No. 2
               to the Registrant's Registration Statement on Form S-1
               (Registration No. 333-2582) filed with the Commission on May 28,
               1996).

    4.7        Stock Option Agreement, entered into, effective as of January 4,
               1995, by and between Sunrise Assisted Living, Inc. and David W.
               Faeder (incorporated by reference to Exhibit 10.14 to the
               Registrant's Registration Statement on Form S-1 (Registration
               No. 333-2582) filed with the Commission on March 20, 1996).





                                     - 4 -
<PAGE>   5
    4.8        Amendment No. 1 to Stock Option Agreement by and between the
               Company and David W. Faeder (incorporated by reference to
               Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on May 28, 1996).

    5          Opinion of Hogan & Hartson L.L.P. regarding the legality of the
               shares being registered.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Hoffman, Morrison & Fitzgerald P.C.

    23.3       Consent of Hogan & Hartson L.L.P.
               (See Exhibit 5)

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to





                                     - 5 -
<PAGE>   6

               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

         (3)   To remove from registration by means of a post-effective 
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

    (c)  The undertaking concerning indemnification is set forth under the 
         response to Item 6.





                                     - 6 -
<PAGE>   7
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax, Commonwealth of Virginia, on this 5th day
of June, 1996.

                              SUNRISE ASSISTED LIVING, INC.



                              By:  /s/ Paul J. Klaassen
                                  ---------------------
                              Paul J. Klaassen
                              Chairman of the Board, President and
                              Chief Executive Officer
                              (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                                    DATE
<S>                               <C>                                    <C>
/s/ Paul J. Klaassen
- --------------------
Paul J. Klaassen                  Chairman of the Board,                 May 27, 1996
                                      President and                      ------------
                                  Chief Executive Officer      
                                  (Principal Executive Officer)

/s/ Teresa M. Klaassen
- ----------------------
Teresa M. Klaassen                Executive Vice President               May 27, 1996
                                      and Director                       ------------

/s/ David W. Faeder
- -------------------
David W. Faeder                   Executive Vice President,              May 27, 1996
                                  Chief Financial Officer,               ------------
                                  and Director (Principal 
                                  Financial Officer)      
</TABLE>





                                     - 7 -
<PAGE>   8
<TABLE>
<CAPTION>
SIGNATURE                             TITLE                                    DATE
<S>                            <C>                                       <C>
/s/ Larry E. Hulse
- ------------------
Larry E. Hulse                 Controller                                May 29, 1996
                               (Principal Accounting Officer)            ------------

/s/ Ronald V. Aprahamian
- ------------------------
Ronald V. Aprahamian           Director                                  May 23, 1996
                                                                         ------------

/s/ Thomas J. Donohue
- ---------------------
Thomas J. Donohue              Director                                  May 27, 1996
                                                                         ------------

/s/ Richard A. Doppelt
- ----------------------
Richard A. Doppelt             Director                                  May 22, 1996
                                                                         ------------

/s/ Scott F. Meadow
- -------------------
Scott F. Meadow                Director                                  May 23, 1996
                                                                         ------------

/s/ Darcy J. Moore
- ------------------
Darcy J. Moore                 Director                                  May 28, 1996
                                                                         ------------
</TABLE>





                                     - 8 -
<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number              Description                             Page
- ------              -----------                             ----
    <S>        <C>
    4.1        Form of Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to
               Amendment No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582)
                filed with the Commission on May 28, 1996).

    4.2        Amended and Restated By-Laws (incorporated by reference to
               Exhibit 3.2 to Amendment No. 2
               to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed
               with the Commission on May 28, 1996).

    4.3        Stockholder Rights Agreement (incorporated by
               reference to Exhibit 4.2 to Amendment No. 2
               to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.4        A copy of the specimen certificate for shares
               of Registrant Common Stock (incorporated
               by reference to Exhibit 4.1 to Amendment
               No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.5        Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as
               amended (incorporated by reference to Exhibit 10.13 to
               Amendment No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.6        Sunrise Assisted Living, Inc. 1996 Directors' Stock
               Option Plan (incorporated by reference to
               Exhibit 10.13.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No.
               333-2582) filed with the Commission on May 28, 1996).

    4.7        Stock Option Agreement, entered into, effective
               as of January 4, 1995, by and between Sunrise
               Assisted Living, Inc. and David W. Faeder
               (incorporated by reference to Exhibit 10.14 to the
               Registrant's
</TABLE>





                                     - 9 -
<PAGE>   10
<TABLE>
    <S>        <C>
               Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on March 20, 1996).

    4.8        Amendment No. 1 to Stock Option Agreement by and between
               the Company and David W. Faeder (incorporated by reference
               to Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No.
               333-2582) filed with the Commission on May 28, 1996).

    5          Opinion of Hogan & Hartson L.L.P. regarding
               the legality of the shares being registered.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Hoffman, Morrison & Fitzgerald P.C.

    23.3       Consent of Hogan & Hartson L.L.P.
               (See Exhibit 5)
</TABLE>



   

                                     - 10 -
[{"type": "S-8", "sequence": "1", "description": "SUNRISE ASSISTED LIVING FORM S-8", "secsgml_size_bytes": 22854}]
{"company-data": {"conformed-name": "SUNRISE ASSISTED LIVING INC", "cik": "0001011064", "assigned-sic": "8050", "irs-number": "541746596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05257", "film-number": "96577157"}, "business-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031", "phone": "7032737500"}, "mail-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031"}}
1
     As filed with the Securities and Exchange Commission on June 5, 1996

                                                 Registration No. 333-        
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                -------------
                                  FORM S-8
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                        Sunrise Assisted Living, Inc.
                --------------------------------------------
           (Exact name of registrant as specified in its charter)

                                  Delaware
           ------------------------------------------------------
       (State or other jurisdiction of incorporation or organization)

                                 54-1746596
                  -----------------------------------------
                    (I.R.S. employer identification no.)

               9401 Lee Highway, Suite 300, Fairfax, VA 22031
             ---------------------------------------------------
             (Address of principal executive offices) (Zip code)

                     1995 Stock Option Plan, as amended
                      1996 Directors' Stock Option Plan
               Stock Option Agreement entered into, effective
              January 4, 1995, by and between Sunrise Assisted
                      Living, Inc. and David W. Faeder
                      --------------------------------
                          (Full title of the plans)

                 Thomas B. Newell, Executive Vice President
                             and General Counsel
                        Sunrise Assisted Living, Inc.
               9401 Lee Highway, Suite 300, Fairfax, VA 22031
               ----------------------------------------------
                   (Name and address of agent for service)

                                (703) 273-7500
     ------------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                                  Copy to:

                          George P. Barsness, Esq.
                           Hogan & Hartson L.L.P.
                               Columbia Square
                         555 Thirteenth Street, N.W.
                           Washington, D.C.  20004
                               (202) 637-5600

                       CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of securities              Amount to be             Proposed maximum            Proposed maximum            Amount of
  to be registered                registered          offering price per share    aggregate offering price     registration fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share           1,798,065                 $24.00 (1)                $43,153,560 (1)           $14,881 (1)
- -------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of June 3, 1996 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 9
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

     (a) The Registrant's prospectus filed with the Commission on May 31, 1996
          pursuant to Rule 424(b), which prospectus contains audited financial
          information for the year ended December 31, 1995;

     (b) The description of the Registrant's common stock, par value $.01 per
          share (the "Common Stock") contained in the Registrant's Form 8-A
          filed with the Commission on May 30, 1996; and

     (c) All documents filed by the Registrant subsequent to the date hereof
          pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
          Exchange Act of 1934, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been sold
          or which deregisters all securities remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and
agents and its former

                                    - 2 -
3
directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity.  The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Delaware Law does not permit indemnification in an action or
suit by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication.  Indemnity
is mandatory to the extent a claim, issue or matter has been successfully
defended.

     The Registrant's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law.  Under the By-laws, the Registrant shall
advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.  The Registrant
has obtained directors' and officers' liability insurance.

      The Registrant has entered into separate indemnification agreements with
its directors and officers.  Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

                                   * * * * *

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a director, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                     - 3 -
4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number              Description

    4.1        Form of Restated Certificate of Incorporation (incorporated by
               reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on May 28, 1996).

    4.2        Amended and Restated By-Laws (incorporated by reference to
               Exhibit 3.2 to Amendment No. 2 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-2582) filed with
               the Commission on May 28, 1996).

    4.3        Stockholder Rights Agreement (incorporated by reference to
               Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
               Statement on Form S-1 (Registration No. 333-2582) filed with
               the Commission on May 28, 1996).

    4.4        A copy of the specimen certificate for shares of Registrant
               Common Stock (incorporated by reference to Exhibit 4.1 to
               Amendment No. 2 to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed with the Commission
               on May 28, 1996).

    4.5        Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as amended
               (incorporated by reference to Exhibit 10.13 to Amendment No. 2
               to the Registrant's Registration Statement on Form S-1
               (Registration No. 333-2582) filed with the Commission on May
               28,1996).

    4.6        Sunrise Assisted Living, Inc. 1996 Directors' Stock Option Plan
               (incorporated by reference to Exhibit 10.13.1 to Amendment No. 2
               to the Registrant's Registration Statement on Form S-1
               (Registration No. 333-2582) filed with the Commission on May 28,
               1996).

    4.7        Stock Option Agreement, entered into, effective as of January 4,
               1995, by and between Sunrise Assisted Living, Inc. and David W.
               Faeder (incorporated by reference to Exhibit 10.14 to the
               Registrant's Registration Statement on Form S-1 (Registration
               No. 333-2582) filed with the Commission on March 20, 1996).

                                     - 4 -
5
    4.8        Amendment No. 1 to Stock Option Agreement by and between the
               Company and David W. Faeder (incorporated by reference to
               Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on May 28, 1996).

    5          Opinion of Hogan & Hartson L.L.P. regarding the legality of the
               shares being registered.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Hoffman, Morrison & Fitzgerald P.C.

    23.3       Consent of Hogan & Hartson L.L.P.
               (See Exhibit 5)

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to

                                     - 5 -
6

               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

         (3)   To remove from registration by means of a post-effective 
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

    (c)  The undertaking concerning indemnification is set forth under the 
         response to Item 6.

                                     - 6 -
7
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax, Commonwealth of Virginia, on this 5th day
of June, 1996.

                              SUNRISE ASSISTED LIVING, INC.

                              By:  /s/ Paul J. Klaassen
                                  ---------------------
                              Paul J. Klaassen
                              Chairman of the Board, President and
                              Chief Executive Officer
                              (Principal Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                             TITLE                                    DATE
/s/ Paul J. Klaassen
- --------------------
Paul J. Klaassen                  Chairman of the Board,                 May 27, 1996
                                      President and                      ------------
                                  Chief Executive Officer      
                                  (Principal Executive Officer)

/s/ Teresa M. Klaassen
- ----------------------
Teresa M. Klaassen                Executive Vice President               May 27, 1996
                                      and Director                       ------------

/s/ David W. Faeder
- -------------------
David W. Faeder                   Executive Vice President,              May 27, 1996
                                  Chief Financial Officer,               ------------
                                  and Director (Principal 
                                  Financial Officer)
- 7 -
8
SIGNATURE                             TITLE                                    DATE
/s/ Larry E. Hulse
- ------------------
Larry E. Hulse                 Controller                                May 29, 1996
                               (Principal Accounting Officer)            ------------

/s/ Ronald V. Aprahamian
- ------------------------
Ronald V. Aprahamian           Director                                  May 23, 1996
                                                                         ------------

/s/ Thomas J. Donohue
- ---------------------
Thomas J. Donohue              Director                                  May 27, 1996
                                                                         ------------

/s/ Richard A. Doppelt
- ----------------------
Richard A. Doppelt             Director                                  May 22, 1996
                                                                         ------------

/s/ Scott F. Meadow
- -------------------
Scott F. Meadow                Director                                  May 23, 1996
                                                                         ------------

/s/ Darcy J. Moore
- ------------------
Darcy J. Moore                 Director                                  May 28, 1996
                                                                         ------------
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9
                                 EXHIBIT INDEX
Exhibit
Number              Description                             Page
- ------              -----------                             ----
4.1        Form of Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to
               Amendment No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582)
                filed with the Commission on May 28, 1996).

    4.2        Amended and Restated By-Laws (incorporated by reference to
               Exhibit 3.2 to Amendment No. 2
               to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed
               with the Commission on May 28, 1996).

    4.3        Stockholder Rights Agreement (incorporated by
               reference to Exhibit 4.2 to Amendment No. 2
               to the Registrant's Registration Statement on
               Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.4        A copy of the specimen certificate for shares
               of Registrant Common Stock (incorporated
               by reference to Exhibit 4.1 to Amendment
               No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.5        Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as
               amended (incorporated by reference to Exhibit 10.13 to
               Amendment No. 2 to the Registrant's Registration Statement
               on Form S-1 (Registration No. 333-2582) filed with the
               Commission on May 28, 1996).

    4.6        Sunrise Assisted Living, Inc. 1996 Directors' Stock
               Option Plan (incorporated by reference to
               Exhibit 10.13.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No.
               333-2582) filed with the Commission on May 28, 1996).

    4.7        Stock Option Agreement, entered into, effective
               as of January 4, 1995, by and between Sunrise
               Assisted Living, Inc. and David W. Faeder
               (incorporated by reference to Exhibit 10.14 to the
               Registrant's
- 9 -
10
Registration Statement on Form S-1 (Registration No. 333-2582)
               filed with the Commission on March 20, 1996).

    4.8        Amendment No. 1 to Stock Option Agreement by and between
               the Company and David W. Faeder (incorporated by reference
               to Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
               Registration Statement on Form S-1 (Registration No.
               333-2582) filed with the Commission on May 28, 1996).

    5          Opinion of Hogan & Hartson L.L.P. regarding
               the legality of the shares being registered.

    23.1       Consent of Ernst & Young LLP

    23.2       Consent of Hoffman, Morrison & Fitzgerald P.C.

    23.3       Consent of Hogan & Hartson L.L.P.
               (See Exhibit 5)
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