<PAGE>   1


      As filed with the Securities and Exchange Commission on May 9, 1997

                                                  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)

                           1997 Stock Option Plan
                         --------------------------
                          (Full title of the plan)

                 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      1,800,000            $26,875 (1)             $48,375,000 (1)             $14,659.09
=========================================================================================================================
</TABLE>

         (1)  Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 7, 1997 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8

<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 Annual Report on Form 10-K for the year ended
                 December 31, 1996;

          (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 directors, officers, employees and agents and those
who serve, at the corporation's request,





                                     - 2 -
<PAGE>   3
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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.





                                    - 3 -
<PAGE>   4
          Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit    
Number                Description
------                -----------
 <S>             <C>
 4.1             Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit 3.1 to the Registrant's Registration
                 Statement on Form S-1 (Registration No. 333-13731) filed with
                 the Commission on October 8, 1996).
           
 4.2             Amended and Restated By-Laws (incorporated by reference to
                 Exhibit 3.2 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-13731) filed with the Commission on
                 October 8, 1996).
           
 4.3             Stockholder Rights Agreement (incorporated by reference to
                 Exhibit 4.2 to Amendment No. 1 to the Registrant's
                 Registration Statement on Form S-1 (Registration No. 333-
                 13731) filed with the Commission on October 23, 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. 1997 Stock Option Plan.
           
 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 Hogan & Hartson L.L.P.
                 (See Exhibit 5)
</TABLE>

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;





                                     - 4 -
<PAGE>   5
                          (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 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.





                                     - 5 -
<PAGE>   6
                                   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 9th
day of May, 1997.

                                    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 9, 1997        
                                        President and                       --------------------------
                                      Chief Executive Officer        
                                      (Principal Executive Officer)  
                                                                     
                                                                     
                                                                     
 /s/ Teresa M. Klaassen                                              
----------------------------------                                   
Teresa M. Klaassen                    Executive Vice President                    May 9, 1997         
                                        and Director                        --------------------------
                                                                     
                                                                     
                                                                     
 /s/ David W. Faeder                                                 
----------------------------------                                   
David W. Faeder                       Executive Vice President,                    May 9, 1997        
                                      Chief Financial Officer,              --------------------------
                                      and Director (Principal        
                                      Financial Officer)        
                                                                
</TABLE>





                                     - 6 -
<PAGE>   7
<TABLE>
<CAPTION>
      SIGNATURE                                    TITLE                           DATE
<S>                                   <C>                                          <C>
 /s/ Larry E. Hulse                                                  
----------------------------------                                   
Larry E. Hulse                        Controller                                   May 9, 1997        
                                      (Principal Accounting Officer)        --------------------------
                                                                     
                                                                     
                                                                     
 /s/ Ronald V. Aprahamian                                            
----------------------------------                                   
Ronald V. Aprahamian                           Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Thomas J. Donohue                                               
----------------------------------                                   
Thomas J. Donohue                              Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Richard A. Doppelt                                              
----------------------------------                                   
Richard A. Doppelt                             Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
  /s/ Scott F. Meadow                                                
----------------------------------                                   
Scott F. Meadow                                Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
----------------------------------                                   
Darcy J. Moore                                 Director  
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Timothy S. Smick                                                
----------------------------------                                   
Timothy S. Smick                         Executive Vice President,                  May 9, 1997      
                                           Chief Operating                  -------------------------
                                           Officer and Director      
</TABLE>





                                    - 7 -
<PAGE>   8
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                            Description                                                  Page
------                            -----------                                                  ----
      <S>                 <C>                                                                    <C>
      4.1                 Restated Certificate of Incorporation (incorporated by
                          reference to Exhibit 3.1 to the Registrant's Registration
                          Statement on Form S-1 (Registration No. 333-13731)
                          filed with the Commission on October 8, 1996).

      4.2                 Amended and Restated By-Laws (incorporated by reference to
                          Exhibit 3.2 to the Registrant's Registration Statement on
                          Form S-1 (Registration No. 333-13731) filed
                          with the Commission on October 8, 1996).

      4.3                 Stockholder Rights Agreement (incorporated by
                          reference to Exhibit 4.2 to Amendment No. 1
                          to the Registrant's Registration Statement on
                          Form S-1 (Registration No. 333-13731) filed with the
                          Commission on October 23, 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. 1997
                          Stock Option Plan.                                                      9

      5                   Opinion of Hogan & Hartson L.L.P. regarding
                          the legality of the shares being registered.                           22

      23.1                Consent of Ernst & Young LLP                                           23

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





                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "SUNRISE ASSISTED LIVING, INC. FORM S-8.", "secsgml_size_bytes": 23931}]
{"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": "333-26837", "film-number": "97599721"}, "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 May 9, 1997

                                                  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)

                           1997 Stock Option Plan
                         --------------------------
                          (Full title of the plan)

                 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      1,800,000            $26,875 (1)             $48,375,000 (1)             $14,659.09
=========================================================================================================================
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 7, 1997 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8
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 Annual Report on Form 10-K for the year ended
                 December 31, 1996;

          (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 directors, officers, employees and agents and those
who serve, at the corporation's request,

                                     - 2 -
3
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                                    - 3 -
4
          Not applicable.

ITEM 8.  EXHIBITS.
Exhibit    
Number                Description
------                -----------
4.1             Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit 3.1 to the Registrant's Registration
                 Statement on Form S-1 (Registration No. 333-13731) filed with
                 the Commission on October 8, 1996).
           
 4.2             Amended and Restated By-Laws (incorporated by reference to
                 Exhibit 3.2 to the Registrant's Registration Statement on Form
                 S-1 (Registration No. 333-13731) filed with the Commission on
                 October 8, 1996).
           
 4.3             Stockholder Rights Agreement (incorporated by reference to
                 Exhibit 4.2 to Amendment No. 1 to the Registrant's
                 Registration Statement on Form S-1 (Registration No. 333-
                 13731) filed with the Commission on October 23, 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. 1997 Stock Option Plan.
           
 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 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;

                                     - 4 -
5
                          (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 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.

                                     - 5 -
6
                                   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 9th
day of May, 1997.

                                    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 9, 1997        
                                        President and                       --------------------------
                                      Chief Executive Officer        
                                      (Principal Executive Officer)  
                                                                     
                                                                     
                                                                     
 /s/ Teresa M. Klaassen                                              
----------------------------------                                   
Teresa M. Klaassen                    Executive Vice President                    May 9, 1997         
                                        and Director                        --------------------------
                                                                     
                                                                     
                                                                     
 /s/ David W. Faeder                                                 
----------------------------------                                   
David W. Faeder                       Executive Vice President,                    May 9, 1997        
                                      Chief Financial Officer,              --------------------------
                                      and Director (Principal        
                                      Financial Officer)
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7
SIGNATURE                                    TITLE                           DATE
/s/ Larry E. Hulse                                                  
----------------------------------                                   
Larry E. Hulse                        Controller                                   May 9, 1997        
                                      (Principal Accounting Officer)        --------------------------
                                                                     
                                                                     
                                                                     
 /s/ Ronald V. Aprahamian                                            
----------------------------------                                   
Ronald V. Aprahamian                           Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Thomas J. Donohue                                               
----------------------------------                                   
Thomas J. Donohue                              Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Richard A. Doppelt                                              
----------------------------------                                   
Richard A. Doppelt                             Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
  /s/ Scott F. Meadow                                                
----------------------------------                                   
Scott F. Meadow                                Director                            May 9, 1997        
                                                                            --------------------------
                                                                     
                                                                     
----------------------------------                                   
Darcy J. Moore                                 Director  
                                                                            --------------------------
                                                                     
                                                                     
 /s/ Timothy S. Smick                                                
----------------------------------                                   
Timothy S. Smick                         Executive Vice President,                  May 9, 1997      
                                           Chief Operating                  -------------------------
                                           Officer and Director
- 7 -
8
                                 EXHIBIT INDEX
Exhibit
Number                            Description                                                  Page
------                            -----------                                                  ----
4.1                 Restated Certificate of Incorporation (incorporated by
                          reference to Exhibit 3.1 to the Registrant's Registration
                          Statement on Form S-1 (Registration No. 333-13731)
                          filed with the Commission on October 8, 1996).

      4.2                 Amended and Restated By-Laws (incorporated by reference to
                          Exhibit 3.2 to the Registrant's Registration Statement on
                          Form S-1 (Registration No. 333-13731) filed
                          with the Commission on October 8, 1996).

      4.3                 Stockholder Rights Agreement (incorporated by
                          reference to Exhibit 4.2 to Amendment No. 1
                          to the Registrant's Registration Statement on
                          Form S-1 (Registration No. 333-13731) filed with the
                          Commission on October 23, 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. 1997
                          Stock Option Plan.                                                      9

      5                   Opinion of Hogan & Hartson L.L.P. regarding
                          the legality of the shares being registered.                           22

      23.1                Consent of Ernst & Young LLP                                           23

      23.2                Consent of Hogan & Hartson L.L.P.
                          (See Exhibit 5)
- 8 -