SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  ____________
                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported):  DECEMBER 31, 2003

                              EMERITUS CORPORATION
               (Exact name of registrant as specified in charter)

                      WASHINGTON     1-14012     91-1605464
    (State or other jurisdiction of incorporation)     (Commission File Number)
                        (IRS Employer Identification No.)

                              Raymond R. Brandstrom
        Vice President of Finance, Chief Financial Officer, and Secretary
                              Emeritus Corporation
                         3131 Elliott Avenue, Suite 500
                            Seattle, Washington 98121
               (Address of principal executive offices) (Zip Code)

                                 (206) 298-2909
              (Registrant's telephone number, including area code)


<PAGE>
ITEM  5.  OTHER  EVENTS  AND  REQUIRED  FD  DISCLOSURE

On  December  31,  2003,  the  Company  acquired  the ownership interest of five
assisted  living  communities  in California, Colorado, and Kansas containing an
aggregate  of  355  units  (the  "Five  Properties")  from certain affiliates of
Alterra  Healthcare  Corporation,  for  a  purchase  price  of  $22.6  million.

The  Company  assumed  the  original underlying mortgage debt of $25 million, of
which,  $22.6  million  of  principal was outstanding at December 31, 2003.  The
mortgage  requires  monthly  principal  and  interest  payments of approximately
$178,000,  bears  an  interest  rate  of  6.98%,  and  matures  in  August 2008.

The  Five  Properties  in  this  acquisition  are  purpose-built assisted living
communities  in  which  the Company plans to offer both assisted and memory loss
services  in  select  communities.



ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)     Exhibits:

10.77     The  Palms  at  Loma  Linda,  California;  The  Springs  at Oceanside,
California;  The  Fairways of Augusta, Kansas; Liberal Springs, Kansas; Loyalton
of  Broadmoor,  Colorado.  The  following agreements are representative of those
executed  in  connection  with  this  property:

10.77.1     Loan  Assumption  Agreement  by  and  between  LaSalle Bank National
Association,  formerly  known  as  LaSalle  National  Bank  as  Trustee for GMAC
commercial  Mortgage  Pass-through certificates, series 1998-C2. ("Lender"), ALS
Financing  Inc.  ("Borrower"),  Emeritus  Properties  XVI,  Inc.  ("Purchaser"),
Alterra  Healthcare  Corporation  ("Alterra"),  and  Emeritus  Corporation ("New
Indemnitor"),  dated  December  31,  2003,  effective  January  1,  2004.

10.77.2     Assumption  by  Emeritus  Properties XVI, Inc., ("New Borrower"), of
$25,000,000  Loan  (the  "Loan")  originally  made  by  GMAC Commercial Mortgage
Corporation,  ("Original  Lender"), to ALS Financing, Inc., a Kansas corporation
("Existing Borrower"), pursuant to that certain Loan Agreement, dated as of June
30,  1998,  by  and  between  Original  Lender  and Existing Borrower (the "Loan
Agreement"), which Loan is evidenced by that certain Promissory Note, dated July
30,  1998, and made by Existing Borrower payable to the order of Original Lender
in  the  stated  principal amount of $25,000,000.00 (the "Note"),  is secured by
certain  security instruments (collectively, the "Security Instruments"; and the
Loan  Agreement,  the  Note, and the Security Instruments, together with any and
all  other  instruments  and  documents  evidencing,  securing,  or  otherwise
pertaining  to  the  Loan  are hereinafter referred to collectively as the "Loan
Documents")  encumbering  five  assisted  living  facilities  located in Kansas,
Colorado,  and  California (collectively, the "Projects"),  and is now owned and
held  by  LaSalle  Bank National Association, formerly known as LaSalle National
Bank,  as  Trustee  for  GMAC  Commercial Mortgage Securities, Inc.,  Commercial
Mortgage  Pass-Through  Certificates,  Series 1998-C2 ("Lender"), dated December
31,  2003.

10.77.3     Assignment,  Amendment  and  Restatement  of  Lease Agreement by and
between  ALS  FINANCING, INC., ("ALS"), EMERITUS PROPERTIES XVI, INC. ("Emeritus
XVI")  and  ALTERRA  HEALTHCARE CORPORATION ("Alterra") dated December 31, 2003.

10.77.4     CONVEYANCE  AND  OPERATIONS  TRANSFER AGREEMENT (the "Agreement") by
and  among  ALS FINANCING, INC., (the "Seller"), ALTERRA HEALTHCARE CORPORATION,
("Alterra"),  and  EMERITUS  PROPERTIES XVI, INC., (the "Purchaser") is made and
entered  into  as  of  the  31st  day  of December, 2003 (the "Execution Date").

10.77.5     UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty"),
by  EMERITUS  CORPORATION,  a  Washington corporation ("Guarantor"), in favor of
LASALLE  BANK  NATIONAL ASSOCIATION, FORMERLY KNOWN AS LASALLE NATIONAL BANK, AS
TRUSTEE  FOR  GMAC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C2
("Lender")  is made as of the 31st day of December, 2003, and is effective as of
January  1,  2004.

99.1     Emeritus Press release announcing acquisition of five communities dated
January  5,  2004.



<PAGE>
                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  hereunto  duly  authorized.
EMERITUS  CORPORATION

By:          /s/  Raymond  R.  Brandstrom
             ----------------------------
     Raymond  R.  Brandstrom
     Vice  President  of  Finance,  Chief     Financial
         Officer,  and  Secretary


Dated:  January  14,  2004
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  ____________
                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported):  DECEMBER 31, 2003

                              EMERITUS CORPORATION
               (Exact name of registrant as specified in charter)

                      WASHINGTON     1-14012     91-1605464
    (State or other jurisdiction of incorporation)     (Commission File Number)
                        (IRS Employer Identification No.)

                              Raymond R. Brandstrom
        Vice President of Finance, Chief Financial Officer, and Secretary
                              Emeritus Corporation
                         3131 Elliott Avenue, Suite 500
                            Seattle, Washington 98121
               (Address of principal executive offices) (Zip Code)

                                 (206) 298-2909
              (Registrant's telephone number, including area code)
ITEM  5.  OTHER  EVENTS  AND  REQUIRED  FD  DISCLOSURE

On  December  31,  2003,  the  Company  acquired  the ownership interest of five
assisted  living  communities  in California, Colorado, and Kansas containing an
aggregate  of  355  units  (the  "Five  Properties")  from certain affiliates of
Alterra  Healthcare  Corporation,  for  a  purchase  price  of  $22.6  million.

The  Company  assumed  the  original underlying mortgage debt of $25 million, of
which,  $22.6  million  of  principal was outstanding at December 31, 2003.  The
mortgage  requires  monthly  principal  and  interest  payments of approximately
$178,000,  bears  an  interest  rate  of  6.98%,  and  matures  in  August 2008.

The  Five  Properties  in  this  acquisition  are  purpose-built assisted living
communities  in  which  the Company plans to offer both assisted and memory loss
services  in  select  communities.

ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)     Exhibits:

10.77     The  Palms  at  Loma  Linda,  California;  The  Springs  at Oceanside,
California;  The  Fairways of Augusta, Kansas; Liberal Springs, Kansas; Loyalton
of  Broadmoor,  Colorado.  The  following agreements are representative of those
executed  in  connection  with  this  property:

10.77.1     Loan  Assumption  Agreement  by  and  between  LaSalle Bank National
Association,  formerly  known  as  LaSalle  National  Bank  as  Trustee for GMAC
commercial  Mortgage  Pass-through certificates, series 1998-C2. ("Lender"), ALS
Financing  Inc.  ("Borrower"),  Emeritus  Properties  XVI,  Inc.  ("Purchaser"),
Alterra  Healthcare  Corporation  ("Alterra"),  and  Emeritus  Corporation ("New
Indemnitor"),  dated  December  31,  2003,  effective  January  1,  2004.

10.77.2     Assumption  by  Emeritus  Properties XVI, Inc., ("New Borrower"), of
$25,000,000  Loan  (the  "Loan")  originally  made  by  GMAC Commercial Mortgage
Corporation,  ("Original  Lender"), to ALS Financing, Inc., a Kansas corporation
("Existing Borrower"), pursuant to that certain Loan Agreement, dated as of June
30,  1998,  by  and  between  Original  Lender  and Existing Borrower (the "Loan
Agreement"), which Loan is evidenced by that certain Promissory Note, dated July
30,  1998, and made by Existing Borrower payable to the order of Original Lender
in  the  stated  principal amount of $25,000,000.00 (the "Note"),  is secured by
certain  security instruments (collectively, the "Security Instruments"; and the
Loan  Agreement,  the  Note, and the Security Instruments, together with any and
all  other  instruments  and  documents  evidencing,  securing,  or  otherwise
pertaining  to  the  Loan  are hereinafter referred to collectively as the "Loan
Documents")  encumbering  five  assisted  living  facilities  located in Kansas,
Colorado,  and  California (collectively, the "Projects"),  and is now owned and
held  by  LaSalle  Bank National Association, formerly known as LaSalle National
Bank,  as  Trustee  for  GMAC  Commercial Mortgage Securities, Inc.,  Commercial
Mortgage  Pass-Through  Certificates,  Series 1998-C2 ("Lender"), dated December
31,  2003.

10.77.3     Assignment,  Amendment  and  Restatement  of  Lease Agreement by and
between  ALS  FINANCING, INC., ("ALS"), EMERITUS PROPERTIES XVI, INC. ("Emeritus
XVI")  and  ALTERRA  HEALTHCARE CORPORATION ("Alterra") dated December 31, 2003.

10.77.4     CONVEYANCE  AND  OPERATIONS  TRANSFER AGREEMENT (the "Agreement") by
and  among  ALS FINANCING, INC., (the "Seller"), ALTERRA HEALTHCARE CORPORATION,
("Alterra"),  and  EMERITUS  PROPERTIES XVI, INC., (the "Purchaser") is made and
entered  into  as  of  the  31st  day  of December, 2003 (the "Execution Date").

10.77.5     UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty"),
by  EMERITUS  CORPORATION,  a  Washington corporation ("Guarantor"), in favor of
LASALLE  BANK  NATIONAL ASSOCIATION, FORMERLY KNOWN AS LASALLE NATIONAL BANK, AS
TRUSTEE  FOR  GMAC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C2
("Lender")  is made as of the 31st day of December, 2003, and is effective as of
January  1,  2004.

99.1     Emeritus Press release announcing acquisition of five communities dated
January  5,  2004.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  hereunto  duly  authorized.
EMERITUS  CORPORATION

By:          /s/  Raymond  R.  Brandstrom
             ----------------------------
     Raymond  R.  Brandstrom
     Vice  President  of  Finance,  Chief     Financial
         Officer,  and  Secretary

Dated:  January  14,  2004