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):  SEPTEMBER 30, 2003

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

           WASHINGTON               1-14012              91-1605464
    (State or other jurisdiction  (Commission         (IRS Employer
          of incorporation)       File Number)     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  2.      ACQUISITION  OR  DISPOSITION  OF  ASSETS

EMERITRUST  TRANSACTIONS
Since  1999,  we  have  managed  46  communities under arrangements with several
related investor groups that involved (i) payment of management fees to us, (ii)
options  for  us to purchase the communities at a price determined by a formula,
and  (iii)  obligations to fund operating losses of certain communities.  Daniel
R.  Baty, our chief executive officer and a principal shareholder, has financial
interests  in  the  investor  groups  and other aspects of the transactions.  On
September  30,  2003,  we  completed a series of transactions that substantially
changed  our  relationships  and  arrangements  regarding  these  communities.

Background

In  two separate transactions during the fall of 1998 and the spring of 1999, we
arranged for two investor groups to purchase an aggregate of 41 of our operating
communities  and  five  communities  then under development for a total purchase
price  of  approximately $292.2 million.  Of the 46 communities involved, 43 had
been,  or  were  proposed  to  be,  leased  to us by Meditrust Company LLC under
sale/leaseback  financing  arrangements,  and  three  had been owned by us.  The
first  purchase,  consisting  of  25 communities, which we call the Emeritrust I
communities,  was completed in December 1998 and the second purchase, consisting
of  21  communities, 16 of which we call the Emeritrust II Operating communities
and  five  of  which  we  call  the  Emeritrust  II Development communities, was
completed  in  March  1999.

Of  the  $168.0  million purchase price for the Emeritrust I communities, $138.0
million  was  financed  through  a  three-year  first  mortgage  loan  with  an
independent  party  and $30.0 million was financed through subordinated debt and
equity  investments  from the investor group.  A group led by Holiday Retirement
Corporation,  of  which  Mr.  Baty  is the chairman and a principal shareholder,
provided  approximately $5.1 million of the equity.  This group included Holiday
as  to a 40% interest and Columbia Pacific Master Fund '98 as to a 32% interest,
with  the remaining 28% interest being held by individual third party investors.
Columbia Pacific Master Fund is a limited partnership of which Mr. Baty's family
partnership  is  the  general partner and share in 40% of income and gains after
the  limited  partners of Columbia Pacific Master Fund receive a return on their
investment  plus  a  preferred  return.

Of the $124.2 million purchase price for the Emeritrust II Operating communities
and  Emeritrust  II  Development  communities,  approximately  $99.6 million was
financed  through three-year first mortgage loans with independent third parties
and  $24.6 million was financed through subordinated debt and equity investments
from another investor group.  A group led by Holiday provided approximately $4.9
million  of  the  equity.  This  group included Holiday as to a 40% interest and
C.P.  '99  Pool as to a 32% interest, with the remaining 28% interest being held
by  individual  third  party investors.  C.P. '99 Pool is a general partnership,
which  is comprised of two 50% limited partnerships, the first of which includes
Mr.  Baty's family partnership as its 40% general partner and the other of which
included  Mr.  Baty's  family  partnership  as  a  20%  general  partner.

The  investor  groups  retained  us  to  manage  all  of the communities through
December 31, 2001, and granted us options to purchase the communities at anytime
prior to December 31, 2001.  During 2000, the Emeritrust I communities failed to
comply with covenants under the $138 million mortgage loan and in 2001 it became
clear  that  we would not be able to purchase the communities under the options.
As  a result, the mortgage loans were restructured and the management agreements
and options to purchase were extended to June 30, 2003 (to December 31, 2003, in
the  case  of  the  five Emeritrust II Development communities).  The discussion
below  reflects  the  terms  of  these  arrangements  as  modified.

From  January  1,  2002, through June 30, 2003, we received for the Emeritrust I
communities  a  base  management  fee  of  3% of gross revenues generated by the
communities  and  an additional management fee of 4%, payable out of 50% of cash
flow.  The  availability  of  operating  cash  flow  to  pay management fees was
subject  to  first  meeting  mandatory  owner  distribution  requirements, which
include  repayment  of  fees  and expenses related to restructuring the mortgage
loan  and  subsequent  extension  in  September  2002.  For  the  Emeritrust  II
Operating  communities  and  the  Emeritrust II Development communities, we have
received  a  base  management  fee  of  5%  of  gross  revenues  and

                                        2
<PAGE>

an  additional  management fee of 2%, payable to the extent that the communities
meet certain cash flow standards.  Prior to January 1, 2002, the management fees
for  the  Emeritrust  I  communities  were  computed  in  this  fashion.

Under  the  management  agreements,  we were obligated to reimburse the investor
groups  for  cumulative  cash  operating losses greater than $4.5 million in the
case  of  the  Emeritrust  I  communities  and  $2.4  million in the case of the
Emeritrust  II  Development  communities.  Since  these  thresholds  had  been
exceeded,  we were responsible for most cash operating losses generated by these
communities if they occurred.  There is no such funding arrangement with respect
to  the  Emeritrust  II  Operating communities.  Our funding obligations for the
Emeritrust  I communities have been $184,000, $1.3 million, and $4.9 million for
2002,  2001  and 2000, respectively.  Our funding obligations for the Emeritrust
II  Development  communities  have  been  $137,000, $310,000 and $1.6 million in
2002, 2001, and 2000, respectively.  There has been no funding obligation during
2003.

Although  the  amounts  of  our funding obligation each year included management
fees  earned  by  us under the management agreements, we did not recognize these
management  fees  as  revenue  in our financial statements to the extent that we
were  funding  the cash operating losses that include them.  Correspondingly, we
recognized  the  funding  obligation  under  the  agreement, less the applicable
management  fees,  as  an expense in our financial statements under the category
"Other,  net."  Conversely,  if  the  applicable  management  fees  exceeded our
funding  obligation,  we  recognized  the  management  fees  less  the  funding
obligation  as  management fee revenue in our consolidated financial statements.
Management  fees earned for the Emeritrust I communities have been $2.0 million,
$4.0  million,  and $2.1 million in 2002, 2001, and 2000, respectively, of which
$1.8  million,  $2.8  million, and zero, have been recognized in 2002, 2001, and
2000,  respectively.  Management  fees  earned for the Emeritrust II Development
communities  have  been  $764,000,  $766,000,  and  $360,000, of which $699,000,
$673,000,  and  $174,000  have  been  recognized  in  2002,  2001,  and  2000,
respectively.  Management  fees  earned  for  the  Emeritrust  II  Operating
communities  have  been $1.9 million earned and recognized in each of the years,
2002,  2001,  and  2000.  During  the  first  half of 2003, management fees both
earned  and  recognized for Emeritrust I communities and Emeritrust II Operating
communities were $1.8 million and $987,000, respectively.  During the first half
of  2003,  management  fees  earned and recognized for Emeritrust II Development
communities  have  been  and  $364,000  and  $354,000,  respectively.

Under  the  management  agreements,  we  had  an option to purchase 43 of the 46
Emeritrust  communities  and  a  right  of  first  refusal  with  respect to the
remaining  three  communities,  both  of  which  expired  June 30, 2003, for the
Emeritrust Operating communities and which were to expire December 31, 2003, for
the  Emeritrust Development communities.  The purchase option was required to be
exercised  with  respect  to all communities or may not be exercised at all.  If
investor  groups  required Mr. Baty to purchase certain of the communities, upon
the  conditions  described below, we had the right to exercise our option within
60  days  of  receiving  notice  of  this  action.  The  option price for the 43
Emeritrust  communities  was  equal  to  the original cost of the communities of
approximately  $292  million,  plus  an  amount  that would provide the investor
groups with a rate of return of approximately 18%, compounded annually, on their
original investment of $54.6 million (less any cash distributions received).  In
connection  with  the  exercise  of  the  option,  we were also obligated to pay
certain costs and fees.  Based upon current market conditions and valuations, we
believe  the  option  purchase  price  for  these facilities exceeded their fair
market  value  throughout  the  terms  of  the  management  agreements.

The  management  agreements,  including  the  options  to  purchase  the related
communities,  were  subject  to  various  termination  provisions,  including
cross-default  provisions among all three groups of communities.  The management
agreement  for  the  Emeritrust I communities could have been terminated if cash
distributions  to  the  investor  group  did  not  meet certain levels or if the
communities  failed  to  meet  certain  coverage requirements under the mortgage
loan.  In  addition,  certain  of  the  communities  have  been  refinanced and,
accordingly,  our  ability to exercise the option would have depended on whether
we  could  have  assumed  or  refinanced  the debt secured by these communities.
Termination  or  expiration  of the management agreements or failure to exercise
the  options  would  have  resulted  in  the  loss  of  management  fees and the
substantial  decrease  in  the  number  of  communities  we  operate.

Under  related  agreements,  the investor groups could have required Mr. Baty to
purchase  between ten and twelve of the Emeritrust communities, depending on the
occurrence  of  any  one  of  the  following events:  (a) we do not exercise our
option  to  purchase  the  communities before the option expires, (b) we default
under  the  management  agreements,

                                        3
<PAGE>

(c)  Mr.  Baty's  net worth falls below a certain threshold, (d) we experience a
change  of control or (e) Mr. Baty ceases to be our chief executive officer.  If
Mr.  Baty  were required to purchase some of the communities, he would also have
had  the  option to purchase all of the Emeritrust communities on the same terms
under which we are entitled purchase the communities, subject to our prior right
to do so within a specified time period. As a part of the mortgage restructuring
in  2001  related  to  the  Emeritrust  I  communities,  Mr. Baty agreed to make
additional  capital  contributions  to  the  investor  groups  to fund a partial
repayment  of  the  mortgage  debt  of $1.25 million during the first quarter of
2001, with additional $250,000 reductions each quarter thereafter, and agreed to
pledge  additional  collateral  to  secure  his  obligation  to  purchase  the
communities  under  these  purchase  requirements.   Under this arrangement, Mr.
Baty  has  paid  $3.5  million  that  has  been  applied  to  debt  reduction.

2003  Transactions

Effective  June  30, 2003, the management agreement relating to the Emeritrust I
communities  was  extended  to  January  2, 2004.  We also have been indemnified
against  any  funding  obligations  by a group of investors, including Mr. Baty.
The  management  fees  continue as a base fee of 3% of revenue and an additional
fee of 4% of revenue, payable to the extent of 50% of cash flow.  The options to
purchase  the  communities have been terminated.  As a result of recent sales or
transfers  of  communities  by  the  investor  group, the number of Emeritrust I
communities  has  been  reduced from 25 to 23 communities.  The interest rate on
the  underlying  mortgage financing was increased, effective July 1, 2003, which
has  the effect of decreasing the additional management fee that is dependent on
50%  of the cash flow of the communities.  Because of the decrease in the number
of managed communities and the reduction in cash flow, Emeritus anticipates that
management  fees  earned  on  the  Emeritrust  I  communities  will  decline  to
approximately  $575,000  per  quarter.  Emeritus  and  the  investor  group have
entered  into  an  extension  of the management agreement (excluding the funding
obligation)  through  September 30, 2005, subject to termination by either party
on 90 days notice.  The management agreement, if approved by applicable lenders,
would  become  effective  January  2,  2004.

In  connection  with  these  management  arrangements,  Mr. Baty entered into an
agreement  with  the  investor  group  pursuant  to  which  he guaranteed to the
investor  group  (i)  on  or  before  September  30,  2005, the repayment of its
invested  capital  together with a 6% rate of return, compounded annually, (less
any  cash  distributions  received)  and  (ii) the funding of operating deficits
related  to  the  Emeritrust  I communities.  Under these arrangements, Mr. Baty
continues  to  assume responsibility for the underlying mortgage debt.  Mr. Baty
secured  his obligations through a pledge of unrelated partnership interests and
capital  stock.  The  prior  agreements  under  which  the  investor group could
require  Mr.  Baty  to  purchase  up  to  12  communities  was  terminated.

As  a  part  of  these  transactions,  but  subject to the lender's consent, the
investor  group  has  agreed  to  transfer  one community to Mr. Baty subject to
mortgage  financing  of  $3.2  million,  the  amount  of the underlying mortgage
financing  allocated  to  this community.  If the transfer occurs, Mr. Baty will
lease  the community to us under a 10-year lease with rental of (i) debt service
(including  interest  and principal) computed on a $3.2 million debt amount, the
interest  rate  on the underlying mortgage financing and a 25 year amortization,
plus a return equal to the interest rate on the underlying mortgage financing on
$1.0 million of equity invested, and (ii) 50% of cash flow (after accounting for
assumed  management  fees and capital expenditures).  The base amount represents
the  original  principal  amount  of  mortgage  debt allocated to this community
before  debt  reductions  funded  by  Mr.  Baty.  This  community  will  be
cross-collateralized  by Mr. Baty with the Horizon Bay community owned by a Baty
entity  and  leased  to  us,  as  described  below.

On  September  30, 2003, we acquired leasehold interests in the 16 Emeritrust II
communities  and the five Emeritrust II Development communities for a total cash
purchase price of $118.6 million and issued, or agreed to issue, warrants to the
seller  to  purchase  500,000  shares  of  common  stock.  The  warrants  have a
five-year  term  and  an exercise price of $7.60 per share, the closing price of
the  common  stock  on  the  American  Stock  Exchange  on the closing date.  We
financed  the cash purchase price through a REIT with a combination of lease and
mortgage  financing  in the aggregate amount of $121.5 million. The lease of the
21  communities  has  a  term  of 15 years and provides for annual rent and debt
service payments of approximately $11.9 million, with certain escalators.  These
communities  will be included in the current master lease with the REIT relating
to  four other communities.    Additional principal reductions may occur, at our
option,  through  the  increase  in  the  amount  of  the  lease  financing

                                        4
<PAGE>

based  on  the  portfolio  achieving  certain  coverage  tests.

In  addition  to the cash purchase price for the communities, we intend to issue
warrants  to purchase 100,000 shares of our common stock to the Holiday group of
investors  pending AMEX approval.  We issued warrants to purchase 400,000 shares
to  the  other  investors.  The  warrants expire September 30, 2008, and have an
exercise  price  of  $7.60  (subject  to certain adjustments).  The holders have
limited  registration  rights.

As  a  result  of  his interests in the investor groups Mr. Baty has a financial
interest  in the transactions described above. In the purchase of the Emeritrust
II  Operating  communities  and  Emeritrust II Development communities, entities
affiliated  with  Mr. Baty received a return of their investment together with a
10%  rate of return, compounded annually (less any cash distributions received).
See  the  description  of  his  interests  in  the  "Background"  section above.

HORIZON  BAY  TRANSACTIONS

On  September  30, 2003, and in conjunction with the transactions related to the
Emeritrust  communities, we entered into an agreement to lease eight communities
that  we  formerly  managed.  Upon transfer of applicable licenses, the terms of
the  leases  are  to  be  effective  as  of  June  30,  2003.

Background

In  April  2002, we entered into agreements to acquire the ownership interest of
one community and the leasehold interest of seven communities for the assumption
of  the  mortgage debt relating to the owned community and the lease obligations
relating to the leased communities.  The eight communities, comprising 617 units
in  Louisiana  and Texas, had been previously operated by Horizon Bay Management
L.L.C.  In  May  2002, we assigned our rights under these agreements to entities
wholly  owned  by  Mr.  Baty  and  entered  into five-year management agreements
expiring  April  30, 2007, with the Baty entities providing for a management fee
of  5%  of  gross  revenue.  As a part of these agreements, we have the right to
reacquire  the  one  community and seven leased communities at any time prior to
April  30,  2007, by assuming the mortgage debt and lease obligations and paying
the  Baty entities the amount of any cash investment in the communities, plus 9%
per  annum.  In  the  original agreements of acquisition with the Baty entities,
Horizon  Bay agreed to fund operating losses of the communities to the extent of
approximately $2.5 million in the first twelve months and $870,000 in the second
twelve  months  following the closing.  Under the management agreements with the
Baty  entities,  we  have agreed to fund any operating losses in excess of these
limits  over the five-year management term.  In late 2002, the Baty entities and
Horizon  Bay  altered  their  agreement relating to operating losses whereby (i)
Horizon  Bay paid the Baty entities $2 million and (ii) the Baty entities waived
any  further  funding  by  Horizon of operating losses of the communities.  This
alteration  did  not  change  our  funding commitment.  During 2002, we received
management  fees  of $661,000, including $120,000 of mobilization fees.  For the
first  half  of  2003,  we  received  management  fees  of  $409,000.

2003  Transactions

We  have  entered  into agreements to assume the existing leases relating to the
seven  leased communities.  In lieu of acquiring the remaining community subject
to  mortgage financing, we entered into an agreement to lease the community from
the  applicable  Baty entity for a term of 10 years, with rent equal to the debt
service on the mortgage indebtedness (including interest and principal) plus 25%
of  cash  flow  (after  accounting  for  assumed  management  fees  and  capital
expenditures).  This  community,  when  acquired  by  the  Baty  entity, will be
cross-collateralized  by  Mr.  Baty with an Emeritrust I community that Mr. Baty
has  agreed  to acquire and lease to us, as described above.  These transactions
are  subject  to  the  transfer of applicable licenses, which we expect to occur
within  90  days.  Upon  completion of the transactions, the lease terms will be
effective as of June 30, 2003.  Annual rent relating to the eight communities is
estimated at $3.7 million, plus annual rent escalators based upon changes in the
consumer  price  level  index.  We paid the Baty entities approximately $65,000,
which  represented  their  cash investment plus 9% per annum, as provided in the
original  agreement.  Under  the  new  agreement,  the  obligations  to

                                        5
<PAGE>

 fund  operating  losses  do  not  continue.   As  a  result, we expect to incur
unreimbursed  operating  losses  from these communities for the remainder of the
original  funding  period,  which  would  have  extended  to  April  30,  2004.

ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)     Exhibits:

<TABLE>
<CAPTION>


                                                                                                                        FOOTNOTE
NUMBER                                                     DESCRIPTION                                                   NUMBER
---------  ----------------------------------------------------------------------------------------------------------  --------
<C>       <S>                                                                                                                <C>
   10.52    EMERITRUST COMMUNITIES
10.52.12    Third Amendment to Management Agreement with Option to Purchase by and among Emeritus Management
            LLC ("Emeritus Management"), Emeritus Management I LP ("Texas Management"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), effective June 30, 2003. . . . . . . . . . . . . . . . . .  (1)
10.52.13    Fourth Amendment to Management Agreement with Option to Purchase by and among Emeritus Management
            LLC ("Emeritus Management"), Emeritus Management I LP ("Texas Management"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), dated September 30, 2003,  effective January 2, 2004. . .   (1)
10.52.14    Side Letter to Management Agreement with Option to Purchase by and among Emeritus Management LLC
            ("Emeritus Management"), Emeritus Management I LP ("Texas Manager"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), effective June 30, 2003. . . . . . . . . .  . . . . . . .   (1)

   10.53    EMERITRUST II COMMUNITIES
10.53.13    Amended and Restated Master Lease Agreement between HEALTH CARE REIT, INC., HCRI Mississippi
            Properties, Inc., HCRI Massachusetts Properties Trust II, HCRI Texas Properties, LTD. (collectively
            "Landlord") and the registrant ("Tenant") dated September 30, 2003. . . . . . . . . . . . . . . .  . . . . . .   (1)
10.53.14    Amended and Restated Loan Agreement between HEALTH CARE REIT, INC. ("Lender") and the registrant
            ("Borrower") dated September 30, 2003.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . ..  (1)
10.53.15    Amended and Restated Note for $25.8 million between HEALTH CARE REIT, INC. ("Lender") and the
            registrant ("Borrower") dated September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . ..  (1)
10.53.16    Amended and Restated Leasehold Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and
            Rents, Financing Statement and Fixture Filing by the registrant ("Trustor") and Commonwealth Land Title
            Insurance Company, Mid South Title Co., Lawyers Title of Arizona, Inc., Transnation Title & Escrow, Inc.,
            Carson Mills, AmeriTitle, William Fairbanks, Lawyers Title Realty Services, Inc., Transnation Title Insurance
            Insurance Company (collectively "Trustee") in favor of HEALTH CARE REIT, INC. ("Beneficiary") dated
            September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . ..  (1)
10.53.17    Warrant for the Purchase of Shares of Common Stock by Emeritus Corporation ("Issuer"), for Senior Housing
            Partners I, LP ("Holder") for an aggregate of 400,000 shares, dated September 30, 2003.                          (1)
10.53.18    Master Agreement between Owners and Emeritus Corporation Regarding Sale of AL II Assisted Living
            Portfolio, dated September 30, 2003. . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (1)

   10.68    KINGSLEY PLACE AT ALEXANDRIA, LOUISIANA, KINGSLEY PLACE AT LAKE CHARLES,  LOUISIANA, KINGSLEY PLACE AT
            LAFAYETTE, LOUISIANA, KINGSLEY PLACE OF SHREVEPORT, LOUISIANA, KINGSLEY PLACE OF HENDERSON, TEXAS, KINGSLEY
            PLACE AT OAKWELL FARMS, TEXAS, KINGSLEY PLACE AT THE MEDICAL CENTER, TEXAS, KINGSLEY PLACE AT STONEBRIDGE,
            TEXAS. THE FOLLOWING AGREEMENTS ARE REPRESENTATIVE OF THOSE EXECUTED IN CONNECTION WITH THESE PROPERTIES:
10.68.17    Termination of Amended and Restated Funding Agreement by and between Emeritus Corporation ("Emeritus") and
            HB-ESC I, LLC, HB-ESC II, LLC, and HB-ESC V, LP (collectively "HB Entities") effective June 30, 2003..  . . . .  (1)
10.68.18    Global Amendment to Management Agreements by and between Emeritus Corporation ("Emeritus") and HB-
            ESC I, LLC, HB-ESC II, LLC, HB-ESC IV, LP, and HB-ESC V, LP (collectively "HB Licenses") effective June
            30, 2003.  . .  . .  . .       . .  . .    . .  .   . .  . .    .  . .  . .    . .  . .      . .  . .            (1)

    99.1    Press Releases
  99.1.1    Press Release dated October 1, 2003, Emeritus Announces Sale-Leaseback of Four Facilities.. . . . . . . . . . .  (1)
  99.1.2    Press Release dated October 6, 2003, Emeritus Announces Lease of Emeritrust II Facilities.. . . . . . . . . . .  (1)
</TABLE>

-----------------------
(1)     Filed  herewith


                                        6
<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:  October  14,  2003


                                        7
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 28129}]
{"company-data": {"conformed-name": "EMERITUS CORP\\WA\\", "cik": "0001001604", "assigned-sic": "8050", "irs-number": "911605464", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14012", "film-number": "03939531"}, "business-address": {"street1": "3131 ELLIOTT AVENUE", "street2": "SUITE 500", "city": "SEATTLE", "state": "WA", "zip": "98121", "phone": "2062982909"}, "mail-address": {"street1": "3131 ELLIOTT AVE STE 500", "city": "SEATTLE", "state": "WA", "zip": "98121"}}
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):  SEPTEMBER 30, 2003

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

           WASHINGTON               1-14012              91-1605464
    (State or other jurisdiction  (Commission         (IRS Employer
          of incorporation)       File Number)     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  2.      ACQUISITION  OR  DISPOSITION  OF  ASSETS

EMERITRUST  TRANSACTIONS
Since  1999,  we  have  managed  46  communities under arrangements with several
related investor groups that involved (i) payment of management fees to us, (ii)
options  for  us to purchase the communities at a price determined by a formula,
and  (iii)  obligations to fund operating losses of certain communities.  Daniel
R.  Baty, our chief executive officer and a principal shareholder, has financial
interests  in  the  investor  groups  and other aspects of the transactions.  On
September  30,  2003,  we  completed a series of transactions that substantially
changed  our  relationships  and  arrangements  regarding  these  communities.

Background

In  two separate transactions during the fall of 1998 and the spring of 1999, we
arranged for two investor groups to purchase an aggregate of 41 of our operating
communities  and  five  communities  then under development for a total purchase
price  of  approximately $292.2 million.  Of the 46 communities involved, 43 had
been,  or  were  proposed  to  be,  leased  to us by Meditrust Company LLC under
sale/leaseback  financing  arrangements,  and  three  had been owned by us.  The
first  purchase,  consisting  of  25 communities, which we call the Emeritrust I
communities,  was completed in December 1998 and the second purchase, consisting
of  21  communities, 16 of which we call the Emeritrust II Operating communities
and  five  of  which  we  call  the  Emeritrust  II Development communities, was
completed  in  March  1999.

Of  the  $168.0  million purchase price for the Emeritrust I communities, $138.0
million  was  financed  through  a  three-year  first  mortgage  loan  with  an
independent  party  and $30.0 million was financed through subordinated debt and
equity  investments  from the investor group.  A group led by Holiday Retirement
Corporation,  of  which  Mr.  Baty  is the chairman and a principal shareholder,
provided  approximately $5.1 million of the equity.  This group included Holiday
as  to a 40% interest and Columbia Pacific Master Fund '98 as to a 32% interest,
with  the remaining 28% interest being held by individual third party investors.
Columbia Pacific Master Fund is a limited partnership of which Mr. Baty's family
partnership  is  the  general partner and share in 40% of income and gains after
the  limited  partners of Columbia Pacific Master Fund receive a return on their
investment  plus  a  preferred  return.

Of the $124.2 million purchase price for the Emeritrust II Operating communities
and  Emeritrust  II  Development  communities,  approximately  $99.6 million was
financed  through three-year first mortgage loans with independent third parties
and  $24.6 million was financed through subordinated debt and equity investments
from another investor group.  A group led by Holiday provided approximately $4.9
million  of  the  equity.  This  group included Holiday as to a 40% interest and
C.P.  '99  Pool as to a 32% interest, with the remaining 28% interest being held
by  individual  third  party investors.  C.P. '99 Pool is a general partnership,
which  is comprised of two 50% limited partnerships, the first of which includes
Mr.  Baty's family partnership as its 40% general partner and the other of which
included  Mr.  Baty's  family  partnership  as  a  20%  general  partner.

The  investor  groups  retained  us  to  manage  all  of the communities through
December 31, 2001, and granted us options to purchase the communities at anytime
prior to December 31, 2001.  During 2000, the Emeritrust I communities failed to
comply with covenants under the $138 million mortgage loan and in 2001 it became
clear  that  we would not be able to purchase the communities under the options.
As  a result, the mortgage loans were restructured and the management agreements
and options to purchase were extended to June 30, 2003 (to December 31, 2003, in
the  case  of  the  five Emeritrust II Development communities).  The discussion
below  reflects  the  terms  of  these  arrangements  as  modified.

From  January  1,  2002, through June 30, 2003, we received for the Emeritrust I
communities  a  base  management  fee  of  3% of gross revenues generated by the
communities  and  an additional management fee of 4%, payable out of 50% of cash
flow.  The  availability  of  operating  cash  flow  to  pay management fees was
subject  to  first  meeting  mandatory  owner  distribution  requirements, which
include  repayment  of  fees  and expenses related to restructuring the mortgage
loan  and  subsequent  extension  in  September  2002.  For  the  Emeritrust  II
Operating  communities  and  the  Emeritrust II Development communities, we have
received  a  base  management  fee  of  5%  of  gross  revenues  and

                                        2
an  additional  management fee of 2%, payable to the extent that the communities
meet certain cash flow standards.  Prior to January 1, 2002, the management fees
for  the  Emeritrust  I  communities  were  computed  in  this  fashion.

Under  the  management  agreements,  we were obligated to reimburse the investor
groups  for  cumulative  cash  operating losses greater than $4.5 million in the
case  of  the  Emeritrust  I  communities  and  $2.4  million in the case of the
Emeritrust  II  Development  communities.  Since  these  thresholds  had  been
exceeded,  we were responsible for most cash operating losses generated by these
communities if they occurred.  There is no such funding arrangement with respect
to  the  Emeritrust  II  Operating communities.  Our funding obligations for the
Emeritrust  I communities have been $184,000, $1.3 million, and $4.9 million for
2002,  2001  and 2000, respectively.  Our funding obligations for the Emeritrust
II  Development  communities  have  been  $137,000, $310,000 and $1.6 million in
2002, 2001, and 2000, respectively.  There has been no funding obligation during
2003.

Although  the  amounts  of  our funding obligation each year included management
fees  earned  by  us under the management agreements, we did not recognize these
management  fees  as  revenue  in our financial statements to the extent that we
were  funding  the cash operating losses that include them.  Correspondingly, we
recognized  the  funding  obligation  under  the  agreement, less the applicable
management  fees,  as  an expense in our financial statements under the category
"Other,  net."  Conversely,  if  the  applicable  management  fees  exceeded our
funding  obligation,  we  recognized  the  management  fees  less  the  funding
obligation  as  management fee revenue in our consolidated financial statements.
Management  fees earned for the Emeritrust I communities have been $2.0 million,
$4.0  million,  and $2.1 million in 2002, 2001, and 2000, respectively, of which
$1.8  million,  $2.8  million, and zero, have been recognized in 2002, 2001, and
2000,  respectively.  Management  fees  earned for the Emeritrust II Development
communities  have  been  $764,000,  $766,000,  and  $360,000, of which $699,000,
$673,000,  and  $174,000  have  been  recognized  in  2002,  2001,  and  2000,
respectively.  Management  fees  earned  for  the  Emeritrust  II  Operating
communities  have  been $1.9 million earned and recognized in each of the years,
2002,  2001,  and  2000.  During  the  first  half of 2003, management fees both
earned  and  recognized for Emeritrust I communities and Emeritrust II Operating
communities were $1.8 million and $987,000, respectively.  During the first half
of  2003,  management  fees  earned and recognized for Emeritrust II Development
communities  have  been  and  $364,000  and  $354,000,  respectively.

Under  the  management  agreements,  we  had  an option to purchase 43 of the 46
Emeritrust  communities  and  a  right  of  first  refusal  with  respect to the
remaining  three  communities,  both  of  which  expired  June 30, 2003, for the
Emeritrust Operating communities and which were to expire December 31, 2003, for
the  Emeritrust Development communities.  The purchase option was required to be
exercised  with  respect  to all communities or may not be exercised at all.  If
investor  groups  required Mr. Baty to purchase certain of the communities, upon
the  conditions  described below, we had the right to exercise our option within
60  days  of  receiving  notice  of  this  action.  The  option price for the 43
Emeritrust  communities  was  equal  to  the original cost of the communities of
approximately  $292  million,  plus  an  amount  that would provide the investor
groups with a rate of return of approximately 18%, compounded annually, on their
original investment of $54.6 million (less any cash distributions received).  In
connection  with  the  exercise  of  the  option,  we were also obligated to pay
certain costs and fees.  Based upon current market conditions and valuations, we
believe  the  option  purchase  price  for  these facilities exceeded their fair
market  value  throughout  the  terms  of  the  management  agreements.

The  management  agreements,  including  the  options  to  purchase  the related
communities,  were  subject  to  various  termination  provisions,  including
cross-default  provisions among all three groups of communities.  The management
agreement  for  the  Emeritrust I communities could have been terminated if cash
distributions  to  the  investor  group  did  not  meet certain levels or if the
communities  failed  to  meet  certain  coverage requirements under the mortgage
loan.  In  addition,  certain  of  the  communities  have  been  refinanced and,
accordingly,  our  ability to exercise the option would have depended on whether
we  could  have  assumed  or  refinanced  the debt secured by these communities.
Termination  or  expiration  of the management agreements or failure to exercise
the  options  would  have  resulted  in  the  loss  of  management  fees and the
substantial  decrease  in  the  number  of  communities  we  operate.

Under  related  agreements,  the investor groups could have required Mr. Baty to
purchase  between ten and twelve of the Emeritrust communities, depending on the
occurrence  of  any  one  of  the  following events:  (a) we do not exercise our
option  to  purchase  the  communities before the option expires, (b) we default
under  the  management  agreements,

                                        3
(c)  Mr.  Baty's  net worth falls below a certain threshold, (d) we experience a
change  of control or (e) Mr. Baty ceases to be our chief executive officer.  If
Mr.  Baty  were required to purchase some of the communities, he would also have
had  the  option to purchase all of the Emeritrust communities on the same terms
under which we are entitled purchase the communities, subject to our prior right
to do so within a specified time period. As a part of the mortgage restructuring
in  2001  related  to  the  Emeritrust  I  communities,  Mr. Baty agreed to make
additional  capital  contributions  to  the  investor  groups  to fund a partial
repayment  of  the  mortgage  debt  of $1.25 million during the first quarter of
2001, with additional $250,000 reductions each quarter thereafter, and agreed to
pledge  additional  collateral  to  secure  his  obligation  to  purchase  the
communities  under  these  purchase  requirements.   Under this arrangement, Mr.
Baty  has  paid  $3.5  million  that  has  been  applied  to  debt  reduction.

2003  Transactions

Effective  June  30, 2003, the management agreement relating to the Emeritrust I
communities  was  extended  to  January  2, 2004.  We also have been indemnified
against  any  funding  obligations  by a group of investors, including Mr. Baty.
The  management  fees  continue as a base fee of 3% of revenue and an additional
fee of 4% of revenue, payable to the extent of 50% of cash flow.  The options to
purchase  the  communities have been terminated.  As a result of recent sales or
transfers  of  communities  by  the  investor  group, the number of Emeritrust I
communities  has  been  reduced from 25 to 23 communities.  The interest rate on
the  underlying  mortgage financing was increased, effective July 1, 2003, which
has  the effect of decreasing the additional management fee that is dependent on
50%  of the cash flow of the communities.  Because of the decrease in the number
of managed communities and the reduction in cash flow, Emeritus anticipates that
management  fees  earned  on  the  Emeritrust  I  communities  will  decline  to
approximately  $575,000  per  quarter.  Emeritus  and  the  investor  group have
entered  into  an  extension  of the management agreement (excluding the funding
obligation)  through  September 30, 2005, subject to termination by either party
on 90 days notice.  The management agreement, if approved by applicable lenders,
would  become  effective  January  2,  2004.

In  connection  with  these  management  arrangements,  Mr. Baty entered into an
agreement  with  the  investor  group  pursuant  to  which  he guaranteed to the
investor  group  (i)  on  or  before  September  30,  2005, the repayment of its
invested  capital  together with a 6% rate of return, compounded annually, (less
any  cash  distributions  received)  and  (ii) the funding of operating deficits
related  to  the  Emeritrust  I communities.  Under these arrangements, Mr. Baty
continues  to  assume responsibility for the underlying mortgage debt.  Mr. Baty
secured  his obligations through a pledge of unrelated partnership interests and
capital  stock.  The  prior  agreements  under  which  the  investor group could
require  Mr.  Baty  to  purchase  up  to  12  communities  was  terminated.

As  a  part  of  these  transactions,  but  subject to the lender's consent, the
investor  group  has  agreed  to  transfer  one community to Mr. Baty subject to
mortgage  financing  of  $3.2  million,  the  amount  of the underlying mortgage
financing  allocated  to  this community.  If the transfer occurs, Mr. Baty will
lease  the community to us under a 10-year lease with rental of (i) debt service
(including  interest  and principal) computed on a $3.2 million debt amount, the
interest  rate  on the underlying mortgage financing and a 25 year amortization,
plus a return equal to the interest rate on the underlying mortgage financing on
$1.0 million of equity invested, and (ii) 50% of cash flow (after accounting for
assumed  management  fees and capital expenditures).  The base amount represents
the  original  principal  amount  of  mortgage  debt allocated to this community
before  debt  reductions  funded  by  Mr.  Baty.  This  community  will  be
cross-collateralized  by Mr. Baty with the Horizon Bay community owned by a Baty
entity  and  leased  to  us,  as  described  below.

On  September  30, 2003, we acquired leasehold interests in the 16 Emeritrust II
communities  and the five Emeritrust II Development communities for a total cash
purchase price of $118.6 million and issued, or agreed to issue, warrants to the
seller  to  purchase  500,000  shares  of  common  stock.  The  warrants  have a
five-year  term  and  an exercise price of $7.60 per share, the closing price of
the  common  stock  on  the  American  Stock  Exchange  on the closing date.  We
financed  the cash purchase price through a REIT with a combination of lease and
mortgage  financing  in the aggregate amount of $121.5 million. The lease of the
21  communities  has  a  term  of 15 years and provides for annual rent and debt
service payments of approximately $11.9 million, with certain escalators.  These
communities  will be included in the current master lease with the REIT relating
to  four other communities.    Additional principal reductions may occur, at our
option,  through  the  increase  in  the  amount  of  the  lease  financing

                                        4
based  on  the  portfolio  achieving  certain  coverage  tests.

In  addition  to the cash purchase price for the communities, we intend to issue
warrants  to purchase 100,000 shares of our common stock to the Holiday group of
investors  pending AMEX approval.  We issued warrants to purchase 400,000 shares
to  the  other  investors.  The  warrants expire September 30, 2008, and have an
exercise  price  of  $7.60  (subject  to certain adjustments).  The holders have
limited  registration  rights.

As  a  result  of  his interests in the investor groups Mr. Baty has a financial
interest  in the transactions described above. In the purchase of the Emeritrust
II  Operating  communities  and  Emeritrust II Development communities, entities
affiliated  with  Mr. Baty received a return of their investment together with a
10%  rate of return, compounded annually (less any cash distributions received).
See  the  description  of  his  interests  in  the  "Background"  section above.

HORIZON  BAY  TRANSACTIONS

On  September  30, 2003, and in conjunction with the transactions related to the
Emeritrust  communities, we entered into an agreement to lease eight communities
that  we  formerly  managed.  Upon transfer of applicable licenses, the terms of
the  leases  are  to  be  effective  as  of  June  30,  2003.

Background

In  April  2002, we entered into agreements to acquire the ownership interest of
one community and the leasehold interest of seven communities for the assumption
of  the  mortgage debt relating to the owned community and the lease obligations
relating to the leased communities.  The eight communities, comprising 617 units
in  Louisiana  and Texas, had been previously operated by Horizon Bay Management
L.L.C.  In  May  2002, we assigned our rights under these agreements to entities
wholly  owned  by  Mr.  Baty  and  entered  into five-year management agreements
expiring  April  30, 2007, with the Baty entities providing for a management fee
of  5%  of  gross  revenue.  As a part of these agreements, we have the right to
reacquire  the  one  community and seven leased communities at any time prior to
April  30,  2007, by assuming the mortgage debt and lease obligations and paying
the  Baty entities the amount of any cash investment in the communities, plus 9%
per  annum.  In  the  original agreements of acquisition with the Baty entities,
Horizon  Bay agreed to fund operating losses of the communities to the extent of
approximately $2.5 million in the first twelve months and $870,000 in the second
twelve  months  following the closing.  Under the management agreements with the
Baty  entities,  we  have agreed to fund any operating losses in excess of these
limits  over the five-year management term.  In late 2002, the Baty entities and
Horizon  Bay  altered  their  agreement relating to operating losses whereby (i)
Horizon  Bay paid the Baty entities $2 million and (ii) the Baty entities waived
any  further  funding  by  Horizon of operating losses of the communities.  This
alteration  did  not  change  our  funding commitment.  During 2002, we received
management  fees  of $661,000, including $120,000 of mobilization fees.  For the
first  half  of  2003,  we  received  management  fees  of  $409,000.

2003  Transactions

We  have  entered  into agreements to assume the existing leases relating to the
seven  leased communities.  In lieu of acquiring the remaining community subject
to  mortgage financing, we entered into an agreement to lease the community from
the  applicable  Baty entity for a term of 10 years, with rent equal to the debt
service on the mortgage indebtedness (including interest and principal) plus 25%
of  cash  flow  (after  accounting  for  assumed  management  fees  and  capital
expenditures).  This  community,  when  acquired  by  the  Baty  entity, will be
cross-collateralized  by  Mr.  Baty with an Emeritrust I community that Mr. Baty
has  agreed  to acquire and lease to us, as described above.  These transactions
are  subject  to  the  transfer of applicable licenses, which we expect to occur
within  90  days.  Upon  completion of the transactions, the lease terms will be
effective as of June 30, 2003.  Annual rent relating to the eight communities is
estimated at $3.7 million, plus annual rent escalators based upon changes in the
consumer  price  level  index.  We paid the Baty entities approximately $65,000,
which  represented  their  cash investment plus 9% per annum, as provided in the
original  agreement.  Under  the  new  agreement,  the  obligations  to

                                        5
fund  operating  losses  do  not  continue.   As  a  result, we expect to incur
unreimbursed  operating  losses  from these communities for the remainder of the
original  funding  period,  which  would  have  extended  to  April  30,  2004.

ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)     Exhibits:
FOOTNOTE
NUMBER                                                     DESCRIPTION                                                   NUMBER
---------  ----------------------------------------------------------------------------------------------------------  --------
10.52    EMERITRUST COMMUNITIES
10.52.12    Third Amendment to Management Agreement with Option to Purchase by and among Emeritus Management
            LLC ("Emeritus Management"), Emeritus Management I LP ("Texas Management"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), effective June 30, 2003. . . . . . . . . . . . . . . . . .  (1)
10.52.13    Fourth Amendment to Management Agreement with Option to Purchase by and among Emeritus Management
            LLC ("Emeritus Management"), Emeritus Management I LP ("Texas Management"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), dated September 30, 2003,  effective January 2, 2004. . .   (1)
10.52.14    Side Letter to Management Agreement with Option to Purchase by and among Emeritus Management LLC
            ("Emeritus Management"), Emeritus Management I LP ("Texas Manager"), Emeritus Corporation
            ("Emeritus"), and AL Investors LLC ("AL Investors"), effective June 30, 2003. . . . . . . . . .  . . . . . . .   (1)

   10.53    EMERITRUST II COMMUNITIES
10.53.13    Amended and Restated Master Lease Agreement between HEALTH CARE REIT, INC., HCRI Mississippi
            Properties, Inc., HCRI Massachusetts Properties Trust II, HCRI Texas Properties, LTD. (collectively
            "Landlord") and the registrant ("Tenant") dated September 30, 2003. . . . . . . . . . . . . . . .  . . . . . .   (1)
10.53.14    Amended and Restated Loan Agreement between HEALTH CARE REIT, INC. ("Lender") and the registrant
            ("Borrower") dated September 30, 2003.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . ..  (1)
10.53.15    Amended and Restated Note for $25.8 million between HEALTH CARE REIT, INC. ("Lender") and the
            registrant ("Borrower") dated September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . ..  (1)
10.53.16    Amended and Restated Leasehold Mortgage/Deed of Trust, Security Agreement, Assignment of Leases and
            Rents, Financing Statement and Fixture Filing by the registrant ("Trustor") and Commonwealth Land Title
            Insurance Company, Mid South Title Co., Lawyers Title of Arizona, Inc., Transnation Title & Escrow, Inc.,
            Carson Mills, AmeriTitle, William Fairbanks, Lawyers Title Realty Services, Inc., Transnation Title Insurance
            Insurance Company (collectively "Trustee") in favor of HEALTH CARE REIT, INC. ("Beneficiary") dated
            September 30, 2003. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . ..  (1)
10.53.17    Warrant for the Purchase of Shares of Common Stock by Emeritus Corporation ("Issuer"), for Senior Housing
            Partners I, LP ("Holder") for an aggregate of 400,000 shares, dated September 30, 2003.                          (1)
10.53.18    Master Agreement between Owners and Emeritus Corporation Regarding Sale of AL II Assisted Living
            Portfolio, dated September 30, 2003. . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (1)

   10.68    KINGSLEY PLACE AT ALEXANDRIA, LOUISIANA, KINGSLEY PLACE AT LAKE CHARLES,  LOUISIANA, KINGSLEY PLACE AT
            LAFAYETTE, LOUISIANA, KINGSLEY PLACE OF SHREVEPORT, LOUISIANA, KINGSLEY PLACE OF HENDERSON, TEXAS, KINGSLEY
            PLACE AT OAKWELL FARMS, TEXAS, KINGSLEY PLACE AT THE MEDICAL CENTER, TEXAS, KINGSLEY PLACE AT STONEBRIDGE,
            TEXAS. THE FOLLOWING AGREEMENTS ARE REPRESENTATIVE OF THOSE EXECUTED IN CONNECTION WITH THESE PROPERTIES:
10.68.17    Termination of Amended and Restated Funding Agreement by and between Emeritus Corporation ("Emeritus") and
            HB-ESC I, LLC, HB-ESC II, LLC, and HB-ESC V, LP (collectively "HB Entities") effective June 30, 2003..  . . . .  (1)
10.68.18    Global Amendment to Management Agreements by and between Emeritus Corporation ("Emeritus") and HB-
            ESC I, LLC, HB-ESC II, LLC, HB-ESC IV, LP, and HB-ESC V, LP (collectively "HB Licenses") effective June
            30, 2003.  . .  . .  . .       . .  . .    . .  .   . .  . .    .  . .  . .    . .  . .      . .  . .            (1)

    99.1    Press Releases
  99.1.1    Press Release dated October 1, 2003, Emeritus Announces Sale-Leaseback of Four Facilities.. . . . . . . . . . .  (1)
  99.1.2    Press Release dated October 6, 2003, Emeritus Announces Lease of Emeritrust II Facilities.. . . . . . . . . . .  (1)
-----------------------
(1)     Filed  herewith

                                        6
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:  October  14,  2003

                                        7