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  2.      ACQUISITION  OR  DISPOSITION  OF  ASSETS

HORIZON  BAY  TRANSACTIONS

As  previously announced, on September 30, 2003, we entered into an agreement to
lease  eight  communities that we formerly managed.  As of December 31, 2003, we
assumed  the  leases  on  seven  of  the  leased facilities and are in the final
negotiations  of leasing the eighth facility.  The terms of the seven leases are
effective  as  of  December  31,  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.  ("Horizon  Bay").  In  May  2002,  we  assigned  our  rights under these
agreements  to  entities  wholly  owned  by  Mr.  Baty (the "Baty entities") 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 had 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 had 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 Bay 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 from management agreements with the Baty entities.
For  2003,  we  received  management  fees of $787,000 from the same agreements.

2003  Transactions

We  have  assumed  the existing leases relating to the seven leased communities.
In  lieu  of  acquiring  the  remaining  community  that is currently 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.  Annual  rent  relating to the eight communities is estimated at
$4.6  million,  plus  annual  rent escalators based upon changes in the consumer
price  level  index.  We  paid  the  Baty  entities approximately $70,000, which
represented their cash investment plus 9% per annum, as provided in the original
management  agreements  between  the  Baty entities and Emeritus.  Under the new
agreement  with  the  Baty  entities,  the  Baty  entities'  obligations to fund
operating  losses  do  not  continue.



ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(a)     Financial  Statements  of  business  acquired
The  required financial statements for the acquired business are not included in
this  Report at this time. The Registrant will file such financial statements by
amendment  within  sixty days after the date on which this Report is required to
be  filed.

(b)     Pro  forma  financial  information
The  required  pro forma financial information is not included in this Report at
this  time.  The  Registrant  will  file such pro forma financial information by
amendment  within  sixty days after the date on which this Report is required to
be  filed.

(c)     Exhibits:


<TABLE>
<CAPTION>

                                                                                                                       Footnote
 Number                                                   Description                                                   Number
 --------- ----------------------------------------------------------------------------------------------------      -----------


<S>       <C>                                                                                                                <C>

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:

10.68.19  Assignment and assumption of leases by and among HB-ESCII, LLC ("Assignor"), Emeritus Corporation,
          ("Assignee"), and Daniel R. Baty, ("Guarantor"), dated December 31, 2003.                                          (1)

10.68.20  Assignment and assumption of lease agreement (KP Stonebridge) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.21  Assignment and assumption of lease agreement (KP Henderson) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.22  Assignment and assumption of lease agreement (KP Medical) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.23  Assignment and assumption of lease agreement (KP Oakwell) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

99.1 . .  Press Releases

99.1.1 .  Press Release dated January 12, 2004, Emeritus Announces Lease of Seven Facilities.                                (1)

</TABLE>


(1)     Filed  herewith


<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  2.      ACQUISITION  OR  DISPOSITION  OF  ASSETS

HORIZON  BAY  TRANSACTIONS

As  previously announced, on September 30, 2003, we entered into an agreement to
lease  eight  communities that we formerly managed.  As of December 31, 2003, we
assumed  the  leases  on  seven  of  the  leased facilities and are in the final
negotiations  of leasing the eighth facility.  The terms of the seven leases are
effective  as  of  December  31,  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.  ("Horizon  Bay").  In  May  2002,  we  assigned  our  rights under these
agreements  to  entities  wholly  owned  by  Mr.  Baty (the "Baty entities") 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 had 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 had 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 Bay 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 from management agreements with the Baty entities.
For  2003,  we  received  management  fees of $787,000 from the same agreements.

2003  Transactions

We  have  assumed  the existing leases relating to the seven leased communities.
In  lieu  of  acquiring  the  remaining  community  that is currently 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.  Annual  rent  relating to the eight communities is estimated at
$4.6  million,  plus  annual  rent escalators based upon changes in the consumer
price  level  index.  We  paid  the  Baty  entities approximately $70,000, which
represented their cash investment plus 9% per annum, as provided in the original
management  agreements  between  the  Baty entities and Emeritus.  Under the new
agreement  with  the  Baty  entities,  the  Baty  entities'  obligations to fund
operating  losses  do  not  continue.

ITEM  7.      FINANCIAL  STATEMENTS  AND  EXHIBITS

(a)     Financial  Statements  of  business  acquired
The  required financial statements for the acquired business are not included in
this  Report at this time. The Registrant will file such financial statements by
amendment  within  sixty days after the date on which this Report is required to
be  filed.

(b)     Pro  forma  financial  information
The  required  pro forma financial information is not included in this Report at
this  time.  The  Registrant  will  file such pro forma financial information by
amendment  within  sixty days after the date on which this Report is required to
be  filed.

(c)     Exhibits:
Footnote
 Number                                                   Description                                                   Number
 --------- ----------------------------------------------------------------------------------------------------      -----------
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:

10.68.19  Assignment and assumption of leases by and among HB-ESCII, LLC ("Assignor"), Emeritus Corporation,
          ("Assignee"), and Daniel R. Baty, ("Guarantor"), dated December 31, 2003.                                          (1)

10.68.20  Assignment and assumption of lease agreement (KP Stonebridge) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.21  Assignment and assumption of lease agreement (KP Henderson) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.22  Assignment and assumption of lease agreement (KP Medical) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

10.68.23  Assignment and assumption of lease agreement (KP Oakwell) by and among HB-ESC V, L.P., ("Lessor"),
          ESC IV, L.P., doing business in Texas as Texas-ESC IV, L.P. ("Assignee"), EMERITUS CORPORATION, ("Emeritus"),
          DANIEL R. BATY, ("Existing Guarantor"), and HR ACQUISITION OF SAN ANTONIO, LTD.,
          formerly known as Capstone Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. ("Lessor"),
          dated December 31, 2003.                                                                                           (1)

99.1 . .  Press Releases

99.1.1 .  Press Release dated January 12, 2004, Emeritus Announces Lease of Seven Facilities.                                (1)
(1)     Filed  herewith
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