CERTIFICATION

     I,  Raymond  R.  Brandstrom,  certify  that:

1.   I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls  and  procedures  to  be designed under our supervision, to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is  made  known  to  us by others within those
     entities,  particularly  during  the  period  in which this report is being
     prepared;

b)   Evaluated  the  effectiveness  of  the registrant's disclosure controls and
     procedures  and  presented  in  this  report  our  conclusions  about  the
     effectiveness  of  the disclosure controls and procedures, as of the end of
     the  period  covered  by  this  report  based  on  such  evaluation;  and

c)   Disclosed  in  this  report any change in the registrant's internal control
     over  financial reporting that occurred during the registrant's most recent
     fiscal  quarter  (the  registrant's fourth fiscal quarter in the case of an
     annual  report)  that  has  materially affected, or is reasonably likely to
     materially  affect,  the  registrant's  internal  control  over  financial
     reporting;  and

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of  directors  (or  persons  performing  the  equivalent  functions):

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely  to  adversely  affect  the registrant's ability to record, process,
     summarize  and  report  financial  information;  and

b)   any  fraud,  whether  or  not  material,  that involves management or other
     employees  who have a significant role in the registrant's internal control
     over  financial  reporting.

Date:  August  8,  2003




                                            /s/    Raymond  R.  Brandstrom
                                            ------------------------------
                                            Raymond  R.  Brandstrom
                                            Chief  Financial  Officer