CERTIFICATIONS

I,  Raymond  R.  Brandstrom,  Chief  Financial  Officer,  certify  that:

1.  I  have reviewed this quarterly report on Form 10-K 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  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.



                                            /s/    Raymond  R.  Brandstrom
                                            ------------------------------
                                            Raymond  R.  Brandstrom
                                            Chief  Financial  Officer
                                            March  29,  2004