RESTATED BYLAWS

                                       OF

                          REGENT ASSISTED LIVING, INC.
                    (as amended effective December 12, 1996)

                                    ARTICLE I

                        SHAREHOLDERS MEETINGS AND VOTING

     1.1 Annual Meeting. The annual meeting of the shareholders shall be held at
10:00 a.m. on the second Tuesday in May of each year, unless a different time
and date or time is fixed by the Board of Directors and stated in the notice of
the meeting. Failure to hold an annual meeting on the stated date shall not
affect the validity of any corporate action.

     1.2 Special Meetings. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the President
or the Board of Directors and shall be called by the President upon the written
demand of the holders of not less than one-tenth of all the votes entitled to be
cast on any issue proposed to be considered at the meeting. The demand shall
describe the purposes for which the meeting is to be held and shall be signed,
dated and delivered to the Secretary.

     1.3 Place of Meetings. Meetings of the shareholders shall be held at any
place in or out of Oregon designated by the Board of Directors. If a meeting
place is not designated by the Board of Directors, the meeting shall be held at
the Corporation's principal office.

     1.4 Notice of Meetings. Written or printed notice stating the date, time
and place of the shareholders meeting and, in the case of a special meeting or a
meeting for which special notice is required by law, the purposes for which the
meeting is called, shall be delivered by the Corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any other
shareholders entitled to receive notice, not earlier than 60 days nor less than
10 days before the meeting date. If mailed, the notice shall be deemed delivered
when it is mailed to the shareholder with postage prepaid at the shareholder's
address shown in the Corporation's record of shareholders.

     1.5 Waiver of Notice. A shareholder may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. The waiver shall
be in writing, signed by the shareholder entitled to the notice and delivered to
the Corporation for inclusion in the minutes or for filing with the corporate
records. A shareholder's attendance at a meeting waives objection to (i) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or to transacting
business at the meeting, and (ii) consideration of a particular matter at the
meeting that is not within the purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
<PAGE>
     1.6 Fixing of Record Date. The Board of Directors may fix a future date as
the record date to determine the shareholders entitled to notice of a
shareholders meeting or to demand a special meeting, vote, take any other action
or receive payment of any share or cash dividend or other distribution. This
date shall not be earlier than 70 days or, in the case of a meeting, later than
10 days before the meeting or action requiring a determination of shareholders.
The record date for any meeting, vote or other action of the shareholders shall
be the same for all voting groups. If not otherwise fixed by the Board of
Directors, the record date to determine shareholders entitled to notice of and
to vote at an annual or special shareholders meeting is the close of business on
the day before the notice is first mailed or otherwise transmitted to
shareholders. If not otherwise fixed by the Board of Directors, the record date
to determine shareholders entitled to receive payment of any share or cash
dividend or other distribution is the close of business on the day the Board of
Directors authorizes the share or cash dividend or other distribution.

     1.7 Shareholders List for Meeting. After a record date for a meeting is
fixed, the Corporation shall prepare an alphabetical list of all shareholders
entitled to notice of the shareholders meeting. The list shall be arranged by
voting group and, within each voting group, by class or series of shares, and it
shall show the address of and number of shares held by each shareholder. The
shareholders list shall be available for inspection by any shareholder, upon
proper demand as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
shareholders list available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment thereof. Refusal or failure to
prepare or make available the shareholders list does not affect the validity of
action taken at the meeting.

     1.8 Quorum; Adjournment.

          (1) Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. A majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

          (2) A majority of votes represented at the meeting, although less than
a quorum, may adjourn the meeting from time to time to a different time and
place without further notice to any shareholder of any adjournment, except that
notice is required if a new record date is or must be set for the adjourned
meeting. At an adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted at the meeting originally held.

          (3) Once a share is represented for any purpose at a meeting, it shall
be present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.
<PAGE>
     1.9 Voting Requirements; Action Without Meeting.

          (1) If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law or the Articles of
Incorporation. Directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

          (2) Action required or permitted by law to be taken at a shareholders
meeting may be taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action. The action must be evidenced by one
or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to the Secretary for
inclusion in the minutes or for filing with the corporate records. Shareholder
action taken by written consent is effective when the last shareholder signs the
consent, unless the consent specifies an earlier or later effective date.

     1.10 Proxies. A shareholder may vote shares in person or by proxy. A
shareholder may appoint a proxy by signing an appointment form either personally
or by the shareholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a different period
is provided in the appointment form. An appointment is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest that has not been
extinguished.

     1.11 Meeting by Telephone Conference. Shareholders may participate in an
annual or special meeting by, or conduct the meeting through, use of any means
of communication by which all shareholders participating may simultaneously hear
each other during the meeting, except that no meeting for which a written notice
is sent to shareholders may be conducted by this means unless the notice states
that participation in this manner is permitted and describes how any shareholder
desiring to participate in this manner may notify the Corporation. Participation
in a meeting by this means shall constitute presence in person at the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     2.1 Duties of Board of Directors. All corporate powers of the Corporation
shall be exercised by or under the authority of its Board of Directors; the
business and affairs of the Corporation shall be managed under the direction of
its Board of Directors.

     2.2 Number, Term and Qualification. The number of directors of the
Corporation shall be eight. At the 1996 annual meeting of shareholders, the
directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class ("Class I") to expire at
the 1997 annual meeting of shareholders, the term of office of the second class
("Class II") to expire at the 1998 annual meeting of shareholders and the term
of office of the third class
<PAGE>
("Class III") to expire at the 1999 annual meeting of shareholders. At each
annual meeting of shareholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected to serve three-year terms and until their successors are elected and
qualified, so that the term of one class of directors will expire each year. The
number of directors may be increased or decreased from time to time by amendment
of this Section 2.2, provided that no decrease in the number of directors shall
shorten the term of any incumbent director. If the number of directors is
changed pursuant to this Section 2.2, any newly created directorships, or any
decrease in directorships, shall be so apportioned among the classes so as to
make all classes as nearly equal as possible. Despite the expiration of a
director's term, the director shall continue to serve until the director's
successor is elected and qualified or the number of directors is decreased.
Directors need not be residents of Oregon or shareholders of the Corporation.

     2.3 Regular Meetings. A regular meeting of the Board of Directors shall be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
in or out of Oregon without notice other than the resolution.

     2.4 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place in or out of Oregon as the place for holding any special meeting of
the Board of Directors called by them.

     2.5 Notice. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 24 hours before the meeting by
notice communicated in person or by telephone, telegraph, teletype, other form
of wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.

     2.6 Waiver of Notice. A director may at any time waive any notice required
by law, these Bylaws or the Articles of Incorporation. Except as set forth
below, the waiver must be in writing, be signed by the director entitled to the
notice, specify the meeting for which notice is waived and be filed with the
minutes or corporate records. A director's attendance at or participation in a
meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or to transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.

     2.7 Quorum. A majority of the number of directors set forth in Section 2.2
of these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of
<PAGE>
Directors. If less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

     2.8 Manner of Acting. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless a different number is provided by law, the Articles of Incorporation or
these Bylaws.

     2.9 Meeting by Telephone Conference; Action Without Meeting.

          (1) Directors may participate in a regular or special meeting by, or
conduct the meeting through, use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
Participation in a meeting by this means shall constitute presence in person at
the meeting.

          (2) Any action that is required or permitted to be taken at a meeting
of the Board of Directors may be taken without a meeting if one or more written
consents describing the action taken are signed by all of the directors entitled
to vote on the matter and included in the minutes or filed with the corporate
records reflecting the action taken. The action shall be effective when the last
director signs the consent, unless the consent specifies an earlier or later
effective date.

     2.10 Vacancies. Any vacancy on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, may be filled by the
shareholders, the Board of Directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.

     2.11 Compensation. By resolution of the Board of Directors, the directors
may be paid reasonable compensation for services as directors and their expenses
of attending meetings of the Board of Directors.

     2.12 Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to
have assented to the action taken at the meeting unless (a) the director's
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting, or promptly upon the director's
arrival, to the holding of the meeting or to transacting business at the
meeting. The right to dissent or abstain is not available to a director who
voted in favor of the action.

     2.13 Removal. The shareholders may remove one or more directors only for
cause, and only at a meeting called expressly for that purpose, by a vote of the
holders of 75 percent of the shares then entitled to vote at an election of
directors.
<PAGE>
     2.14 Resignation. Any director may resign by delivering written notice to
the Board of Directors, its chairperson or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon
the earlier of (a) receipt, (b) five days after its deposit in the United States
mails, if mailed postpaid and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the Board of Directors.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     3.1 Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have two or more members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors in office when the
action is taken. Subject to any limitation imposed by the Board of Directors or
by law, each committee may exercise all the authority of the Board of Directors
in the management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the Oregon Business Corporation Act, as
amended (the "Act").

     3.2 Changes of Size and Function. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.

     3.3 Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.

     3.4 Compensation. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.

                                   ARTICLE IV

                                    OFFICERS

     4.1 Appointment. The Board of Directors at its first meeting following its
election each year shall appoint a President and a Secretary. At this meeting,
or at any other time, the Board of Directors may appoint one of its members as
Chairman of the Board. The Board of Directors or the President may appoint any
other officers, assistant officers and agents. Any two or more offices may be
held by the same person.
<PAGE>
     4.2 Compensation. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors or by the President with respect to officers appointed by the
President.

     4.3 Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.

     4.4 Removal. Any officer or agent appointed by the Board of Directors or
the President may be removed by the Board of Directors at any time with or
without cause. Any officer or agent appointed by the President may be removed by
the President at any time with or without cause.

     4.5 Chairman of the Board. The Chairman of the Board, if that office is
filled, shall preside at all meetings of the Board of Directors and shall
perform any duties and responsibilities prescribed from time to time by the
Board of Directors.

     4.6 President. Unless otherwise determined by the Board of Directors, the
President shall be the chief executive officer of the Corporation and, subject
to the control of the Board of Directors, shall be responsible for the general
operation of the Corporation. The President shall have any other duties and
responsibilities prescribed by the Board of Directors. Unless otherwise
determined by the Board of Directors, the President shall have authority to vote
any shares of stock owned by the Corporation and to delegate this authority to
any other officer.

     4.7 Vice Presidents. Each Vice President shall perform those duties and
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.

     4.8 Secretary.

          (1) The Secretary shall record and keep the minutes of all meetings of
the directors and shareholders in one or more books provided for that purpose
and shall perform all other duties prescribed by the Board of Directors or the
President.

          (2) Any assistant secretary shall have the duties prescribed from time
to time by the Board of Directors, the President or the Secretary. In the
absence or disability of the Secretary, the Secretary's duties shall be
performed by an assistant secretary.

     4.9 Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation and shall have all
other duties prescribed from time to time by the Board of Directors or the
President.
<PAGE>
                                    ARTICLE V

                                 INDEMNIFICATION

          The Corporation may indemnify to the fullest extent not prohibited by
law any person who is made, or threatened to be made, a party to an action, suit
or proceeding, whether civil, criminal, administrative, investigative or other
(including an action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation or a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, with respect to any employee
benefit plan of the Corporation, or serves or served at the Corporation's
request as a director, officer, employee or agent, or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture, trust
or other enterprise. The Corporation may pay for or reimburse the reasonable
expenses incurred by any such person in any such proceeding in advance of the
final disposition of the proceeding if the person sets forth in writing (i) the
person's good faith belief that the person is entitled to indemnification under
this Article and (ii) the person's agreement to repay all advances if it is
ultimately determined that the person is not entitled to indemnification under
this Article. No amendment to these Bylaws that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation for
any act or omission that occurs before the later to occur of the effective date
of the amendment or the date that notice of the amendment is given to the
person. This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees,
agents and fiduciaries that may be included in the Articles of Incorporation or
any statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or other document or arrangement.

                                   ARTICLE VI

                               ISSUANCE OF SHARES

     6.1 Adequacy of Consideration. Before the Corporation issues shares, the
Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.

     6.2 Certificates for Shares.

          (1) Certificates representing shares of the Corporation shall be in
any form determined by the Board of Directors consistent with the requirements
of the Act and these Bylaws. The certificates shall be signed, either manually
or in facsimile, by two officers of the Corporation, at least one of whom shall
be the President or a Vice President, and may be sealed with the seal of the
Corporation, if any, or a facsimile thereof. All certificates for shares shall
be consecutively numbered or otherwise identified. The signatures of officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or any assistant transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation.
<PAGE>
          (2) Every certificate for shares of stock that are subject to any
restriction on transfer or registration of transfer pursuant to the Articles of
Incorporation, the Bylaws, securities laws, a shareholders agreement or any
agreement to which the Corporation is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of the restriction and that the Corporation retains a
copy of the full text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a class of shares shall
set forth on its face or back either (a) a summary of the designations, relative
rights, preferences and limitations of the shares of each class and the
variations in rights, preferences and limitations for each series authorized to
be issued and the authority of the Board of Directors to determine variations
for future series or (b) a statement of the existence of those designations,
relative rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the certificate upon
written request and without charge.

          (3) All certificates surrendered to the Corporation for transfer shall
be canceled. The Corporation shall not issue a new certificate for previously
issued shares until the former certificate or certificates for those shares are
surrendered and canceled; except that in case of a lost, destroyed or mutilated
certificate, a new certificate may be issued on terms prescribed by the Board of
Directors.

     6.3 Transfer Agent and Registrar. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with those powers and duties determined by the Board
of Directors.

     6.4 Officer Ceasing to Act. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is
issued, the certificate is nevertheless valid.

                                   ARTICLE VII

                 CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

     7.1 Contracts. Except as otherwise provided by law, the Board of Directors
may authorize any officers or agents to execute and deliver any contract or
other instrument in the name and on behalf of the Corporation, and this
authority may be general or confined to specific instances.

     7.2 Loans. The Corporation shall not borrow money and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. This authority may be general or confined to specific instances.

     7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money and notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors.
<PAGE>
     7.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited to the credit of the Corporation in those banks, trust companies or
other depositories as the Board of Directors or officers of the Corporation
designated by the Board of Directors shall select, or be invested as authorized
by the Board of Directors.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     8.1 Severability. A determination that any provision of these Bylaws is for
any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.

     8.2 Amendments. These Bylaws may be amended or repealed and new Bylaws may
be adopted by the Board of Directors or the shareholders of the Corporation;
provided, however, that Sections 2.2 and 2.13 and this Section 8.2 may be
amended or repealed only by a majority of the Board of Directors or a vote of
the holders of 75 percent of the shares entitled to vote thereon.

     8.3 Oregon Control Share Act. ORS 60.801 to ORS 60.816, known as the
"Oregon Control Share Act," do not apply to acquisitions of the Corporation's
voting shares (as defined in the Oregon Control Share Act).


                                  As Amended Effective December 12, 1996