--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459

                                   FORM 10-QSB

[ X ]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 1999

[   ]           TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Transition period from ____ to ____

                         Commission file number 0-27108

                          REGENT ASSISTED LIVING, INC.
             (Exact name of registrant as specified in its charter)

                OREGON                                 93-1171049
    (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                 Identification No.)

                                   Suite 1000
                               121 SW Morrison St.
                             Portland, Oregon 97204
                    (Address of principal executive offices)

                                  503-227-4000
              (Registrant's telephone number, including area code)

Indicate by check mark whether Registrant (1) has filed all reports to be filed
by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                               Yes [ X ]  No [   ]

               Shares of Registrant's Common Stock, No par value,
                     outstanding at May 12, 1999 - 4,633,000

--------------------------------------------------------------------------------


<PAGE>
                          REGENT ASSISTED LIVING, INC.

                                   FORM 10-QSB

                                 March 31, 1999


                                      INDEX



                                                                            Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Condensed Consolidated Statements of Operations for the three months
ended March 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 4

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . . . . 5

Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . . . 6

Item 2.  Management's Discussion and Analysis or Plan of Operation. . . . . . 9


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . .17


Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
REGENT ASSISTED LIVING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


                                     ASSETS                                     March 31,         December 31,
                                                                                    1999                 1998
                                                                              (Unaudited)
<S>                                                                         <C>                  <C>         
Current assets:
    Cash and cash equivalents                                               $  4,202,438         $  4,483,048
    Cash held in working capital escrow                                          997,074              734,408
    Accounts receivable, net                                                     350,245              287,483
    Prepaid expenses                                                           1,573,425              280,324
    Construction advances receivable                                             223,583              481,819
                                                                            ------------         ------------

      Total current assets                                                     7,346,765            6,267,082

Restricted cash                                                                2,760,082            2,757,981
Property and equipment, net                                                   47,459,295           54,191,324
Investment in and advances to joint venture                                      211,679              261,995
Other assets                                                                   3,087,242            2,795,374
                                                                            ------------         ------------

      Total assets                                                          $ 60,865,063         $ 66,273,756
                                                                            ============         ============

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                       $    337,657         $    284,481
    Construction accounts payable                                                352,707              608,585
    Accounts payable and other accrued expenses                                5,269,731            3,812,061
                                                                            ------------         ------------

      Total current liabilities                                                5,960,095            4,705,127

Long-term debt                                                                35,188,849           40,704,567
Convertible subordinated notes                                                 9,000,000            9,000,000
Deferred gains and development fees, net                                       6,881,416            6,022,773
Other liabilities                                                              1,730,573            1,586,164
                                                                            ------------         ------------

      Total liabilities                                                       58,760,933           62,018,631
                                                                            ------------         ------------


Commitments

Shareholders' equity:
    Preferred stock, no par value, 5,000,000 shares authorized;
         1,666,667 shares issued and outstanding in 1999 and 1998              9,349,841            9,349,841
    Common stock, no par value, 25,000,000 shares authorized;
         4,633,000 shares issued and outstanding in 1999 and 1998             10,808,703           10,808,703
    Accumulated deficit                                                      (18,054,414)         (15,903,419)
                                                                            ------------         ------------

      Total shareholders' equity                                               2,104,130            4,255,125
                                                                            ------------         ------------

      Total liabilities and shareholders' equity                            $ 60,865,063         $ 66,273,756
                                                                            ============         ============


The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>

Page 3
<PAGE>
<TABLE>
<CAPTION>
REGENT ASSISTED LIVING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                    (Unaudited)
                                                                       Three Months Ended   Three Months Ended
                                                                           March 31, 1999       March 31, 1998
<S>                                                                         <C>                   <C>         
Revenues:
    Rental and service                                                      $  11,846,037         $  4,216,580
    Management fees                                                                80,539               71,625
                                                                            -------------        -------------

      Total revenues                                                           11,926,576            4,288,205
                                                                            -------------        -------------

Operating expenses:
    Residence operating expenses                                                8,586,461            4,190,136
    General and administrative                                                  1,284,632              967,621
    Lease expense                                                               3,202,598            1,414,718
    Depreciation and amortization                                                 320,809              114,083
                                                                            -------------        -------------

      Total operating expenses                                                 13,394,500            6,686,558
                                                                            -------------        -------------

      Operating loss                                                           (1,467,924)          (2,398,353)

Interest income                                                                    83,590               75,989
Interest expense                                                                 (524,606)             (64,415)
Equity in losses of joint venture                                                 (86,316)              (1,086)
Other income (loss), net                                                           (5,739)              (7,710)
                                                                            -------------        -------------

      Loss before income taxes                                                 (2,000,995)          (2,395,575)

Provision for income taxes                                                              -                    -
                                                                            -------------        -------------

      Net loss                                                                 (2,000,995)          (2,395,575)

Preferred stock dividends                                                        (150,000)            (150,000)
                                                                            -------------        -------------

      Net loss available to common shareholders                             $  (2,150,995)       $  (2,545,575)
                                                                            =============        =============

Basic loss per common share                                                 $        (.46)       $        (.55)
                                                                            =============        =============

Diluted loss per common share                                               $        (.46)       $        (.55)
                                                                            =============        =============

Weighted average common shares outstanding - basic                              4,633,000            4,633,000
                                                                            =============        =============

Weighted average common shares outstanding - diluted                            4,633,000            4,633,000
                                                                            =============        =============


The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>

Page 4
<PAGE>
<TABLE>
<CAPTION>
REGENT ASSISTED LIVING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                          (Unaudited)

                                                                           Three Months Ended       Three Months Ended
                                                                               March 31, 1999           March 31, 1998
<S>                                                                             <C>                      <C>         
Cash flows from operating activities:
    Net loss                                                                    $  (2,000,995)           $  (2,395,575)
    Adjustments to reconcile net loss to net cash used
      in operating activities:
      Depreciation and amortization                                                   320,809                  114,083
      Amortization of deferred gains and development fees                            (117,524)                 (55,596)
      Equity interest in joint venture                                                 86,316                        -
      Changes in other assets and liabilities:
        Cash held in working capital escrow                                           284,220                  (32,777)
        Accounts receivable                                                           (62,762)                 (14,592)
        Prepaid expenses                                                           (1,305,601)                (137,579)
        Other assets                                                                 (144,409)                (135,253)
        Accounts payable and other accrued expenses                                 1,457,670                 (107,303)
        Other liabilities                                                             144,409                  138,839
                                                                                -------------            -------------

      Net cash used in operating activities                                        (1,337,867)              (2,625,753)
                                                                                -------------            -------------

Cash flows from investing activities:
    Purchases of property and equipment                                            (2,758,883)             (12,626,575)
    Decrease in construction accounts payable                                        (255,878)                 (93,890)
    Investment in and advances to joint venture                                       (36,000)                       -
    Deposits to replacement reserve account, net                                      (25,019)                 (16,567)
                                                                                -------------            -------------

      Net cash used in investing activities                                        (3,075,780)             (12,737,032)
                                                                                -------------            -------------

Cash flows from financing activities:
    Short-term borrowings                                                                   -               (4,500,000)
    Proceeds from issuance of long-term debt                                        1,775,412                8,836,356
    Payments on long-term debt                                                     (7,237,954)             (18,607,328)
    Construction (advances) payments                                                  258,236                 (170,933)
    Payments and deposits for lease financing arrangements, net                      (151,986)                (266,880)
    Restricted cash for lease financing arrangements, net                              22,918                   30,704
    Deferred development fees from lease financing arrangements                        (9,949)                 190,000
    Proceeds from lease financing arrangements                                      9,626,360               27,111,141
    Proceeds from issuance of convertible subordinated notes                                -                4,500,000
    Preferred stock dividends                                                        (150,000)                (150,000)
                                                                                -------------            -------------

      Net cash provided by financing activities                                     4,133,037               16,973,060
                                                                                -------------            -------------

      Net increase (decrease) in cash and cash equivalents                           (280,610)               1,610,275

Cash and cash equivalents, beginning of period                                      4,483,048                1,805,096
                                                                                -------------            -------------

Cash and cash equivalents, end of period                                        $   4,202,438            $   3,415,371
                                                                                =============            =============


The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>

Page 5
<PAGE>
                          REGENT ASSISTED LIVING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Operations and Summary of Significant Accounting Policies:

     The Company

     Regent Assisted Living, Inc. ("the Company") is an owner, operator, and
     developer of private-pay assisted living communities including stand-alone
     Alzheimer's communities. Assisted living is part of a spectrum of long-term
     care services that provide a combination of housing, personal services and
     health care designed to respond to elderly individuals who require
     assistance with activities of daily living in a manner that promotes
     maximum independence.

     As of March 31, 1999, the Company operated 26 assisted living communities
     in nine western states. Of the 26 communities, one is owned in a joint
     venture and accounted for under the equity method, and two are operated
     under management contracts. In addition, the Company had four communities
     under construction and seventeen under development. During the first
     quarter of 1999, the Company opened one new stand-alone Alzheimer's care
     community (Regent Court) in Modesto, California.

     As of March 31, 1998, the Company operated 14 assisted living communities
     in six states, including two under management contracts. During the first
     quarter of 1998, the Company opened four new internally developed
     communities, and completed the lease-acquistion of one community.

     As of May 12, 1999, the Company had also commenced operations at its new
     Regent Court community in Clackamas, Oregon and began construction on a new
     Regent Court community in Corvallis, Oregon.

     Basis of Presentation

     The condensed consolidated financial statements include the accounts of the
     Company and its majority owned subsidiary. All significant inter-company
     accounts and transactions have been eliminated in consolidation.

Page 6
<PAGE>

                          REGENT ASSISTED LIVING, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                         FINANCIAL STATEMENTS, Continued


1.   Operations and Summary of Significant Accounting Policies, Continued:

     The accompanying unaudited condensed consolidated financial statements as
     of March 31, 1999, and for the three month periods ended March 31, 1999 and
     1998, have been prepared in conformity with generally accepted accounting
     principles. The financial information as of December 31, 1998, is derived
     from the Company's Form 10-KSB for the year ended December 31, 1998.
     Certain information or footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to the rules and
     regulations of the Securities and Exchange Commission. In the opinion of
     management, the accompanying condensed consolidated financial statements
     include all adjustments necessary (which are of a normal and recurring
     nature) for the fair presentation of the results of the interim periods
     presented. The accompanying condensed consolidated financial statements
     should be read in conjunction with the Company's audited consolidated
     financial statements for the year ended December 31, 1998, included in the
     Company's Form 10-KSB for the year ended December 31, 1998.

     Operating results for the three months ended March 31, 1999, are not
     necessarily indicative of the results that may be expected for the
     remainder of the fiscal year ending December 31, 1999, or any portion
     thereof.

2.   Property and Equipment:

     Property and equipment are stated at cost and consist of the following:

<TABLE>
<CAPTION>
                                                     March 31,         December 31,
                                                         1999                 1998
     <S>                                         <C>                 <C>         
     Land                                        $  2,734,391        $  3,057,756
     Buildings and improvements                    24,554,209          29,747,219
     Furniture and equipment                        3,252,394           3,452,579
     Construction in progress                      18,578,536          19,375,174
                                                 ------------        ------------

                                                   49,119,530          55,632,728
     Less accumulated depreciation
       and amortization                             1,660,235           1,441,404
                                                 ------------        ------------

           Property and equipment, net           $ 47,459,295        $ 54,191,324
                                                 ============        ============
</TABLE>

     Land, buildings and certain furniture and equipment serve as collateral for
     long-term debt.

Page 7
<PAGE>
                          REGENT ASSISTED LIVING, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                         FINANCIAL STATEMENTS, Continued


3.   Administrative Services Agreement:

     Pursuant to the terms of an Administrative Services Agreement, the Company
     provides executive assistance, accounting and financial management
     services, legal and administrative assistance, insurance, management
     information services, and other management services as required by Bowen
     Property Management Co., Bowen Financial Services Corp., Bowen Development
     Company and Bowen Condominium Marketing, Inc., all of which are Oregon
     corporations that are wholly owned or controlled by Mr. Bowen, the
     Company's Chairman, President, and Chief Executive Officer. Under the terms
     of the agreement, the Company will be reimbursed at its cost on a monthly
     basis for all services provided.

4.   Earnings (Loss) Per Common Share:

     Basic earnings per share (EPS) and diluted EPS are computed using the
     methods prescribed by Statement of Financial Accounting Standards (SFAS)
     No. 128, Earnings Per Share. Basic EPS is calculated using income (loss)
     attributable to common shares (after deducting preferred dividends) divided
     by the weighted average number of common shares outstanding for the period.
     Diluted EPS is calculated using income (loss) attributable to common shares
     (after deducting preferred dividends and considering the effects of
     dilutive common equivalent shares) divided by the weighted average number
     of common shares and dilutive common shares outstanding for the period.
     Basic and diluted earnings (loss) per common share includes a deduction of
     preferred stock dividends declared, which totaled $150,000 for each three
     month period ended March 31, 1999 and 1998.

Page 8
<PAGE>
ITEM 2.  Management's Discussion and Analysis or Plan of Operation.


Overview

The Company

The Company reported revenue of $11.9 million and a net loss of $2.0 million for
the quarter ended March 31, 1999. After deducting preferred stock dividends, net
loss per share available to common shareholders on a diluted basis was $0.46.

     Current Communities. The table below sets forth certain information
regarding the Company's communities at March 31, 1999.

<TABLE>
<CAPTION>
                                              Regent
                                          Operations
Community                  Location        Commenced          Units(1)     Beds(2)      Interest
---------                  --------        ---------          --------     -------      --------
<S>                        <C>                  <C>               <C>         <C>       <C>
Oregon
   Park Place              Portland             1986              112         112       Lease (3)
   Regency Park            Portland             1987              122         142       Lease
   Sheldon Park            Eugene               1998              108         124       Lease

Washington
   Northshore House        Kenmore              1998               85          98       Manage (4)
   Sterling Park           Redmond              1990              162         192       Lease

California
   Laurel Springs          Bakersfield          1998              113         127       Own
   Orchard Park            Clovis               1998              112         128       Lease
   Regent Court            Modesto              1999               24          48       Own (5)
   Summerfield House       Vacaville            1998              109         126       Own
   Sun Oak                 Citrus Heights       1997               40          50       Manage
   Sunnyside Court         Fremont              1998               40          78       Lease
   Sunshine Villa          Santa Cruz           1990              106         126       Lease (6)
   The Palms               Roseville            1998               93         108       Lease
   Villa Serra             Salinas              1998              150         150       Manage
   Willow Creek            Folsom               1997              104         119       Lease

Idaho
   Willow Park             Boise                1997              117         130       Lease
   West Wind               Boise                1997               48          52       Lease

Nevada
   Mira Loma               Henderson            1998              115         133       Lease

New Mexico
   Sandia Springs          Rio Rancho           1998              109         126       Lease

Page 9
<PAGE>
                                              Regent
                                          Operations
Community                  Location        Commenced          Units(1)     Beds(2)      Interest
---------                  --------        ---------          --------     -------      --------
<S>                        <C>                  <C>               <C>         <C>       <C>
Texas
   Parmer Woods            Austin               1998              117         137       Lease (7)
   Hamilton House          San Antonio          1997              116         136       Lease

Arizona
   Canyon Crest            Tucson               1998              117         137       Lease
   Regent Court            Scottsdale           1998               24          48       Lease

Wyoming
   Aspen Wind              Cheyenne             1998               77          77       Lease
   Meadow Wind             Casper               1998               53          53       Lease
   Spring Wind             Laramie              1998               53          53       Lease
                                           ---------          -------     -------
   Totals                                                       2,426       2,810
                                                              =======     =======

(1)  A "unit" is a single- or double-occupancy studio, one or two bedroom
     apartment.

(2)  "Beds" reflects the actual number of beds used by the Company for census
     purposes, which in no event is a number greater than the maximum number of
     licensed beds permitted under the community's license.

(3)  The Company completed a lease-acquisition of Park Place during the second
     quarter of 1998. The Company had managed the community prior to this
     transaction.

(4)  The Company owns a 50 percent interest in a joint venture which owns this
     community.

(5)  In April 1999, the Company sold a 45% co-tenancy interest in this
     community.

(6)  This community was sold in a prior period pursuant to a sale-leaseback
     transaction and is accounted for as a capital lease.

(7)  The Company completed a sale/leaseback transaction of its Austin community
     in February 1999.
</TABLE>

During the second quarter of 1999, the Company commenced operations at its
48-bed Regent Court community in Clackamas, Oregon. As of May 12, 1999, the
Company has commenced construction on the following four new communities:

<TABLE>
<CAPTION>
                                                  Scheduled
Community                  Location                 Opening             Units        Beds      Interest
---------                  --------        ----------------          --------     -------      --------
<S>                        <C>             <C>                            <C>         <C>       <C>
Arizona
   Desert Flower           Scottsdale      2nd quarter 1999               102         115       Own

Washington
   Regent Court            Kent            2nd quarter 1999                24          48       Manage

Oregon
   Regent Court            Corvallis       1st quarter 2000                24          48       Own

California
   Villa de Palma          West Covina     2nd quarter 2000               130        142        Lease
                                                                     --------     ------

       Totals                                                             280        353
                                                                     ========     ======
</TABLE>

Page 10
<PAGE>
As of May 12, 1999, sixteen additional new communities were in varying stages of
development. If all sixteen communities are developed, total operations of the
Company will increase by approximately 1,500 beds to a total of approximately
4,700 beds. The Company continues to pursue its primary strategy of developing
new communities and is therefore engaged in negotiations to acquire several
additional sites and is pursuing joint venture opportunities with parties who
control parcels of land in strategic markets. All costs associated with the
development of these communities have been capitalized as "Construction in
Progress" as disclosed in Note 2 to the condensed consolidated financial
statements.

Operating results for the three month period ended March 31, 1999, are not
necessarily indicative of future financial performance as the Company intends to
continue expanding its operating base of communities.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

Revenues. For the three month period ended March 31, 1999, revenues totaled
$11.9 million compared to $4.3 million in the three month period ended March 31,
1998, an increase of $7.6 million or 178.1 percent. During the first quarter of
1999, the Company operated 26 communities comprised of five stabilized
communities including one acquired in May 1998, 18 newly developed communities,
and three communities operated pursuant to management contracts, of which one is
owned in a joint venture and accounted for under the equity method. The Company
operated 14 communities during the first quarter of 1998, comprised of four
stabilized communities, eight newly developed communities, and two operated
pursuant to management contracts. A community is considered "stabilized" for
reporting purposes after it first attains occupancy of 95.0 percent and prior to
that time is considered "newly developed."

Revenues from "Same Residences", the six communities that the Company operated
at the beginning of both periods, comprised of four stabilizied and two newly
developed communities, increased by $1.0 million. Of this increase, $0.2 million
was from the four stabilized communities and $0.8 million was from the two newly
developed communities. Revenues from the remaining 16 newly developed
communities in operation during the first quarter of 1999, compared to revenues
from the remaining six newly developed communities in operation during the first
quarter of 1998, increased by $5.8 million. In addition, revenues for the
comparable periods increased $0.8 million from the one stabilized community the
Company acquired in May 1998. Overall average occupancy at the Company's five
stabilized communities was 95.2 percent for the three month period ended March
31, 1999, whereas occupancy was 90.0 percent at the Company's four stabilized
communities for the same period in 1998.

Residence Operating Expenses. Residence operating expenses were $8.6 million for
the three month period ended March 31, 1999, and $4.2 million for the same
period in 1998, an increase of $4.4 million or 104.9 percent. Residence
operating expenses from "Same Residences" during the first quarter of 1999
increased by $0.4 million over the first quarter of 1998. This increase was
primarily attributable to the increased level of operations at the two newly
developed communities operated at the beginning of both periods. In addition,
residence operating expenses for the current period include $5.0 million of
start-up operating expenses and pre-opening costs related to 18 newly developed
communities, whereas, the prior period included $1.5 million of start-up
operating expenses and pre-opening costs related to 11 communities. Also,
operating expenses increased $0.5 million from the stabilized community acquired
in the second quarter of 1998. Residence operating expenses, excluding the
effect of the newly developed communities, totaled 62.5 percent and 64.9 percent
of rental and service revenues for the three month periods ended March 31, 1999
and 1998, respectively.

Page 11
<PAGE>
General and Administrative Expenses. General and administrative expenses were
$1.3 million for the three month period ended March 31, 1999, compared to $1.0
million for the three month period ended March 31, 1998. The increase of $0.3
million is due primarily to the increase in operations related to the
implementation of the Company's plan for growth.

Lease Expense. Lease expense for the Company's leased communities was $3.2
million for the three month period ended March 31, 1999, compared to $1.4
million for the same period in 1998. The increase of $1.8 million relates
primarily to the opening and sale-leaseback of newly developed communities and
the lease-acquisition of several additional communities.

Depreciation and Amortization. Depreciation and amortization expense was $0.3
million for the three month period ended March 31, 1999, compared to $0.1
million for the three month period ended March 31, 1998. The increase of $0.2
million relates primarily to the opening of newly developed communities.

Interest Income. Interest income is earned from the Company's investment of cash
and cash equivalents in high quality, short term securities placed with
institutions with high credit ratings.

Interest Expense. Interest expense increased for the three month period ended
March 31, 1999, to $0.5 million from $0.1 million for the three month period
ended March 31, 1998. Interest expense related to the operation of newly opened
communities increased $0.2 million in the current period as compared to the same
period in the prior year. In addition, the Company incurred $0.2 million of
interest in the three month period ended March 31, 1999 related to convertible
subordinated notes that were issued after the first quarter of 1998. The Company
capitalized $0.4 million and $1.1 million of interest charges incurred during
the three months ended March 31, 1999 and 1998, respectively. Capitalized
interest decreased due to decreased borrowing for construction purposes.

Equity Interest in Joint Venture. Equity in losses of joint venture resulted
from the operations of the Company's 50 percent owned Kenmore, Washington
community which opened in the third quarter of 1998.

Net Income (loss). Net operating results increased by $0.4 million during the
three month period ended March 31, 1999 compared to the same period in 1998. The
Company reported a loss of $2.0 million for the first quarter of 1999, whereas
the Company reported a loss of $2.4 million for the first quarter of 1998. The
increase in net results is primarily due to an increase in residence operating
profits (rental and service revenue less residence operating expenses) of $3.2
million, offset by increases in general and administrative expenses, lease
expense, depreciation, interest expense and equity in losses of joint venture,
all as discussed above.

Liquidity and Capital Resources

At March 31, 1999, the Company had $1.4 million of working capital, compared to
working capital of $1.6 million at December 31, 1998, a decrease of $0.2
million. The Company's growth in operating capacity resulted in an increase in
net current liabilities which reduced working capital. Cash and cash equivalents
decreased by $0.3 million (as described below), however, cash held in working
capital escrow increased by a like amount.

Page 12
<PAGE>
Net cash used in operating activities totaled $1.3 million for the three month
period ended March 31, 1999, which resulted primarily from a net loss of $2.0
million, adjusted for depreciation and amortization of $0.2 million, offset by
an increase in cash held in working capital escrow of $0.3 million and an
increase in net current liabilities of $0.2 million.

Net cash used in investing activities totaled $3.1 million for the three month
period ended March 31, 1999, consisting primarily of land acquisition,
development, and construction costs. At March 31, 1999, the aggregate purchase
price for seven parcels of land for which the Company had purchase options was
approximately $5.8 million. The Company has paid initial deposits relating to
these sites and is in the process of completing the demographic analysis and
other preliminary due diligence for purposes of developing assisted living
communities at these sites.

Net cash provided by financing activities totaled $4.1 million during the three
month period ended March 31, 1999, consisting of property and equipment
financing proceeds totaling $1.8 million, net proceeds from lease-financing
arrangements totaling $9.7 million, offset by repayment of long-term debt of
$7.2 million, and payment of preferred stock dividends of $0.2 million.

During February 1999, the Company completed a $10.4 million sale/leaseback
transaction involving its Austin community. As a result, the Company generated
approximately $3.0 million in net proceeds, repaid approximately $7.2 million of
its mortgage indebtedness and recorded deferred gain of approximately $1.0
million.

The Company has an aggregate of $11.6 million in loans from which to complete
construction of the Scottsdale and the Kent communities. As of March 31, 1999,
approximately $3.5 million remained to be drawn on these loans to fund
construction activities and debt service reserves. The Company has sufficient
financing to complete these communities and to fund their anticipated initial
operating deficits during 1999.

During the remainder of 1999, the Company intends to utilize current working
capital resources primarily for operating requirements. At March 31, 1999, the
Company has capitalized costs totaling approximately $18.6 million related to
communities under construction or development, encumbered by $8.0 million in
outstanding debt. The Company intends to finance substantially all of the
remaining cost of developing each new community through additional
sale-leaseback transactions with real estate investment trusts ("REIT"), joint
venture arrangements, as well as conventional financing with commercial banks
and other financial institutions.

The Company anticipates capital expenditures for 1999 may include certain
additional land acquisition costs, architectural fees, and other development
costs related to at least 16 assisted living communities and construction costs
related to at least two additional assisted living communities. The Company has
obtained commitments to provide up to $13.5 million in financing for the
construction of the two communities. The Company anticipates commencing
construction on as many as ten communities during 1999. The total cost to
develop and construct the ten communities, including the estimated initial
operating deficits, will likely be between $85 million to $95 million. A
substantial portion of these costs may be incurred during 1999.

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The Company is currently discussing with commercial banks and REITs the terms of
potential financing with which the Company will construct new communities
currently under development. Each of the pending financing transactions is
subject to a number of conditions, including the negotiation and execution of
definitive documents and the satisfactory completion of due diligence on the
related properties, and there is no assurance that any of these financing
transactions will be completed on the terms proposed, or at all. Provided that
the Company can obtain financing upon acceptable terms, the Company estimates
that it has the necessary equity capital invested in seven of these ten
communities in order to complete construction and to fund the initial operating
deficits. The Company may require additional equity capital to complete the
final three communities.

The Company may enter into additional arrangements with one or more unrelated
parties regarding the joint development and ownership of one or more of the
Company's communities currently under construction or development in order to
further leverage the Company's growth. Furthermore, the Company may utilize
various forms of financing that would permit a community to be sold to or
initially developed by a third party who would incur the initial operating
deficits and permit the Company to manage the community for a customary fee. The
Company, under such financing methods, would likely have the option to either
purchase the community or enter into a long-term lease at such time as the
Company deems appropriate. The Company has not obtained any commitments for this
form of financing.

If the Company was unable to obtain additional required financing, or if such
financing is not available on acceptable terms, the Company expects that its
plan to commence construction of up to ten additional communities by the end of
1999 would likely be delayed or curtailed. Furthermore, if the Company expands
its growth plan, development activities do not result in the construction of a
community on a site, the Company experiences a decline in the operations of its
current communities or the Company does not achieve and sustain anticipated
occupancy levels at its new communities, then the Company may require additional
financing to complete its growth plan.

Certain of the Company's operating lease agreements contain restrictive
covenants. As of March 31, 1999, the Company was in compliance with the
covenants for all lease agreements, except for a financial covenant related to
two lease agreements. To date, the lessor has not asserted its rights under the
two agreements. The Company expects to satisfy the covenant prior to any claim
being asserted.

The Company does not presently intend to pay dividends to holders of its Common
Stock and intends to retain future earnings to finance the development of
assisted living communities and expand its business.

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Year 2000 Disclosure
--------------------

"Year 2000 issues" relate to the result of computer programs having been written
using two digits rather than four to define the applicable year. Computer
programs and electronic devices that utilize date sensitive software or
information may recognize a date using the "00" as the year 1900 rather than the
year 2000. This recognition could result in a system failure or miscalculations
causing disruptions of operations or the inability of suppliers of material
services and products to continue supporting the Company's operations.

The Company has assessed its readiness in regard to Year 2000 issues. The
Company believes that all material hardware and software utilized in its
operations and, specifically, in its accounting systems, is Year 2000 compliant
or that Year 2000 compliant versions are available to the Company for
installation during the normal course of replacing or updating such systems
prior to November 30, 1999. The financial impact of any change is not
anticipated to be material to the financial position or results of the Company's
operations.

The Company believes it has adequate alternatives to counteract potential Year
2000 issues that may arise with its internally utilized software and hardware if
the assurances of relevant vendors are incorrect. The Company believes the
primary risks from Year 2000 issues to its operations and prospects are the
potential inability of the Company's commercial banks to permit access to the
Company's accounts and of utility companies to continue supplying utilities to
the Company's communities. The Company does not have a contingency plan in
effect at this time to guard against such events.

The Company is in the process of obtaining Year 2000 compliance letters and
reports from suppliers of material services and products. To date, no such
supplier has indicated an inability to continue supplying material products and
services to the Company after January 1, 2000, although most are in the process
of evaluating and updating their internal systems and cannot yet assure the
Company that their systems are Year 2000 compliant. Nonetheless, the Company
does not expect that Year 2000 issues will have a material adverse effect upon
the Company's operations or prospects. However, there can be no assurances that
the systems of other companies on which the Company's operations or systems rely
will be timely remediated or that a failure by another company to remediate its
systems in a timely manner would not have a material adverse effect on the
Company.

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Forward-Looking Statements

The information set forth in this report in the sections entitled "Overview" and
"Liquidity and Capital Resources" regarding the Company's acquisition of sites
for development, the Company's development, construction, financing and opening
of new assisted living communities, and the Company's plans to develop,
construct and operate new Regent Court communities constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
is subject to the safe harbor created by that section. The development of
additional assisted living communities will involve a number of risks including,
without limitation, the risk that the Company will be unable to locate suitable
sites, risks relating to the inability to obtain, or delays in obtaining,
necessary zoning, land use, building, occupancy and other required governmental
permits and authorizations, risks that financing may not be available on
satisfactory terms, environmental risks, risks that construction costs may
exceed original estimates, risks that construction and lease-up may not be
completed on schedule, and risks relating to the competitive environment for
development. The foregoing risks could cause the Company to significantly delay
or curtail its planned growth and could cause one or more of the Company's new
communities to not be profitable. Additional factors that could cause results to
differ materially from those projected in the forward-looking statements
include, without limitation, the ability of the Company to raise additional
financing upon terms acceptable to the Company, increases in the costs
associated with new construction, competition, and acceptance of the Company's
prototype community in new geographic markets. The Company's growth strategy is
subject to the risk that occupancy rates at newly-developed communities may not
be achieved or sustained at expected levels, in which case, the Company will
experience greater than anticipated operating losses in connection with the
opening of new communities and the Company's need for additional financing to
meet its growth plans will likely increase. Furthermore, the Company's growth
will place increasing pressure on the Company's management controls and require
the Company to locate, train, assimilate, and retain additional community
managers and support staff. There is no assurance that the Company will be able
to manage this growth successfully.

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PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

          Exhibits:

          10.30   Employment Agreement, effective as of March 16, 1999, between
                  Eric W. Jacobsen and the Company.

          10.31   Restrictive Covenant Agreement, effective March 16, 1999
                  between Eric W. Jacobsen and the Company.

          10.32   Employment Agreement, effective as of April 12, 1999, between
                  Louis Swart and the Company.

          10.33   Restrictive Covenant Agreement, effective as of April 12,
                  1999, between Louis Swart and the Company.

          27      Financial Data Schedule.

          Reports on Form 8-K

          None    


                                    SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

REGENT ASSISTED LIVING, INC.



By:  STEVEN L. GISH                    Date:  May 12, 1999
     -----------------------------
     Steven L. Gish
     Chief Financial Officer

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                                 EXHIBIT INDEX

Exhibits
No.       Description                                                    Page
--------  -----------                                                    ----

  10.30   Employment Agreement, effective as of March 16, 1999, between
          Eric W. Jacobsen and the Company.

  10.31   Restrictive Covenant Agreement, effective March 16, 1999
          between Eric W. Jacobsen and the Company.

  10.32   Employment Agreement, effective as of April 12, 1999, between
          Louis Swart and the Company.

  10.33   Restrictive Covenant Agreement, effective as of April 12,
          1999, between Louis Swart and the Company.

  27      Financial Data Schedule.