----------------------------------------------------
                                  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 ending September 30, 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 November 12, 1999 - 4,507,600

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

<PAGE>

                          REGENT ASSISTED LIVING, INC.

                                   FORM 10-QSB

                               September 30, 1999


                                      INDEX



                                                                            Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 1999
and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . .    3

Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 1999 and 1998 . . . . . . . . . . . . .    4

Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 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 . . . . . . . . . . . . . . . . .   19

Page 2

<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                          REGENT ASSISTED LIVING, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                     September 30,           December 31,
                                                                                         1999                    1998
                                                                                     (Unaudited)
                                                                                     --------------          ---------------
<S>                                                                                  <C>                     <C>
                                     ASSETS
Current assets:

    Cash and cash equivalents                                                        $    5,383,829          $     4,483,048
    Cash held in working capital escrow                                                     803,805                  734,408
    Accounts receivable, net                                                                350,535                  287,483
    Prepaid expenses                                                                      1,428,147                  280,324
    Construction advances receivable                                                        230,118                  481,819
                                                                                     --------------          ---------------

      Total current assets                                                                8,196,434                6,267,082

Restricted cash                                                                           3,107,549                2,757,981
Property and equipment, net                                                              52,794,765               54,191,324
Investment in and advances to joint venture                                                 135,097                  261,995
Other assets                                                                              2,858,158                2,795,374
                                                                                     --------------          ---------------
      Total assets                                                                   $   67,092,003          $    66,273,756
                                                                                     ==============          ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                                $      463,342          $       284,481
    Construction accounts payable                                                           538,611                  608,585
    Accounts payable and other accrued expenses                                           5,445,483                3,812,061
                                                                                     --------------          ---------------
      Total current liabilities                                                           6,447,436                4,705,127

Long-term debt                                                                           35,273,125               40,704,567
Convertible subordinated notes                                                            9,000,000                9,000,000
Deposits under sales contract                                                             9,989,325                        -
Deferred gains and development fees, net                                                  6,845,772                6,022,773
Other liabilities                                                                         1,325,522                1,586,164
                                                                                     --------------          ---------------
      Total liabilities                                                                  68,881,180               62,018,631
                                                                                     --------------          ---------------
Minority interest in consolidated subsidiary                                                 95,798                        -
                                                                                     --------------          ---------------

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                                                                 (22,043,519)             (15,903,419)
                                                                                     --------------          ---------------
      Total shareholders' equity                                                         (1,884,975)               4,255,125
                                                                                     --------------          ---------------
      Total liabilities and shareholders' equity                                     $   67,092,003          $    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)                                     (Unaudited)

                                           Three Months Ended     Three Months Ended      Nine Months Ended        Nine Months Ended
                                           September 30, 1999     September 30, 1998      September 30, 1999      September 30, 1998
                                           ------------------     ------------------       ----------------      -------------------
<S>                                        <C>                     <C>                     <C>                   <C>
Revenues:
    Rental and service                     $      14,095,095       $      8,864,178        $    38,885,648       $      19,722,689
    Management fees                                  113,684                 42,867                283,290                 145,116
                                           ------------------      -----------------       ----------------      ------------------

      Total revenues                              14,208,779              8,907,045             39,168,938              19,867,805
                                           ------------------      -----------------       ----------------      ------------------

Operating expenses:
    Residence operating expenses                  10,249,489              7,692,640             28,301,751              17,459,256
    General and administrative                     1,358,490              1,258,457              4,098,882               3,213,189
    Lease expense                                  3,403,353              2,687,297              9,994,251               6,122,196
    Depreciation and amortization                    394,085                409,167              1,116,255                 764,719
                                           ------------------      -----------------      -----------------       ------------------

      Total operating expenses                    15,405,417             12,047,561             43,511,139              27,559,360
                                           ------------------      -----------------      -----------------       ------------------

      Operating loss                              (1,196,638)            (3,140,516)            (4,342,201)             (7,691,555)

Interest income                                       58,289                 76,634                213,585                 232,556
Interest expense                                    (771,866)              (444,328)            (1,855,194)               (939,340)
Equity in losses of joint ventures                   (80,555)              (170,503)              (193,898)               (203,560)
Other income (loss), net                              (6,140)                (7,044)               445,129                 (14,743)
                                           ------------------      -----------------       ----------------       ------------------

      Loss before minority interest               (1,996,910)            (3,685,757)            (5,732,579)             (8,616,642)

Minority interest                                     12,497                      -                 42,479                        -
                                           ------------------      -----------------       ----------------       ------------------

      Loss before income taxes                    (1,984,413)            (3,685,757)            (5,690,100)             (8,616,642)

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

      Net loss                                    (1,984,413)            (3,685,757)            (5,690,100)             (8,616,642)

Preferred stock dividends                           (150,000)              (150,000)              (450,000)               (450,000)
                                           ------------------      -----------------       ----------------       ------------------

  Net loss available to common
    shareholders                           $      (2,134,413)      $     (3,835,757)       $    (6,140,100)       $      (9,066,642)
                                           ==================      =================       ================       ==================

Basic loss per common share                $            (.46)      $           (.83)       $         (1.33)       $           (1.96)
                                           ==================      =================       ================       ==================

Diluted loss per common share              $            (.46)      $           (.83)       $         (1.33)       $           (1.96)
                                           ==================      =================       ================       ==================

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

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

                                                                                    Nine Months Ended     Nine Months Ended
                                                                                   September 30, 1999    September 30, 1998
                                                                                   ------------------    ------------------
<S>                                                                                <C>                   <C>
Cash flows from operating activities:
    Net loss                                                                       $      (5,690,100)    $      (8,616,642)
    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                        1,116,255               764,719
      Gain on sale of assets                                                                (462,112)                    -
      Amortization of deferred gains and development fees                                   (378,122)             (229,866)
      Equity interest in joint venture                                                       193,898               203,560
      Non-cash operating expense                                                                   -                70,506
      Minority interest                                                                      (42,479)                    -
      Changes in other assets and liabilities:
        Cash held in working capital escrow                                                  781,820               (96,522)
        Accounts receivable                                                                  (63,052)             (170,616)
        Prepaid expenses                                                                  (1,182,823)              (48,108)
        Other assets                                                                         260,642              (699,007)
        Accounts payable and other accrued expenses                                        1,633,422             1,685,431
        Other liabilities                                                                   (260,642)              777,507
                                                                                   ------------------    ------------------

      Net cash used in operating activities                                               (4,093,293)           (6,359,038)
                                                                                   ------------------    ------------------

Cash flows from investing activities:
    Purchases of property and equipment                                                  (11,902,040)          (30,419,542)
    Increase (decrease) in construction accounts payable                                     (69,974)              389,337
    Investment in and advances to joint venture                                              (67,000)             (118,563)
    Proceeds from the sale of property and equipment                                         740,309                     -
    Deposits to replacement reserve account, net                                              34,244               (38,814)
                                                                                   ------------------    ------------------

      Net cash used in investing activities                                              (11,264,461)          (30,187,582)
                                                                                   ------------------    ------------------

Cash flows from financing activities:
    Short-term borrowings                                                                          -            (4,500,000)
    Proceeds from issuance of long-term debt                                               19,401,685           23,590,924
    Payments on long-term debt                                                           (14,587,818)          (31,488,217)
    Construction (advances) payments                                                         373,788                87,124
    Payments and deposits for lease financing arrangements, net                             (458,143)             (762,524)
    Restricted cash for lease financing arrangements, net                                   (383,812)             (198,024)
    Deferred development fees from lease financing arrangements                              243,419               180,219
    Proceeds from lease financing arrangements                                            10,766,814            43,021,272
    Proceeds from issuance of convertible subordinated notes                                       -             9,000,000
    Proceeds from sales contract                                                           1,214,325                     -
    Contributions by minority interest                                                       138,277                     -
    Preferred stock dividends                                                               (450,000)             (450,000)
                                                                                   ------------------    ------------------

      Net cash provided by financing activities                                           16,258,535             38,480,774
                                                                                   ------------------    ------------------

      Net increase in cash and cash equivalents                                              900,781             1,934,154

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

Cash and cash equivalents, end of period                                           $       5,383,829     $       3,739,250
                                                                                   ==================    ==================


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 September 30, 1999, the Company operated 29 assisted living
    communities in nine western states. Of the 29 communities, two are owned in
    joint ventures and accounted for under the equity method, and three are
    operated under management contracts. In addition, the Company had three
    communities under construction and eight under development. During the nine
    months ended September 30, 1999, the Company commenced operations at three
    new stand-alone Alzheimer's care communities (Regent Court), one in each
    calendar quarter, and also opened a 108-bed assisted living community in the
    third quarter.

    As of September 30, 1998, the Company operated 23 assisted living
    communities in nine states, including one owned in a joint venture and
    accounted for under the equity method and two operated under management
    contracts. During the nine month period ended September 30, 1998, the
    Company commenced operations at nine new internally developed communities
    and completed the lease-acquisition of five communities, two of which were
    managed prior to conversion to a lease.

    Basis of Presentation

    The condensed consolidated financial statements include the accounts of the
    Company and its majority owned subsidiaries. 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
    September 30, 1999, and for the three month and nine month periods ended
    September 30, 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 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 month and nine month periods ended September
    30, 1999, are not necessarily indicative of the results that may be expected
    for the remainder of the fiscal year ending December 31, 1999.


2.  Property and Equipment:

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

<TABLE>
<CAPTION>
                                        September 30,         December 31,
                                           1999                   1998
                                       ----------------     ---------------
<S>                                    <C>                  <C>
    Land                               $     5,364,716      $    3,057,756
    Buildings and improvements              32,847,591          29,747,219
    Furniture and equipment                  4,096,259           3,452,579
    Construction in progress                12,775,613          19,375,174
                                       ---------------      --------------
                                            55,084,179          55,632,728

    Less accumulated depreciation
      and amortization                       2,289,414           1,441,404
                                       ---------------      --------------

    Total property and equipment, net  $    52,794,765      $   54,191,324
                                       ===============      ==============

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

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 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 Standard (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 and $450,000 for the three
    month and nine month periods ended September 30, 1999 and 1998,
    respectively.

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

Overview

The Company

The Company reported revenue of $14.2 million and a net loss of $2.0 million for
the three month period ended September 30, 1999. For the nine month period ended
September 30, 1999, the Company reported revenue of $39.2 million and a net loss
of $5.7 million. After deducting preferred stock dividends, net loss per share
available to common shareholders on a diluted basis was $.46 and $1.33 for the
three month and nine month periods, respectively.

    Current Communities. The table below sets forth certain information
regarding the Company's communities at September 30, 1999.

<TABLE>
<CAPTION>
                                               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          134          Lease
     Regent Court            Clackamas         1999                24           48          Lease
     Sheldon Park            Eugene            1998               105          117          Lease

Washington
     Northshore House        Kenmore           1998                85           92          Manage(4)
     Regent Court            Kent              1999                24           48          Manage(5)
     Sterling Park           Redmond           1990               157          178          Lease

California
     Laurel Springs          Bakersfield       1998               110          123          Own
     Orchard Park            Clovis            1998               112          124          Lease
     Regent Court            Modesto           1999                24           48          Own(6)
     Summerfield House       Vacaville         1998               109          122          Own
     Sun Oak                 Citrus Heights    1997                40           50          Manage
     Sunnyside Court         Fremont           1998                39           45          Lease
     Sunshine Villa          Santa Cruz        1990               106          124          Lease(7)
     The Palms               Roseville         1998                93          104          Lease
     Villa Serra             Salinas           1998               150          150          Manage
     Willow Creek            Folsom            1997                98          113          Lease

Idaho
     West Wind               Boise             1997                48           51          Own(8)
     Willow Park             Boise             1997               106          120          Lease

Nevada
     Mira Loma               Henderson         1998               113          126          Lease

New Mexico
     Sandia Springs          Rio Rancho        1998               109          122          Lease

Page 9
<PAGE>
<S>                          <C>               <C>                <C>          <C>          <C>
Texas
     Hamilton House          San Antonio       1997               111          123          Lease
     Parmer Woods            Austin            1998               114          130          Lease(9)

Arizona
     Canyon Crest            Tucson            1998               117          133          Lease
     Desert Flower           Scottsdale        1999               102          108          Manage(10)
     Regent Court            Scottsdale        1998                24           44          lease

Wyoming
     Aspen Wind              Cheyenne          1998                77           77          Lease
     Meadow Wind             Casper            1998                51           51          Lease
     Spring Wind             Laramie           1998                53           53          Lease

     Totals                                                     2,535        2,870
                                                                =====        =====


(1) A "unit" is a single- or double-occupancy studio, a one bedroom, or a
    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 previously managed this community.

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

(5) The Company owns a 10 percent interest in a joint venture, which owns
    the Kent community.

(6) In April 1999, the Company sold a 45 percent co-tenancy interest in the
    Modesto community.

(7) The Company sold the Santa Cruz community in a prior period pursuant to
    a sale-leaseback transaction and is accounted for as a capital lease.

(8) The Company purchased West Wind in June 1999. Previously, this community
    was operated pursuant to a lease arrangement.

(9) The Company completed a sale-leaseback transaction of its Austin
    community in February 1999.

(10)This community was sold to the Company's Chairman and Chief Executive
    Officer in September 1999 pursuant to a sale-manageback transaction and is
    accounted for under the deposit method.
</TABLE>

Page 10
<PAGE>
As of November 12, 1999, the Company had commenced construction on the
following three new communities:

<TABLE>
<CAPTION>
                                            Scheduled
Community                  Location          Opening                  Units         Beds        Interest
--------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                       <C>           <C>         <C>
Oregon
     Regent Court          Corvallis        1st quarter 2000           24            48         Own

California
     Villa de Palma        West Covina      3rd quarter 2000          130           142         Lease

Arizona
     Citrus Park           Mesa             3rd quarter 2000          112           132         Lease
                                                                      ---           ---
     Totals                                                           266           322
                                                                      ===           ===
</TABLE>

As of November 12, 1999, eight additional new communities were under varying
stages of development. If all eight communities are developed, total operations
of the Company will increase by approximately 790 beds to a total of
approximately 3,980 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 and nine month periods ended September 30,
1999, are not necessarily indicative of future financial performance as the
Company intends to continue expanding its operating base of communities.

Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998

Revenues. For the three month period ended September 30, 1999, revenues totaled
$14.2 million compared to $8.9 million in the three month period ended September
30, 1998, an increase of $5.3 million or 59.5 percent. During the third quarter
of 1999, the Company operated 29 communities comprised of six stabilized
communities, 19 newly developed or acquired communities including one sold
during the quarter pursuant to a sale-manageback arrangement, and four
communities operated pursuant to management contracts, of which two are owned in
joint ventures and accounted for under the equity method. The Company operated
23 communities during the third quarter of 1998, comprised of five stabilized
communities, including one acquired in May 1998 which was managed prior to
conversion to a lease, 15 newly developed or acquired communities, and three
operated pursuant to management contracts, one of which is owned in a joint
venture and accounted for under the equity method. 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."

During the third quarter of 1999, rental and service revenues from "Same
Residences," the 18 communities that the Company operated at the beginning of
both periods, comprised of six stabilized and 12 newly developed or acquired
communities, increased by $3.5 million over the third quarter of 1998. Revenues
from the remaining seven newly developed or acquired

Page 11
<PAGE>
communities in operation during the third quarter of 1999, compared to revenues
from the remaining two newly developed or acquired communities in operation
during the third quarter of 1998, increased by $1.7 million. Occupancy at the 18
Same Residences was 82.8 percent for the three month period ended September 30,
1999, compared to 60.1 percent for the same period in 1998. Occupancy at the
Company's six stabilized communities was 95.6 percent for the three month period
ended September 30, 1999.

Residence Operating Expenses. Residence operating expenses were $10.2 million
for the three month period ended September 30, 1999, and $7.7 million for the
same period in 1998, an increase of $2.5 million or 33.2 percent. Residence
operating expenses from Same Residences during the third quarter of 1999
increased by $1.2 million over the third quarter of 1998. This increase was
primarily attributable to the increased level of operations at one community
that achieved stabilized status in the current quarter and at the 12 newly
developed or acquired communities operated at the beginning of both periods. In
addition, residence operating expenses for the current period include $1.9
million of start-up operating expenses and pre-opening costs related to seven
newly developed or acquired communities, whereas, the prior period included $0.6
million of start-up operating expenses and pre-opening costs related to four
communities. Residence operating expenses from Same Residences totaled 68.2
percent and 81.1 percent of rental and service revenues for the three month
periods ended September 30, 1999 and 1998, respectively. Residence operating
expenses for all stabilized communities totaled 64.6 percent and 63.6 percent of
rental and service revenues for the three month periods ended September 30, 1999
and 1998, respectively.

General and Administrative Expenses. General and administrative expenses were
$1.4 million for the three month period ended September 30, 1999, compared to
$1.3 million for the three month period ended September 30, 1998. The increase
of $0.1 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 $3.4
million for the three month period ended September 30, 1999, compared to $2.7
million for the same period in 1998. The increase of $0.7 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 $0.4
million for the three month period ended September 30, 1999, compared to $0.4
million for the three month period ended September 30, 1998.

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
September 30, 1999, to $0.8 million from $0.4 million for the three month period
ended September 30, 1998. The Company capitalized $0.3 million and $0.5 million
of interest charges incurred during the three months ended September 30, 1999,
and 1998, respectively. Capitalized interest decreased due to a reduction in
development and construction activity during the current quarter as compared to
the same period a year ago.

Equity in Losses of Joint Ventures. Equity in losses of joint ventures decreased
in the three month period ended September 30, 1999, as compared to the same
period a year ago as a result of improved operating results related to increased
occupancy at the Company's 50 percent owned Kenmore, Washington community and
the Company's 10 percent owned Kent, Washington community (which opened in July
1999).

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Net Income (Loss). Net operating results increased by $1.7 million during the
three month period ended September 30, 1999, compared to the same period in
1998. The Company reported a loss of $2.0 million for the third quarter of 1999,
whereas the Company reported a loss of $3.7 million for the third 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 $2.7 million offset by increases in general and administrative expenses,
lease expense, and interest expense as discussed above.

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

Revenues. For the nine month period ended September 30, 1999, revenues totaled
$39.2 million compared to $19.9 million in the nine month period ended September
30, 1998, an increase of $19.3 million or 97.1 percent. During the first nine
months of 1999, the Company operated 29 communities comprised of five stabilized
communities, 20 newly developed or acquired communities including one sold
during the quarter pursuant to a sale-manageback arrangement, and four
communities operated pursuant to management contracts, of which two are owned in
joint ventures and accounted for under the equity method. The Company operated
23 communities during the first nine months of 1998, comprised of five
stabilized communities, including one acquired in May 1998 which was managed
prior to conversion to a lease, 15 newly developed or acquired communities, and
three operated pursuant to management contracts.

During the first nine months of 1999, rental and service revenues from "Same
Residences" (for purposes of the nine month comparison, the six communities the
Company operated at the beginning of both periods - comprised of four stabilized
and two newly developed communities), increased by $2.2 million over the same
period in 1998. Of this increase, $2.0 million was from the two newly developed
communities. Revenues from the remaining 18 newly developed or acquired
communities in operation during the first nine months of 1999, compared to
revenues from the remaining 13 newly developed communities in operation during
the first nine months of 1998, increased by $15.8 million. In addition, revenues
for the comparable periods increased $1.1 million from the one stabilized
community the Company acquired in May 1998, and $0.2 million from the four
communities operating under management agreements. Occupancy at the six Same
Residences was 88.6 percent for the nine month period ended September 30, 1999,
compared to 75.7 percent for the same period in 1998. Occupancy at the Company's
five stabilized communities was 95.1 percent for the nine month period ended
September 30, 1999.

Residence Operating Expenses. Residence operating expenses were $28.3 million
for the nine month period ended September 30, 1999, and $17.5 million for the
same period in 1998, an increase of $10.8 million or 62.1 percent. Residence
operating expenses from Same Residences during the first nine months of 1999
increased by $0.9 million over the first nine months 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 $17.1 million of
start-up operating expenses and pre-opening costs related to 18 newly developed
or acquired communities, whereas, the prior period included $7.9 million of
start-up operating expenses and pre-opening costs related to 15 communities.
Also, operating expenses increased $0.7 million from the stabilized community
acquired in May of 1998. Residence operating expenses from Same Residences
totaled 64.8 percent and 69.0 percent of rental and service revenues for the
nine month periods ended September 30, 1999 and 1998, respectively. Residence
operating expenses for all stabilized communities totaled 63.7 percent and 64.1
percent of rental and service revenues for the nine month periods ended
September 30, 1999, and 1998, respectively.

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General and Administrative Expenses. General and administrative expenses were
$4.1 million for the nine month period ended September 30, 1999, compared to
$3.2 million for the nine month period ended September 30, 1998. The increase of
$0.9 million is due primarily to the increase in operations related to the
implementation of the Company's strategy for growth.

Lease Expense. Lease expense for the Company's leased communities was $10.0
million for the nine month period ended September 30, 1999, compared to $6.1
million for the same period in 1998. The increase of $3.9 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 $1.1
million for the nine month period ended September 30, 1999, compared to $0.8
million for the nine month period ended September 30, 1998. The increase of $0.3
million relates primarily to the opening of newly developed communities.

Interest Expense. Interest expense increased for the nine month period ended
September 30, 1999, to $1.9 million from $0.9 million for the nine month period
ended September 30, 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 an
additional $0.2 million of interest in the nine month period ended September 30,
1999, as compared to the same period in 1998 related to convertible subordinated
notes that were issued after the first quarter of 1998. The Company capitalized
$1.2 million and $2.2 million of interest charges incurred during the nine
months ended September 30, 1999, and 1998, respectively. Capitalized interest
decreased due to a reduction in development and construction activity during the
current nine month period as compared to the same period a year ago.

Other Income (Loss), Net. In the second quarter of 1999, the Company sold a 45
percent co-tenancy interest in its Modesto community. The company recognized a
$0.5 million gain as a result of the sale.

Net Income (Loss). Net operating results increased by $2.9 million during the
nine month period ended September 30, 1999, compared to the same period in 1998.
The Company reported a loss of $5.7 million for the nine month period ended
September 30, 1999, whereas the Company reported a loss of $8.6 million for the
nine month period ended September 30, 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 $8.3 million and an increase in
other income of $0.5 million offset by an increase in general and administrative
expenses, an increase in lease expense, an increase in depreciation expense, and
an increase in interest expense as discussed above.

Liquidity and Capital Resources

At September 30, 1999, the Company had $1.7 million of working capital, compared
to working capital of $1.6 million at December 31, 1998, an increase of $0.1
million. Cash and cash equivalents increased by $0.9 million (as described
below) and cash held in working capital escrow increased by $0.1 million. This
increase was offset by an increase in net current liabilities resulting from the
Company's growth in operating capacity.

Net cash used in operating activities totaled $4.1 million for the nine month
period ended September 30, 1999, which resulted primarily from a net loss of
$5.7 million, adjusted $0.4 million for non-cash items (depreciation,
amortization, gain on sale of assets, and equity interest

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in joint ventures), offset by the release of $0.8 million of cash held in
working capital escrow and an increase in net current liabilities of $0.4
million.

Net cash used in investing activities totaled $11.3 million for the nine month
period ended September 30, 1999, consisting primarily of land acquisition,
development, and construction costs offset by the proceeds of the sale of a 45
percent interest in a community of $0.7 million. At September 30, 1999, the
Company had an option to purchase one parcel of land for $1.4 million. The
Company has paid initial deposits relating to this site.

Net cash provided by financing activities totaled $16.3 million during the nine
month period ended September 30, 1999, primarily consisting of property and
equipment financing proceeds totaling $19.4 million, net proceeds from
lease-financing arrangements totaling $10.6 million, proceeds from a sales
contract with the Company's Chairman and Chief Executive Officer of $1.2
million, offset by repayment of long-term debt of $14.6 million, and payment of
preferred stock dividends of $0.4 million.

During June 1999, the Company entered into a $10.1 million arrangement with a
REIT pursuant to which the Company is constructing its Mesa, Arizona community.
The sale of the land has been recorded as a capital lease. Upon completion, the
Company will lease the community pursuant to a long-term lease arrangement. The
Company generated $1.5 million of cash available for general working capital
requirements as a result of the sale.

During July 1999, the Company closed a $3.4 million loan for the construction of
the Corvallis community. The Company has sufficient financing to complete this
community and to fund its anticipated initial operating deficit during 2000.

During September 1999, the Company sold to its Chairman and Chief Executive
Officer its 108-bed Scottsdale, Arizona community under terms of a
sale-manageback agreement. The terms of the agreement contain a guaranteed
return which constitutes continuing involvement under FAS 66 and accordingly the
Company has accounted for the sale under the deposit method. Under this method,
the Company continues to report the asset, depreciation and related debt in the
Company's financial statements and does not recognize profit from the sale. The
Company received $1.2 million in sales proceeds and the purchaser assumed $8.8
million of underlying debt. These amounts are recorded as liabilities captioned
"deposits under sales contract" in the Company's balance sheet. The net book
value of the asset subject to the sales contract totaled $8.9 million at
September 30, 1999. Upon satisfaction of the continuing involvement criteria,
the transaction will be accounted for as a sale.

Also during September 1999, Regent completed a $9.5 million permanent financing
transaction for its Bakersfield, California community. As a result of the
transaction, the Company repaid construction debt in the amount of $7.2 million
and generated approximately $2.0 million of cash available for general working
capital requirements.

Effective November 4, 1999, the Company repurchased 125,400 shares of the
Company's Common Stock in a private transaction for the price of $1.50 per
share.

During the remainder of 1999, the Company intends to utilize current working
capital resources primarily for operating requirements. At September 30, 1999,
the Company had capitalized costs totaling approximately $12.3 million related
to communities under construction or development, encumbered by $4.3 million in
outstanding debt. The Company intends to finance substantially all of the
remaining costs of developing each new community through additional
sale-leaseback transactions with real estate investment trusts ("REIT"), joint
venture

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arrangements, as well as conventional financing with commercial banks and other
financial institutions.

The Company anticipates capital expenditures during the remainder of 1999 may
include certain additional land acquisition costs, architectural fees, and other
development costs related to at least eight assisted living communities. The
Company anticipates commencing construction on as many as three communities
during the remainder of 1999. The total cost to develop and construct these
three communities, including the estimated initial operating deficits, will
likely be between $22 million to $24 million. A portion of these costs may be
incurred during 1999.

The Company is currently discussing with commercial banks, REITs, and other
financing sources 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 five of these eight communities in order to complete construction
and to fund the initial operating deficits. The Company will require additional
equity capital to complete the remaining three communities.

To finance additional growth, 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. 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 three 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 September 30, 1999, the Company was in compliance with the
covenants for all lease agreements.

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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NASDAQ Matters

On September 28, 1999, the Company's Common Stock was deleted from listing on
the Nasdaq National Market System (Nasdaq NMS) for failure to maintain a minimum
$4 million tangible net worth, one of the requirements for continued listing.

Since that time, trading in the Company's Common Stock has been conducted in the
over-the-counter market on an electronic bulletin board established for
securities that do not meet the Nasdaq listing requirements, or in what are
commonly referred to as the "pink sheets." As a result, an investor will likely
find it more difficult to dispose of, or to obtain accurate quotations as to the
price of, the Company's Common Stock than was the case when the Company's Common
Stock was listed on the Nasdaq NMS. In addition, after September 28, 1999, the
Company's Common Stock will be subject to penny stock rules that impose
additional sales practice requirements on broker-dealers who sell such
securities. Consequently, the delisting of the Company's Common Stock from
Nasdaq NMS could adversely affect the ability or willingness of broker-dealers
to sell the Company's Common Stock and the ability of purchasers of the
Company's Common Stock to sell their securities in the secondary market.

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.

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's banking relationships are primarily
with national banking institutions who have provided modest assurance that their
systems will continue to work after January 1, 2000. The Company has obtained
assurances from local utility providers that their systems will not fail as a
result of Year 2000 issues but, generally, they will not provide any assurances
regarding the electric grid. Assurances have been provided to the general public
by the federal government that the electric grid system will not fail. The
Company does not have a contingency plan in effect at this time to guard against
such events.

The Company has obtained Year 2000 compliance letters and reports from suppliers
of material mechanical components for its physical facilities as well as
suppliers of material services and products. To date, the Company has not
received an adverse report and believes each such supplier will be able to
continue supplying material products and services to the Company after January
1, 2000, although most all such suppliers are not willing to provide absolute
assurance of their ability to do so. The Company does not expect that Year 2000
issues will have a material adverse effect upon the Company's operations or
prospects.

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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:

         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:  November 12, 1999
     Steven L. Gish
     Chief Financial Officer

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                                  EXHIBIT INDEX



EXHIBIT NO.                EXHIBIT DESCRIPTION
-----------                -------------------
    27.                    Financial Data Schedule


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