----------------------------------------------------
                                  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, 2000

            [__] 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.)


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

                                  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 [ ]
                                       ---    ---

As of May 15, 2000, there were 4,507,600 shares of the Registrant's Common
Stock, no par value, outstanding


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

<PAGE>



                          REGENT ASSISTED LIVING, INC.

                                    FORM 10-Q

                                 March 31, 2000


                                      INDEX


                                                                         Page

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of March 31, 2000
         and December 31, 1999. . . . . . . . . . . . . . . . . . . . . .     3

         Condensed Consolidated Statements of Operations for the three
         months ended March 31, 2000 and 1999. . . . . . . . . . . . . . .    4

         Condensed Consolidated Statements of Cash Flows for the three
         months ended March 31, 2000 and 1999. . . . . . . . . . . . . . .    5

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


Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations . . . . . . . . . . . . . . . . . . . .    9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk  . . .   18


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .   19

Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . .   19

Item 6.  Exhibits and Reports on Form 8-K . . . .. . . . . . . . . . . . .   19


         Signatures                                                          20



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

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

                                         ASSETS                                    March 31,             December 31,
                                                                                     2000                    1999
                                                                                 (Unaudited)
                                                                                 -------------          -------------
<S>                                                                               <C>                    <C>
Current assets:
    Cash and cash equivalents                                                     $ 3,748,825            $ 4,537,839
    Cash held in working capital escrow                                               249,912                404,598
    Accounts receivable, net                                                          502,640                723,081
    Prepaid expenses                                                                1,497,994                739,569
    Construction advances receivable                                                  254,571                235,706
    Land held for sale                                                              2,860,000              2,860,000
                                                                                 -------------          -------------

      Total current assets                                                          9,113,942              9,500,793

Restricted cash                                                                     3,110,492              2,916,182
Property and equipment, net                                                        46,907,772             46,900,983
Investment in and advances to joint ventures                                          888,519                383,114
Other assets                                                                        3,043,743              2,985,291
                                                                                 -------------          -------------

      Total assets                                                               $ 63,064,468           $ 62,686,363
                                                                                 =============          =============

                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                             $ 2,298,193            $ 2,266,919
    Construction accounts payable                                                     457,696                463,136
    Accounts payable and other accrued expenses                                     5,851,606              5,343,587
                                                                                 -------------          -------------

      Total current liabilities                                                     8,607,495              8,073,642

Long-term debt                                                                     33,241,278             32,275,189
Convertible subordinated notes                                                      9,000,000              9,000,000
Deposits under sales contract                                                      10,329,882             10,194,342
Deferred gains and development fees, net                                            6,582,378              6,714,156
Other liabilities                                                                   1,381,720              1,387,250
                                                                                 -------------          -------------

      Total liabilities                                                            69,142,753             67,644,579
                                                                               ---------------         --------------

Minority interests in consolidated subsidiaries                                       319,306                352,389
                                                                                 -------------          -------------
Commitments

Shareholders' equity:
    Preferred stock, no par value, 5,000,000 shares authorized;
        1,666,667 shares issued and outstanding in 2000 and 1999                    9,349,841              9,349,841
    Common stock, no par value, 25,000,000 shares authorized;
        4,507,600 shares issued and outstanding in 2000 and 1999                   10,619,349             10,619,349
    Accumulated deficit                                                           (26,366,781)           (25,279,795)
                                                                                 -------------          -------------

      Total shareholders' equity                                                   (6,397,591)            (5,310,605)
                                                                                 -------------          -------------

      Total liabilities and shareholders' equity                                 $ 63,064,468           $ 62,686,363
                                                                                 =============          =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.

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

                                                                    (Unaudited)
                                                      Three Months Ended   Three Months Ended
                                                        March 31, 2000       March 31, 1999
                                                      ------------------   ------------------
<S>                                                      <C>                  <C>
Revenues:
    Rental and service                                   $15,321,394          $11,846,037
    Management fees                                          201,446               80,539
                                                         ------------         ------------

      Total revenues                                      15,522,840           11,926,576
                                                         ------------         ------------

Operating expenses:
    Residence operating expenses                          10,342,499            8,586,461
    General and administrative                             1,452,821            1,284,632
    Lease expense                                          3,441,064            3,202,598
    Depreciation and amortization                            412,255              320,809
                                                         ------------         ------------

      Total operating expenses                            15,648,639           13,394,500
                                                         ------------         ------------

      Operating loss                                        (125,799)          (1,467,924)

Interest income                                              113,879               83,590
Interest expense                                            (857,602)            (524,606)
Equity in losses of joint ventures                           (94,595)             (86,316)
Other income (loss), net                                      (5,952)              (5,739)
                                                         ------------         ------------

      Loss before minority interests                        (970,069)          (2,000,995)

Minority interests                                            33,083                    -
                                                         ------------         ------------

      Loss before income taxes                              (936,986)          (2,000,995)

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

      Net loss                                              (936,986)          (2,000,995)

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

      Net loss available to common shareholders          $(1,086,986)         $(2,150,995)
                                                         ============         ============

Basic loss per common share                                $    (.24)           $    (.46)
                                                         ============         ============

Diluted loss per common share                              $    (.24)           $    (.46)
                                                         ============         ============

Weighted average common shares outstanding - basic         4,507,600            4,633,000
                                                         ============         ============

Weighted average common shares outstanding - diluted       4,507,600            4,633,000
                                                         ============         ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>
REGENT ASSISTED LIVING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                             (Unaudited)

                                                                            Three Months Ended       Three Months Ended
                                                                              March 31, 2000           March 31, 1999
                                                                            ------------------       ------------------
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
    Net loss                                                                     $ (936,986)            $ (2,000,995)
    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                 412,255                  320,809
      Loss on sale of assets                                                            104                        -
      Amortization of deferred gains and development fees                          (131,778)                (117,524)
      Equity interest in joint ventures                                              94,595                   86,316
      Minority interests                                                            (33,083)                       -
      Changes in other assets and liabilities:
        Cash held in working capital escrow                                         154,686                  284,220
        Accounts receivable                                                         273,864                  (62,762)
        Prepaid expenses                                                           (758,425)              (1,305,601)
        Other assets                                                                  5,530                 (144,409)
        Accounts payable and other accrued expenses                                 358,019                1,457,670
        Other liabilities                                                            (5,530)                 144,409
                                                                               -------------            -------------

      Net cash used in operating activities                                        (566,749)              (1,337,867)
                                                                               -------------            -------------
Cash flows from investing activities:
    Purchases of property and equipment                                          (1,044,506)              (2,758,883)
    Decrease in construction accounts payable                                        (5,440)                (255,878)
    Investment in and advances to joint venture                                           -                  (36,000)
    Deposits to replacement reserve account, net                                    (24,939)                 (25,019)
                                                                               -------------            -------------

      Net cash used in investing activities                                      (1,074,885)              (3,075,780)
                                                                               -------------            -------------

Cash flows from financing activities:
    Proceeds from issuance of long-term debt                                      1,110,605                1,775,412
    Payments on long-term debt                                                     (110,111)              (7,237,954)
    Construction (advances) payments                                                (18,865)                 258,236
    Payments and deposits for financing arrangements, net                           (92,047)                (151,986)
    Restricted cash for financing arrangements, net                                (169,371)                  22,918
    Deferred development fees from lease financing arrangements                      (3,131)                  (9,949)
    Proceeds from lease financing arrangements                                            -                9,626,360
    Proceeds from sales contract                                                    135,540                        -
    Preferred stock dividends                                                             -                 (150,000)
                                                                               -------------            -------------

      Net cash provided by financing activities                                     852,620                4,133,037
                                                                               -------------            -------------

      Net decrease in cash and cash equivalents                                    (789,014)                (280,610)

Cash and cash equivalents, beginning of period                                    4,537,839                4,483,048
                                                                               -------------            -------------

Cash and cash equivalents, end of period                                       $  3,748,825             $  4,202,438
                                                                               =============            =============
</TABLE>
Supplemental disclosure of non-cash investing and financing activities during
    the three months ended March 31, 2000: Transfer of property and equipment
    with a cost of $653,423 in exchange for investment in joint venture of
    $600,000 and receivable from joint venture of $53,423.

    Preferred stock dividends accrued $150,000.

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       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, 2000, the Company operated 31 assisted living
         communities in nine western states. Of the 31 communities, three are
         owned in joint ventures and accounted for under the equity method, and
         four are operated under management contracts.

         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.


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.

         The accompanying unaudited condensed consolidated financial statements
         as of March 31, 2000, and for the three month periods ended March 31,
         2000 and 1999, have been prepared in conformity with accounting
         principles generally accepted in the United States. The financial
         information as of December 31, 1999, is derived from the Company's Form
         10-K for the year ended December 31, 1999. Certain information or
         footnote disclosures normally included in financial statements prepared
         in accordance with accounting principles generally accepted in the
         United States 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




                                     Page 6
<PAGE>

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

         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, 1999, included in the
         Company's Form 10-K for the year ended December 31, 1999.

         Operating results for the three months ended March 31, 2000, are not
         necessarily indicative of the results that may be expected for the
         remainder of the fiscal year ending December 31, 2000.

2.       Property and Equipment:

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

                                                   March 31,      December 31,
                                                     2000             1999
                                                 ------------     ------------

         Land                                    $ 5,364,716      $ 5,364,716
         Buildings and improvements               33,445,423       33,332,546
         Furniture and equipment                   4,314,317        4,289,447
         Construction in progress                  6,821,918        6,572,177
                                                 ------------     ------------
                                                  49,946,374       49,558,886

         Less accumulated depreciation
           and amortization                       (3,038,602)      (2,657,903)
                                                 ------------     ------------

                  Property and equipment, net    $46,907,772      $46,900,983
                                                 ============     ============


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


3.       Administrative Services Agreement:

         The Company has entered into an agreement with companies owned by the
         majority shareholder whereby the Company will provide executive
         assistance, accounting and financial management services, legal and
         administrative assistance, insurance, management information services,
         and other management services as required. Under the terms of the
         agreement, the Company is reimbursed at its cost on a monthly basis for
         all services provided.




                                     Page 7
<PAGE>

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


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, 2000 and 1999.





























                                     Page 8
<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview

The Company

         The Company reported revenue of $15.5 million and a net loss of $0.9
million for the quarter ended March 31, 2000. After deducting preferred stock
dividends, net loss per share available to common shareholders on a diluted
basis was $0.24.

         Current Communities.  The table below sets forth certain information
regarding the Company's communities at March 31, 2000:

                                     Regent
                                   Operations
Community            Location      Commenced   Units(1)   Beds(2)   Interest
---------            --------      ----------  --------   -------   --------

Oregon
  Park Place         Portland        1986        112        112      Lease(3)
  Regency Park       Portland        1987        122        136      Lease
  Regent Court       Clackamas       1999         24         48      Lease
  Regent Court       Corvallis       2000         24         48      Manage(4)
  Sheldon Park       Eugene          1998        105        117      Lease

Washington
  Northshore House   Kenmore         1998         85         92      Manage(5)
  Regent Court       Kent            1999         24         48      Manage(6)
  Sterling Park      Redmond         1990        154        175      Lease

California
  Laurel Springs     Bakersfield     1998        111        124      Own
  Orchard Park       Clovis          1998        112        124      Lease
  Regent Court       Modesto         1999         24         48      Own(7)
  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(8)
  The Altenheim      Oakland         2000        136        140      Manage
  The Palms          Roseville       1998         93        104      Lease
  Villa Serra        Salinas         1998        150        150      Manage
  Willow Creek       Folsom          1997         98        113      Lease



                                     Page 9
<PAGE>

Idaho
  West Wind          Boise           1997         48         51      Own(9)
  Willow Park        Boise           1997        106        120      Lease

Nevada
  Mira Loma          Henderson       1998        113        126      Lease

New Mexico
  Sandia Springs     Rio Rancho      1998        107        120      Lease

Texas
  Hamilton House     San Antonio     1997        111        123      Lease
  Parmer Woods       Austin          1998        114        130      Lease(10)

Arizona
  Canyon Crest       Tucson          1998        116        132      Lease
  Desert Flower      Scottsdale      1999        102        108      Manage(11)
  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:                2,690      3,055
                                               =====      =====


As of May 15, 2000, construction had commenced on the following four
communities:

                                    Scheduled
Community            Location        Opening        Units(1)   Beds(2)  Interest
---------            --------      ----------       --------   -------  --------

California
  Autumn Park        Merced        1st quarter 2001     72        83    Own(12)

  West Covina        West Covina   4th quarter 2000    130       142    Lease
  Gardens

Arizona
  Citrus Park        Mesa          3rd quarter 2000     111      127    Lease

Utah
  Birch Creek        South Ogden   1st quarter 2001     104      113    Own
                                                        ---      ---

                                                        417      465
                                                        ===      ===

                                    Page 10
<PAGE>

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

(4)      The Company owns a 40 percent interest in a joint venture which owns
         the Corvallis community.

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

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

(7)      The Company owns a 55 percent co-tenancy interest in the Modesto
         community.

(8)      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.

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

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

(11)     The Company's Chairman and Chief Executive Officer purchased Desert
         Flower in September 1999 pursuant to a sale-manageback transaction
         accounted for under the deposit method.

(12)     The Company owns a 75 percent interest in a joint venture which owns
         the Merced community.


         As of May 15, 2000, the Company has entered into an agreement to manage
a 104-bed community being developed by a third party and has four additional new
communities in varying stages of development. If all four communities are
developed, total operations of the Company will increase by approximately 411
beds to a total of approximately 4,035 beds.

                                       11

<PAGE>

         The Company continues to pursue its primary strategy of developing new
communities and is therefore engaged in negotiations to acquire additional sites
and is pursuing joint venture opportunities with parties who control parcels of
land in strategic markets. The Company currently has one site under option.
There is no assurance that the Company will elect to acquire this site or that
the Company will be able to develop successfully any of the sites it has
acquired or will in the future acquire.

Results of Operations

         The following table sets forth, for the periods indicated, the
percentage of total revenues represented by certain items included in the
Company's condensed consolidated financial statements.

                                                  Percentage of Revenues
                                                 Three Months Ended March 31,
                                                     2000              1999
                                                     ----              ----

         Revenues                                    100.0%            100.0%

         Expenses:
           Residence operating expenses               66.6              72.0
           General and administrative expenses         9.4              10.8
           Lease expense                              22.2              26.8
           Depreciation and amortization               2.6               2.7
                                                     ------            ------
               Total operating expenses              100.8             112.3

               Operating loss                          (.8)            (12.3)

         Other income (expense):
           Interest income                              .7                .7
           Interest expense, net                      (5.5)             (4.4)
           Equity in losses of joint ventures          (.6)              (.7)
           Other income, net                             -               (.1)
                                                     ------            ------

               Loss before minority interests         (6.2)            (16.8)
         Minority interests                             .2                 -
                                                     ------            ------

               Loss before income taxes               (6.0)            (16.8)

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

               Net loss                               (6.0)            (16.8)

         Preferred stock dividends                    (1.0)             (1.2)
                                                     ------            ------

         Net loss available to common shareholders    (7.0)%           (18.0)%
                                                     ======            ======




                                    Page 12
<PAGE>

Three Months Ended March 31, 2000 Compared to Three Months Ended
March 31, 1999

         Revenues. For the three month period ended March 31, 2000, revenues
totaled $15.5 million compared to $11.9 million in the three month period ended
March 31, 1999, an increase of $3.6 million or 30.2 percent. During the first
quarter of 2000, the Company operated 31 communities comprised of seven
stabilized communities, 17 newly developed communities, and seven communities
operated pursuant to management contracts, three of which are owned in joint
ventures and accounted for under the equity method. The Company operated 26
communities during the first quarter of 1999, comprised of five stabilized
communities, 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. 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 three months ended March 31, 2000, rental and service
revenues from "Same Residences", the twenty-two communities that the Company
operated at the beginning of both periods, comprised of seven stabilized and
fifteen newly developed communities, increased by $3.1 million over the three
months ended March 31, 1999. Of this increase, $0.4 million was from the seven
stabilized communities and $2.7 million was from the fifteen newly developed
communities. Revenues from the remaining two newly developed communities in
operation during the first quarter of 2000 increased by $0.4 million compared to
revenue from the remaining one newly developed community in operation during the
first quarter of 1999. Overall average occupancy at the Company's seven
stabilized communities was 96.3 percent for the three month period ended March
31, 2000, whereas occupancy was 95.2 percent at the Company's five stabilized
communities for the same period in 1999.

         Residence Operating Expenses. Residence operating expenses were $10.3
million for the three month period ended March 31, 2000, and $8.6 million for
the same period in 1999, an increase of $1.7 million or 20.5 percent. Residence
operating expenses from the twenty-two Same Residences increased by $1.6 million
over the first quarter of 1999. Of this increase, $0.3 million was from the
seven stabilized communities and $1.6 million was from the fifteen newly
developed communities. Residence operating expenses for all other newly
developed communities for the three month period ended March 31, 2000 include
$0.4 million of start-up operating expenses and pre-opening costs, whereas such
expenses totaled $0.2 million in 1999. Residence operating expenses from Same
Residences totaled 66.7 percent and 70.6 percent of rental and service revenue
for the three month periods ended March 31, 2000 and 1999, respectively.

         General and Administrative Expenses. General and administrative
expenses were $1.5 million for the three month period ended March 31, 2000,
compared to $1.3 million


                                    Page 13
<PAGE>

for the three month period ended March 31, 1999. The increase of $0.2 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 March 31, 2000, compared to $3.2
million for the same period in 1999. The increase of $0.2 million relates
primarily to the opening and sale-leaseback of three newly developed communities
offset by the acquisition of a previously leased community.

         Depreciation and Amortization. Depreciation and amortization expense
was $0.4 million for the three month period ended March 31, 2000, compared to
$0.3 million for the three month period ended March 31, 1999.

         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, 2000, to $0.9 million from $0.5 million for the three month
period ended March 31, 1999. Interest expense related to the operation of
communities increased $0.1 million in the current period as compared to the same
period in the prior year. The Company capitalized a nominal amount of interest
charges during the three months ended March 31, 2000, whereas the Company
capitalized $0.3 million of interest charges during the three months ended March
31, 1999.

         Equity in Losses of Joint Ventures. Equity in losses of joint ventures
resulted from the operations of the Company's 50 percent owned Kenmore,
Washington community; the 10 percent owned Kent, Washington community; and the
40 percent owned Corvallis, Oregon community.

         Net Income (Loss). Net operating results increased by $1.1 million
during the three month period ended March 31, 2000, compared to the same period
in 1999. The Company reported a loss of $0.9 million for the first quarter of
2000, whereas the Company reported a loss of $2.0 million for the first quarter
of 1999. The increase in net results is primarily due to an increase in
residence operating profits (rental and service revenue less residence operating
expenses) of $1.7 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.




                                    Page 14
<PAGE>

Liquidity and Capital Resources

         At March 31, 2000, the Company had $0.5 million of working capital,
compared to working capital of $1.4 million at December 31, 1999. The decrease
relates primarily to a decrease in cash and cash equivalents of $0.8 million (as
described below).

         Net cash used in operating activities totaled $0.6 million for the
three month period ended March 31, 2000, resulting primarily from a net loss of
$0.9 million, adjusted $0.3 million for non-cash items (depreciation,
amortization, equity interest in joint ventures and minority interests) offset
by the release of $0.2 million of cash held in working capital escrow, and an
increase in net current assets of $0.2 million.

         Net cash used in investing activities totaled $1.1 million for the
three month period ended March 31, 2000, consisting primarily of development and
construction costs.

         Net cash provided by financing activities totaled $0.9 million during
the three month period ended March 31, 2000, consisting of property and
equipment financing proceeds totaling $1.1 million, and proceeds of $0.1 million
from a sale-manageback arrangement with the Company's Chairman and Chief
Executive Officer, offset by repayment of long-term debt of $0.1 million and an
increase in restricted cash for financing arrangements of $0.2 million.

         During January 2000, the Company obtained an $8.8 million loan, the
proceeds of which will be used to construct and fund initial operations at the
Company's 113-bed South Ogden, Utah community. As of March 31, 2000, the Company
has drawn down approximately $900,000 on this loan.

         Also during January 2000, the Company entered into a joint venture
arrangement with an independent third party for the purpose of developing a
116-bed assisted living community in Salt Lake City, Utah. The Company's initial
capital contribution for its 50 percent joint venture interest totaled $1.1
million, comprised of $600,000 of incurred development costs and a $500,000
development fee. The joint venture partner contributed $1.1 million in cash,
which was utilized to acquire the land for the project.

         During the remainder of 2000, the Company intends to utilize current
working capital resources primarily for operating requirements. At March 31,
2000, the Company has capitalized costs totaling approximately $6.8 million
related to communities under construction or development, encumbered by $2.7
million in outstanding debt. The Company intends to finance substantially all of
the remaining cost of developing each new community through joint venture
arrangements, as well as conventional financing with commercial banks and other
financial institutions.

         In addition to the Company's Corvallis community that commenced
operations in March 2000, the Company anticipates completing construction of the
Mesa community in 2000. The Company has entered into a sale-leaseback
arrangement with a REIT for this community and anticipates operations will
commence during the third quarter of 2000. The Company has two additional
communities under construction that are anticipated to commence operations in
2001. The Company has obtained financing necessary to


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<PAGE>

complete these communities. Additionally, the Company has entered into a
long-term lease for the West Covina assisted living community being constructed
by an unrelated third party and expects to commence operation of this community
during the fourth quarter of 2000.

         The Company anticipates capital expenditures for 2000 will include
additional architectural fees and other development costs related to at least
four assisted living communities and construction costs related to at least
three new assisted living communities. During 2000, the Company anticipates
commencing construction on the four communities currently under development. The
total cost to develop and construct these four communities, including the
estimated initial operating deficits, will likely be between $31.0 million to
$35.0 million. A substantial portion of these costs may be incurred during 2000.

         The Company is currently discussing with commercial banks 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 one of these four communities in order to complete construction and
to fund the initial operating deficits. Additional equity capital will be
required prior to commencing construction on 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 is 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 four additional communities by the
end of 2000 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


                                    Page 16
<PAGE>

communities, then the Company may require additional financing to complete its
growth plan.

         Certain operating lease agreements contain restrictive covenants. As of
March 31, 2000, the Company was in compliance with the covenants of all lease
agreements except for two covenants relating to the Company's Willow Creek
assisted living community in Folsom, California and Regent Court community in
Scottsdale, Arizona. The Company believes the ultimate resolution of this matter
will not have a material adverse impact on the Company's financial position,
results of operations, or cash flows.

         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.


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 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.




                                    Page 17
<PAGE>

Item 3.       Quantitative and Qualitative Disclosures About Market Risk


         The Company's earnings are affected by changes in interest rates as a
result of its variable rate indebtedness. The Company manages this risk by
obtaining fixed rate borrowings when possible. At March 31, 2000, the Company's
variable rate borrowings totaled $11.8 million. If market interest rates average
one percent more in 2000 than in 1999, the Company's interest expense would
increase and income before taxes would decrease by $118,000. These amounts are
determined by considering the impact of hypothetical interest rate on the
Company's outstanding variable rate borrowings as of March 31, 2000, and does
not consider changes in the actual level of borrowings which may occur
subsequent to March 31, 2000. This analysis also does not consider the effects
of the reduced level of overall economic activity that could exist in such an
environment nor does it consider likely actions that management could take with
respect to the Company's financial structure to mitigate the exposure to such a
change.

























                                    Page 18
<PAGE>

                           PART II - OTHER INFORMATION



Item 1.    Legal Proceedings

         A discussion of the Company's material legal proceeding appears in Item
3 of the Company's Annual Report on Form 10-K filed for the year ended December
31, 1999.


Item 3.    Defaults Upon Senior Securities

         The Company elected to not pay the quarterly six percent dividend with
respect to its preferred stock. The $150,000 dividend was due and payable March
31, 2000. For each quarter year the dividend is not paid, the dividend increases
by one percent to a maximum rate of 12 percent or a specific prime rate plus 300
basis points.


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

         Exhibits:

         27       Financial Data Schedule.


         Reports on Form 8-K

         There were no reports on Form 8-K for the period ended March 31, 2000

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<PAGE>





                                    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:/s/Steven L. Gish                                        Date:  May 15, 2000
   -------------------------
     Steven L. Gish
     Chief Financial Officer









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