As filed with the Securities and Exchange Commission on September 17, 1996
                                                   Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                ----------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                                ----------

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

                                ----------

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

       2260 US Bancorp Tower
       111 SW Fifth Avenue
         Portland, Oregon                                       97204
       (Address of Principal                                  (Zip Code)
         Executive Offices)

                                ----------

                        Regent Assisted Living, Inc.
                         1995 Stock Incentive Plan
                            (Full title of plan)

                              David R. Gibson
                    Vice President for Corporate Affairs
                        Regent Assisted Living, Inc.
                           2260 US Bancorp Tower
                            111 SW Fifth Avenue
                             Portland, OR 97204
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 227-4000

                                  Copy to:

                               Todd A. Bauman
                              Stoel Rives LLP
                     900 S.W. Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------
                                          Proposed          Proposed          Amount
                                          Maximum           Maximum           of
                        Amount            Offering          Aggregate         Regis-
Title of Securities     to Be             Price Per         Offering          tration
to Be Registered        Registered        Share(1)          Price(1)          Fee
- -------------------     ----------        ---------         ---------         -------
<S>                     <C>               <C>               <C>               <C>
Common Stock            400,000 Shares    $7.50             $2,556,085        $881.41
- -------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 290,500 shares are subject to options with an
     average exercise price of $6.82. The calculation of the registration
     fee for the balance of the shares is based on $5.25, which was the
     average of the high and low prices of the Common Stock on September
     16, 1996 as reported in The Wall Street Journal for Nasdaq National
     Market issues.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ----------------------------------------

          The following documents filed by Regent Assisted Living, Inc.
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act of 1933 that contains
     audited financial statements for the Company's latest fiscal year for
     which such statements have been filed;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     annual report or prospectus referred to in (a) above; and

          (c) The description of the common stock of the Company contained
     in the Company's registration statement filed under Section 12 of the
     Exchange Act, including any amendment or report updating such
     description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.

Item 4.  Description of Securities.
         --------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

          Article IV (the "Article") of the Company's Restated Articles of
Incorporation requires the Company to indemnify directors to the fullest
extent not prohibited by law. The right to and amount of indemnification
will be ultimately subject

                                    II-1
<PAGE>
to determination by a court that indemnification in the circumstances
presented is consistent with public policy considerations and other
provisions of the law. It is likely, however, that the Article would
require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act (the "Act"). The effect
of the Act is summarized as follows:

          (a) The Act permits a corporation to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding (the "proceeding"), other than an action by or in the
right of the corporation, against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred, provided the person concerned acted in good faith and
in a manner the person reasonably believed to be in or at least not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received, unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement or conviction or
upon plea of nolo contendere or its equivalent is not, of itself,
determinative that the person did not meet the prescribed standard of
conduct.

          (b) The Act permits a corporation to grant a right of
indemnification in respect of any proceeding by or in the right of the
corporation against the reasonable expenses (including attorneys' fees)
incurred if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or at least not opposed to the best
interests of the corporation, except that no indemnification may be granted
if such person is adjudged to be liable to the corporation unless permitted
by a court.

          (c) The corporation may not indemnify a person in respect of a
proceeding described in (a) or (b) above unless it is determined in the
specific case that indemnification is permissible because the person has
met the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or such committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Indemnification can also be ordered by a court if
the court determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every person who has
been wholly successful, on the merits or otherwise, in defense of a
proceeding described in (a) or (b) above is entitled to be indemnified as a
matter of right against reasonable expenses incurred in connection with the
proceeding.

                                    II-2
<PAGE>
          (d) The corporation may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of his or her good faith belief that he
or she has met the prescribed standard of conduct and (ii) a written
undertaking to repay the advance in the event indemnification is not
authorized.

          The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors or otherwise. The Company has entered into agreements with each
of its directors providing for indemnity and advancement of expenses to the
fullest extent not prohibited by Oregon law.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action , suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

         5     Opinion of Stoel Rives LLP.

         23.1  Consent of Coopers & Lybrand, LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5).

         24    Powers of Attorney.

                                    II-3
<PAGE>
Item 9.  Undertakings.
         -------------

         (a)   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which it offers or sells
                    securities, a post-effective amendment to this
                    registration statement to include any additional or
                    changed material information on the plan of
                    distribution.

               (2)  For determining any liability under the Securities Act,
                    to treat each post-effective amendment as a new
                    registration statement of the securities offered, and
                    the offering of the securities at that time to be the
                    initial bona fide offering.

               (3)  To file a post-effective amendment to remove from
                    registration any of the securities that remain unsold
                    at the end of the offering.

                                   II-4
<PAGE>
                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
September 16, 1996.

                             REGENT ASSISTED LIVING, INC.



                             By  WALTER C. BOWEN
                                 ------------------------------------
                                 Walter C. Bowen
                                 President, Chief Executive Officer
                                 and Chairman of the Board


          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 16, 1996.

       Signature                            Title
       ---------                            -----


WALTER C. BOWEN                   President, Chief Executive
- -----------------------------     Officer, Chairman of the Board and
Walter C. Bowen                   Director (Principal Executive Officer)


STEVEN L. GISH                    Chief Financial Officer, Treasurer,
- -----------------------------     Secretary and Director (Principal
Steven L. Gish                    Financial and Accounting Officer)


JAMES W. EKBERG*                  Director
- -----------------------------
James W. Ekberg


ERIC W. JACOBSEN*                 Director
- -----------------------------
Eric W. Jacobsen

                                   II-5
<PAGE>
PETER J. BRIX*                    Director
- -----------------------------
Peter J. Brix


GARY R. MAFFEI*                   Director
- -----------------------------
Gary R. Maffei


COREY M. SMITH*                   Director
- -----------------------------
Corey M. Smith


MARVIN S. HAUSMAN*                Director
- -----------------------------
Marvin S. Hausman



*By STEVEN L. GISH
    --------------------------------
    Steven L. Gish, Attorney-in-Fact

                                    II-6
<PAGE>
                               EXHIBIT INDEX


Exhibit
Number         Document Description
- -------        --------------------

5              Opinion of Stoel Rives LLP.

23.1           Consent of Coopers & Lybrand, LLP.

23.2           Consent of Stoel Rives LLP (included in Exhibit 5).

24             Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15203}]
{"company-data": {"conformed-name": "REGENT ASSISTED LIVING INC", "cik": "0001000693", "assigned-sic": "8051", "irs-number": "931171049", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12157", "film-number": "96631160"}, "business-address": {"street1": "2260 US BANCORP TOWER", "street2": "111 SW FIFTH AVE", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5032274000"}, "mail-address": {"street1": "2260 US BANCORP TOWER", "street2": "111 SW FIFTH AVE", "city": "PORTLAND", "state": "OR", "zip": "97204"}}
As filed with the Securities and Exchange Commission on September 17, 1996
                                                   Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                ----------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                                ----------

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

                                ----------

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

       2260 US Bancorp Tower
       111 SW Fifth Avenue
         Portland, Oregon                                       97204
       (Address of Principal                                  (Zip Code)
         Executive Offices)

                                ----------

                        Regent Assisted Living, Inc.
                         1995 Stock Incentive Plan
                            (Full title of plan)

                              David R. Gibson
                    Vice President for Corporate Affairs
                        Regent Assisted Living, Inc.
                           2260 US Bancorp Tower
                            111 SW Fifth Avenue
                             Portland, OR 97204
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 227-4000

                                  Copy to:

                               Todd A. Bauman
                              Stoel Rives LLP
                     900 S.W. Fifth Avenue, Suite 2300
                        Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------
                                          Proposed          Proposed          Amount
                                          Maximum           Maximum           of
                        Amount            Offering          Aggregate         Regis-
Title of Securities     to Be             Price Per         Offering          tration
to Be Registered        Registered        Share(1)          Price(1)          Fee
- -------------------     ----------        ---------         ---------         -------
Common Stock            400,000 Shares    $7.50             $2,556,085        $881.41
- -------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. Of the
     shares to be registered, 290,500 shares are subject to options with an
     average exercise price of $6.82. The calculation of the registration
     fee for the balance of the shares is based on $5.25, which was the
     average of the high and low prices of the Common Stock on September
     16, 1996 as reported in The Wall Street Journal for Nasdaq National
     Market issues.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ----------------------------------------

          The following documents filed by Regent Assisted Living, Inc.
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act of 1933 that contains
     audited financial statements for the Company's latest fiscal year for
     which such statements have been filed;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     annual report or prospectus referred to in (a) above; and

          (c) The description of the common stock of the Company contained
     in the Company's registration statement filed under Section 12 of the
     Exchange Act, including any amendment or report updating such
     description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.

Item 4.  Description of Securities.
         --------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

          Article IV (the "Article") of the Company's Restated Articles of
Incorporation requires the Company to indemnify directors to the fullest
extent not prohibited by law. The right to and amount of indemnification
will be ultimately subject

                                    II-1
to determination by a court that indemnification in the circumstances
presented is consistent with public policy considerations and other
provisions of the law. It is likely, however, that the Article would
require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act (the "Act"). The effect
of the Act is summarized as follows:

          (a) The Act permits a corporation to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding (the "proceeding"), other than an action by or in the
right of the corporation, against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred, provided the person concerned acted in good faith and
in a manner the person reasonably believed to be in or at least not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received, unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement or conviction or
upon plea of nolo contendere or its equivalent is not, of itself,
determinative that the person did not meet the prescribed standard of
conduct.

          (b) The Act permits a corporation to grant a right of
indemnification in respect of any proceeding by or in the right of the
corporation against the reasonable expenses (including attorneys' fees)
incurred if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or at least not opposed to the best
interests of the corporation, except that no indemnification may be granted
if such person is adjudged to be liable to the corporation unless permitted
by a court.

          (c) The corporation may not indemnify a person in respect of a
proceeding described in (a) or (b) above unless it is determined in the
specific case that indemnification is permissible because the person has
met the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or such committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Indemnification can also be ordered by a court if
the court determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every person who has
been wholly successful, on the merits or otherwise, in defense of a
proceeding described in (a) or (b) above is entitled to be indemnified as a
matter of right against reasonable expenses incurred in connection with the
proceeding.

                                    II-2
(d) The corporation may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of his or her good faith belief that he
or she has met the prescribed standard of conduct and (ii) a written
undertaking to repay the advance in the event indemnification is not
authorized.

          The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors or otherwise. The Company has entered into agreements with each
of its directors providing for indemnity and advancement of expenses to the
fullest extent not prohibited by Oregon law.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action , suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

         5     Opinion of Stoel Rives LLP.

         23.1  Consent of Coopers & Lybrand, LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5).

         24    Powers of Attorney.

                                    II-3
Item 9.  Undertakings.
         -------------

         (a)   The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which it offers or sells
                    securities, a post-effective amendment to this
                    registration statement to include any additional or
                    changed material information on the plan of
                    distribution.

               (2)  For determining any liability under the Securities Act,
                    to treat each post-effective amendment as a new
                    registration statement of the securities offered, and
                    the offering of the securities at that time to be the
                    initial bona fide offering.

               (3)  To file a post-effective amendment to remove from
                    registration any of the securities that remain unsold
                    at the end of the offering.

                                   II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
September 16, 1996.

                             REGENT ASSISTED LIVING, INC.

                             By  WALTER C. BOWEN
                                 ------------------------------------
                                 Walter C. Bowen
                                 President, Chief Executive Officer
                                 and Chairman of the Board

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 16, 1996.

       Signature                            Title
       ---------                            -----

WALTER C. BOWEN                   President, Chief Executive
- -----------------------------     Officer, Chairman of the Board and
Walter C. Bowen                   Director (Principal Executive Officer)

STEVEN L. GISH                    Chief Financial Officer, Treasurer,
- -----------------------------     Secretary and Director (Principal
Steven L. Gish                    Financial and Accounting Officer)

JAMES W. EKBERG*                  Director
- -----------------------------
James W. Ekberg

ERIC W. JACOBSEN*                 Director
- -----------------------------
Eric W. Jacobsen

                                   II-5
PETER J. BRIX*                    Director
- -----------------------------
Peter J. Brix

GARY R. MAFFEI*                   Director
- -----------------------------
Gary R. Maffei

COREY M. SMITH*                   Director
- -----------------------------
Corey M. Smith

MARVIN S. HAUSMAN*                Director
- -----------------------------
Marvin S. Hausman

*By STEVEN L. GISH
    --------------------------------
    Steven L. Gish, Attorney-in-Fact

                                    II-6
EXHIBIT INDEX

Exhibit
Number         Document Description
- -------        --------------------

5              Opinion of Stoel Rives LLP.

23.1           Consent of Coopers & Lybrand, LLP.

23.2           Consent of Stoel Rives LLP (included in Exhibit 5).

24             Powers of Attorney.