UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
REGENT ASSISTED LIVING, INC.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
758949101
(CUSIP Number)
November 5, 1998
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6
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CUSIP No. 758949101 SCHEDULE 13G Page 2 of 6
1 Name Of Reporting Person ASTORIA CAPITAL PARTNERS, L.P.
IRS Identification No. Of Above Person
94-3160631
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
5 Sole Voting Power 337,000
NUMBER OF
SHARES 6 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 7 Sole Dispositive Power 337,000
REPORTING
PERSON WITH 8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 337,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* J
11 Percent Of Class Represented By Amount In Row 9 7.3%
12 Type Of Reporting Person* PN
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CUSIP No. 758949101 SCHEDULE 13G Page 3 of 6
Item 1(a). Name of Issuer.
Regent Assisted Living, Inc. (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
121 S.W. Morrison Street, Suite 1000,
Portland, Oregon 97204
Item 2(a). Names of Persons Filing.
Astoria Capital Partners, L.P.
Item 2(b). Address of Principal Business Office
or, if none, Residence.
The business address of Astoria Capital
Partners, L.P. is 6600 SW 92nd Avenue,
Portland, Oregon 97223.
Item 2(c). Citizenship.
Astoria Capital Partners, L.P. is a
California limited partnership.
Item 2(d). Title of Class of Securities.
Common Stock, no par value ("Common
Stock").
Item 2(e). CUSIP Number.
758949101
Item 3.If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
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CUSIP No. 758949101 SCHEDULE 13G Page 4 of 6
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance
with Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment
fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with
Section 240.13d-1b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from
the definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to
Section 240.13d-1(c), check this box. [X]
Item 4.Ownership.
Reference is hereby made to Items 5-9
and 11 of page two (2) of this
Schedule 13G, which Items are
incorporated by reference herein.
Item 5.Ownership of Five Percent or Less of a
Class.
Not applicable.
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CUSIP No. 758949101 SCHEDULE 13G Page 5 of 6
Item 6.Ownership of More Than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7.Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8.Identification and Classification of
Members of the Group.
Not applicable.
Item 9.Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, Astoria Capital
Partners, L.P. certifies that, to the best
of its knowledge and belief, the
securities referred to above on page two
(2) of this Schedule 13G were not acquired
and are not held for the purpose of or
with the effect of changing or influencing
the control of the issuer of the
securities and were not acquired and are
not held in connection with or as a
participant in any transaction having that
purpose or effect.
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CUSIP No. 758949101 SCHEDULE 13G Page 6 of 6
Signature
After reasonable inquiry and to the best of their
respective knowledge and belief, the undersigned
certify that the information set forth in this
statement is true, complete and correct.
DATED: December 16, 1998
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe
_______________________________
By: Richard W. Koe
Its: General Partner
