SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 10, 2008
  Mr. Lawrence A. Cohen Vice Chairman of the Board and Chief Executive Officer Capital Senior Living Corporation    14160 Dallas Parkway, Suite 300 Dallas, Texas  75254
RE: Capital Senior Living Corporation
Form 10-K for the year ended December 31, 2007
  Filed March 12, 2008   File No. 001-13445

 Dear Mr. Cohen:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for the year ended December 31, 2007

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 27
1. In future filings, please consider includi ng an “overview” section that provides a
balanced, executive-level discus sion identifying, on a past and prospective basis, the most
important themes or other significant matte rs with which management is concerned

Capital Senior Living Corporation
December 10, 2008 Page 2
primarily in evaluating the company's fina ncial condition and ope rating results. A good
introduction or overview would:

a. include economic or industry-wide factors relevant to the company and serve to
inform the reader about how the co mpany earns revenues and income and
generates cash without merely duplicati ng disclosure in th e Description of
Business section; and
 b. provide insight into material opportunities , challenges and risks, such as those
presented by known material trends a nd uncertainties, on which the company’s
executives are most focused for both th e short and long term , as well as the
actions they are taking to address these opportunities, challenges and risks.

We especially note that the company hired Bank of America Securi ties as a financial
advisor in May of 2008 to “explore and consider a range of strategic alternatives.”  Your
future MD&A overview section should provide more detail as the types of alternatives
considered and the specific reas ons behind such consideration.

Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Compensation Discussion and Analysis, page 14

2. In future filings, please disclose the identity of all peer groups of companies that are used
by the compensation committee or its consul tants for compensation comparisons.  We
note that the 20 public companies in the senior  living industry with revenues for fiscal
2005 in excess of $190 million were not disclosed.

Summary Compensation Table, page 24
 3. In future filings, for purposes of Item 402( c)(1) of Regulation S-K please disclose the
compensation of the named executive officers for each of the last three completed fiscal years.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Capital Senior Living Corporation
December 10, 2008 Page 3    In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Reid Hooper, Staff Attorn ey, at (202) 551-3359, or  me, at (202) 551-
3810 with any questions.            S i n c e r e l y ,
Assistant Director
         L a r r y  S p i r g e l