SecProbe.io

November 3, 2010

Via U.S. Mail and Fa csimile: (972) 770-5666
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, 2009
  Filed March 11, 2010   File No. 001-13445
Dear Mr. Cohen:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the year ended December 31, 2009

 Definitive Proxy Statement filed on Sche dule 14A Incorporated by Reference

 Compensation Process, page 16

1. We note your discussion that the Compensati on Committee historica lly relies in part
upon the input and recommendations of both th e supervisors of your named executive
officers and your executive committee.  In future  filings, if different from the members of
your executive committee, please disclose who the supervisors of your named executives are.
2. We further note your disclosure that the Co mpensation Committee uses a peer group of
companies for benchmarking named executive o fficer compensation with respect to total
compensation paid.  In future filings, pleas e disclose whether the Committee targets the

Lawrence A. Cohen Capital Senior Living Corporation   November 3, 2010 Page 2

total compensation to fall within  a specific percentile range of  the peer group in order to
be competitive in the market. If so, please disclose the percentage range.
 Cash Performance Bonus, page 19

3. In future filings, please consider disclosi ng, in tabular format, each named executive
officer’s individual and corporate performan ce objectives, the percentage allocated to
each objective as it relates to the eligible named executive officer’s base salary for such
year, the target set by the Compensation Co mmittee for each individual and corporate
performance objective, and whether the Co mpany and/or named executive officer
achieved the target in the releva nt fiscal year.  In addition, please disclose the minimum,
target and maximum amount of cash bonus payments each named executive officer can be awarded under the plan for such year.

4. Please also disclose in future  filings whether each corporat e and individual performance
goal can be met at a lower level and, if s o, whether there is a minimum threshold for
performance for each objective.
 Grants of Plan-Based Awards, page 30

5. In future filings, revise the table to incl ude the estimated future payouts under your non-
equity incentive plan awards.  See Item  402(d)(2)(iii) of Regulation S-K.

Termination of Employment and Change in Control Arrangements, page 33

6. In future filings, provide the definition of “cause” as discussed in connection with your
employment agreements.
 Director Compensation, page 42

7. We note you do not provide footnote disclosu re in the Director  Compensation table
related to the $15,045 paid to Mr. Stroud in 2009.  In future filings, please provide
footnote disclosure related to compensation reported in the “All Other Compensation”
column of the table if the compensation is not  a perquisite or personal benefit and whose
value exceeds $10,000.  Refer to Instruction 2 to  Item 402(k)(2)(vii) of Regulation S-K.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Lawrence A. Cohen Capital Senior Living Corporation   November 3, 2010 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.

  You may contact Reid Hooper, Attorney-A dviser, at (202) 551-3359, Robert Bartelmes,
Senior Financial Analyst, at  (202) 551-3354, or me, at ( 202) 551-3810 with any questions.

Sincerely,
                    L a r r y  S p i r g e l           A s s i s t a n t  D i r e c t o r