SecProbe.io

November 20, 2013

Via E -mail
Mr. Ralph A. Beattie
Executive Vice President and  Chief Financial Officer
Capital Senior Living Corporation
14160 Dallas Parkway, Suite 300
Dallas, TX  75254

Re: Capital Senior Living Corporation
Form 10 -K for the Year Ended December 31, 2012
Filed March 8, 2013
Form 10 -Q for the Fiscal Quarter Ended September 30, 2013
Filed November 5, 2013
Form 8 -K dated November 4, 2013
Filed November 4, 2013
File No. 1-13445

Dear Mr. Beattie :

 We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.   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 providing the requested
information  or by advising us when you will provide the requeste d response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

Management’s Discussion and Analysis, page  28

1. In future filings, please disclose occupancy rates and rental rates and include a discussion
of trends related to these measures in MD&A.   In this regard, we note that occu pancy
rates and rental rates have a direct impact on your revenues and are key elements of your
growth strategy.  Additionally, we note that you discuss occupancy rates and average
monthly rent in detail in your recent earnings releases.

Ralph A. Beattie
Capital Senior Living Corporation
November 20, 2013
Page 2

Form 10 -Q for the  fiscal quarter ended September 30, 2013

Management’s Discussion and Analysis, page 16

2. We note on page 23 that you recorded a $7.5 million valuation allowance for deferred tax
assets due to a periodic evaluation of the future realization of deferred tax assets.  Please
expand the discussion in future filings to explain the reason for the amo unt of the
valuation allowance recorded in greater detail.

Form 8 -K dated November 4, 2013

3. We believe that your earnings release gives undue prominence to the presentation and
discussion of non -GAAP measures.  For instance, we note your references to Adjusted
Cash From Facility Operations (CFFO), Adjusted EBITDAR, and EBITDAR margin in
the introduction of the earnings release without references to the corresponding
comparable GAAP measures.  In addition, we note that you give undue prominence to the
presentation and discussion of the non -GAAP measures throughout the earnings release.
Accordingly, we believe that you should revise future earnings releases to comply with
the reporting requirements of Item 10(e) of Regulation S -K.  Refer to Instruction 2 to
Item 2 -02 of Form 8 -K in this regard.

4. We note that you reported Adjusted CFFO per share, which is a non -GAAP liquidity
measure per share.  We believe it is not appropriate to present a non -GAAP liquidity
measure per share in you filings with us, includ ing your Form 8 -K earnings releases.
Please revise in future filings to delete the Adjusted CFFO per share presentation.  We
refer you to the guidance in Question 102.05 of the Compliance and Disclosure
Interpretation of Non -GAAP Financial Measures dated July 8, 2011.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

Ralph A. Beattie
Capital Senior Living Corporation
November 20, 2013
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

You may contact Claire DeLabar , Senior Staff Accountant, at (202) 551 -3349 or Terry
French, Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor, at (202) 551 -6971  or Kathleen Krebs, Special Counsel , at (202) 551 -3350 or me at
(202) 551 -3810 with any other ques tions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director