SecProbe.io

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CAPITAL

SENIOR

LIVING

CORPORATION

June 29, 2005

Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
Washington, D.C. 20549

         RE:      Capital Senior Living Corporation
                  Form 10-K for Fiscal Year Ended December 31, 2004
                  Filed March 10, 2005
                  Form 10-Q for Fiscal Quarter Ended March 31, 2005
                  Filed May 6, 2005
                  File No. 1-13445

Dear Mr. Spirgel,

     We are  transmitting  the  following  responses  of Capital  Senior  Living
Corporation  (the  "Company")  to the  comments of the  Securities  and Exchange
Commission's (the  "Commission")  staff (the "Staff") as set forth in the letter
of Larry  Spirgel,  Assistant  Director,  dated  June  16,  2005  (the  "Comment
Letter").  We have enclosed for your reference a copy of the Comment Letter. The
responses  have been  numbered and headings  have been used to correspond to the
comments  as  entitled  and  numbered  in the  Comment  Letter.  The page number
references correspond to the page numbers in filings referenced above.

Form 10-K for the fiscal year ending December 31, 2004
------------------------------------------------------

     Item 9A. Controls and Procedures, page 46
     -----------------------------------------

1. We note your  disclosure  in Forms 10-K and 10-Q that your  "Chief  Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective in recording, processing,  summarizing and
reporting,  on a timely  basis,  information  required  to be  disclosed  by the
Company in the reports that it files or submits under the Exchange  Act." Revise
in future  filings  to  clarify,  if true,  that your  disclosure  controls  and
procedures  are  also  effective  to  ensure  that  information  required  to be
disclosed  in the  reports  that you file or submit  under the  Exchange  Act is

             14160 DALLAS PARKWAY * SUITE 300 * DALLAS, TEXAS 75254
          PHONE 972-770-5600 * FAX 972-770-5666 * www.capitalsenior.com

<PAGE>

accumulated and communicated to your management,  including your Chief Executive
Officer  and  Chief  Financial  Officer,  to allow  timely  decisions  regarding
required disclosure. See Rule 13a-15(e) of the Exchange Act. Alternatively,  you
may simply  state,  if  correct,  that your Chief  Executive  Officer  and Chief
Financial  Officer  concluded that your  disclosure  controls and procedures are
effective.

     The Company will revise future  filings,  beginning with the Company's Form
10-Q  for the  quarterly  period  ending  June 30,  2005,  to  clarify  that the
Company's  disclosure  controls and  procedures  are  effective  (if true).  The
Company plans to reword its disclosure as follows (if true):

          The  Company's  management,  with the  participation  of the
          Company's   Chief   Executive   Officer  ("CEO")  and  Chief
          Financial  Officer ("CFO"),  has evaluated the effectiveness
          of the Company's disclosure controls and procedures (as such
          term is defined in Rules  13a-15(e) and 15d-15(e)  under the
          Exchange  Act) as of the end of the  period  covered by this
          report. The Company's disclosure controls and procedures are
          designed to ensure that information required to be disclosed
          by the Company in the reports that it files or submits under
          the  Exchange  Act is recorded,  processed,  summarized  and
          reported within the time periods specified in the Securities
          and  Exchange  Commission's  rules  and  forms.   Disclosure
          controls  and  procedures  are also  designed to ensure that
          such  information is  accumulated  and  communicated  to the
          Company's   management,   including  the  CEO  and  CFO,  as
          appropriate  to allow timely  decisions  regarding  required
          disclosure.

          Based upon the controls  evaluation,  the  Company's CEO and
          CFO have concluded that, as of the end of the period covered
          by  this  report,  the  Company's  disclosure  controls  and
          procedures are effective.

     Consolidated Statement of Operations, page F-4
     ----------------------------------------------

2. Refer to your item depreciation and amortization.  In future filings,  revise
to comply with SAB 11:B.

     The Company will revise future  filings,  beginning with the Company's Form
10-Q  for the  quarterly  period  ending  June  30,  2005,  to  comply  with the
requirements  of SAB 11:B.  The Company will reword the Operating  expenses line
item as follows:

          Operating   expenses    (exclusive   of   depreciation   and
          amortization shown separately below)

     Notes to Consolidated  Financial Statements Stock Based Compensation,  page
     ---------------------------------------------------------------------------
F-12
----

3. We note that you are adopting SFAS 123(R) in the upcoming year but are unable
to provide an estimate of the impact of implementing this guidance.  Please tell

<PAGE>

us the facts and  circumstances  that lead you to be  uncertain  of an estimate.
Also,  please disclose an estimate of the options that have been granted and not
yet vested.

     The Company is not able to predict,  at this time, the future impact of FAS
123(R) because the impact of FAS 123(R) will depend on the levels of share-based
payments  granted in the  future and the terms  under  which  those  share-based
payments will be granted.  In the Company's 10-K for the year ended December 31,
2004 and in the  Company's  10-Q for the three months ended March 31, 2005,  the
Company  disclosed  in Footnote 2 under the caption  "Stock-Based  Compensation"
that if the Company had adopted FAS 123(R) in prior  periods,  the impact of the
standard would have approximated the impact of Statement 123.  Statement 123 pro
forma  information,  included  in  Footnote  2 of the notes to the  consolidated
financial  statements,  reflects  fair value stock  expense,  net of tax of $0.7
million and $0.6 million for the year ended  December 31, 2004 and for the three
months ended March 31, 2004, respectively.

     The Company did not disclose in either the 10-K for the year ended December
31,  2004 or the 10-Q for the three  months  ended March 31, 2005 an estimate of
adopting FAS 123(R) based on the share-based  payments then  outstanding.  As of
December  31, 2004 and as of March 31, 2005,  the Company had  unvested  options
outstanding of 282,226 and 110,750, respectively.  Using the Black-Scholes model
and based on the outstanding  options as of December 31, 2004, the future impact
of  adopting  the new  standard  would  result in $0.8  million in  compensation
expense,  net of tax benefits.  Using the  Black-Scholes  model and based on the
outstanding  options as of March 31, 2005, the future impact of adopting the new
standard  would  result in $0.2  million  in  compensation  expense,  net of tax
benefits.  The  reduction in future  compensation  expense  between the 10-K for
fiscal 2004 and the 10-Q for the first  quarter of 2005  primarily  results from
the decision of the Company's  Compensation  Committee of the Board of Directors
to accelerate the vesting on certain options issued (originally  scheduled to be
fully vested by December 2005) to certain officers and employees of the Company.
The Compensation Committee's decision to accelerate the vesting of these options
was in response to the FASB's issuance of Statement  123(R). By accelerating the
vesting of these options, the Company believes it will potentially result in the
Company not being  required to recognize  any  compensation  expense  related to
these options.

     The  Company  will  disclose  the effect of FAS  123(R) on the  share-based
payments  outstanding as of the end of the applicable  period beginning with the
Company's Form 10-Q for the quarterly period ending June 30, 2005.

     Acquisitions, page F-18
     -----------------------

4. It  appears  that you have  concluded  that  certain of your  investments  in
partnerships and joint ventures were not variable interest entities.  Tell us in
sufficient  detail how you applied the guidance in FIN 46R to your investment in
the BRE/CSL  entities.  In this regard,  please discuss your  evaluation of your
equity interests, your management agreements and any debt guarantees.

<PAGE>

     The Company is party to three joint ventures  ("BRE/CSL") with an affiliate
of  Blackstone  Real  Estate  Partners  ("Blackstone").  BRE/CSL is owned 90% by
Blackstone  and 10% by the Company,  and each party must  contribute its prorata
share of the  costs  of the  joint  venture.  The  Company  accounts  for  these
investments  under the equity  method of  accounting.  The Company  recorded its
initial  investments  at cost  and  adjusts  its  investments  for its  share of
earnings  and losses of  BRE/CSL.  In  addition,  the  Company  manages  the six
communities  owned  by  BRE/CSL  under  long-term  management   contracts.   The
management  contracts  provide for a management fee of 5% of net revenue.  These
management contracts contain substantially the same terms, economic benefits and
requirements as management contracts on communities that the Company manages for
unrelated third-party owners.

     Each of the six  communities  owned by BRE/CSL is encumbered  with mortgage
debt.  This debt is  non-recourse  and is  secured by the real  property  of the
community.  With the exception of one community,  the Company has not guaranteed
any of the debt of these six communities. With regards to the one community, the
Company did  guarantee  25% or $1.9 million in debt related to the  community in
order to induce Bank One to allow the debt to be assumed by BRE/CSL. The Company
concluded that its liability  related to this debt was nominal based on the fact
that the debt is  secured by the real  property  of the  community  and that the
community's cash flow is sufficient to meet its obligations.

     In  evaluating  the  requirements  of FIN 46R and  its  application  to the
Company's   investment  in  BRE/CSL,   the  Company   considered  the  following
information:

     o    Investments  in BRE/CSL by Blackstone  (90%) and the Company (10%) are
          made on a prorata  share based on the party's  equity  interest.  This
          includes  the  costs  of  initial   investment,   capital  expenditure
          requirements of the communities and any working capital if required.

     o    BRE/CSL residual returns or losses are shared on a prorata basis based
          on the party's equity interest in BRE/CSL.

     o    Voting interest in BRE/CSL is based on each party's equity interest.

     o    The debt that the Company  guaranteed  is secured by the real property
          of the community and the  community's  cash flow is sufficient to meet
          its  obligations,  resulting in the Company  considering its liability
          relating to this guarantee as nominal.

     As a result of the  foregoing,  the Company  concluded  that it was not the
primary beneficiary of BRE/CSL and, therefore,  made the decision to account for
its investment under the equity method of accounting.

Closing and General Statements
------------------------------

     The Company acknowledges that:

<PAGE>

     o    the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in filings;

     o    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

     o    the  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

     The Company acknowledges the Commission's comments.  These general comments
have been noted and/or complied with to the extent applicable to future filings.

     Please do not hesitate to call the undersigned at (972) 770-5600 if you
have any  questions  or  comments  regarding  the  foregoing  or if we can be of
service in facilitating your review of this filing.

                                       Sincerely,

                                       /s/ Ralph A. Beattie
                                       ---------------------------------------
                                       Ralph A. Beattie
                                       Executive Vice President
                                       Chief Financial Officer

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