SecProbe.io

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 Acceleration Request

 SONIDA SENIOR LIVING, INC.
 14755 Preston Rd, Ste 810 Dallas,
TX 75254 January 2, 2026 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Sonida Senior Living, Inc.
 Registration Statement on Form S-4
 File No. 333-292187
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Sonida Senior Living, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement on Form S-4 to 9:00 a.m., Eastern Time, on January 6, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Fried, Frank, Harris, Shriver & Jacobson LLP
request by telephone that such Registration Statement be declared effective. Please contact Philip Richter, Esq. of Fried, Frank, Harris,
Shriver & Jacobson LLP at (212) 859-8763 or by email at Philip.Richter@friedfrank.com or Erica Jaffe, Esq. of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8442 or by email at Erica.Jaffe@friedfrank.com, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 SONIDA SENIOR LIVING, INC.

 /s/ Tabitha T. Bailey

 Tabitha T. Bailey

 Senior Vice President and Chief Legal Officer

 cc:

 Edward A. Deibert, Esq., Arnold & Porter Kaye Scholer LLP
 Therese Fox, Esq., Arnold & Porter Kaye Scholer LLP
 Brady Randall, Esq., Arnold & Porter Kaye Scholer LLP

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CORRESP

 SONIDA SENIOR LIVING, INC.

 October 8, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Sonida Senior Living, Inc.

Registration Statement on Form S-3 (File No. 333-282375)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Sonida Senior Living,
Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:00 p.m., Central Time, on Thursday, October 10, 2024, or as soon as practicable thereafter.

 Please notify Paul S. Conneely of Norton Rose Fulbright US LLP, counsel to the Company, at (214)
855-7478 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

SONIDA SENIOR LIVING, INC.

By:

/s/ David Brickman

Name:

David R. Brickman

Title:

Senior Vice President, General Counsel and Secretary

October 7, 2024
Brandon Ribar
President and Chief Executive Officer
Sonida Senior Living, Inc.
14755 Preston Road
Suite 810
Dallas, TX 75254
Re:Sonida Senior Living, Inc.
Registration Statement on Form S-3
Filed September 27, 2024
File No. 333-282375
Dear Brandon Ribar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Paul Conneely

July 26, 2024
Brandon Ribar
President and Chief Executive Officer
Sonida Senior Living, Inc.
14755 Preston Road, Suite 810
Dallas, TX 75254
Re:Sonida Senior Living, Inc.
Registration Statement on Form S-3
Filed July 19, 2024
File No. 333-280906
Dear Brandon Ribar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Paul Conneely, Esq.

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CORRESP

 SONIDA SENIOR LIVING, INC.

 July 26, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Sonida Senior Living, Inc.

Registration Statement on Form S-3 (File No. 333-280906)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Sonida Senior Living,
Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Central Time, on July 30, 2024, or as soon as practicable thereafter.

Please notify Paul S. Conneely of Norton Rose Fulbright US LLP, counsel to the Company, at (214)
855-7478 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

SONIDA SENIOR LIVING, INC.

By:

/s/ David R. Brickman

Name:

David R. Brickman

Title:

Senior Vice President,

General Counsel and Secretary

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 SONIDA SENIOR LIVING, INC.

 October 23, 2023

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Sonida Senior Living, Inc.

Registration Statement on Form S-3, as amended (File
No. 333-273716)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Sonida Senior Living,
Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:00 p.m., Central Time, on Wednesday, October 25, 2023, or as soon as practicable thereafter.

 Please notify Paul S. Conneely of Norton Rose Fulbright US LLP, counsel to the Company, at (214)
855-7478 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

SONIDA SENIOR LIVING, INC.

By:

 /s/ David R. Brickman

Name:

David R. Brickman

Title:

Senior Vice President,

General Counsel and Secretary

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CORRESP

 Sonida Senior Living, Inc.

September 1, 2023

Via EDGAR

Ms. Lauren Nguyen; Mr. Nicholas O’Leary

 Division
of Corporation Finance

 U.S. Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 SONIDA SENIOR LIVING, INC.

Registration Statement on Form S-3 (the “Form
S-3”)

 Filed August 4, 2023

File No. 333-273716

Dear Ms. Nguyen and Mr. O’Leary:

 This letter
sets forth the responses of Sonida Senior Living, Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) received by letter dated August 18, 2023 to Mr. Brandon Ribar, Chief Executive Officer of the Company (the “Comment Letter”), with respect to the above-referenced filing. For the convenience
of the Staff, we have set forth below, in boldface type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto. Finally, we acknowledge that the Company is responsible for the adequacy and
accuracy of its disclosures.

 Registration Statement on Form S-3 filed August 4, 2023

General

1.
 A portion of the securities you are registering appear related to an indirect primary offering for investors
in an equity line financing. In these circumstances, we view the transaction to be a primary offering that can only proceed on an at-the-market basis under Rule
415(a)(4) if the company is eligible to conduct a primary offering on Form S-3. We further note your recent defaults on loans with Fannie Mae and Protective Life Insurance Company. We note you became current,
as of August 4, 2023, for one of the properties that was in default with Protective Life Insurance Company. Please provide us with a detailed analysis supporting your eligibility to use Form S-3, focusing
on whether any such defaults, in the aggregate, are material to the financial position of your company and its consolidated and unconsolidated subsidiaries, taken as a whole. See General Instruction I.A.4 of Form
S-3 and refer to the guidance provided in Question 115.12 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act Forms.

Response: The Company respectfully disagrees with the Staff’s characterization of the equity commitment agreement (the “Conversant Agreement”)
entered into on June 29, 2023 between the Company and affiliates of Conversant Capital, LLC (“Conversant”). The Conversant Agreement is fundamentally different than an equity line financing in many respects. Most importantly, the
Conversant Agreement requires Conversant to purchase shares of common stock from the Company at a fixed price of $10.00 per share and all other terms of the transactions contemplated by the Conversant Agreement were known, and contractually agreed
upon, upon the signing of the Conversant Agreement. Unlike an

Ms. Lauren Nguyen; Mr. Nicholas O’Leary

 Securities and Exchange Commission

September 1, 2023

 Page 2

 equity line financing, the purchase price under the Conversant Agreement does not fluctuate based upon a
formula derived from the market price of the Company’s common stock at the time of a drawdown. Conversant is contractually obligated to acquire the agreed upon number of shares without regard to market conditions at such time and has no right
to decline. Similar to a traditional private placement “PIPE” transaction, stock option or warrant, Conversant bears the risk of the Company’s stock price trading upwards or downwards following Conversant’s binding obligation to
acquire the shares at a fixed price. Accordingly, the Company does not believe Rule 415(a)(4), which provides that the shares are offered “at other than a fixed price,” applies, and the Conversant Agreement does not constitute an equity
line financing pursuant to C&DI 139.12, which provides that the number of shares that the company will actually issue in the equity line financing “is determined by a formula tied to the market price of the securities at the time when the
company exercises the put.”

 In addition, since December 31, 2022 the Company has not defaulted on any installment(s) on indebtedness for
borrowed money in any material respect. With respect to Fannie Mae, for several months the Company had been in negotiations with Fannie Mae to reduce its debt obligations and had reached an agreement in principle with Fannie Mae on the terms of the
restructuring. These negotiations resulted in the Company and Fannie Mae entering into a Forbearance Agreement, effective June 1, 2023; Schedule 12 of the Forbearance Agreement specified the agreed upon restructuring terms that would be
included in amended loan documents. The Forbearance Agreement (rather than proceeding directly to amended loan documents) was necessary to provide Fannie Mae the time required to resolve certain securitization positions to ultimately support a
modified debt structure. The terms of the Forbearance Agreement and related loan modification documents will reduce the payment terms of the Company’s loans with Fannie Mae in several respects (e.g., reduced interest, reduced principal)
and also extend contractual maturities. The Forbearance Agreement requires Fannie Mae to use commercially reasonable efforts to enter into the loan modification documents by September 30, 2023 on the terms previously agreed upon by the parties
in Schedule 12. During the period between June 1, 2023 (the effective date of Forbearance Agreement) and the date the parties enter into the loan modifications, Fannie Mae has contractually agreed to allow the Company to make debt service
payments that are less than the regularly scheduled amounts upon the terms agreed upon and to forbear from exercising any remedies with respect thereto. As a result of the Company and Fannie Mae’s binding agreement to permit the subsequent
reduced debt service payments by the Company under its Fannie Mae loans, such reduced payments do not constitute a material default and do not render the Company ineligible from using Form S-3.

With respect to Protective Life Insurance Company (“Protective Life”), the Company elected not to make certain principal and interest payments due
under four non-recourse mortgage loan agreements in order to stress to the lender the need to restructure this debt. The Protective Life loans are secured by four underperforming communities owned by
subsidiaries of the Company that do not generate sufficient cash flow to service the debt obligations under such loans while responsibly reinvesting in the physical plant. As a result, the Company desires to restructure such debt obligations or, in
the event it is unable to do so, turn over such communities (i.e., its non-recourse collateral) to Protective Life. The mortgage loan agreements provide Protective Life with the option to accelerate the
indebtedness and/or foreclose on the mortgaged property in the event of a missed payment and, to date, Protective Life has not exercised such option or taken any other action. In any event, the Company does not believe these four communities and the
related mortgage debt are material to the Company given the underperformance of such communities, the non-recourse nature of the debt obligations and the fact that such communities comprise of only four of the
Company’s portfolio of 62 owned senior living communities, as of June 30, 2023. Subsequently, on August 4, 2023, the Company made a payment of $672,000 to bring its loan current on one of the four
non-compliant communities, which community had recovered from its previously poor performance.

Ms. Lauren Nguyen; Mr. Nicholas O’Leary

 Securities and Exchange Commission

September 1, 2023

 Page 3

 The Company has reviewed the other eligibility requirements for Form
S-3 set forth in General Instruction I.A of Form S-3, including the timely filing of all required Exchange Act reports during the twelve month period preceding the
filing of the registration statement, and believes it is eligible to use Form S-3.

2.
 Please revise the exhibit table and file all shareholder agreements and debt agreements related to the
transactions described in your registration statement, which would include:

•

 November 21, 2021 Financing Agreement;

•

 Equity Commitment Agreement;

•

 Investor Rights Agreement; and

•

 Registration Rights Agreement.

We also note that you incorporate by reference to your Form 8-K filed on July 5, 2023 and that
the Equity Commitment Agreement is further incorporated by reference in that Form 8-K. However, you need to identify and file that agreement separately and may not “double incorporate.” See
Securities Act Rule 411(e).

 Response: In response to the Staff’s comment, the Company will amend the Form
S-3 to include each of the agreements set forth above as exhibits.

3.
 Please revise to disclose that each of the selling shareholder is an underwriter.

Response: For the reasons noted above, the Company believes that the Conversant Agreement does not constitute an equity line of financing, and as a result,
Conversant is not an underwriter and is not required to be named an underwriter pursuant to C&DI 139.13. Conversant is a significant stockholder of the Company that has agreed to acquire additional shares of common stock for investment purposes
in the ordinary course of its business as an investment manager and not with the view to re-sell or distribute such shares in the open market.

******

 Should any member of the
Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to call David R. Brickman at (972) 308-8366 or Paul
S. Conneely at (214) 855-7478.

Sincerely,

/s/ Brandon M. Ribar

Brandon M. Ribar

 President and Chief Executive Officer

 Sonida
Senior Living, Inc.

Ms. Lauren Nguyen; Mr. Nicholas O’Leary

 Securities and Exchange Commission

September 1, 2023

 Page 4

cc:
 David R. Brickman, Sonida Senior Living, Inc.

Paul S. Conneely, Norton Rose Fulbright US LLP

United States securities and exchange commission logo
August 18, 2023
Brandon Ribar
Chief Executive Officer
SONIDA SENIOR LIVING, INC.
14755 Preston Road, Suite 810
Dallas, Texas 75254
Re:SONIDA SENIOR LIVING, INC.
Registration Statement on Form S-3
Filed August 4, 2023
File No. 333-273716
Dear Brandon Ribar:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 4, 2023
General
1.A portion of the securities you are registering appear related to an indirect primary
offering for investors in an equity line financing. In these circumstances, we view the
transaction to be a primary offering that can only proceed on an at-the-market basis under
Rule 415(a)(4) if the company is eligible to conduct a primary offering on Form S-3. We
further note your recent defaults on loans with Fannie Mae and Protective Life Insurance
Company. We note you became current, as of August 4, 2023, for one of the properties
that was in default with Protective Life Insurance Company. Please provide us with a
detailed analysis supporting your eligibility to use Form S-3, focusing on whether any
such defaults, in the aggregate, are material to the financial position of your company and
its consolidated and unconsolidated subsidiaries, taken as a whole. See General Instruction

 FirstName LastNameBrandon Ribar
 Comapany NameSONIDA SENIOR LIVING, INC.
 August 18, 2023 Page 2
 FirstName LastName
Brandon Ribar
SONIDA SENIOR LIVING, INC.
August 18, 2023
Page 2
I.A.4 of Form S-3 and refer to the guidance provided in Question 115.12 of the Division
of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act
Forms.
2.Please revise the exhibit table and file all shareholder agreements and debt agreements
related to the transactions described in your registration statement, which would include:
•November 21, 2021 Financing Agreement;
•Equity Commitment Agreement;
•Investor Rights Agreement; and
•Registration Rights Agreement.
We also note that you incorporate by reference to your Form 8-K filed on July 5, 2023 and
that the Equity Commitment Agreement is further incorporated by reference in that Form
8-K. However, you need to identify and file that agreement separately and may not
"double incorporate." See Securities Act Rule 411(e).

3.Please revise to disclose that each of the selling shareholder is an underwriter.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at (202) 551-4451 or Lauren Nguyen at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Paul Conneely, Esq.

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CORRESP

 SONIDA SENIOR LIVING, INC.

 May 5, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Sonida Senior Living, Inc.

Registration Statement on Form S-3 (File No. 333-271545)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Sonida Senior Living,
Inc. (the “Company”) hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Central Time, on Tuesday, May 9, 2023, or as soon as practicable thereafter.

Please notify Paul S. Conneely of Norton Rose Fulbright US LLP, counsel to the Company, at (214)
855-7478 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

SONIDA SENIOR LIVING, INC.

By:

/s/ David R. Brickman

Name: David R. Brickman

Title: Senior Vice President, General Counsel and Secretary

United States securities and exchange commission logo
May 4, 2023
Brandon Ribar
President and Chief Executive Officer
Sonida Senior Living, Inc.
14755 Preston Road, Suite 810
Dallas, Texas 75254
Re:Sonida Senior Living, Inc.
Registration Statement on Form S-3
Filed on May 1, 2023
File No. 333-271545
Dear Brandon Ribar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Paul Conneely, Esq.

United States securities and exchange commission logo
September 20, 2022
Kevin Detz
Chief Financial Officer
Sonida Senior Living, Inc.
16301 Quorum Drive, Suite 160A
Addison, TX 75001
Re:Sonida Senior Living, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
File No. 001-13445
Dear Mr. Detz:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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CORRESP

 Sonida Senior Living, Inc.

August 2, 2022

 Ms. Tara Harkins;
Mr. Eric Atallah

 Division of Corporation Finance

Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Sonida Senior Living, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021 (the “Form 10-K”)

 Filed April 15, 2022

Form 8-K Filed May 23, 2022 (the “Form
8-K”)

 File No. 001-13445

 Dear Ms. Harkins and Mr. Atallah:

 This letter
sets forth the responses of Sonida Senior Living, Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) received by letters dated June 24, 2022 and July 19, 2022 to Ms. Kimberly Lody, Chief Executive Officer of the Company (the “Comment Letter”) with respect to the above-referenced
filings. For the convenience of the Staff, we have set forth below, in boldface type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto. Finally, we acknowledge that the Company is responsible
for the adequacy and accuracy of its disclosures.

 Form 8-K Filed May 23, 2022

Exhibit 99.1

 Reconciliation of Non-GAAP Measures, page 0

 1.    We note your response to prior comment 2 that
excluding certain corporate overhead expenses from your non-GAAP measures including all of general and administrative expenses is appropriate and relevant for your stakeholders. However, your response does not
address how these non-GAAP measures comply with the guidance in Question 100.01 of the Non-GAAP Financial Measures C&DI, given that these expenses appear to be
normal, recurring cash operating expenses necessary to operate your business. Please revise your future filings to remove this adjustment from your non-GAAP measures or, as previously requested, explain to us
in detail why this adjustment is appropriate based upon the guidance in Question 100.01 of the Non-GAAP Financial Measures C&DIs.

Response: In response to the Staff’s comment, beginning with the Supplemental Information contained within Exhibit 99.1 of the
Form 8-K for the Company’s Second Quarter 2022, we will prospectively disclose same-store net operating income inclusive of general and administrative expense and resulting margin in accordance with the
guidance in Question 100.01 of the Non-GAAP Financial Measures C&DI. Within this same Supplemental Information table, the Company will also disclose same-store net operating income, excluding general and
administrative expenses, and resulting margin percentage. The Company believes this additional level of disclosure allows investors to evaluate operating performance of the Company’s real estate portfolio with and without
General & Administrative expenses and provides additional insight specifically to its real estate portfolio.

******

 Ms. Tara Harkins; Mr. Eric Atallah

Securities and Exchange Commission

 August 2, 2022

Page 2

 Should any member of the Staff have any questions or additional comments regarding the
Company’s responses to the Staff’s comments set forth above, please do not hesitate to call David R. Brickman at (972) 308-8366 or me at (972) 308-8343.

Sincerely,

 /s/ Kevin Detz

Kevin Detz

Executive Vice President and Chief Financial Officer

Sonida Senior Living, Inc.

cc:
 Kimberly Lody, Sonida Senior Living, Inc.

David R. Brickman, Sonida Senior Living, Inc.

Timothy Cober, Sonida Senior Living, Inc.

Paul S. Conneely, Norton Rose Fulbright US LLP

United States securities and exchange commission logo
July 19, 2022
Kimberly Lody
Chief Executive Officer
Sonida Senior Living, Inc.
16301 Quorum Drive, Suite 160A
Addison, TX 75001
Re:Sonida Senior Living, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
Form 8-K Filed May 23, 2022
File No. 001-13445
Dear Ms. Lody:
            We have reviewed your July 8, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 24, 2022 letter.

Form 8-K Filed May 23, 2022
Exhibit 99.1
Reconciliation of Non-GAAP Measures, page 0
1.We note your response to prior comment 2 that excluding certain corporate overhead
expenses from your non-GAAP measures including all of general and administrative
expenses is appropriate and relevant for your stakeholders.  However, your response does
not address how these non-GAAP measures comply with the guidance in Question 100.01
of the Non-GAAP Financial Measures C&DI, given that these expenses appear to be
normal, recurring cash operating expenses necessary to operate your business. Please

 FirstName LastNameKimberly Lody
 Comapany NameSonida Senior Living, Inc.
 July 19, 2022 Page 2
 FirstName LastName
Kimberly Lody
Sonida Senior Living, Inc.
July 19, 2022
Page 2
revise your future filings to remove this adjustment from your non-GAAP measures or, as
previously requested, explain to us in detail why this adjustment is appropriate based upon
the guidance in Question 100.01 of the Non-GAAP Financial Measures C&DIs.
            You may contact Tara Harkins at (202) 551-3639 or Eric Atallah, Reviewing
Accountant, at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 Sonida Senior Living, Inc.

July 8, 2022

 Via
EDGAR

 Ms. Tara Harkins; Mr. Eric Atallah

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 Sonida Senior Living, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021 (the “Form 10-K”)

 Filed April 15, 2022

Form 8-K Filed May 23, 2022 (the “Form
8-K”)

 File No. 001-13445

 Dear Ms. Harkins and Mr. Atallah:

 This
letter sets forth the responses of Sonida Senior Living, Inc. (the “Company”) to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) received by letter dated June 24, 2022 to Ms. Kimberly Lody, Chief Executive Officer of the Company (the “Comment Letter”) with respect to the above-referenced filings. For the convenience of
the Staff, we have set forth below, in boldface type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto. Finally, we acknowledge that the Company is responsible for the adequacy and accuracy
of its disclosures.

 Form 10-K for the Fiscal Year ended December 31, 2021

Consolidated Statements of Operations and Comprehensive Income (Loss), page F-5

1.
 Please revise future filings to remove the stock-based compensation line item from the face of your
statements of operations. As indicated in SAB Topic 14-F, you may present stock-based compensation expense in a parenthetical note to the appropriate income statement line items or in the notes to the
financial statements or within MD&A.

 Response: In response to the Staff’s comment, the Company
will include stock-based compensation expense within the Notes to Consolidated Financial Statements, as indicated in SAB Topic 14-F, in future filings.

Form 8-K Filed May 23, 2022

Exhibit 99.1

 Reconciliation of Non-GAAP Measures, page 0

2.
 We note your non-GAAP measures, Consolidated Net Operating Income
Margin and Same-Store Net Operating Income, exclude all general and administrative expenses. Please tell us why you believe the adjustment for general and administrative expenses is consistent with the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, given that these expenses appear to be normal, recurring cash operating expenses necessary to operate your business.

 Ms. Tara Harkins; Mr. Eric Atallah

Securities and Exchange Commission

 July 8, 2022

 Page
 2

 Response: Because a significant component of our core business involves acquiring,
divesting, and financing assets that are valued on capitalization rates at the asset level, we believe the exclusion of certain corporate overhead from our non-GAAP profitability measures, including and
specifically general and administrative expenses, is appropriate and relevant for our stakeholders. Additionally, we believe such exclusion is useful to analysts and investors as it provides an additional method for assessing the operating results
of the Company’s real estate purely based on asset level expenses and independent of the corporate entity’s general and administrative expenses. Finally, through supplemental reporting included in their filings, other public companies in
the senior housing section also present operating margin excluding corporate overhead.

3.
 We note your disclosure that Adjusted CFFO is a non-GAAP liquidity
measure. Given that Adjusted CFFO is a liquidity measure, please revise future filings to provide a reconciliation to the comparable GAAP measure, which appears to be net cash provided by operating activities. Refer to Item 10(e)(1)(i)(A) and
(B) of Regulation S-K.

 Response: In response to the
Staff’s comment, the Company will revise future filings to cease presenting Adjusted CFFO in accordance with Item 10(e)(1)(i)(A) and (B) of Regulation S-K.

******

 Should any member of the
Staff have any questions or additional comments regarding the Company’s responses to the Staff’s comments set forth above, please do not hesitate to call David R. Brickman at (972) 308-8366.
Prospectively for all new matters, the Staff can direct all questions and comments to Kevin Detz, Executive Vice President and Chief Financial Officer, at (972) 308-8343.

Sincerely,

 /s/ Kimberly S. Lody

Kimberly S. Lody

President and Chief Executive Officer
Sonida Senior Living, Inc.

cc:
 Kevin Detz, Sonida Senior Living, Inc.

David R. Brickman, Sonida Senior Living, Inc.

Timothy Cober, Sonida Senior Living, Inc.

Paul S. Conneely, Norton Rose Fulbright US LLP

United States securities and exchange commission logo
June 24, 2022
Kimberly Lody
Chief Executive Officer
Sonida Senior Living, Inc.
16301 Quorum Drive, Suite 160A
Addison, TX 75001
Re:Sonida Senior Living, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
Form 8-K Filed May 23, 2022
File No. 001-13445
Dear Ms. Lody:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-5
1.Please revise future filings to remove the stock-based compensation line item from the
face of your statements of operations. As indicated in SAB Topic 14-F, you may present
stock-based compensation expense in a parenthetical note to the appropriate income
statement line items or in the notes to the financial statements or within MD&A.
Form 8-K Filed May 23, 2022
Exhibit 99.1
Reconciliation of Non-GAAP Measures, page 0
2.We note your non-GAAP measures, Consolidated Net Operating Income Margin and
Same-Store Net Operating Income, exclude all general and administrative expenses.

 FirstName LastNameKimberly Lody
 Comapany NameSonida Senior Living, Inc.
 June 24, 2022 Page 2
 FirstName LastName
Kimberly Lody
Sonida Senior Living, Inc.
June 24, 2022
Page 2
Please tell us why you believe the adjustment for general and administrative expenses is
consistent with the guidance in Question 100.01 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations, given that these expenses appear to
be normal, recurring, cash operating expenses necessary to operate your business.
3.We note your disclosure that Adjusted CFFO is a non-GAAP liquidity measure.  Given
that Adjusted CFFO is a liquidity measure, please revise future filings to provide a
reconciliation to the comparable GAAP measure, which appears to be net cash provided
by operating activities. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tara Harkins at (202) 551-3639 or Eric Atallah, Reviewing Accountant,
at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Acceleration Request

 CAPITAL SENIOR LIVING
CORPORATION

 May 4, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Capital Senior Living Corporation

 Registration Statement on Form S-3 (File
No. 333-237624)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Capital Senior Living
Corporation, on behalf of itself and Capital Senior Living Properties, Inc. (together, the “Company”), hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Eastern
Time, on Wednesday, May 6, 2020, or as soon as practicable thereafter.

 Please notify Paul S. Conneely of Norton Rose Fulbright US
LLP, counsel to the Company, at (214) 855-7478 upon the effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

CAPITAL SENIOR LIVING CORPORATION

 By: /s/ David R. Brickman

Name: David R. Brickman

Title: Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

Acceleration Request

 CAPITAL SENIOR LIVING CORPORATION

 April 17, 2017

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Capital Senior Living Corporation

Registration Statement on Form S-3 (File No. 333-215436)

Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

Capital Senior Living Corporation, on behalf of itself and Capital Senior Living Properties, Inc. (together, the “Company”), hereby
respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Eastern Time, on Wednesday, April 19, 2017, or as soon as practicable thereafter.

The Company hereby acknowledges to the Securities and Exchange Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

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

 Please notify Winston W. Walp, II of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7424 upon the
effectiveness of the Registration Statement or if you have any questions regarding this request.

 Very truly yours,

CAPITAL SENIOR LIVING CORPORATION

By:

/s/ David R. Brickman

Name:

David R. Brickman

Title:

Senior Vice President, General Counsel and Secretary

CORRESP
1
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CORRESP

 CAPITAL SENIOR LIVING CORPORATION

 March 2, 2017

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:  Capital Senior Living Corporation

Registration Statement on Form S-3 (File No. 333-215436)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Capital Senior Living
Corporation, on behalf of itself and Capital Senior Living Properties, Inc. (together, the “Company”), hereby respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Eastern
Time, on Monday, March 6, 2017, or as soon as practicable thereafter.

 The Company hereby acknowledges to the Securities and Exchange
Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

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

 Please notify Winston W. Walp, II of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7424 upon the
effectiveness of the Registration Statement or if you have any questions regarding this request.

Very truly yours,

CAPITAL SENIOR LIVING CORPORATION

By:

 /s/ David R. Brickman

Name:

David R. Brickman

Title:

Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

Acceleration Request

 CAPITAL SENIOR LIVING CORPORATION

 February 21, 2017

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Capital Senior Living Corporation

Registration Statement on Form S-3 (File No. 333-215436)

Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

Capital Senior Living Corporation, on behalf of itself and Capital Senior Living Properties, Inc. (together, the “Company”), hereby
respectfully requests that the effective date of the above referenced Registration Statement be accelerated to 3:30 p.m., Eastern Time, on Thursday, February 23, 2017, or as soon as practicable thereafter.

The Company hereby acknowledges to the Securities and Exchange Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

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

 Please notify Winston W. Walp, II of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7424 upon the
effectiveness of the Registration Statement or if you have any questions regarding this request.

 Very truly yours,

CAPITAL SENIOR LIVING CORPORATION

By: /s/ David R. Brickman

Name: David R. Brickman

 Title:
Senior Vice President, General Counsel and Secretary

Mail Stop 3720

February 1 6, 2017

Carey P. Hendrickson
Senior 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 Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 1-13445

Dear Mr. Hendrickson :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunica tions

CORRESP
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DISCOVER the difference

February 13, 2017

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Capital Senior Living Corporation

Form 8-K

Filed August 2, 2016

File No: 1-13445

Dear Mr. Spirgel:

This letter sets forth the additional response of Capital Senior Living Corporation (the “Company”) to the comment letter dated December 22, 2016 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission concerning the above-captioned Form 8-K.  For the convenience of the Staff, we have set forth below, in bold-face type, the text of the comment in the Comment Letter followed by the Company’s response thereto.

Form 8-K filed August 2, 2016

Exhibit 99.1

1.
We have read your response to comment 2 and we believe that your non-GAAP presentation of EBITDAR that excludes lease expense is inconsistent with Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.  Please revise in your next earnings release.

As discussed with the Staff, in the future, the Company will present Adjusted EBITDAR as a financial valuation measure, rather than as a financial performance or operating measure, and will no longer present Adjusted EBITDAR margin.  Attached as Exhibit A are portions of the Company’s third-quarter earnings release that reflect how the Company would propose to present Adjusted EBITDAR in the future.

Thank you for your consideration.  Because the Company expects to issue its next earnings release on or about February 28, 2017, the Company would appreciate the Staff’s prompt attention to its response.  Please do not hesitate to contact me at (972) 770-5600 with any questions or concerns.

Sincerely,

/s/ CAREY P. HENDRICKSON

Carey P. Hendrickson

Senior Vice President and Chief Financial Officer

Capital Senior Living Corporation

cc:

Claire DeLabar, Staff Accountant

Terry French, Accountant Branch Chief

Courtney Lindsay II, Staff Attorney

John C. Kennedy

     Paul, Weiss, Rifkind, Wharton & Garrison LLP

Exhibit A

Illustrative Non-GAAP Disclosure

[See attached]

Disclosure of Non-GAAP Financial Measures

Adjusted EBITDAR was $38.0 million in the third quarter of 2016, a 4.3% increase from the third quarter of 2015.  Adjusted EBITDAR is a financial valuation measure, rather than a financial performance measure, used by management and others to evaluate the value of companies in the senior living industry.  The three communities undergoing repositioning, lease-up or significant renovation and conversion, not included in Adjusted EBITDAR, generated an additional $0.8 million of EBITDAR.

Description of Non-GAAP Financial Measures

Adjusted EBITDAR is a financial valuation measure and Adjusted Net Income and Adjusted CFFO are financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).  Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with our results of operations as determined in accordance with GAAP.  As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Adjusted EBITDAR is a valuation measure commonly used by our management, research analysts and investors to value companies in the senior living industry.  Because Adjusted EBITDAR excludes interest expense and rent expense, it allows our management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements.

The Company believes that Adjusted Net Income and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of our primary business.  Adjusted Net Income and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry.

The Company strongly urges you to review on the last page of this release the reconciliation of income from operations to Adjusted EBITDAR and the reconciliation of net (loss) income to Adjusted Net (Loss) Income and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

Reconciliation of Non-GAAP Financial Measures

CAPITAL SENIOR LIVING CORPORATION

NON-GAAP RECONCILIATIONS

(In thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2016

2015

2016

2015

Adjusted EBITDAR

Income from operations

$

3,686

$

5,676

$

13,633

$

13,074

Depreciation and amortization expense

14,400

12,722

44,103

38,985

Stock-based compensation expense

2,479

2,301

7,482

6,745

Facility lease expense

15,500

15,321

46,150

45,875

Provision for bad debts

405

329

1,214

873

Casualty losses

634

306

1,069

827

Transaction and conversion costs

1,663

543

3,063

2,007

Communities being  repositioned/leased up

(779

)

(776

)

(2,434

)

(2,127

)

Adjusted EBITDAR

$

37,988

$

36,422

$

114,280

$

106,259

Adjusted Revenues

Total revenues

$

111,436

$

104,420

$

331,643

$

304,648

Communities being  repositioned/leased up

(4,399

)

(4,648

)

(13,198

)

(13,431

)

Adjusted revenues

$

107,037

$

99,772

$

318,445

$

291,217

Adjusted net (loss) income and Adjusted net (loss) income per share

Net (loss) income

$

(7,076

)

$

2,871

$

(17,507

)

$

(8,334

)

Casualty losses

634

306

1,069

827

Transaction and conversion costs

1,663

543

2,831

2,007

Resident lease amortization

2,583

3,029

9,593

10,836

Write-off of deferred loan costs and prepayment premium

-

102

-

973

Loss (Gain) on disposition of assets

16

(6,418

)

53

(6,247

)

Tax impact of Non-GAAP adjustments (37%)

(1,812

)

902

(5,012

)

(3,107

)

Deferred tax asset valuation allowance

2,976

(1,306

)

6,398

3,044

Tax impact of 4 property sale

-

1

-

292

Communities being  repositioned/leased up

334

289

994

995

Adjusted net (loss) income

$

(682

)

$

319

$

(1,581

)

$

1,286

Diluted shares outstanding

28,959

28,733

28,879

28,670

Adjusted net (loss) income per share

$

(0.02

)

$

0.01

$

(0.05

)

$

0.04

Adjusted CFFO

Net (loss) income

$

(7,076

)

$

2,871

$

(17,507

)

$

(8,334

)

Non-cash charges, net

19,597

9,466

59,466

42,861

Lease incentives

(1,968

)

-

(5,858

)

-

Recurring capital expenditures

(1,155

)

(1,109

)

(3,451

)

(3,291

)

Casualty losses

634

306

1,069

827

Transaction and conversion costs

1,663

543

2,831

2,007

Tax impact of 4 property sale

-

1

-

292

Tax impact of Spring Meadows Transaction

(106

)

(106

)

(318

)

(318

)

Communities being  repositioned/leased up

(1

)

(14

)

(92

)

143

Adjusted CFFO

$

11,588

$

11,958

$

36,140

$

34,187

CORRESP
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DISCOVER the difference

January 17, 2017

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Capital Senior Living Corporation

Form 8-K

Filed August 2, 2016

File No: 1-13445

Dear Mr. Spirgel:

This letter sets forth the response of Capital Senior Living Corporation (the “Company”) to the comment letter dated December 22, 2016 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission concerning the above-captioned Form 8-K. For the convenience of the Staff, we have set forth below, in bold-face type, the text of the comment in the Comment Letter followed by the Company’s response thereto.

Form 8-K filed August 2, 2016

Exhibit 99.1

1.

We have read your response to comment 2 and we believe that you r non-GAAP presentation of EBITDAR that excludes lease expense is inconsistent with Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. Please revise in your next earnings release.

The Company has reviewed the guidance within Question  100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016, which says that measures that add back normal, recurring cash operating expenses necessary to run the business could be misleading. The Company does not believe that the adjustments related to operating leases are misleading or are inappropriately adjusting for normal, recurring, cash operating expenses that are necessary to run the business. We currently operate 129 senior living communities, of which 79 are owned and 50 are leased from various Real Estate Investment Trusts (“REITS”). Although the leases are operating leases for accounting purposes, they have effectively served as financing arrangements for the Company as it has increased the number of its communities. For the same reason, we do not believe that the related rent expense is “necessary” to operate the business. Depending on market conditions and other factors, the Company will finance the acquisition of a community with either mortgage loans or operating lease transactions such that we could effectively operate our business without rent expense if all our properties were financed with mortgages. It has become more economical over time for the Company to purchase properties with indebtedness, and we have shifted our capital structure to favor more mortgage loans as opposed to facility leases over the past several years. In fact, if we no longer presented EBITDAR, based upon our current strategy our EBITDA would grow in future periods as a result of these financing decisions which have no bearing on our operations, such as our recent announcement that we have reached an agreement to buy four communities that we currently lease. Therefore, since they are effectively financing instruments, the Company believes

14160 Dallas Parkway Ste 300  |  Dallas, TX 75254  |   t 972-770-5600  |  f  972-770-5666  |  capitalsenior.com

that the operating leases are viewed differently by investors than normal, recurring, cash operating expenses necessary to operate the business, such as employee costs.

The purpose of the adjustments to remove rent expense and capitalize the Company’s existing operating leases as part of its Adjusted EBITDAR calculation is to provide a more meaningful comparison with the Company’s peers and to account for differences in capital structure and leasing arrangements, highlighting operating margin differences between business models. We believe that EBITDAR is a well understood and accepted non-GAAP measure by users of financial reports including investors and valuation specialists. For example, valuation specialists may value companies in our industries and others using a multiple of EBITDAR to neutralize the effect of these capital decisions which could vary by company. Research analysts covering the senior living operator industry (i) understand the purpose of the Company’s operating leases and their interchangeability with mortgage loans and (ii) have recognized EBITDAR and Adjusted EBITDAR as a preferred valuation metric because of its usefulness in normalizing capital structure and highlighting operating margin differences between business models. See, for example, the analyst report supplementally provided to the Staff in accordance with Rule 12b-4 under the Exchange Act.

Adjusted EBITDAR is also used to evaluate the operating performance of the Company. For example, the Company’s compensation programs and bonuses for certain of its officers, including the Company’s named executive officers, are partially based on the achievement of Adjusted EBITDAR targets. Finally, measures similar to Adjusted EBITDAR are utilized in the calculation of the financial covenants contained in the Company’s lease arrangements.

The Company acknowledges that Adjusted EBITDAR is a non-GAAP measure and should be considered in addition to, and not as a substitute for net earnings or other financial measures as determined in accordance with GAAP. In the future, the Company will clarify its disclosure, including the additional information described above, to describe the Company’s rationale for excluding rent expense from the calculation of Adjusted EBITDAR, including the Company’s view of the mortgage loans and facility leases as financing arrangements, the similarities of facility lease and interest expense and that the adjustments are useful to normalize capital structure, assess the performance of the Company’s core operations and promote comparability with the Company’s peers.

Thank you for your consideration of our views. Because the Company expects to issue its next earnings release on or about February 28, 2017, the Company would appreciate the Staff’s prompt attention to its response. Please advise us if we can provide any further information or assistance to facilitate your review, and please do not hesitate to contact me at (972) 770-5600 with any questions or concerns.

Sincerely,

/s/ CAREY  P. HENDRICKSON

Carey P. Hendrickson

Senior Vice President and Chief Financial Officer

Capital Senior Living Corporation

cc:

Claire DeLabar, Staff Accountant

Terry French, Accountant Branch Chief

Courtney Lindsay II, Staff Attorney

John C. Kennedy

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

CORRESP
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DISCOVER the difference

January 5, 2017

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Capital Senior Living Corporation

Form 8-K

Filed August 2, 2016

File No: 1-13445

                    Dear Mr. Spirgel:

Capital Senior Living Corporation (the “Company”) hereby acknowledges receipt of the comment letter dated December 22, 2016 (the “Comment Letter”) from the staff (the “Staff’”) of the Securities and Exchange Commission concerning the above-captioned Form 8-K.

The Company respectfully requests an extended period of time to respond to the Staff’s Comment Letter due to the holidays and the coordination of the preparation and review of the response to your questions by the Company’s advisers. As discussed with the Staff by representatives of the Company, the Company intends to file its written response to the Staff’s Comment Letter no later than January 18, 2017. Please do not hesitate to contact me at (972) 770-5600 with any questions or concerns.

Sincerely,

/s/ CAREY  P. HENDRICKSON

Carey P. Hendrickson

Senior Vice President and

Chief Financial Officer

Capital Senior Living Corporation

cc:

Claire DeLabar, Staff Accountant

Terry French, Accountant Branch Chief

Courtney Lindsay II, Staff Attorney

John Kennedy

      Paul, Weiss, Rifkind, Wharton & Garrison LLP

Mail Stop 3720

December 22, 2016

Carey P. Hendrickson
Senior 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 Fiscal Year Ended December 31, 2015
Response dated October 12, 2016
File No. 1-13445

Dear Mr. Hendrickson :

We have reviewed  your October 12 , 2016  response to our comment  letter  and have the
following comment .  Please co mply with the following comment  in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.

Please respond to th e comment  within ten  business days by providing the requested
information or advise us as soon as possible when you will respond.  If you  do not believe our
comment  appli es to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 8 -K filed Augus t 2, 2016

Exhibit 99.1

1. We have read your response to comment 2 and we believe that your non -GAAP
presentation of EBITDAR  that excludes lease  expense is inconsistent with Question
100.01 of the updated Non -GAAP Compliance and Disclosure Interpretations issued on
May 17, 2016.   Please revise in your next earnings release .

You may contact Claire DeLabar, Staff Accountant at (202) 551 -3349  or Terry French,
Accountant Branch Chief at (202) 551 -3828 or me at (202) 551 -3810  if you have questions

Carey P. Hendrickson
Capital Senior Living Corp.
December 22, 2016
Page 2

 regarding comments on the financial statements and related matters.  Please contact Courtney
Lindsay II, Staff Attorney at (202) 551 -7237  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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Response Letter

 October 12, 2016

Via EDGAR

Mr. Larry Spirgel

Assistant Director

 Division of
Corporation Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Re:

 Capital Senior Living Corporation

Form 10-K for Fiscal Year Ended December 31, 2015

Response dated August 8, 2016

File No. 1-13445

 Dear Mr. Spirgel:

This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 28, 2016 with respect to the above-referenced filing (the “Comment
Letter”). For the convenience of the Staff, we have set forth below, in bold face type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto.

Form 8-K filed August 2, 2016

Exhibit 99.1

 1.

 You present Adjusted CFFO per share, which appears to represent a non-GAAP liquidity measure in substance.
Please remove this per share measure or explain to us why you believe your presentation of Adjusted CFFO per share is consistent with the guidance of ASR 142 and Item 10(e) of Regulation S-K. See Question 102.05 of the updated Non-GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016.

 RESPONSE: The Company
respectfully acknowledges the Staff’s comment and while we believe our presentation of Adjusted CFFO per share complies with the applicable regulations, when preparing future earnings releases we will no longer present Adjusted CFFO on a per
share basis.

 Mr. Larry Spirgel

Securities and Exchange Commission

October 12, 2016

  Page
 2

 2.

 We note that you exclude lease expense from EBITDAR. Please explain to us why this is not a normal,
recurring, cash operating expense necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

RESPONSE: The Company notes the Staff’s comment and we acknowledge that non-GAAP financial measures of operating
performance may have material limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with Generally Accepted Accounting Principles (“GAAP”). We currently operate 128
senior living communities of which 78 are owned and 50 are leased from various Real Estate Investment Trusts (“REITs”). Essentially all of our owned communities carry fixed interest rate, long-term mortgage financing, whereby the principal
and interest payments are not included in the calculation of adjusted earnings before interest, taxes, depreciation, amortization, and rent (“Adjusted EBITDAR”). In addition, we incur facility lease expense (i.e., rent) on our 50 leased
communities. Regardless of whether the community is owned or leased, management views our mortgage loans and facility leases as financing arrangements. Therefore, when assessing the operating performance of each community and to promote
comparability to other senior living operators, regardless as to whether the communities are owned or leased, management seeks to remove the impacts of all financing and lease arrangements when reporting operating results. The Company believes its
current presentation of Adjusted EBITDAR is useful to analysts and investors because it provides an additional method for assessing the Company’s operating results that is focused on the performance of core operations and is consistent with how
management internally and others in our industry evaluate and assess operating results. However, as it relates to Adjusted EBITDAR, to clarify the similarities of facility lease and interest expense, and the removal of both facility lease and
interest expense when evaluating our operating performance, we will include language within our future earnings releases stating the impacts of both facility lease and interest expense are being removed due to the Company both owning and leasing its
senior living communities and that these adjustments are considered necessary for management to assess the performance of its core operations and to promote comparability to other senior living operators.

***

 In
addition, pursuant to your request, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.

 Please do not hesitate to contact me at (972) 770-5600 if you have any questions or further
comments.

 Sincerely,

/s/ CAREY P. HENDRICKSON

Carey P. Hendrickson

Senior Vice President and Chief Financial Officer

Capital Senior Living Corporation

 cc:

 Claire DeLabar, Staff Accountant

Terry French, Accountant Branch Chief

Courtney Lindsay II, Staff Attorney

Mail Stop 3720

September  28, 2016

Carey P. Hendrickson
Senior 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 Fiscal Year Ended December 31, 2015
Response dated August  8, 2016
File No. 1-13445

Dear Mr. Hendrickson :

We have reviewed  your August 8, 2016  response to our comment  letter  and have the
following comment s.  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 in formation so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you  do not believe our
comments apply to yo ur facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 8 -K filed August 2 , 2016

Exhibit 99.1

1. You present Adjusted CFFO per share, which appears to r epresent a non -GAAP liquidity
measure in substance.   Please remove this per share measure or explain to us why you
believe your presentation of Adjusted CFFO per share is consistent with the guidance of
ASR 142 and Item 10(e) of Regulation S -K.  See Questi on 102.05 of the updated Non -
GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

2. We note that you exclude lease expense from EBITDAR.   Please explain to us why this is
not a normal, recurring, cash operating expense necessary to operate your business. See

Carey P. Hendrickson
Capital Senior Liv ing Corp.
September 2 8, 2016
Page 2

 Question 100.01 of the updated Non -GAAP Compliance and Disclosure Interpretations
issued on May 17, 2016.

You may contact Claire DeLabar, Staff Accountant at (202) 551 -3349  or Terry French,
Accountant Branch Chief at (202) 551 -3828 or me at (202) 551 -3810  if you have questions
regarding comments on the financial statements and related  matters.  Please contact Courtney
Lindsay II, Staff Attorney at (202) 551 -7237  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

CORRESP

 August 8, 2016

Via EDGAR

 Mr. Larry Spirgel

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Capital Senior Living Corporation

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 26, 2016

Form 8-K

Filed May 3, 2016

File No. 1-13445

 Dear Mr. Spirgel:

This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comments of the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 26, 2016 with respect to the above-referenced filings (the “Comment Letter”). For
the convenience of the Staff, we have set forth below, in bold face type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto.

Form 8-K filed May 3, 2016

 Exhibit
99.1

1.
Please consider the updated Compliance and Disclosure Interpretations on Non-GAAP financial measures issued on May 17, 2016 in its entirety when preparing your next earnings release, and specifically as noted in
the following comments.

 RESPONSE: The Company notes the Staff’s comment and will consider the updated
Compliance and Disclosure Interpretations on Non-GAAP financial measures issued on May 17, 2016 in its entirety when preparing its future earnings releases.

Subsequent to receiving the Staff’s comment letter, but prior to this response, the Company has filed its second quarter earnings release which
management believes incorporates the changes discussed below, among others. Please refer to the Company’s most recent earnings release, which was included as Exhibit 99.1 to the Company’s Form 8-K filed with the Commission on
August 2, 2016, to see these changes.

 Mr. Larry Spirgel

Securities and Exchange Commission

 August 8, 2016

Page 2

2.
Your presentation of the Non-GAAP measures in your Operating and Financial Summary and throughout the earnings release is inconsistent with Question 102.10.

RESPONSE: The Company notes the Staff’s comment and we acknowledge that non-GAAP financial measures of operating performance may have material
limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In future earnings releases, the Company intends to comply with the guidance set forth in Question 102.10 in
order to avoid the appearance of giving any undue prominence to non-GAAP financial measures. For example, within the “Operating and Financial Summary” section of its earnings releases, the Company intends to include Income from Operations
as it is the most directly comparable GAAP financial measure to Adjusted EBITDAR. Additionally, prior to presenting any non-GAAP financial measures in its earnings releases, the Company intends to present the most directly comparable GAAP financial
measure. Furthermore, the Company intends to more clearly label and highlight its usage of non-GAAP financial measures in its earnings releases in order to avoid the appearance of giving any undue prominence to such measures, including by indenting
the presentation of such non-GAAP financial measures in the “Operating and Financial Summary” section and indicating in bold/underlined text that such non-GAAP financial measures should not be considered a substitute for, nor superior to,
financial results and measures determined or calculated in accordance with GAAP.

3.
Your presentation of Cash Flow From Facility Operations per share may be inconsistent with Question 102.05.

RESPONSE: The Company notes the Staff’s comment, and in response thereto, respectfully advises the Staff that it has reviewed the Staff’s
response to Question 102.05 in the updated Compliance and Disclosure Interpretations on non-GAAP financial measures. The Staff’s response provides that certain non-GAAP per share performance measures may be meaningful from an operating
standpoint, and thus, may be included in documents filed with or furnished to the Commission. The non-GAAP performance measures included within the Company’s earnings releases, specifically Adjusted CFFO per share, are among the metrics used by
management in evaluating the performance of the Company’s business. The Company’s management believes that the presentation of Adjusted CFFO per share is a non-GAAP performance measure that enhances the user’s overall understanding of
the Company’s financial performance and operations between comparable periods because it excludes the costs associated with acquisitions and conversions and items that do not reflect the ordinary performance of the Company’s operations and
provides indicators to management of progress in achieving both consolidated and business unit operating performance. This is not a financial measure management utilizes to evaluate the liquidity of the Company. Additionally, some of the
Company’s investors and analysts have specifically requested that the Company provide this non-GAAP financial information. As Regulation FD prohibits the Company from disclosing material nonpublic information only to select persons, disclosing
this non-GAAP performance measure in the Company’s earnings releases helps ensure the Company’s compliance with Regulation FD. The Company also seeks to report its performance measures and operating results consistently with the
Company’s most directly comparable public peer company which operates in the senior living space and has a similar business focus as ours. The Company’s earnings releases currently include a complete set of financial statements prepared in
accordance with GAAP, which include GAAP earnings per share, and are presented in the earnings releases prior to the presentation of non-GAAP performance measures to avoid the appearance of giving any undue prominence to such non-GAAP performance
measures. However, in response to the Staff’s concern and in order to avoid the appearance of Adjusted CFFO per share being reported by the Company as a liquidity measure, the Company will modify its future earnings releases to present net
income (loss) and net income (loss) per share calculated in accordance with GAAP, which are the most directly comparable GAAP measures to Adjusted CFFO and Adjusted CFFO per share, prior to presenting Adjusted CFFO and Adjusted CFFO per share.

 Mr. Larry Spirgel

Securities and Exchange Commission

 August 8, 2016

Page 3

4.
Your presentation of Adjusted EBITDAR may be inconsistent with Question 100.04.

 RESPONSE: The
Company notes the Staff’s comment, and in response thereto, respectfully advises the Staff that it has reviewed the Staff’s response to Question 100.04 in the updated Compliance and Disclosure Interpretations on non-GAAP financial
measures. In response to the Staff’s concern regarding the Company’s presentation of Adjusted EBITDAR, the Company is not adjusting its revenues to accelerate revenue recognized in accordance with GAAP. However, in future earnings releases
the Company intends to more clearly label the applicable non-GAAP adjustments in order to clarify the intent of such adjustments and to avoid the appearance that such non-GAAP performance measure is being adjusted to accelerate revenue recognition
which otherwise would be recognized ratably over time in accordance with GAAP.

 ***

In addition, pursuant to your request, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the
disclosure in the filing; (ii) 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 (iii) 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.

 Please do
not hesitate to contact me at (972) 770-5600 if you have any questions or further comments.

Sincerely,

/s/ CAREY P. HENDRICKSON

 Carey P. Hendrickson

 Senior Vice President
and Chief Financial Officer

 Capital Senior Living Corporation

cc:
Claire DeLabar, Staff Accountant

Terry French, Accountant Branch Chief

Courtney Lindsay II, Staff Attorney

Mail Stop 3720

July 26, 2016

Carey P. Hendrickson
Senior 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 Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Form 8-K
Filed May 3, 2016
File No. 1-13445

Dear Mr. Hendrickson :

We have review ed your filing  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.

Please respond to these comments within ten business days by providing t he requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have  additional comments.

Form 8 -K filed May 3, 2016

Exhibit 99.1

1. Please consider the updated Compliance and Disclosure Interpretations on Non -
GAAP financial measures issued on May 17, 2016 in its entirety when preparing your
next earnings release, and  specifically as noted in the following comments.

2. Your presentation of the Non -GAAP measures in your Operating  and Financial
Summary  and throughout the earnings release  is inconsistent with Question 102.10.

Carey P. Hendrickson
Capital Senior Living Corp.
July 26, 2016
Page 2

 3. Your presentation of Cash Flow From  Facility Operations per share may be
inconsistent with Question 102.05.

4. Your presentation of Adjusted EBITDAR may be inconsistent with Question 100.04.

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 res ponsible for the accuracy
and adequacy of the 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

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

You may contact Claire DeLabar, Staff Accountant at (202) 551 -3349  or Terry French,
Accountant Branch Chief at (202) 551 -3828 or me at (202) 551 -3810 if you have questions
regarding comments on the financial statements and related matters.  Please contact Courtney
Lindsay II, Staff Attorney at (202) 551 -7237  or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

December 23, 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 8 -K dated November 4, 2013
Filed November 4, 2013
File No. 1-13445

Dear Mr. Beattie :

We have completed our review of your filing s.  We  remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  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 rules require.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 [Capital Senior Living Letterhead]

December 19, 2013

 Via EDGAR

 Mr. Larry Spirgel

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Capital Senior Living Corporation

Form 10-K for the year ended December 31, 2012

Filed March 8, 2013

Form 8-K dated November 4, 2013

Filed November 4, 2013

Response dated December 3, 2013

File No. 1-13445

 Dear Mr. Spirgel:

This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comment of the Staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 6, 2013 with respect to the above-referenced filings (the “Comment Letter”). For the
convenience of the Staff, we have set forth below, in bold face type, the comment in the Comment Letter followed by the Company’s response thereto.

Form 8-K dated November 4, 2013

1.
We note your response to comment three from our letter dated November 20, 2013. Please tell us how you will revise future press releases to address the undue prominence of your discussion focused on the non-GAAP
measures and references to Adjusted Cash From Facility Operations (CFFO), Adjusted EBITDAR, and EBITDAR margin in the introduction of the earnings release. Please note that Item 10(e) requires the presentation, with equal or greater prominence,
of the corresponding most directly comparable GAAP measures.

 RESPONSE: In response to the Staff’s comment, in order to
avoid the appearance of placing any undue prominence on non-GAAP measures in the introduction of the earnings release, the Company intends to include in its discussion net income (loss) and net income (loss) per share determined in accordance with
GAAP. Additionally, we will clearly label the introduction to the earnings release as the “Operating Summary” and remove any references to non-GAAP measures within earnings announcement headings and subheadings.

 Mr. Larry Spirgel

Securities and Exchange Commission

 December 19, 2013

Page 2

***

 In addition, pursuant to your request, the Company
acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) 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 (iii) 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.

Please do not hesitate to contact me at (972) 770-5600 if you have any questions or further comments.

Sincerely,

/s/ RALPH A. BEATTIE

Ralph A. Beattie

Executive Vice President and Chief Financial Officer

Capital Senior Living Corporation

December 6, 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 8 -K dated November 4, 2013
Filed November 4, 2013
Response dated December 3, 2013
File No. 1-13445

Dear Mr. Beattie :

 We have reviewed your response letter and have the following comment.  Please comply
with the following comment in future filings.  Confirm in writing that you will do so and explain
to us how you intend to comply .

Please respond to this letter within ten busines s days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the informatio n you provide in response to this comment, we may have
additional comments.

Form 8 -K dated November 4, 2013

1. We note your response to comment three from our letter dated November 20, 2013.
Please tell us how you will revise future press releases to addr ess the undue prominence
of your discussion focused on the non -GAAP measures and references to Adjusted Cash
From Facility Operations (CFFO), Adjusted EBITDAR, and EBITDAR margin in the
introduction of the earnings release. Please note that Item 10(e) requ ires the presentation,
with equal or greater prominence, of the corresponding most directly comparable GAAP
measures.

Ralph A. Beattie
Capital Senior Living Corporation
December 6, 2013
Page 2

 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 questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 [Capital Senior Living Letterhead]

December 3, 2013

 Via EDGAR

 Mr. Larry Spirgel

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

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. Spirgel:

 This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to the comments of the Staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated November 20, 2013 with respect to the above-referenced filings (the “Comment
Letter”). For the convenience of the Staff, we have set forth below, in bold face type, the number and text of each comment in the Comment Letter followed by the Company’s responses thereto.

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 occupancy 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.

RESPONSE: The Company notes the Staff’s comment and in future filings intends to disclose occupancy rates and rental rates and include a
discussion of trends related to these measures in MD&A.

 Mr. Larry Spirgel

Securities and Exchange Commission

 December 3, 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 amount of the valuation allowance recorded in greater detail.

 RESPONSE: The Company notes
the Staff’s comment and in future filings intends to expand its discussion of the deferred tax assets to explain the reason for the amount of the valuation allowance recorded in greater detail. The expanded discussion will include
management’s evaluation of taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income.

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.

 RESPONSE: The Company notes the Staff’s comment and we acknowledge that non-GAAP financial measures may have
material limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. In future earnings releases, the Company intends to more clearly label and highlight its usage of
non-GAAP financial measures in order to avoid the appearance of giving any undue prominence to such measures. We will also include clearer language in future earnings releases noting that non-GAAP financial information should not be considered a
substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

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 your filings with us,
including 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.

 RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the
Staff that we reviewed Regulation G, Item 10(e) of Regulation S-K and the Staff’s Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures and the related Staff guidance.

The Staff’s response to Question 102.05 of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures provides that
certain non-GAAP per share performance measures may be meaningful from an operating standpoint and thus, may be included in documents filed with or furnished to the Commission. The non-GAAP measures included within the Company’s earnings
releases, specifically

 Mr. Larry Spirgel

Securities and Exchange Commission

 December 3, 2013

 Page
 3

Adjusted CFFO per share, are among the metrics used in managing and evaluating the performance of the Company’s business. The Company’s management believes that the presentation of
Adjusted CFFO per share is a non-GAAP performance measure which enhances the user’s overall understanding of the Company’s financial performance and operations between comparable periods because items are excluded that are insignificant to
operations. Additionally, some of the Company’s investors have specifically requested that the Company provide this non-GAAP financial information. As Regulation FD prohibits the Company from disclosing material nonpublic information only to
select persons, disclosing this non-GAAP performance measure in the Company’s earnings releases, helps ensure our compliance with Regulation FD. We also seek to report our performance measures and operating results consistently with our peer
group. These peer group companies include, but are not limited to, Assisted Living Concepts, Inc., Brookdale Senior Living Inc., Emeritus Corporation, and Five Star Quality Care, Inc., as such companies operate in the senior living industry and we
believe they have a similar business focus as ours and a similar revenue and/or asset base to ours. However, in response to the Staff’s concern and in order to avoid the appearance of Adjusted CFFO per share being reported by the Company as a
liquidity measure, we will modify our presentation of Adjusted CFFO and corresponding Adjusted CFFO per share in future earnings releases to reconcile this non-GAAP performance measure to consolidated net income (loss), which is the most directly
comparable GAAP performance measure reported by the Company.

 ***

In addition, pursuant to your request, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the
disclosure in the filings; (ii) 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 (iii) 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.

 Please
do not hesitate to contact me at (972) 770-5600 if you have any questions or further comments.

Sincerely,

/s/ RALPH A. BEATTIE

Ralph A. Beattie

Executive Vice President and Chief Financial Officer Capital Senior Living Corporation

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

November 19, 2010
 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 completed our review of your Form 10-K and have no further comments at this
time.

Sincerely,

Larry Spirgel
         A s s i s t a n t  D i r e c t o r

 cc: David R. Brickman  Via Facsimile: (972) 340-2666

CORRESP
1
filename1.htm

Correspondence

Capital Senior Living Corporation

November 16, 2010

Via EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Capital Senior Living Corporation

    Form 10-K for the year ended December 31, 2009 (the "Form 10-K")

    Filed March 11, 2010

    File No. 001-13445

Dear Mr. Spirgel:

This letter sets forth the responses of Capital Senior Living Corporation (the “Company”) to
the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) received by letter dated November 3, 2010 to Mr. Cohen,
Vice Chairman of the Board and Chief Executive Officer of the Company (the “Comment Letter”) with
respect to the above-referenced filing. For the convenience of the Staff, we have set forth below,
in boldface type, the number and text of each comment in the Comment Letter followed by the
Company’s responses thereto.

Form 10-K for the year ended December 31, 2009

Definitive Proxy Statement filed on Schedule 14A Incorporated by Reference

Compensation Process, page 16

    1.

    We note your discussion that the Compensation Committee historically relies in part upon the
input and recommendations of both the 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 executive officers are.

Response: The Company notes the Staff’s comment and in future filings intends
to clarify that the supervisors of our named executive officers are the same as the
members of our executive committee.

    2.

    We further note your disclosure that the Compensation Committee uses a peer group of
companies for benchmarking named executive officer compensation with respect to total
compensation paid. In future filings, please disclose whether the Committee targets the
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.

Mr. Larry Spirgel

Securities and Exchange Commission

November 16, 2010

Page 2

Response: In response to the Staff’s comment, the Company respectfully submits that
it does not believe it engages in “benchmarking” within the meaning of Item
402(b)(2)(xiv) of Regulation S-K with respect to determining the total compensation
paid to our named executive officers (i.e., the Compensation Committee does not
target compensation of the Company’s named executive officers to fall within a
specific percentile range of the peer group companies). The Compensation Committee
generally reviews publicly available compensation information for comparable
companies in the senior living industry. In addition, the Compensation Committee
considers several factors before exercising its discretion in determining the total
compensation of the Company’s named executive officers. The publicly available
compensation information reviewed for peer group companies is used to assist the
Compensation Committee in obtaining a general understanding of current compensation
practices. The information is merely part of a larger competitive analysis and does
not mandate a particular decision. In future filings, the Company intends to
clarify the disclosure on this point.

Cash Performance Bonus, page 19

    3.

    In future filings, please consider disclosing, in tabular format, each named executive
officer’s individual and corporate performance 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 Committee for each individual and corporate performance
objective, and whether the Company and/or named executive officer achieved the target in the
relevant 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.

Response: In response to the Staff’s comment, in future filings the Company
intends to disclose, in tabular format, each named executive officer’s individual
and corporate performance 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 Committee for each individual and corporate
performance objective, and whether the Company and/or named executive officer
achieved the target in the relevant fiscal year. In addition, the Company intends
to 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 corporate and individual performance goal
can be met at a lower level and, if so, whether there is a minimum threshold for performance
for each objective.

Response: In response to the Staff’s comment, in future filings the Company
intends to disclose whether each corporate and individual performance goal can be
met at a lower level, and, if so, whether there is a minimum threshold for
performance for each objective. See also our response to Comment 3 above.

Mr. Larry Spirgel

Securities and Exchange Commission

November 16, 2010

Page 3

Grants of Plan-Based Awards, page 30

    5.

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

Response: The Company notes the Staff’s comment and in future filings will include,
if applicable, the estimated payouts under our non-equity incentive plan awards in
the Grants of Plan-Based Awards table, but will change the heading over columns (c),
(d) and (e) of such table to “estimated possible payouts under non-equity incentive
plan awards” in accordance with Question 120.02 of the Staff’s Compliance &
Disclosure Interpretations.

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.

Response: In response to the Staff’s comment, the Company will provide the
definition of “cause” with respect to the employment agreements for our named
executive officers.

Director Compensation, page 42

    7.

    We note you do not provide footnote disclosure 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.

Response: The Company notes the Staff’s comment and in future filings intends to
provide footnote disclosure related to compensation reported in the “All Other
Compensation” column of the Director Compensation table to the extent required by
Item 402(k)(2)(vii) of Regulation S-K.

In addition, pursuant to your request, the Company acknowledges that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the filings; (ii) 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 (iii) 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.

******

Mr. Larry Spirgel

Securities and Exchange Commission

November 16, 2010

Page 4

Should any member of the Staff have any questions or additional comments regarding the
Company’s responses to the Staff’s comments set forth above, please do not hesitate to call David
R. Brickman at (972) 308-8366 or by facsimile at (972) 340-2666.

    Sincerely,

    /s/ Lawrence A. Cohen

    Lawrence A. Cohen

    Vice Chairman of the Board and

Chief Executive Officer

Capital Senior Living Corporation

    cc:

    Reid S. Hooper, Attorney-Advisor, Securities and Exchange Commission

    Ralph A. Beattie, Capital Senior Living Corporation

    David R. Brickman, Capital Senior Living Corporation

    Chris Lane. Capital Senior Living Corporation

    Winston W. Walp, II, Fulbright & Jaworski L.L.P.

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
December 22, 2008
 Ralph A. Beattie Executive Vice President and Chief Financial 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. Beattie:
 We have completed our review of your Form 10-K and have no further comments
at this time.

 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

CORRESP
1
filename1.htm

corresp

[Capital Senior Living Letterhead]

December 19, 2008

Via EDGAR

Mr. Reid S. Hooper

Staff Attorney

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

    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. Hooper:

On behalf of Capital Senior Living Corporation (the “Company”), and in response to the staff’s
comments contained in Larry Spirgel’s letter dated December 10, 2008 (the “Comment Letter”), we
submit this letter containing the Company’s responses to the Comment Letter.  The Company’s
responses to the Comment Letter correspond to the numbered comments in the Comment Letter.

In accordance with the Comment Letter, the Company acknowledges that the Company is responsible for
the adequacy and accuracy of the disclosure in the filings, and that staff comments or changes to
disclosure in response to staff comments do not foreclose the Securities and Exchange Commission
(the “Commission”) from taking any action with respect to the filings.  The Company also
acknowledges that it 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.

Form 10-K for the year ended December 31, 2007

Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 27

    1.

    In future filings, please consider including an “overview” section that provides a balanced,
executive-level discussion identifying, on a past and prospective basis, the most important
themes or other significant matters with which management is concerned primarily in evaluating
the company’s financial condition and operating 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 company earns revenues and income and generates cash without
merely duplicating disclosure in the Description of Business section; and

    b.

    provide insight into material opportunities, challenges, and risks, such as those
presented by known material trends and uncertainties, on which the company’s executives
are most focused for

Mr. Reid S. Hooper

Staff Attorney

Securities and Exchange Commission

December 19, 2008

Page 2

    both the short and long term, as well as the actions they are taking to address these
opportunities, challenges and risks.

We especially note the Company hired Bank of America Securities as a financial advisor in May
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
reasons behind such consideration.

RESPONSE:  The Company intends to revise this disclosure as appropriate in future filings to
include an expanded overview section with further discussion and clarification of matters
considered significant by management in evaluating the company’s financial condition and operating
results.

The Staff’s comment with respect to the Company’s strategic alternatives disclosure is noted. In
future filings, the Company will include additional disclosure surrounding the various strategic
alternatives considered or being considered by the Company’s board of directors, as well as the
reasons behind the consideration of such strategic alternatives.

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 consultants for compensation comparisons. We note that
20 public companies in the senior living industry with revenues for fiscal 2005 in excess of
$190 million were not disclosed.

     RESPONSE:  As disclosed on page 14, in determining the targeted amount of each Senior
Executive Officer’s total compensation for 2007, “The Compensation Committee reviews publicly
available information regarding the compensation arrangements offered by the companies in our peer
group on an annual basis, and generally targets the total compensation for our named executive
officers in the range of the 50th percentile of the total compensation paid to executive
officers with comparable duties and responsibilities at the companies in our peer group.” As
further indicated on page 14, “in order to determine which public companies in the senior living
industry are the most directly comparable to us, the Compensation Committee and our executive
committee conduct an annual review to determine which such companies have: a similar business focus
as ours; a similar revenue and/or asset base to ours; and a trading volume that is approximately
equal to or greater than ours at the time of such review. We refer to such companies collectively
as our “peer group.” For 2007, the companies which comprised our peer group were Assisted Living
Concepts, Inc., Brookdale Senior Living Inc., Five Star Quality Care, Inc. and Sunrise Assisted
Living, Inc.” In conjunction with this process, the Compensation Committee also reviewed a
compensation report prepared in 2006 by an executive compensation consulting firm to determine the
total compensation of executives in similar positions at companies the consultant believed were
comparable.  Instruction 3 to Item 402(b) of Regulation S-K provides that the “Compensation
Discussion and Analysis should focus on the material principles underlying the registrant’s
executive compensation policies and decisions and the most important factors relevant to analysis
of those policies and decisions.” Although the Company believes that the disclosure contained in
the filing with respect to the compensation of its named executive officers complies in all
material respects with the requirements of Item 402(b) of Regulation S-K, in future filings the
Company intends to expand its disclosure to include the names of all companies included within
comparator groups when this information is utilized by the Committee in its compensation assessment
process.

Mr. Reid S. Hooper

Staff Attorney

Securities and Exchange Commission

December 19, 2008

Page 3

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.

RESPONSE: For purposes of Item 402(c)(1) of Regulation S-K, the Company intends to expand this
disclosure in future filings to provide the compensation for each of the named executive officers
for each of the last three completed fiscal years.

Please do not hesitate to contact me at (972) 770-5600 if you have any questions or further
comments.

Sincerely,

/s/ RALPH A. BEATTIE

Ralph A. Beattie

Executive Vice President and Chief Financial Officer

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      							June 16, 2005

Via U.S. Mail and Fax
Mr. Ralph A. Beattie
Chief Financial Officer
Capital Senior Living Corp.
14160 Dallas Parkway, Suite 300
Dallas, TX  75254

	RE:	Capital Senior Living Corp.
      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. Beattie:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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 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.

      Consolidated Statement of Operations, page F-4

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

      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 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.

	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.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure 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
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
??

??

??

??

Mr. Ralph Beattie
Capital Senior Living Corp.
June 16, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>