As filed with the Securities and Exchange Commission on July 30, 2004
                                                         Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                        CAPITAL SENIOR LIVING CORPORATION
             (Exact name of registrant as specified in its charter)
             Delaware                                            75-2678809
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)

       14160 Dallas Parkway
            Suite 300
           Dallas, Texas                                          75240
 (Address of principal executive offices)                        (Zip Code)
                             -----------------------

                      1997 Omnibus Stock and Incentive Plan
                      for Capital Senior Living Corporation

                            (Full title of the plan)
                             -----------------------

                             David R. Brickman, Esq.
                       Vice President and General Counsel
                         14160 Dallas Parkway, Suite 300
                               Dallas, Texas 75254
                     (Name and address of agent for service)

                                 (972) 770-5600
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                   Proposed         Proposed
                                   maximum          maximum          Amount
 Title of           Amount         offering         aggregate          of
securities          to be          price            offering       registration
  to be           registered       per share        price             fee
registered          (1)(2)         (3)(4)           (3)(4)            (4)
-------------------------------------------------------------------------------
Common Stock
($0.01 par       575,000 Shares    $4.43            $2,547,250       $322.74
value per
share)
===============================================================================

(1)  The  securities  to be  registered  include  an  aggregate  575,000  shares
     reserved for issuance  under the 1997 Omnibus Stock and Incentive  Plan for
     Capital Senior Living Corporation, as amended (the "Plan").

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated  solely for purpose of  calculating  the  registration  fee.


(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $4.43, which is the average of the highest and lowest price per share
     of common stock on the New York Stock Exchange on July 29, 2004.

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
relates to the  registration  of additional  shares of Common  Stock,  par value
$0.01 per share,  of the Company under the Plan. The Company has earlier filed a
Registration  Statement on Form S-8 (No.  333-92045)  relating to the Plan,  the
contents of which are hereby incorporated by reference.



<PAGE>

                                     PART II


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Company hereby incorporates by reference in this registration statement
the following documents  previously filed by the Company with the Securities and
Exchange Commission (the "Commission"):

     (1) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal year ended December 31, 2003.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004.

     (3) The Company's  Current  Report on Form 8-K filed with the Commission on
January 14, 2004*.

     (4) The Company's  Current  Report on Form 8-K filed with the Commission on
January 18, 2004.

     (5) The Company's  Current  Report on Form 8-K filed with the Commission on
January 29, 2004.

     (6) The Company's  Current  Report on Form 8-K filed with the Commission on
January 30, 2004.

     (7) The Company's  Current  Report on Form 8-K filed with the Commission on
March 3, 2004*.

     (8) The Company's  Current  Report on Form 8-K filed with the Commission on
April 14, 2004*.

     (9) The Company's  Current  Report on Form 8-K filed with the Commission on
May 5, 2004*.

     (10) The Company's  Current Report on Form 8-K filed with the Commission on
May 25, 2004*.

     (11) The  description  of the Common  Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  filed with the  Commission  on October 3,
1997,  including  any amendment or report filed for the purpose of updating such
description.

----------------------
*    Portions of these reports were  furnished to the  Commission  under Item 9,
     Regulation FD Disclosure,  and Item 12, Results of Operations and Financial
     Condition.  Pursuant to General  Instruction  B(2) and (6) of Form 8-K, the
     portions of these reports  submitted under Items 9 and 12 are not deemed to
     be "filed" for the purpose of Section 18 of the Securities  Exchange Act of
     1934, as amended, and the Company is not subject to the liabilities of that
     section.  The Company is not  incorporating  by reference those portions of
     these  reports that are not deemed to be "filed" for purposes of Section 18
     of the  Securities  Exchange  Act of  1934,  as  amended,  and it will  not
     incorporate  by reference  those  portions of future  filings of reports on
     Form 8-K into a filing under the Securities Act of 1933, as amended, or the
     Securities  Exchange  Act of 1934,  as amended,  or into this  registration
     statement  that are not deemed to be "filed" for  purposes of Section 18 of
     the Securities Exchange Act of 1934, as amended.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent to the date of this registration  statement shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
the filing of such  documents  until such time as there  shall have been filed a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that  deregisters  all securities  remaining  unsold at the time of
such amendment.

                                      II-2

<PAGE>


Item 8.  Exhibits.

     (a) Exhibits.

          The  following  documents  are  filed  as a part of this  registration
     statement.

     Exhibit        Description of Exhibit
     -------        ----------------------

     4.1            1997 Omnibus  Stock and  Incentive  Plan for Capital  Senior
                    Living  Corporation  (filed as Exhibit 4.1 to the  Company's
                    Registration Statement on Form S-8 (No. 333-92045))

     4.2            First Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living  Corporation  (included in Exhibit
                    4.1 to the Company's Registration Statement on Form S-8 (No.
                    333-92045)).

     4.3            Second  Amendment  to the 1997 Omnibus  Stock and  Incentive
                    Plan for Capital Senior Living Corporation

     4.4            Third Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living Corporation

     5.1            Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

     23.2           Consent of Ernst & Young LLP

     24             Power of  Attorney  (included  with  signature  page of this
                    Registration Statement)

Item 9.  Undertakings.

A.   The undersigned registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  registration  statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement.

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.     The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.     Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses

                                      II-3
<PAGE>

incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





























                                      II-4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on July 30, 2004.

                                         CAPITAL SENIOR LIVING CORPORATION

                                         By:    /s/ David R. Brickman
                                         Name:    David R. Brickman
                                         Title:   VP

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints  James A. Stroud and Lawrence A.
Cohen, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:


Signature                   Title                                Date

/s/  Lawrence  A. Cohen     Vice  Chairman of the Board and      July 30, 2004
Lawrence A. Cohen           Chief Executive Officer

/s/ James A. Stroud         Chairman of the Company and          July 28, 2004
James A. Stroud             Chairman of the Board

/s/ Keith N. Johannessen    President, Chief Operating Officer   July 29, 2004
Keith N. Johannessen        and Director

_______________________     Director                             ________, 2004
James A. Moore

_______________________     Director                             ________, 2004
Dr. Victor W. Nee

/s/ Craig F. Hartberg       Director                             July 28, 2004
Craig F. Hartberg

_______________________     Director                             ________, 2004
Jill M. Krueger

/s/ Ralph A. Beattie        Executive Vice President and         July 29, 2004
Ralph A. Beattie            Chief Financial Officer
                            (Principal Financial and
                            Accounting Officer)



<PAGE>

                                INDEX TO EXHIBITS


     Exhibit        Description of Exhibit
     -------        ----------------------

     4.1            1997 Omnibus  Stock and  Incentive  Plan for Capital  Senior
                    Living  Corporation  (filed as Exhibit 4.1 to the  Company's
                    Registration Statement on Form S-8 (No. 333-92045))

     4.2            First Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living  Corporation  (included in Exhibit
                    4.1 to the Company's Registration Statement on Form S-8 (No.
                    333-92045))

     4.3            Second  Amendment  to the 1997 Omnibus  Stock and  Incentive
                    Plan for Capital Senior Living Corporation

     4.4            Third Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living Corporation

     5.1            Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

     23.2           Consent of Ernst & Young LLP

     24             Power of  Attorney  (included  with  signature  page of this
                    Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "cslforms8.txt", "description": "REGISTRATION STATEMENT.", "secsgml_size_bytes": 16138}]
{"company-data": {"conformed-name": "CAPITAL SENIOR LIVING CORP", "cik": "0001043000", "assigned-sic": "8050", "irs-number": "752678809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117821", "film-number": "04942840"}, "business-address": {"street1": "14160 DALLAS PKWY", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9727705600"}, "mail-address": {"street1": "14160 DALLAS PKWY", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75240"}}
As filed with the Securities and Exchange Commission on July 30, 2004
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                        CAPITAL SENIOR LIVING CORPORATION
             (Exact name of registrant as specified in its charter)
             Delaware                                            75-2678809
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                           Identification No.)

       14160 Dallas Parkway
            Suite 300
           Dallas, Texas                                          75240
 (Address of principal executive offices)                        (Zip Code)
                             -----------------------

                      1997 Omnibus Stock and Incentive Plan
                      for Capital Senior Living Corporation

                            (Full title of the plan)
                             -----------------------

                             David R. Brickman, Esq.
                       Vice President and General Counsel
                         14160 Dallas Parkway, Suite 300
                               Dallas, Texas 75254
                     (Name and address of agent for service)

                                 (972) 770-5600
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                   Proposed         Proposed
                                   maximum          maximum          Amount
 Title of           Amount         offering         aggregate          of
securities          to be          price            offering       registration
  to be           registered       per share        price             fee
registered          (1)(2)         (3)(4)           (3)(4)            (4)
-------------------------------------------------------------------------------
Common Stock
($0.01 par       575,000 Shares    $4.43            $2,547,250       $322.74
value per
share)
===============================================================================

(1)  The  securities  to be  registered  include  an  aggregate  575,000  shares
     reserved for issuance  under the 1997 Omnibus Stock and Incentive  Plan for
     Capital Senior Living Corporation, as amended (the "Plan").

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated  solely for purpose of  calculating  the  registration  fee.

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $4.43, which is the average of the highest and lowest price per share
     of common stock on the New York Stock Exchange on July 29, 2004.

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
relates to the  registration  of additional  shares of Common  Stock,  par value
$0.01 per share,  of the Company under the Plan. The Company has earlier filed a
Registration  Statement on Form S-8 (No.  333-92045)  relating to the Plan,  the
contents of which are hereby incorporated by reference.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Company hereby incorporates by reference in this registration statement
the following documents  previously filed by the Company with the Securities and
Exchange Commission (the "Commission"):

     (1) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal year ended December 31, 2003.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004.

     (3) The Company's  Current  Report on Form 8-K filed with the Commission on
January 14, 2004*.

     (4) The Company's  Current  Report on Form 8-K filed with the Commission on
January 18, 2004.

     (5) The Company's  Current  Report on Form 8-K filed with the Commission on
January 29, 2004.

     (6) The Company's  Current  Report on Form 8-K filed with the Commission on
January 30, 2004.

     (7) The Company's  Current  Report on Form 8-K filed with the Commission on
March 3, 2004*.

     (8) The Company's  Current  Report on Form 8-K filed with the Commission on
April 14, 2004*.

     (9) The Company's  Current  Report on Form 8-K filed with the Commission on
May 5, 2004*.

     (10) The Company's  Current Report on Form 8-K filed with the Commission on
May 25, 2004*.

     (11) The  description  of the Common  Stock of the Company set forth in the
Registration  Statement  on Form 8-A,  filed with the  Commission  on October 3,
1997,  including  any amendment or report filed for the purpose of updating such
description.

----------------------
*    Portions of these reports were  furnished to the  Commission  under Item 9,
     Regulation FD Disclosure,  and Item 12, Results of Operations and Financial
     Condition.  Pursuant to General  Instruction  B(2) and (6) of Form 8-K, the
     portions of these reports  submitted under Items 9 and 12 are not deemed to
     be "filed" for the purpose of Section 18 of the Securities  Exchange Act of
     1934, as amended, and the Company is not subject to the liabilities of that
     section.  The Company is not  incorporating  by reference those portions of
     these  reports that are not deemed to be "filed" for purposes of Section 18
     of the  Securities  Exchange  Act of  1934,  as  amended,  and it will  not
     incorporate  by reference  those  portions of future  filings of reports on
     Form 8-K into a filing under the Securities Act of 1933, as amended, or the
     Securities  Exchange  Act of 1934,  as amended,  or into this  registration
     statement  that are not deemed to be "filed" for  purposes of Section 18 of
     the Securities Exchange Act of 1934, as amended.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent to the date of this registration  statement shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
the filing of such  documents  until such time as there  shall have been filed a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that  deregisters  all securities  remaining  unsold at the time of
such amendment.

                                      II-2
Item 8.  Exhibits.

     (a) Exhibits.

          The  following  documents  are  filed  as a part of this  registration
     statement.

     Exhibit        Description of Exhibit
     -------        ----------------------

     4.1            1997 Omnibus  Stock and  Incentive  Plan for Capital  Senior
                    Living  Corporation  (filed as Exhibit 4.1 to the  Company's
                    Registration Statement on Form S-8 (No. 333-92045))

     4.2            First Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living  Corporation  (included in Exhibit
                    4.1 to the Company's Registration Statement on Form S-8 (No.
                    333-92045)).

     4.3            Second  Amendment  to the 1997 Omnibus  Stock and  Incentive
                    Plan for Capital Senior Living Corporation

     4.4            Third Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living Corporation

     5.1            Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

     23.2           Consent of Ernst & Young LLP

     24             Power of  Attorney  (included  with  signature  page of this
                    Registration Statement)

Item 9.  Undertakings.

A.   The undersigned registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  registration  statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement.

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.     The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.     Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses

                                      II-3
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on July 30, 2004.

                                         CAPITAL SENIOR LIVING CORPORATION

                                         By:    /s/ David R. Brickman
                                         Name:    David R. Brickman
                                         Title:   VP

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints  James A. Stroud and Lawrence A.
Cohen, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

Signature                   Title                                Date

/s/  Lawrence  A. Cohen     Vice  Chairman of the Board and      July 30, 2004
Lawrence A. Cohen           Chief Executive Officer

/s/ James A. Stroud         Chairman of the Company and          July 28, 2004
James A. Stroud             Chairman of the Board

/s/ Keith N. Johannessen    President, Chief Operating Officer   July 29, 2004
Keith N. Johannessen        and Director

_______________________     Director                             ________, 2004
James A. Moore

_______________________     Director                             ________, 2004
Dr. Victor W. Nee

/s/ Craig F. Hartberg       Director                             July 28, 2004
Craig F. Hartberg

_______________________     Director                             ________, 2004
Jill M. Krueger

/s/ Ralph A. Beattie        Executive Vice President and         July 29, 2004
Ralph A. Beattie            Chief Financial Officer
                            (Principal Financial and
                            Accounting Officer)
INDEX TO EXHIBITS

     Exhibit        Description of Exhibit
     -------        ----------------------

     4.1            1997 Omnibus  Stock and  Incentive  Plan for Capital  Senior
                    Living  Corporation  (filed as Exhibit 4.1 to the  Company's
                    Registration Statement on Form S-8 (No. 333-92045))

     4.2            First Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living  Corporation  (included in Exhibit
                    4.1 to the Company's Registration Statement on Form S-8 (No.
                    333-92045))

     4.3            Second  Amendment  to the 1997 Omnibus  Stock and  Incentive
                    Plan for Capital Senior Living Corporation

     4.4            Third Amendment to the 1997 Omnibus Stock and Incentive Plan
                    for Capital Senior Living Corporation

     5.1            Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

     23.2           Consent of Ernst & Young LLP

     24             Power of  Attorney  (included  with  signature  page of this
                    Registration Statement)