As filed with the Securities and Exchange Commission on December 3, 1999
                                                     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.                           COPY TO:
               GENERAL COUNSEL                         WINSTON W. WALP, II, ESQ.
      14160 DALLAS PARKWAY, SUITE 300                    JENKENS & GILCHRIST,
            DALLAS, TEXAS 75240                      A PROFESSIONAL CORPORATION
   (Name, address and telephone number              1445 ROSS AVENUE, SUITE 3200
including area code of agent for service)                DALLAS, TEXAS 75202
                      ------------------------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     PROPOSED                 PROPOSED
                                                  AMOUNT             MAXIMUM                  MAXIMUM                AMOUNT OF
             TITLE OF CLASS OF                    TO BE          OFFERING PRICE             AGGREGATE              REGISTRATION
        SECURITIES TO BE REGISTERED           REGISTERED(1)      PER SHARE(2)(3)        OFFERING PRICE(2)(3)           FEE(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                     <C>                      <C>                     <C>
Common Stock, $0.01 par value per share     2,000,000 Shares        $8.838328                $17,676,656             $4,914.11
====================================================================================================================================
<FN>

         (1)  The  securities  to be  registered  consist  of  2,000,000  shares
reserved  for  issuance  under the 1997  Omnibus  Stock and  Incentive  Plan for
Capital Senior Living  Corporation (the "Plan").  In addition,  pursuant to Rule
416 under the  Securities Act of 1933,  this  Registration  Statement  covers an
indeterminate  number of additional shares of the registrant's Common Stock (the
"Common  Stock")  issuable  pursuant to the  exercise of options  and/or  awards
granted or to be granted  under the Plan to  prevent  dilution  which may result
from any future stock splits, stock dividends or similar transactions  affecting
the Common  Stock.  These  additional  shares are also being  registered by this
Registration Statement.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee.
         (3) Calculated pursuant to Rule 457(c) and (h).  Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
(i) 490,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options, at a price per share of $4.9375,  which is
the  average of the high and low prices for the Common  Stock  quoted on the New
York Stock Exchange, Inc. on November 29, 1999, and (ii) the following shares of
Common Stock reserved for issuance under the Plan and subject to options already
granted thereunder at the following exercise prices:


Number of Shares of Common Stock
     Reserved for Issuance                        Exercise Price Per Share
--------------------------------                  ------------------------
               650,500                                      $13.50
               732,500                                      $ 7.0625
               100,000                                      $10.1875
                27,000                                      $10.50
================================================================================
</FN>
</TABLE>

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (1) the registrant's Annual Report on Form 10-K for the annual
         period ended December 31, 1998,  filed with the Commission,  as amended
         by the registrant's  Annual Report on Form 10-K/A for the annual period
         ended December 31, 1998, filed with the Commission;

                  (2)  the  registrant's  Current  Reports  on Form  8-K,  dated
         February 7, 1999 and February 7, 1999, filed with the Commission;

                  (3) the  registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended March 31, 1999, filed with the Commission,  as amended by
         the registrant's  Quarterly Report on Form 10-Q/A for the quarter ended
         March 31, 1999, filed with the Commission;

                  (4) the  registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended June 30, 1999,  filed with the Commission,  as amended by
         the registrant's  Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1999, filed with the Commission;

                  (5) the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended September 30, 1999, filed with the Commission;

                  (6)  the  registrant's  Current  Reports  on Form  8-K,  dated
         October 19, 1999 and October 19, 1999, filed with the Commission; and

                  (7) the  description of the Common Stock of the registrant 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.

         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  (the  "Exchange  Act"),  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.

------------------------------

         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                      II-1

<PAGE>



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Amended and Restated Certificate of Incorporation of the registrant
provides for indemnification as follows:

         "THIRTEENTH: The Corporation shall indemnify any person who was, is, or
         is  threatened  to be  made a party  to a  proceeding  (as  hereinafter
         defined)  by reason of the fact that he or she (i) is or was a director
         or officer of the  Corporation  or (ii) while a director  or officer of
         the Corporation, is or was serving at the request of the Corporation as
         a director, officer, partner, venturer, proprietor,  trustee, employee,
         agent,   or  similar   functionary  of  another   foreign  or  domestic
         corporation,  partnership,  joint venture, sole proprietorship,  trust,
         employee  benefit  plan,  or other  enterprise,  to the fullest  extent
         permitted  under the  Delaware  General  Corporation  Law,  as the same
         exists or may  hereafter  be  amended.  Such right  shall be a contract
         right and as such shall inure to the benefit of any director or officer
         who is elected and  accepts the  position of director or officer of the
         Corporation  or elects to continue to serve as a director or officer of
         the Corporation while this Article  Thirteenth is in effect. Any repeal
         or amendment of this Article  Thirteenth  shall be prospective only and
         shall not  limit the  rights of any such  director  or  officer  or the
         obligations of the  Corporation  with respect to any claim arising from
         or related to the  services  of such  director or officer in any of the
         foregoing  capacities  prior to any such  repeal or  amendment  to this
         Article  Thirteenth.  Such right shall  include the right to be paid by
         the Corporation expenses (including without limitation attorneys' fees)
         actually  and  reasonably   incurred  by  him  in  defending  any  such
         proceeding in advance of its final  disposition  to the maximum  extent
         permitted  under the  Delaware  General  Corporation  Law,  as the same
         exists or may hereafter be amended.  If a claim for  indemnification or
         advancement  of  expenses   hereunder  is  not  paid  in  full  by  the
         Corporation  within  sixty  (60) days  after a  written  claim has been
         received by the  Corporation,  the claimant may at any time  thereafter
         bring suit against the  Corporation to recover the unpaid amount of the
         claim,  and if successful in whole or in part,  the claimant shall also
         be entitled to be paid the expenses of prosecuting such claim. It shall
         be  a  defense  to  any  such  action  that  such   indemnification  or
         advancement  of costs of defense is not  permitted  under the  Delaware
         General  Corporation  Law, but the burden of proving such defense shall
         be  on  the  Corporation.   Neither  the  failure  of  the  Corporation
         (including its Board of Directors or any committee thereof, independent
         legal counsel, or stockholders) to have made its determination prior to
         the commencement of such action that indemnification of, or advancement
         of  costs  of  defense  to,  the   claimant  is   permissible   in  the
         circumstances   nor  any  actual   determination   by  the  Corporation
         (including its Board of Directors or any committee thereof, independent
         legal  counsel,   or  stockholders)   that  such   indemnification   or
         advancement  is not  permissible  shall be a defense  to the  action or
         create a  presumption  that  such  indemnification  or  advance  is not
         permissible.  In the event of the death of any person having a right of
         indemnification under the foregoing provisions,  such right shall inure
         to the  benefit of his or her  heirs,  executors,  administrators,  and
         personal  representatives.  The  rights  conferred  above  shall not be
         exclusive  of any other  right  which any person may have or  hereafter
         acquire  under  any  statute,  bylaw,  resolution  of  stockholders  or
         directors, agreement, or otherwise.

                  The  Corporation  may also  indemnify any employee or agent of
         the Corporation to the fullest extent permitted by law.

                  As used herein,  the term  "proceeding"  means any threatened,
         pending,  or completed  action,  suit, or  proceeding,  whether  civil,
         criminal, administrative,  arbitrative, or investigative, any appeal in
         such an action,  suit, or proceeding,  or any inquiry or  investigation
         that could lead to such an action, suit, or proceeding."



                                      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, as amended

         4.2*    Form of Stock Option Agreement

         5.1*    Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2*   Consent of Ernst & Young LLP

         23.3*   Consent of KPMG LLP
--------------------

*        Filed herewith.


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, 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; and

                  (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,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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
incurred or paid by a director, officer or


                                      II-3

<PAGE>



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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities 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
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, Texas, on November 30, 1999.

                                CAPITAL SENIOR LIVING CORPORATION


                                By:    /s/ Lawrence A. Cohen
                                       -----------------------------------------
                                       Lawrence A. Cohen,
                                       Chief Executive Officer and Vice Chairman

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Lawrence A. Cohen and James A. Stroud 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 and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  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  all  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 indicated.

<TABLE>
<CAPTION>

           SIGNATURE                                          CAPACITY                                    DATE
           ---------                                          --------                                    ----
<S>                                    <C>                                                         <C>
/s/ James A. Stroud                    Chairman of the Board of Directors and Chairman             November 19, 1999
--------------------------------       and Secretary
James A. Stroud

/s/ Lawrence A. Cohen                  Vice Chairman of the Board of Directors and Chief           November 30, 1999
--------------------------------       Executive Officer (Principal Executive Officer)
Lawrence A. Cohen

/s/ Keith N. Johannessen               President and Chief Operating Officer and Director          November 30, 1999
--------------------------------
Keith N. Johannessen

/s/ Ralph A. Beattie                   Executive Vice President and Chief Financial Officer        November 30, 1999
--------------------------------       (Principal Financial Officer)
Ralph A. Beattie

/s/ Dr. Gordon I. Goldstein            Director                                                    November 30, 1999
--------------------------------
Dr. Gordon I. Goldstein

/s/ James A. Moore                     Director                                                    November 18, 1999
--------------------------------
James A. Moore

/s/ Dr. Victor W. Nee                  Director                                                    November 30, 1999
--------------------------------
Dr. Victor W. Nee

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                   EXHIBIT INDEX



                                                                                                         Sequential
   Exhibit                                                                                                  Page
    Number                                       Document Description                                      Number
   -------                                       --------------------                                    ----------
<S>             <C>                                                                                        <C>
     4.1        1997 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as
                amended

     4.2        Form of Stock Option Agreement

     5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

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

     23.2       Consent of Ernst & Young LLP

     23.3       Consent of KPMG LLP

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR CAPITAL SENIOR LIVING CORPORATION", "secsgml_size_bytes": 22023}]
{"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": "333-92045", "film-number": "99768490"}, "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 December 3, 1999
                                                     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.                           COPY TO:
               GENERAL COUNSEL                         WINSTON W. WALP, II, ESQ.
      14160 DALLAS PARKWAY, SUITE 300                    JENKENS & GILCHRIST,
            DALLAS, TEXAS 75240                      A PROFESSIONAL CORPORATION
   (Name, address and telephone number              1445 ROSS AVENUE, SUITE 3200
including area code of agent for service)                DALLAS, TEXAS 75202
                      ------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     PROPOSED                 PROPOSED
                                                  AMOUNT             MAXIMUM                  MAXIMUM                AMOUNT OF
             TITLE OF CLASS OF                    TO BE          OFFERING PRICE             AGGREGATE              REGISTRATION
        SECURITIES TO BE REGISTERED           REGISTERED(1)      PER SHARE(2)(3)        OFFERING PRICE(2)(3)           FEE(3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share     2,000,000 Shares        $8.838328                $17,676,656             $4,914.11
====================================================================================================================================
(1)  The  securities  to be  registered  consist  of  2,000,000  shares
reserved  for  issuance  under the 1997  Omnibus  Stock and  Incentive  Plan for
Capital Senior Living  Corporation (the "Plan").  In addition,  pursuant to Rule
416 under the  Securities Act of 1933,  this  Registration  Statement  covers an
indeterminate  number of additional shares of the registrant's Common Stock (the
"Common  Stock")  issuable  pursuant to the  exercise of options  and/or  awards
granted or to be granted  under the Plan to  prevent  dilution  which may result
from any future stock splits, stock dividends or similar transactions  affecting
the Common  Stock.  These  additional  shares are also being  registered by this
Registration Statement.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee.
         (3) Calculated pursuant to Rule 457(c) and (h).  Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
(i) 490,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options, at a price per share of $4.9375,  which is
the  average of the high and low prices for the Common  Stock  quoted on the New
York Stock Exchange, Inc. on November 29, 1999, and (ii) the following shares of
Common Stock reserved for issuance under the Plan and subject to options already
granted thereunder at the following exercise prices:

Number of Shares of Common Stock
     Reserved for Issuance                        Exercise Price Per Share
--------------------------------                  ------------------------
               650,500                                      $13.50
               732,500                                      $ 7.0625
               100,000                                      $10.1875
                27,000                                      $10.50
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (1) the registrant's Annual Report on Form 10-K for the annual
         period ended December 31, 1998,  filed with the Commission,  as amended
         by the registrant's  Annual Report on Form 10-K/A for the annual period
         ended December 31, 1998, filed with the Commission;

                  (2)  the  registrant's  Current  Reports  on Form  8-K,  dated
         February 7, 1999 and February 7, 1999, filed with the Commission;

                  (3) the  registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended March 31, 1999, filed with the Commission,  as amended by
         the registrant's  Quarterly Report on Form 10-Q/A for the quarter ended
         March 31, 1999, filed with the Commission;

                  (4) the  registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended June 30, 1999,  filed with the Commission,  as amended by
         the registrant's  Quarterly Report on Form 10-Q/A for the quarter ended
         June 30, 1999, filed with the Commission;

                  (5) the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended September 30, 1999, filed with the Commission;

                  (6)  the  registrant's  Current  Reports  on Form  8-K,  dated
         October 19, 1999 and October 19, 1999, filed with the Commission; and

                  (7) the  description of the Common Stock of the registrant 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.

         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  (the  "Exchange  Act"),  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.

------------------------------

         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                      II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Amended and Restated Certificate of Incorporation of the registrant
provides for indemnification as follows:

         "THIRTEENTH: The Corporation shall indemnify any person who was, is, or
         is  threatened  to be  made a party  to a  proceeding  (as  hereinafter
         defined)  by reason of the fact that he or she (i) is or was a director
         or officer of the  Corporation  or (ii) while a director  or officer of
         the Corporation, is or was serving at the request of the Corporation as
         a director, officer, partner, venturer, proprietor,  trustee, employee,
         agent,   or  similar   functionary  of  another   foreign  or  domestic
         corporation,  partnership,  joint venture, sole proprietorship,  trust,
         employee  benefit  plan,  or other  enterprise,  to the fullest  extent
         permitted  under the  Delaware  General  Corporation  Law,  as the same
         exists or may  hereafter  be  amended.  Such right  shall be a contract
         right and as such shall inure to the benefit of any director or officer
         who is elected and  accepts the  position of director or officer of the
         Corporation  or elects to continue to serve as a director or officer of
         the Corporation while this Article  Thirteenth is in effect. Any repeal
         or amendment of this Article  Thirteenth  shall be prospective only and
         shall not  limit the  rights of any such  director  or  officer  or the
         obligations of the  Corporation  with respect to any claim arising from
         or related to the  services  of such  director or officer in any of the
         foregoing  capacities  prior to any such  repeal or  amendment  to this
         Article  Thirteenth.  Such right shall  include the right to be paid by
         the Corporation expenses (including without limitation attorneys' fees)
         actually  and  reasonably   incurred  by  him  in  defending  any  such
         proceeding in advance of its final  disposition  to the maximum  extent
         permitted  under the  Delaware  General  Corporation  Law,  as the same
         exists or may hereafter be amended.  If a claim for  indemnification or
         advancement  of  expenses   hereunder  is  not  paid  in  full  by  the
         Corporation  within  sixty  (60) days  after a  written  claim has been
         received by the  Corporation,  the claimant may at any time  thereafter
         bring suit against the  Corporation to recover the unpaid amount of the
         claim,  and if successful in whole or in part,  the claimant shall also
         be entitled to be paid the expenses of prosecuting such claim. It shall
         be  a  defense  to  any  such  action  that  such   indemnification  or
         advancement  of costs of defense is not  permitted  under the  Delaware
         General  Corporation  Law, but the burden of proving such defense shall
         be  on  the  Corporation.   Neither  the  failure  of  the  Corporation
         (including its Board of Directors or any committee thereof, independent
         legal counsel, or stockholders) to have made its determination prior to
         the commencement of such action that indemnification of, or advancement
         of  costs  of  defense  to,  the   claimant  is   permissible   in  the
         circumstances   nor  any  actual   determination   by  the  Corporation
         (including its Board of Directors or any committee thereof, independent
         legal  counsel,   or  stockholders)   that  such   indemnification   or
         advancement  is not  permissible  shall be a defense  to the  action or
         create a  presumption  that  such  indemnification  or  advance  is not
         permissible.  In the event of the death of any person having a right of
         indemnification under the foregoing provisions,  such right shall inure
         to the  benefit of his or her  heirs,  executors,  administrators,  and
         personal  representatives.  The  rights  conferred  above  shall not be
         exclusive  of any other  right  which any person may have or  hereafter
         acquire  under  any  statute,  bylaw,  resolution  of  stockholders  or
         directors, agreement, or otherwise.

                  The  Corporation  may also  indemnify any employee or agent of
         the Corporation to the fullest extent permitted by law.

                  As used herein,  the term  "proceeding"  means any threatened,
         pending,  or completed  action,  suit, or  proceeding,  whether  civil,
         criminal, administrative,  arbitrative, or investigative, any appeal in
         such an action,  suit, or proceeding,  or any inquiry or  investigation
         that could lead to such an action, suit, or proceeding."

                                      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, as amended

         4.2*    Form of Stock Option Agreement

         5.1*    Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2*   Consent of Ernst & Young LLP

         23.3*   Consent of KPMG LLP
--------------------

*        Filed herewith.

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, 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; and

                  (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,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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
incurred or paid by a director, officer or

                                      II-3
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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities 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
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, Texas, on November 30, 1999.

                                CAPITAL SENIOR LIVING CORPORATION

                                By:    /s/ Lawrence A. Cohen
                                       -----------------------------------------
                                       Lawrence A. Cohen,
                                       Chief Executive Officer and Vice Chairman

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Lawrence A. Cohen and James A. Stroud 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 and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  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  all  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 indicated.
SIGNATURE                                          CAPACITY                                    DATE
           ---------                                          --------                                    ----
/s/ James A. Stroud                    Chairman of the Board of Directors and Chairman             November 19, 1999
--------------------------------       and Secretary
James A. Stroud

/s/ Lawrence A. Cohen                  Vice Chairman of the Board of Directors and Chief           November 30, 1999
--------------------------------       Executive Officer (Principal Executive Officer)
Lawrence A. Cohen

/s/ Keith N. Johannessen               President and Chief Operating Officer and Director          November 30, 1999
--------------------------------
Keith N. Johannessen

/s/ Ralph A. Beattie                   Executive Vice President and Chief Financial Officer        November 30, 1999
--------------------------------       (Principal Financial Officer)
Ralph A. Beattie

/s/ Dr. Gordon I. Goldstein            Director                                                    November 30, 1999
--------------------------------
Dr. Gordon I. Goldstein

/s/ James A. Moore                     Director                                                    November 18, 1999
--------------------------------
James A. Moore

/s/ Dr. Victor W. Nee                  Director                                                    November 30, 1999
--------------------------------
Dr. Victor W. Nee
EXHIBIT INDEX

                                                                                                         Sequential
   Exhibit                                                                                                  Page
    Number                                       Document Description                                      Number
   -------                                       --------------------                                    ----------
4.1        1997 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as
                amended

     4.2        Form of Stock Option Agreement

     5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

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

     23.2       Consent of Ernst & Young LLP

     23.3       Consent of KPMG LLP