ILM SENIOR LIVING, INC.
                                      AND
                       CAPITAL SENIOR LIVING CORPORATION
                                    AGREE TO
                           REVISED ALL - CASH MERGER


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FOR IMMEDIATE RELEASE:

         October 20, 1999, McLean, Virginia: ILM Senior Living, Inc. announced
that yesterday it entered into an amended and restated agreement and plan of
merger with Capital Senior Living Corporation (NYSE: CSU) pursuant to which ILM
I will be merged with and into a wholly owned acquisition subsidiary of Capital.
The revised merger agreement provides for increased all-cash merger
consideration of $1,128,000 (or an additional $.15 per share of ILM I common
stock in comparison to the merger consideration provided for in the previously
announced February 7, 1999 merger agreement).

         In the merger, each outstanding share of ILM I common stock, $.01 par
value, will be converted into the right to receive $12.901158 in cash. The
aggregate merger consideration is $97,018,000 and the merger will continue
to be fully taxable to the ILM I shareholders and accounted for by Capital as a
purchase.

         Consummation of the merger, which presently is expected to occur during
the first quarter of calendar year 2000, is subject to certain conditions,
including: (i) approval by the holders of not less than 66-2/3% of the
outstanding ILM I common stock; (ii) the receipt of requisite approvals from
public and governmental authorities; (iii) the transfer to ILM I of certain
assets owned by ILM I's wholly owned subsidiary (together with the cancellation
of related mortgage indebtedness), and the tax liquidation of such subsidiary;
and (iv) certain other conditions to consummation customary in transactions such
as the merger.

         Simultaneously with entering into the new merger agreement, ILM II
Senior Living, Inc. entered into an amended and restated agreement and plan of
merger with Capital providing for the merger of ILM II with and into a wholly
owned acquisition subsidiary of Capital. In that transaction, the outstanding
ILM II common stock will be converted into the right to receive $14.471836 in
cash (or, in the aggregate, $74,982,000 of merger consideration). Consummation
of the ILM II Merger is not a condition to consummation of the ILM I Merger.

         As previously announced, ILM I and Capital had agreed last February to
a merger consisting of $95,890,000 of cash and convertible preferred stock
consideration, at the election of ILM I's shareholders.







         ILM Senior Living Inc., together with ILM II Senior Living, Inc. and
their affiliates, own 13 senior living communities in nine states with
approximately 1,900 units.

         Capital is one of the largest providers of senior living services in
the United States in terms of resident capacity. Capital has served as the
manager of ILM I's senior living communities for three years.



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         This press release contains "forward-looking statements" based on our
current expectations and projections about future events. These forward-looking
statements are subject to a number of risks and uncertainties which could cause
our actual results to differ materially from historical results or those
anticipated and certain of which are beyond our control. The words "believe,"
"expect," "anticipate" and similar expressions identify forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.