Exhibit 10.105


                 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED

         AGREEMENT OF LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P.


         This  AMENDMENT  NO. 1 TO SECOND  AMENDED  AND  RESTATED  AGREEMENT  OF
LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P.  ("Amendment") is dated as of
November 8, 2002 by and among Triad Senior  Living,  Inc.,  a Texas  corporation
("TSL" or "General  Partner"),  Capital Senior Living Properties,  Inc., a Texas
corporation ("CSL") and LB Triad Inc., a Delaware  corporation ("LB"), being all
of the partners (collectively, the "Partners") of Triad Senior Living I, L.P., a
Texas limited partnership ("Partnership").

                                    Recitals

         1. The Partners  executed the Second Amended and Restated  Agreement of
Limited Partnership dated as of December 30, 1999 ("Original Agreement").

         2. In  consideration  of the mutual promises  contained  herein and for
other good and valuable consideration,  the sufficiency and receipt of which are
hereby  acknowledged,  the  Members  hereby  agree to the  following  terms  and
conditions.

                              Terms and Conditions

         1. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Agreement.

         2. The  following  shall be  inserted  as new  Section  8.4:  "LB shall
withdraw as a partner in the  Partnership  to the extent it has received,  on or
before  November  1, 2004,  distributions  in an amount  equal to the  aggregate
contributions  made  by LB to  the  Partnership,  including  additional  capital
contributions ("Minimum  Distributions").  Upon such withdrawal,  the Percentage
Interest  held by LB shall be  assigned  to CSL and TSL and CSL shall  amend the
Original Agreement to take into account such changes."

         3. The  introductory  paragraph  of Section 9.7 shall be deleted in its
entirety.  The  following  text shall be inserted  in its place:  "If LB has not
received an amount equal to the Minimum  Distributions  on or before November 1,
2004, LB may invoke the procedures described in paragraphs A through D below for
any reason in its sole and absolute discretion".

         4.  Section  7.3(c)  of the  Agreement  is hereby  amended  so that the
following  text  is  deleted:  "the  second  anniversary  of the  date  of  this
Agreement." The following text is inserted in its place: "November 1, 2004."

         5.  Section  7.10 of the  Agreement  is  hereby  amended  so  that  the
following  text  is  deleted:  "the  second  anniversary  of the  date  of  this
Agreement." The following text is inserted in its place: "November 1, 2004."

         6. Section  9.6(iv) of the Agreement is hereby deleted in its entirety.
The following text shall be inserted in its place:  "(iv) LB has not received an
amount equal to the Minimum Distributions on or before November 1, 2004."

         7.  Section  9.6(z)  of the  Agreement  is hereby  amended  so that the
following  text is deleted:  "December 30, 2000." The following text is inserted
in its place: "November 1, 2004."

         8. The terms of this Amendment are hereby incorporated into, and made a
part of, the Original Agreement. Except to the extent expressly modified hereby,
all terms and  conditions of the Original  Agreement  shall remain in full power
and effect.







             Signature Page to Amendment No. 1 to Second Amended And
     Restated Agreement of Limited Partnership of Triad Senior Living I, LP


         General Partner:

         TRIAD SENIOR LIVING, INC.,
         a Texas corporation


         By: /s/ Blake N. Fail
            ----------------------------------
               Name:  Blake N. Fail
               Title: Authorized Signatory

         Limited Partners:

         CAPITAL SENIOR LIVING PROPERTIES, INC.,
         a Texas corporation


         By:  /s/ Lawrence A. Cohen
            ----------------------------------
               Name: Lawrence A. Cohen
               Title: Chief Executive Officer



         LB TRIAD INC.,
         a Delaware corporation


         By: /s/ Christopher McKenna
            -----------------------------------
               Name: Christopher McKenna
               Title: Authorized Signatory








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