Exhibit 4.3
                                SECOND AMENDMENT
                     1997 OMNIBUS STOCK AND INCENTIVE PLAN
                     FOR CAPITAL SENIOR LIVING CORPORATION

     This Second  Amendment to the 1997  Omnibus  Stock And  Incentive  Plan For
Capital Senior Living Corporation("Plan") is effective September 1, 1997.

                              W I T N E S S E T H:

     WHEREAS, Capital Senior Living Corporation ("Company") established the Plan
effective September 1, 1997; and

     WHEREAS,  Section  24(e) of the Plan  authorizes  the  Committee  to permit
Outside  Directors to exercise their Outside Director  Options with shares,  but
does not limit the Committee's  authority to impose limitations on the nature of
the shares used to exercise the Outside Director Options nor the method of using
shares in such exercise; and

     WHEREAS, under the terms of the Outside Director Options, the Committee has
not expressly  authorized the exercise of Outside  Director  Options through the
surrender of shares,  and thus has not limited its ability to impose limitations
on manner in which shares which can be used to exercise the Option; and

     WHEREAS,  the  Committee,  in the  exercise  of its broad  discretion,  has
determined,  from the inception of the Plan and as reflected in the terms of the
Outside  Director  Options,  that the use of  shares  to  exercise  the  Outside
Director Options is limited to the use of shares in what is commonly referred to
as a "broker assisted  exercise",  where the payment of the option price is made
with the  proceeds  realized  by the  Outside  Director  through the sale on the
market of shares having a value equal to the option price; and

     WHEREAS,  the  Committee  has  recommended  to the  Board  that the Plan be
amended to more clearly reflect the consistent  interpretation  of the Committee
described above; and

     WHEREAS, under and in accordance with Section 22 of the Plan, the Board has
been granted the authority to amend the Plan, subject to certain limitations not
present here, and this amendment does not require shareholder approval;

     WHEREAS,  this Second  Amendment  is being  executed on the date of hereof,
subject to  ratification  by the Board,  and if not ratified by the Board,  this
Second Amendment will be deemed void ab initio.

     NOW THEREFORE, The Plan Is Hereby Amended As Follows:

          I.  Section  24(e) is amended  by  deleting  from the second  sentence
     everything after the words "paid in cash".

Dated 3rd day of December, 2003.

                                        CAPITAL SENIOR LIVING CORPORATION


                                        By:  /s/ Keith Johannessen
                                             President