SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q



[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the quarterly period ended March 31, 1999

[ ] Transition  report  under  Section  13 or 15(d) of the  Securities  Exchange
    Act of 1934

Commission file number 1-13445.

                        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)


                                 (972) 770-5600
                                 --------------
                (Issuer's telephone number, including area code)




         Indicated  by check  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the past 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes  x     No
                                       ---        ---

         As of May 13, 1999, the Registrant had outstanding 19,717,347 shares of
its Common Stock, $.01 par value.



                                        1







                        CAPITAL SENIOR LIVING CORPORATION

                                      INDEX


                                                                                                            Page
                                                                                                           Number

                                                                                                         
Part I.    Financial Information

           Item 1.       Financial Statements

                         Consolidated Balance Sheets --
                         March 31, 1999 and December 31, 1998                                                3

                         Consolidated Statements of Income--
                         Three Months Ended March 31, 1999 and 1998                                          4

                         Consolidated Statements of Shareholders' Equity--
                         Three Months Ended March 31, 1999                                                   5

                         Consolidated Statements of Cash Flows--
                         Three Months Ended March 31, 1999 and 1998                                          6

                         Notes to Consolidated Financial Statements                                          7

           Item 2.       Management's Discussion and Analysis of Financial
                         Condition and Results of Operations                                                10

           Item 3.       Quantitative and Qualitative Disclosures About Market Risks                        16

Part II.   Other Information

           Item 1.       Legal Proceedings                                                                  17

           Item 2.       Changes in Securities                                                              17

           Item 6.       Exhibits and Reports on Form 8-K                                                   19

Signature





                                        2





PART I.           FINANCIAL INFORMATION

Item 1.           FINANCIAL STATEMENTS



                        CAPITAL SENIOR LIVING CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                                                                                    

                                                                                    March 31,             December 31,
                                                                                      1999                    1998
                                                                               ------------------      ----------------
                                   ASSETS                                          (Unaudited)             (Audited)
Current assets:
     Cash and cash equivalents...............................................        $ 28,769,902         $ 35,827,270
     Accounts receivable, net................................................           3,534,849            2,955,507
     Accounts receivable from affiliates.....................................          10,081,883            7,217,127
     Interest receivable.....................................................             342,228              189,482
     Deferred taxes..........................................................             287,040              287,040
         Prepaid expenses and other..............................................         433,688              448,790
                                                                                     ------------         ------------
        Total current assets.................................................          43,449,590           46,925,216
Property and equipment, net..................................................         118,597,835          118,943,953
Deferred taxes...............................................................          10,007,805           10,108,715
Notes receivable from affiliates.............................................          20,279,961           11,728,162
Investments in limited partnerships..........................................          14,259,700           14,536,972
Management contract rights, net..............................................             183,649              195,631
Goodwill, net................................................................           1,202,946            1,213,876
Deferred financing charges, net..............................................             382,124              530,531
Other assets.................................................................           1,176,866            1,083,679
                                                                                  ---------------      ---------------
        Total assets.........................................................        $209,540,476         $205,266,735
                                                                                  ===============      ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable........................................................        $  2,504,491         $  2,780,513
     Accrued expenses........................................................           1,980,054            2,231,895
     Current portion of notes payable........................................          48,444,720           48,419,050
     Customer deposits.......................................................             850,358              851,375
     Federal and state income taxes payable..................................           1,763,546            1,668,602
                                                                                     ------------         ------------
        Total current liabilities............................................          55,543,169           55,951,435
Deferred income from affiliates..............................................           1,169,183              792,240
Deferred income..............................................................             205,105              115,062
Notes payable, net of current portion........................................          13,479,042           13,696,797
Line of credit...............................................................          19,395,275           18,974,186
Minority interest in consolidated partnerships...............................          11,380,145           11,220,836
Commitments and contingencies
Shareholders' equity:
     Preferred stock, $.01 par value:                                                                                  
        Authorized shares -- 15,000,000; no shares issued or outstanding.....                  --                   --
     Common stock, $.01 par value:                                                                                     
        Authorized shares -- 65,000,000                                                                                
           Issued and outstanding shares -- 19,717,347 at March 31, 1999                                               
           and December 31, 1998.............................................             197,173              197,173
     Additional paid-in capital..............................................          91,740,251           91,740,251
     Retained earnings.......................................................          16,431,133           12,578,755
                                                                                     ------------         ------------
        Total shareholders' equity...........................................         108,368,557          104,516,179
                                                                                     ------------         ------------
        Total liabilities and shareholders' equity...........................        $209,540,476         $205,266,735
                                                                                     ============         ============


                             See accompanying notes.



                                        3







                                         CAPITAL SENIOR LIVING CORPORATION

                                         CONSOLIDATED STATEMENTS OF INCOME


                                                                                       Three Months Ended March 31,
                                                                                     ------------------------------
                                                                                          1999              1998
                                                                                     ---------------  -------------
                                                                                       (Unaudited)     (Unaudited)

                                                                                                   

Revenues:
     Resident and health care revenue.....................................             $ 9,902,677       $ 4,934,895
     Rental and lease income..............................................               1,092,771         1,067,501
     Unaffiliated management services revenue.............................                 697,404           637,928
     Affiliated management services revenue...............................                 112,252           379,449
     Unaffiliated development fees........................................                 552,603           470,718
     Affiliated development fees..........................................               2,805,085           639,712
     Other................................................................                 304,813           223,912
                                                                                       -----------       -----------
        Total revenues....................................................              15,467,605         8,354,115
Expenses:
     Operating expenses...................................................               5,968,021         3,755,226
     General and administrative expenses..................................               2,106,185         1,708,569
     Depreciation and amortization........................................               1,120,713           560,172
                                                                                       -----------       -----------
        Total expenses....................................................               9,194,919         6,023,967
                                                                                       -----------       -----------
Income from operations....................................................               6,272,686         2,330,148
Other income (expense):
     Interest income......................................................               1,732,615         1,092,819
     Interest expense.....................................................              (1,478,427)         (177,977)
                                                                                       -----------       -----------
Income before income taxes and minority interest in                                                                    
      consolidated partnerships...........................................               6,526,874         3,244,990
Provision for income taxes................................................              (2,515,187)       (1,232,252)
                                                                                       -----------       -----------
Income before minority interest in consolidated partnerships..............               4,011,687         2,012,738
Minority interest in consolidated partnerships............................                (159,309)          (86,572)
                                                                                       -----------       -----------
Net income................................................................             $ 3,852,378       $ 1,926,166
                                                                                       ===========       ===========

Net income per share:
     Basic and diluted....................................................             $      0.20       $      0.10
                                                                                       ===========       ===========
     Weighted average shares outstanding..................................              19,717,347        19,717,347
                                                                                       ===========       ===========




                             See accompanying notes.




                                        4







                        CAPITAL SENIOR LIVING CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


                                                                                                  

                                                     Common Stock           Additional                                      
                                              ---------------------------     Paid-In         Retained                      
                                              Shares             Amount       Capital         Earnings             Total
                                              ----------         --------   ----------        --------         ------------
Balance at December 31, 1998............      19,717,347         $197,173     $91,740,251     $12,578,755      $104,516,179
  Net income............................               --              --              --       3,852,378         3,852,378
                                              -----------        --------     -----------     -----------      ------------
Balance at March 31, 1999...............      19,717,347         $197,173     $91,740,251     $16,431,133      $108,368,557
                                              ==========         ========     ===========     ===========      ============


                             See accompanying notes.


                                        5







                        CAPITAL SENIOR LIVING CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                        Three Months Ended March 31,
                                                                                         1999                 1998
                                                                                        ----------       -----------
                                                                                        (Unaudited)      (Unaudited)
                                                                                                      


Operating Activities
Net income.................................................................          $  3,852,378          $ 1,926,166
Adjustments to reconcile net income to net                                                                             
  cash provided by operating activities:                                                                               
     Depreciation and amortization.........................................             1,120,713              560,172
     Amortization of deferred financing charges............................               143,420                   --
     Minority interest in consolidated partnerships........................               159,309               86,572
     Deferred taxes........................................................               100,910                   --
     Deferred income from affiliates.......................................               376,943                   --
     Deferred income.......................................................                90,043              (34,006)
     Changes in operating assets and liabilities:
        Accounts receivable................................................              (579,342)          (1,185,059)
        Accounts receivable from affiliates................................            (2,864,756)              (8,414)
        Interest receivable................................................              (152,746)                  --
        Federal and state income taxes payable.............................                94,944              500,417
        Prepaid expenses and other.........................................                15,102               70,222
        Accounts payable and accrued expenses..............................              (527,863)             257,922
        Customer deposits..................................................                (1,017)              14,410
        Other assets and due to affiliates.................................               (93,975)            (417,469)
                                                                                      ------------          ----------
Net cash provided by operating activities..................................             1,734,063            1,770,933
Investing Activities
Capital expenditures.......................................................              (750,895)          (1,465,805)
Change in investments in limited partnerships..............................               277,272             (406,072)
                                                                                      -----------          -----------
Net cash used in investing activities......................................              (473,623)          (1,871,877)
Financing Activities
Proceeds from notes payable and line of credit.............................               421,089            1,658,263
Repayments of notes payable................................................              (192,085)            (352,603)
Advances to affiliates.....................................................            (8,551,799)          (1,791,707)
Repurchase of HCP limited partnership interests............................                    --             (125,529)
Deferred loan charges paid.................................................                 4,987               (9,061)
                                                                                      -----------          -----------
Net cash used in financing activities......................................            (8,317,808)            (620,637)
                                                                                      -----------          -----------
(Decrease) in cash and cash equivalents....................................            (7,057,368)            (721,581)
Cash and cash equivalents at beginning of period...........................            35,827,270           48,125,225
                                                                                      -----------          -----------
Cash and cash equivalents at end of period.................................           $28,769,902          $47,403,644
                                                                                      ===========          ===========

Supplemental disclosures:
Cash paid during the period for:
     Interest                                                                         $ 1,336,920          $   168,603
                                                                                      ===========          ===========
     Income taxes                                                                     $ 1,420,000          $   692,000
                                                                                      ===========          ===========


                             See accompanying notes.





                                        6




                        CAPITAL SENIOR LIVING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)



1.       BASIS OF PRESENTATION

Capital Senior Living Corporation,  a Delaware corporation,  was incorporated on
October 25, 1996. The accompanying consolidated financial statements include the
financial  statements of Capital Senior Living  Corporation  (the "Company") and
its  subsidiaries and limited  partnerships  owned and controlled by it or under
common  ownership  prior to the  transfer of ownership  in  connection  with the
November 5, 1997 public offering and formation  transactions.  All  intercompany
balances and transactions have been eliminated in consolidation.

The accompanying  consolidated  balance sheet, as of December 31, 1998, has been
derived from audited  consolidated  financial  statements of the Company for the
year ended  December  31,  1998,  and the  accompanying  unaudited  consolidated
financial statements, as of March 31, 1999 and 1998, have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information  and note  disclosures  normally  included  in the annual  financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to those rules and  regulations.  For
further information, refer to the financial statements and notes thereto for the
year ended  December 31, 1998  included in the  Company's  Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 31, 1999.

In  the  opinion  of  the  Company,  the  accompanying   consolidated  financial
statements contain all adjustments (all of which were normal recurring accruals)
necessary to present  fairly the  Company's  financial  position as of March 31,
1999,  results of  operations  and cash flows for the three month  periods ended
March 31, 1999 and 1998 and changes in shareholders'  equity for the three month
period  ended  March 31,  1999.  The results of  operations  for the three month
period ended March 31, 1999 are not  necessarily  indicative  of the results for
the year ending December 31, 1999.

2.       TRANSACTIONS WITH AFFILIATES

Effective April 1, 1998, the Company obtained a 19% limited partnership interest
in Triad Senior Living I, L.P.  ("Triad I") for $330,243 in cash. The Company is
accounting for this  investment  under the equity method of accounting  based on
the provisions of the Triad I partnership  agreement.  The Company is developing
senior living communities for Triad I. Additionally, the Company loaned money to
Triad I pursuant to an unsecured loan facility not to exceed $10,000,000,  which
was increased to  $13,000,000  on March 31, 1999. The principal is due March 12,
2003.  The first  draw  under  this loan  facility  was made on March 12,  1998.
Interest  is due  quarterly  at 8% per annum.  This loan may be prepaid  without
penalty. At March 31, 1999,  $10,247,730 has been advanced to Triad I under this
loan facility.  The Company has deferred  interest income and  development  fees
from Triad I of $105,378 and $272,734, respectively, as of March 31, 1999.

Effective  September 23, 1998,  the Company  obtained a 19% limited  partnership
interest in Triad Senior Living II, L.P.  ("Triad II") for $74,100 in cash.  The
Company is accounting for this investment  under the equity method of accounting
based on the  provisions of the Triad II partnership  agreement.  The Company is
developing  senior living  communities for Triad II.  Additionally,  the Company
loaned  money to Triad II pursuant to an unsecured  loan  facility not to exceed
$7,000,000,  which was  increased  to  $10,000,000  on  January  15,  1999.  The
principal is due September 25, 2003. The first draw under this loan facility was



                                        7




                        CAPITAL SENIOR LIVING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)


made on September 25, 1998.  Interest is due quarterly at 10.5% per annum.  This
loan may be prepaid  without  penalty.  At March 31, 1999,  $4,795,966  has been
advanced to Triad II under this loan facility. The Company has deferred interest
income and development fees from Triad II of $17,119 and $110,815, respectively,
as of March 31, 1999.

Effective  November 10,  1998,  the Company  obtained a 19% limited  partnership
interest in Triad Senior  Living III,  L.P.  ("Triad III") for $142,500 in cash.
The  Company  is  accounting  for this  investment  under the  equity  method of
accounting based on the provisions of the Triad III partnership  agreement.  The
Company is developing senior living communities for Triad III. Additionally, the
Company  loaned money to Triad III pursuant to an unsecured loan facility not to
exceed $10,000,000.  The principal is due February 8, 2004. The first draw under
this loan  facility was made on February 8, 1999.  Interest is due  quarterly at
10.5% per annum.  This loan may be prepaid without  penalty.  At March 31, 1999,
$3,455,039 has been advanced to Triad III under this loan facility.  The Company
has deferred  interest income and development  fees from Triad III of $6,313 and
$216,836, respectively, as of March 31, 1999.

Effective  December 22,  1998,  the Company  obtained a 19% limited  partnership
interest in Triad Senior Living IV, L.P.  ("Triad IV") for $142,500 in cash. The
Company is accounting for this investment  under the equity method of accounting
based on the  provisions of the Triad IV partnership  agreement.  The Company is
developing  senior living  communities for Triad IV.  Additionally,  the Company
loaned  money to Triad IV pursuant to an unsecured  loan  facility not to exceed
$10,000,000.  The principal is due December 30, 2003.  The first draw under this
loan facility was made on December 30, 1998.  Interest is due quarterly at 10.5%
per  annum.  This  loan may be  prepaid  without  penalty.  At March  31,  1999,
$1,781,225 has been advanced to Triad IV under this loan  facility.  The Company
has deferred  interest income and  development  fees from Triad IV of $7,369 and
$108,249, respectively, as of March 31, 1999.

The management  agreements  with the Triad entities  provide the Company with an
option to purchase the  communities  developed by the Triad  entities upon their
completion  for an amount equal to the fair market value (based on a third-party
appraisal but not less than hard and soft costs and lease-up costs). The Company
also can purchase the partnership  interests of the non-Company  partners for an
amount equal to the amount such party paid for its interest,  plus noncompounded
interest at 12% per annum.  The Company has no  commitments  or  obligations  to
acquire any properties or additional  partnership  interests.  Also, the Company
has no commitments  relating to any of the secured loan facilities of any of the
above Triad entities.

         The  Company  provides a  guarantee  of its  subsidiaries'  development
agreement  and  management  agreement,   which  includes  an  operating  deficit
obligation.

3.       NET INCOME PER SHARE

Basic net income per share is  calculated by dividing net income by the weighted
average  number of common  shares  outstanding  during the  period.  Diluted net
income per share considers the dilutive effect of outstanding options calculated
using the treasury stock method.

The average daily price of the common stock during the first quarter of 1999 did
not exceed the exercise price of the options, and therefore, the options are not
considered dilutive for purposes of calculating diluted net income per share.


                                        8




                        CAPITAL SENIOR LIVING CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1999
                                   (Unaudited)

4.       CONTINGENCIES

On or about  October  23,  1998,  Robert  Lewis  filed a putative  class  action
complaint on behalf of certain  holders of Assignee  Interests in NHP Retirement
Housing Partners I Limited Partnership ("NHP") in the Delaware Court of Chancery
against NHP, the Company,  Capital Senior Living  Properties  2-NHPCT,  Inc. and
Capital Realty Group Senior Housing, Inc. (collectively,  the "Defendants"). Mr.
Lewis  purchased 90 Assignee  Interests in February 1993 for $180. The complaint
alleges among other things, that the Defendants breached, or aided and abetted a
breach of, the express and implied  terms of the NHP  Partnership  Agreement  in
connection  with the sale of four  properties  by NHP to Capital  Senior  Living
Properties 2-NHPCT, Inc. The complaint seeks, among other relief,  rescission of
the sale of those properties and unspecified  damages.  The Company believes the
complaint  is without  merit and  intends to  vigorously  defend  itself in this
action.

Triad I,  Triad  II,  Triad III and the  Company  have  agreed  to  settle  (the
"Settlement")  with Holiday  Retirement  Corporation  as well as Colson & Colson
Construction  Company and their architects  (collectively,  "Holiday") resolving
all claims among the parties  relating to a lawsuit  filed by Holiday,  alleging
that  copyright and related trade dress had been violated by the Company on five
communities  owned by Triad I, in which the Company is a 19% limited partner and
provides  development  services under a third party development  agreement.  The
Company had denied all allegations and had filed a counterclaim against Holiday.
The Settlement was resolved without any cost to the Company.

The Company has pending claims  incurred in the normal course of business which,
in the opinion of  management,  based on the advice of legal  counsel,  will not
have a material effect on the financial statements of the Company.

5.       PENDING MERGERS

         On February 7, 1999, the Company entered into definitive Agreements and
Plans of Merger with ILM Senior Living,  Inc. and ILM II Senior Living, Inc. for
a combined  transaction  value of  approximately  $174 million,  which  includes
approximately  $4 million of net  liabilities.  The primary assets of ILM Senior
Living,  Inc. and ILM II Senior Living,  Inc.  collectively are 13 senior living
communities  that have been managed by the Company under  management  agreements
since 1996. Under the two merger  agreements,  both ILM Senior Living,  Inc. and
ILM II Senior Living,  Inc. would  separately merge with and into a wholly owned
direct  subsidiary  of the Company  with the  aggregate  issued and  outstanding
shares of ILM Senior Living,  Inc. and ILM II Senior Living,  Inc.  common stock
eligible  to receive  65% of the  merger  consideration  in cash  (approximately
$110.5  million) and 35% in 8% convertible  trust preferred  securities  (with a
liquidation  value of  approximately  $59.5  million).  Both  mergers  have been
approved  by the  boards  of  directors  of each  company  and each  transaction
requires  the  approval  of the  applicable  shareholders  of either  ILM Senior
Living,  Inc. or ILM II Senior  Living,  Inc.  The  mergers  also are subject to
certain other customary  conditions,  including  regulatory  approvals,  and are
expected to be completed during the second half of 1999.






                                        9




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

The following  discussion  and analysis  addresses (i) the Company's  results of
operations for the three months ended March 31, 1999 and 1998, respectively, and
(ii)  liquidity  and  capital  resources  of the  Company  and should be read in
conjunction  with the  Company's  consolidated  financial  statements  contained
elsewhere in this report.

The Company  generates  revenue from a variety of sources.  For the three months
ended March 31, 1999, the Company's  revenue was derived as follows:  64.0% from
the  operation of 11 owned senior  living  communities  that are operated by the
Company; 7.1% from lease rentals from triple net leases of three skilled nursing
communities and four physical  rehabilitation centers; 5.2% from management fees
arising from management  services  provided for one affiliate owned and operated
senior  living  community  and 15 third party owned and operated  senior  living
communities;  and 21.7%  derived from  development  fees earned for managing the
development and construction of new senior living communities for affiliated and
unaffiliated third parties.

The Company  believes that the factors  affecting the financial  performance  of
communities managed under contracts with third parties do not vary substantially
from the factors  affecting  the  performance  of owned and leased  communities,
although there are different  business risks  associated with these  activities.
The Company's third-party management fees are primarily based on a percentage of
gross revenues.  As a result,  the cash flow and profitability of such contracts
to the Company are more dependent on the revenues  generated by such communities
and less  dependent on net cash flow than for owned  communities.  Further,  the
Company is not responsible for capital investments in managed communities. While
the management  contracts are generally  terminable  only for cause,  in certain
cases the contracts can be terminated  upon the sale of a community,  subject to
the Company's rights to offer to purchase such community.

The Company's  triple net leases  extend  through the year 2000 for three of its
owned  communities and through the year 2001 for four of its owned  communities.
The base  payments  under  these  leases are fixed and are not subject to change
based upon the  operating  performance  of these  communities.  Certain of these
leases  have   additional  rent  based  on  operating   performance.   Following
termination of the lease agreements,  the Company may either convert and operate
the communities as assisted living and Alzheimer's  care  communities,  sell the
communities or evaluate other alternatives.

The  Company's  current  management  contracts  expire on various  dates between
December 1999 and September 2009 and provide for management fees based generally
upon rates that vary by contract  from 4% of net revenues to 7% of net revenues.
In addition,  certain of the contracts  provide for supplemental  incentive fees
that vary by  contract  based  upon the  financial  performance  of the  managed
community.  The Company's development fees are generally based upon a percentage
of construction costs and are earned over the period commencing with the initial
development activities and ending with the opening of the community. As of March
31,  1999,  development  fees have been  earned  for  services  performed  on 35
communities under development or expansion for third parties.



                                       10




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Results of Operations

The following tables set forth for the periods indicated, selected statements of
income data in  thousands  of dollars and  expressed  as a  percentage  of total
revenues.




                                                                                Three Months Ended
                                                                                     March 31,
                                                                       1999                           1998
                                                           ----------------------------- -------------------------------
                                                                  $              %               $               %
                                                           --------------  ------------- ---------------- --------------
                                                                                                   


Revenues:
     Resident and healthcare revenue                          $ 9,903          64.0%          $4,935           59.1%
     Rental and lease income                                    1,093           7.1            1,068           12.8
     Unaffiliated management services revenue                     697           4.5              638            7.6
     Affiliated management services revenue                       112           0.7              379            4.5
     Unaffiliated development fees                                553           3.6              471            5.6
     Affiliated development fees                                2,805          18.1              639            7.7
     Other                                                        305           2.0              224            2.7
                                                              -------         ------         -------          ------
        Total revenue                                          15,468         100.0            8,354          100.0
                                                              -------         ------         -------          ------
Expenses:
     Operating expenses                                         5,968          38.6            3,755           44.9
     General and administrative expenses                        2,108          13.6            1,709           20.5
     Depreciation and amortization                              1,121           7.2              560            6.7
                                                              -------         ------         -------          ------
        Total expenses                                          9,197          59.4            6,024           72.1
                                                              -------         ------         -------          ------
Income from operations                                          6,271          40.6            2,330           27.9
Other income (expense):
     Interest income                                            1,733          11.2            1,093           13.0
     Interest expense                                          (1,478)         (9.6)            (178)          (2.1)
                                                              -------         ------         -------          ------
Income before income taxes and minority interest                                                                   
     in consolidated partnerships                               6,526          42.2            3,245           38.8
Provision for income taxes                                     (2,515)        (16.3)          (1,232)         (14.7)
                                                              -------         ------         -------          ------
Income before minority interest in                                                                                  
     consolidated partnerships                                  4,011          25.9            2,013           24.1
Minority interest in consolidated partnerships                   (159)         (1.0)             (87)          (1.0)
                                                              -------         ------         -------          ------
Net income                                                    $ 3,852          24.9%         $ 1,926           23.1%
                                                              =======         ======         =======          ======


Three Months  Ended March 31, 1999  Compared to the Three Months Ended March 31,
1998

Revenues.  Total  revenues were  $15,468,000 in the three months ended March 31,
1999  compared  to  $8,354,000  for the  three  months  ended  March  31,  1998,
representing an increase of $7,114,000, or 85.2%. The primary components of this
increase were resident and  healthcare  revenue of $4,968,000,  and  development
fees of  $2,248,000,  offset by a  decrease  in  affiliated  management  fees of
$267,000.  The increases were due to the  acquisition of six communities in 1998
and the addition of 23 development  contracts for managing the  development  and
construction  of new  senior  living  communities  owned by third  parties.  The
decrease  is due to the loss of  management  fees from  four of the  communities
acquired in 1998.

Expenses.  Total expenses were  $9,197,000 in the first quarter of 1999 compared
to  $6,024,000  in the  first  quarter  of 1998,  representing  an  increase  of
$3,173,000 due mainly to the acquisition of the six communities in 1998.


                                       11




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Other income and expenses.  Other income and expenses decreased $660,000, due to
an  increase in  interest  income of $640,000  offset by an increase in interest
expense of $1,300,000.  Interest income  increased as a result of an increase in
interest earned from Triad I, Triad II, Triad III and Triad IV and interest from
NHP Notes due to the partial  redemption of the NHP Notes and payment of accrued
interest.  The  increase  in  interest  expense is due to the  financing  of the
acquisition of the six communities acquired in 1998.

Provision for income  taxes.  Provision for income taxes in the first quarter of
1999 was  $2,515,000  compared to $1,232,000 in the first quarter of 1998.  This
increase is due to the increase in income before income taxes.

Minority  interest.  Minority interest  increased $72,000 due to the increase in
net income at HealthCare Properties, L.P. ("HCP").

Net  income.  As a  result  of  the  foregoing  factors,  net  income  increased
$1,926,000 to $3,852,000  for the three months ended March 31, 1999, as compared
to $1,926,000 for the three months ended March 31, 1998.

Liquidity and Capital Resources

In addition to  approximately  $29 million of cash  balances on hand as of March
31, 1999, the Company's  principal  sources of liquidity are expected to be cash
flows from  operations and amounts  available for borrowing  under its revolving
line of credit,  which was amended on April 8, 1999 to increase  the  commitment
from $20 million to $34 million.  There can be no assurance,  however,  that the
Company will continue to generate cash flows at or above current  levels or that
the Company will be able to meet its anticipated need for working capital.

The  Company  derives  the  benefits  and  bears  the  risks  attendant  to  the
communities  it owns.  The cash  flows and  profitability  of owned  communities
depends on the operating  results of such communities and are subject to certain
risks of ownership,  including the need for capital expenditures,  financing and
other risks such as those relating to environmental matters.

The cash flows and  profitability  of the Company's owned  communities  that are
leased to third parties depend on the ability of the lessee to make timely lease
payments.  At March 31, 1999,  HCP was operating one of its  properties  and had
leased seven of its owned  properties  under triple net leases to third  parties
until year 2000 or 2001. Four of these  properties are leased until year 2001 to
HealthSouth  Rehabilitation Corp.  ("HealthSouth"),  which provides acute spinal
injury  intermediate care at these properties.  HealthSouth  closed one of these
communities in 1994 and closed another  community in February of 1997 due to low
occupancy.  HealthSouth  has continued to make lease  payments on a timely basis
for all four properties.  Should the operators of the leased properties  default
on  payment  of their  lease  obligations  prior  to  termination  of the  lease
agreements,  six of the seven lease contracts contain a continuing  guarantee of
payment  and  performance  by the  parent  company of the  operators,  which the
Company  intends to pursue in the event of  default.  Following  termination  of
these leases,  the Company will either  convert and operate the  communities  as
assisted  living and  Alzheimer's  care  communities,  sell the  communities  or
evaluate other alternatives.  HCP's communities lessees are all current in their
lease  obligations  to HCP.  The lessee  for one  property  continues  to fund a
deficit between the required lease payment and operator's cash flow.



                                                        12




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The cash flows and  profitability of the Company's  third-party  management fees
are dependent upon the revenues and  profitability  of the communities  managed.
While the  management  contracts are  generally  terminable  only for cause,  in
certain  cases the  contracts  can be  terminated  upon the sale of a community,
subject to the Company's rights to offer to purchase such community.

The Company plans to continue to develop and acquire senior living  communities.
The development of senior living  communities  typically  involves a substantial
commitment of capital over a 12-month  construction  period during which time no
revenues are generated, followed by a 12- to 14-month lease-up period.

Effective April 1, 1998, Tri Point  Communities,  L.P. ("Tri Point"),  a limited
partnership owned by the Company's founders (Messrs.  Beck and Stroud) and their
affiliates, was organized and the interests of Messrs. Beck and Stroud were sold
at their  cost to  Triad  Senior  Living,  Inc.  and its  affiliates  which  are
unrelated third parties.  Tri Point was renamed Triad I. The new general partner
of Triad I owning 1%, is Triad  Senior  Living,  Inc.  The limited  partners are
Blake N. Fail (principal  owner of Triad Senior Living,  Inc.),  owning 80%, and
the Company,  owning 19%. The  development  agreements  between  Triad I and the
Company  provide  for a  development  fee  of 4% to  the  Company,  as  well  as
reimbursement  of  expenses  and  overhead  not to exceed  4%.  Triad I has also
entered into  management  agreements  with the Company  providing for management
fees in an amount  equal to the  greater of 5% of gross  revenues  or $5,000 per
month  per  community,  plus  overhead  reimbursement  not to exceed 1% of gross
revenues and a $500 per unit lease up fee. The Company has an option to purchase
the partnership  interests of Triad Senior Living, Inc. and Blake N. Fail for an
amount equal to the amount such party paid for its interest,  plus noncompounded
interest of 12% per annum.  The management  agreements  also provide the Company
with an option to  purchase  the  communities  developed  by Triad I upon  their
completion  for an amount equal to the fair market value (based on a third-party
appraisal but not less than hard and soft costs and lease-up costs).

Triad I has entered into construction loan facilities aggregating  approximately
$50,000,000  to  fund  its  development   activities  and  a  take-out  facility
aggregating approximately $50,000,000.

During 1998, the Company agreed to loan Triad I up to $10,000,000.  On March 31,
1999,  the loan amount was amended to up to  $13,000,000.  The  principal is due
March 12,  2003.  The first draw under this loan  facility was made on March 12,
1998.  Interest  is due  quarterly  at 8% per  annum.  This loan may be  prepaid
without penalty. At March 31, 1999, approximately  $10,248,000 has been advanced
to Triad I under this loan facility.

Effective  September 24, 1998, the Company and Triad II, a limited  partnership,
entered into a Development and Turnkey Services Agreement in connection with the
development  and management of the Company's  planned new Waterford  communities
where Triad II would own and finance the  construction  of the new  communities.
Triad II was organized on September 23, 1998.  The general  partner of Triad II,
owning 1%, is Triad Partners II, Inc. The limited partners are Triad Partner II,
Inc., owning 80%, and the Company, owning 19%.

The  Company  has an option  to  purchase  the  partnership  interests  of Triad
Partners  II, Inc. in Triad II for an amount equal to the amount such party paid
for its interests,  plus noncompounded interest of 12% per annum. The management
agreements with Triad II also provide the Company with an option to purchase the


                                       13




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

communities  developed by Triad II upon their  completion for an amount equal to
the fair market value (based on a  third-party  appraisal but not less than hard
and soft costs and lease-up costs).

Triad II has entered into construction and mini-perm loan facilities aggregating
approximately $26,000,000 to fund its development activities.

During the third  quarter  of 1998,  the  Company  agreed to loan Triad II up to
$7,000,000.  On  January  15,  1999,  the  loan  amount  was  amended  to  up to
$10,000,000.  The principal is due September 25, 2003. The first draw under this
loan facility was made on September 25, 1998, Interest is due quarterly at 10.5%
per  annum.  This  loan may be  prepaid  without  penalty.  At March  31,  1999,
approximately $4,800,000 has been advanced to Triad II under this loan facility.

Effective  November 10, 1998, the Company and Triad III, a limited  partnership,
entered into a Development and Turnkey Services Agreement in connection with the
development  and management of the Company's  planned new Waterford  communities
where Triad III would own and finance the  construction of the new  communities.
Triad III was organized on November 10, 1998. The general  partner of Triad III,
owning 1% is Triad  Partners III, Inc. The limited  partners are Triad  Partners
III, Inc., owning 80%, and the Company, owning 19%.

The  Company  has an option  to  purchase  the  partnership  interests  of Triad
Partners  III,  Inc.  in Triad III for an amount  equal to the amount such party
paid for its  interests,  plus  noncompounded  interest  of 12% per  annum.  The
management  agreements with Triad III also provide the Company with an option to
purchase the  communities  developed by Triad III upon their  completion  for an
amount equal to the fair market value (based on a third-party  appraisal but not
less than hard and soft costs and lease-up costs).

Triad  III  has  entered  into   construction   and  mini-perm  loan  facilities
aggregating approximately $51,000,000 to fund its development activities.

During the fourth  quarter of 1998,  the Company  agreed to loan Triad III up to
$10,000,000. The principal is due February 8, 2004. Interest is due quarterly at
10.5% per annum.  This loan may be prepaid  without  penalty.  At March 31,1999,
approximately  $3,455,000  has  been  advanced  to Triad  III  under  this  loan
facility.

Effective  December 30, 1998,  the Company and Triad IV, a limited  partnership,
entered into a Development and Turnkey Services Agreement in connection with the
development  and management of the Company's  planned new Waterford  communities
where Triad IV would own and finance the  construction  of the new  communities.
Triad IV was  organized on December 22, 1998.  The general  partner of Triad IV,
owning 1%, is Triad  Partners IV, Inc. The limited  partners are Triad  Partners
IV, Inc. owning 80%, and the Company, owning 19%.

The  Company  has an option  to  purchase  the  partnership  interests  of Triad
Partners  IV, Inc. in Triad IV for an amount equal to the amount such party paid
for its interests,  plus noncompounded interest of 12% per annum. The management
agreements  with Triad IV also  provide  with Company with an option to purchase
the communities  developed by Triad IV upon their  completion or an amount equal
to the fair market value  (based on a  third-party  appraisal  but not less than
hard and soft costs and lease-up costs).



                                       14




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

         The Company has made no  determination  as to whether it will  exercise
its  purchase  options in Triad I, Triad II, Triad III and Triad IV. The Company
will  evaluate  the  possible  exercise of each  purchase  option based upon the
business and financial  factors which may exist at the time those options may be
exercised.

Triad IV is  negotiating  commitments  for  loan  facilities  aggregating  up to
$50,000,000 to fund its development activities.

During the fourth  quarter of 1998,  the  Company  agreed to loan Triad IV up to
$10,000,000.  The principal is due December 30, 2003.  The first draw under this
loan facility was made on December 30, 1998.  Interest is due quarterly at 10.5%
per  annum.  This  loan may be  prepaid  without  penalty.  At March  31,  1999,
approximately $1,781,000 has been advanced to Triad IV under this loan facility.

Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer  programs or  hardware  that have  date-sensitive  software or embedded
chips may recognize the year 2000 as a date other than the year 2000. This could
result in a system failure or miscalculations causing disruptions of operations,
including,  among other things, a temporary  inability to process  transactions,
send invoices or engage in similar normal business activities.

Based on ongoing  assessments,  the Company has developed a program to modify or
replace  significant  portions of its software and certain  hardware,  which are
generally  PC-based systems,  so that those systems will properly  recognize and
utilize dates beyond December 31, 1999. The Company has substantially  completed
software  reprogramming  and software and hardware  replacement  as of March 31,
1999,  with 100%  completion  targeted  for  September  30,  1999.  The  Company
presently  believes  that  these  modifications  and  replacements  of  existing
software and certain  hardware  will mitigate the Year 2000 Issue.  However,  if
such  modifications  and  replacements are not completed  timely,  the Year 2000
Issue could have a material  impact on the operations of the Company.  The costs
of Year 2000  remediation are not expected to be material based on the Company's
operations.

The Company has assessed its exposure to operating equipment,  and such exposure
is not significant due to the nature of the Company's business.

The  Company  is not aware of any  external  agency  with a Year 2000 Issue that
would  materially  impact the  Company's  results of  operations,  liquidity  or
capital resources.  However,  the Company has no means of determining whether or
ensuring that external agents will be Year 2000-ready. The inability of external
agents to complete their Year 2000 resolution  process in a timely fashion could
materially impact the Company.

Management  of the  Company  believes  it has an  effective  program in place to
resolve the Year 2000 Issue in a timely manner.  As noted above, the Company has
completed most but not all not all necessary phases of its Year 2000 program. In
the  event  that the  Company  does not  complete  the  current  program  or any
additional  phases,  the Company could incur  disruptions to its operations.  In
addition,  disruptions in the economy generally  resulting from Year 2000 Issues
could also materially adversely affect the Company. The Company could be subject
to litigation or computer systems failure. The amount of potential liability and
cost revenue cannot be reasonably estimated at this time.


                                       15




                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The Company currently has no contingency plans in place in the event it does not
complete all phases of its Year 2000 program.  The Company plans to evaluate the
status of completion in mid-1999 and determine whether such a plan is necessary.

Forward-Looking Statements

Certain  information  contained  in  this  report  constitutes  "Forward-Looking
Statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended,
which can be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "anticipate," "estimate" or "continue" or the negative thereof
or other  variations  thereon or comparable  terminology.  The Company  cautions
readers that forward-looking statements,  including,  without limitation,  those
relating to the Company's future business prospects,  revenues, working capital,
liquidity,  capital  needs,  interest  costs and income,  are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those indicated in the forward-looking statements, due to several important
factors herein identified,  among others, and their risks and factors identified
from  time to time in the  Company's  reports  filed  with  the  Securities  and
Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's  primary  market risk exposure is interest rate risk. At March 31,
1999, the Company had  $67,095,275  million of variable rate debt tied to LIBOR,
consisting of one $19,395,275 revolving credit facility that matures on December
10, 2000,  which was amended on April 8, 1999 to extend the maturity to April 8,
2002 (the "Bank One Facility") and one $47,700,000  credit facility that matures
on October 1, 1999 (the "Lehman  Facility").  The Company  expects to complete a
refinancing  of the Lehman  Facility  with long term fixed rate  mortgage  loans
during the second or third quarter of 1999. Interest on the Bank One Facility is
based on LIBOR plus 1.7%. Interest on the Lehman Facility is based on LIBOR plus
1.875% At March 31,  1999,  the LIBOR rate was 4.94%.  An  increase  in interest
rates will  increase  the amount of interest  expense  incurred by the  Company.
Other notes payable of $14,223,762  consists of fixed rate mortgage loans. Notes
receivable of $20,279,961 are also fixed rate financial instruments.

The Company is also exposed to market risks from  fluctuations in interest rates
and  the  effects  of  those  fluctuations  on the  market  values  of its  cash
equivalent short-term  investments.  The cash equivalent short-term  investments
consist primarily of overnight investments that are not significantly exposed to
interest  rate risk,  except to the extent that  changes in interest  rates will
ultimately affect the amount of interest income earned on these investments.





                                       16





                        CAPITAL SENIOR LIVING CORPORATION
                                 March 31, 1999


PART II.          OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

On or about  October  23,  1998,  Robert  Lewis  filed a putative  class  action
complaint on behalf of certain  holders of Assignee  Interests in NHP Retirement
Housing Partners I Limited Partnership ("NHP") in the Delaware Court of Chancery
against NHP, the Company,  Capital Senior Living  Properties  2-NHPCT,  Inc. and
Capital Realty Group Senior Housing Inc. (collectively,  the "Defendants").  Mr.
Lewis  purchased 90 Assignee  Interests in February 1993 for $180. The complaint
alleges among other things,  that the Defendant's breach, or aided and abetted a
breach of, the express and implied  terms of the NHP  Partnership  Agreement  in
connection  with the sale of four  properties  by NHP to Capital  Senior  Living
Properties 2-NHPCT, Inc. The complaint seeks, among other relief,  rescission of
the sale of those properties and unspecified  damages.  The Company believes the
complaint  is without  merit and  intends to  vigorously  defend  itself in this
action.

Triad I,  Triad  II,  Triad III and the  Company  have  agreed  to  settle  (the
"Settlement")  with Holiday  Retirement  Corporation  as well as Colson & Colson
Construction  Company and their architects  (collectively,  "Holiday") resolving
all claims among the parties  relating to a lawsuit  filed by Holiday,  alleging
that  copyright and related trade dress had been violated by the Company on five
communities  owned by Triad I, in which the Company is a 19% limited partner and
provides  development  services under a third party development  agreement.  The
Company had denied all allegations and had filed a counterclaim against Holiday.
The Settlement was resolved without any cost to the Company.

The Company has pending claims  incurred in the normal course of business which,
in the opinion of  management,  based on the advice of legal  counsel,  will not
have a material effect on the financial statements of the Company.


Item 2.           CHANGES IN SECURITIES (Use of proceeds from public offering)

The Company's  initial  Registration  Statement on Form S-1, File No. 333-33379,
was declared effective by the Securities and Exchange  Commission on October 30,
1997 (the  "Offering").  The Offering was managed by Lehman  Brothers Inc., J.C.
Bradford & Co., Donaldson,  Lufkin & Jenrette  Securities  Corporation and Smith
Barney Inc. A total of 10,350,000  shares of Common Stock,  including  1,350,000
shares subject to an over-allotment option, were registered. The net proceeds to
the Company from the sale of such shares were approximately $128,407,000,  after
deducting underwriting discounts and commissions of approximately $9,742,000 and
Offering  expenses of  approximately  $1,576,000  paid by the Company.  From the
effective date of the Registration  Statement through the end date of the period
covered by this report, the Company has used approximately $1,600,000 of the net
proceeds of the Offering for expenses associated with the Offering. In addition,
the Company  used a portion of such net proceeds as follows:  (i)  approximately
$70,800,000  of such net  proceeds  to repay the  indebtedness  incurred  by the
Company  to  acquire  assets   (including   construction  in  progress)  in  the
transactions   undertaken  at  the  closing  of  the  Offering  (the  "Formation
Transactions");  (ii) approximately $18,100,000 to repay certain notes issued in
conjunction  with the  Formation  Transactions  (the  "Formation  Note");  (iii)
approximately  $5,800,000  to pay  the  balance  of  the  purchase  price  to an
affiliate related to the purchase of assets on the Formation Transactions;  (iv)
approximately   $1,200,000  of  such  net  proceeds  to  repay  indebtedness  to
affiliates;  (v)  approximately  $8,246,000  of such net proceeds to acquire the
four senior living communities from NHP; (vi) approximately $505,000 of such net
proceeds  to  purchase  land  in   Carmichael,   CA;  and  (vii)   approximately
$10,248,000, $4,800,000, $3,455,000 and  $1,781,000  advanced  to Triad I, Triad


                                       17





II, Triad III and Triad IV,  respectively.  There has not been a material change
in the use of proceeds described in the Company's prospectus.


Item 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable


Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable


Item 5.           OTHER INFORMATION

                  Not Applicable





                                       18





Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (A)      Exhibits:

                           10.1     1999  Amended and Restated  Loan  Agreement,
                                    dated  as of  April 8,  1999,  by and  among
                                    Capital Senior Living Properties, Inc., Bank
                                    One,  Texas,  N.A.  and  the  other  Lenders
                                    signatory thereto.

                           10.2     Amended and Restated Draw  Promissory  Note,
                                    dated March 31, 1999, of Triad Senior Living
                                    I, L.P.,  in favor of Capital  Senior Living
                                    Properties, Inc.

                           10.3     Amended and Restated  Draw  Promissory  Note
                                    (Fairfield),  dated  January  15,  1999,  of
                                    Triad Senior  Living II,  L.P.,  in favor of
                                    Capital Senior Living Properties, Inc.

                           10.4     Amended and Restated  Draw  Promissory  Note
                                    (Baton  Rouge),  dated  January 15, 1999, of
                                    Triad Senior  Living II,  L.P.,  in favor of
                                    Capital Senior Living Properties, Inc.

                           10.5     Amended and Restated  Draw  Promissory  Note
                                    (Oklahoma City),  dated January 15, 1999, of
                                    Triad Senior  Living II,  L.P.,  in favor of
                                    Capital Senior Living Properties, Inc.

                           27.1     Financial Data Schedule

                  (B)      Reports on Form 8-K

                           (i)      The  Registrant  filed a report on Form 8-K,
                                    dated  February  7, 1999 to report  entering
                                    into an Agreement and Plan of Merger,  dated
                                    February   7,   1999,   by  and   among  the
                                    Registrant,     Capital     Senior    Living
                                    Acquisition,   LLC,  Capital  Senior  Living
                                    Trust I and ILM Senior Living, Inc.

                           (ii)     The  Registrant  filed a report on Form 8-K,
                                    dated  February  7, 1999 to report  entering
                                    into an Agreement and Plan of Merger,  dated
                                    February   7,   1999,   by  and   among  the
                                    Registrant,     Capital     Senior    Living
                                    Acquisition,   LLC,  Capital  Senior  Living
                                    Trust I and ILM II Senior Living, Inc.





                                       19




                                         CAPITAL SENIOR LIVING CORPORATION
                                                  March 31, 1999


Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Capital Senior Living Corporation
(Registrant)

By:      /s/ Lawrence A. Cohen                                         
         ----------------------
         Lawrence A. Cohen
         Vice Chairman of the Board, Acting Chief Executive Officer and Chief
         Financial Officer
         (Principal Financial Officer and Duly Authorized Officer)


Date:    May 14, 1999


                                       20