EXHIBIT 3.2

                  AMENDMENTS TO AMENDED AND RESTATED BYLAWS OF
                        CAPITAL SENIOR LIVING CORPORATION



        The  amendments  to Sections  6.7-6.15 of Article Six of the Amended and
      Restated Bylaws (the "Bylaws") of Capital Senior Living  Corporation  (the
      "Corporation") set forth below were duly adopted by the Board of Directors
      of the  Corporation  at a special  meeting of the Board of Directors  held
      March 22, 1999.

        A new Section 6.7 shall be inserted between current Sections 6.6 and 6.7
      of the Bylaws to read as follows:

                      "6.7 Chairman.  Subject to the supervision of the board of
                 directors,  the chairman of the Corporation  shall have general
                 executive charge, management, and control of the properties and
                 operations  of the  Corporation  in the ordinary  course of its
                 business,  with all such powers with respect to such properties
                 and   operations  as  may  be   reasonably   incident  to  such
                 responsibilities. The chairman shall have such other powers and
                 duties as may be prescribed by the board of directors."

        The  Sections  of Article  Six  numbered  6.7-6.15  shall be  renumbered
      6.8-6.16  respectively and follow immediately after newly inserted Section
      6.7.

        The foregoing  amendments  to the Bylaws were  effective as of March 22,
      1999.


                                               CAPITAL SENIOR LIVING CORPORATION



                                               By:     /s/ James A. Stroud
                                                       -------------------------
                                                      James A. Stroud, Secretary