EXHIBIT 3.2.2

                AMENDMENT NO. 2 TO AMENDED AND RESTATED BYLAWS OF
                        CAPITAL SENIOR LIVING CORPORATION


         The amendments to the Bylaws of Capital Senior Living Corporation, a
Delaware corporation (the "Corporation"), set forth below were duly adopted by
the Board of Directors of the Corporation at a meeting held January 16, 2003.

         Sections 6.7 through 6.11 of the Bylaws are hereby amended to read in
their entirety as follows:

                  "6.7 Chairman. The chairman of the Corporation shall have
                  duties of general business development, designated loan
                  negotiations on behalf of the Corporation, litigation
                  supervision involving the Corporation, and human resource
                  supervision involving the non-facility based employees, with
                  all such powers with respect to these duties as may be
                  reasonably incident to such responsibilities. The chairman
                  shall report to the Corporation's chief executive officer and
                  the Corporation's board of directors and shall have such other
                  powers and duties as may be prescribed by the board of
                  directors.

                  6.8 Chief Executive Officer. The chief executive officer of
                  the Corporation shall have the general control, management and
                  supervision of the business and affairs of the Corporation and
                  all of its assets, properties, operations, executive and other
                  officers and employees. In general, the chief executive
                  officer shall have and be permitted to exercise all of the
                  powers and responsibilities usually appertaining to the office
                  of chief executive officer of a corporation. The chief
                  executive officer shall report to the Corporation's board of
                  directors and shall have such other powers and duties as may
                  be prescribed by the board of directors.

                  6.9 President and Chief Operating Officer. The president and
                  chief operating officer of the Corporation shall have general
                  oversight of the management, marketing and development of the
                  Corporation's properties, with all such powers with respect to
                  such properties and operations as may be reasonably incident
                  to such responsibilities. The president and chief operating
                  officer shall report to the Corporation's chief executive
                  officer and the Corporation's board of directors and shall
                  have such other powers and duties as may be prescribed by the
                  board of directors.

                  6.10 Chief Financial Officer. The chief financial officer of
                  the Corporation shall be the principal accounting and
                  financial officer of the Corporation and shall have the
                  general control, management and supervision of all matters
                  pertaining to the





                  accounts and finances of the Corporation, including its
                  internal accounting controls and procedures, audited and
                  unaudited financial statements, books of account, payment and
                  collection procedures, bank accounts and deposits, and other
                  related matters. In general, the chief financial officer shall
                  have and be permitted to exercise all of the powers and
                  responsibilities usually appertaining to the office of chief
                  financial officer of a corporation. The chief financial
                  officer shall report to the Corporation's chief executive
                  officer and the Corporation's board of directors and shall
                  have such other powers and duties as may be prescribed by the
                  board of directors.

                  6.11  [Intentionally Omitted]"