EXHIBIT 10.106

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                              OF LAWRENCE A. COHEN

This second amendment (the "Amendment") to the Employment Agreement of Lawrence
A. Cohen is entered into effective as of January 16, 2003, by and between
Capital Senior Living Corporation (the "Company") and Lawrence A. Cohen
("Employee").

WHEREAS, the Company and Employee entered into the Employment Agreement dated
June 1, 1999, as amended by the Amendment to Employment Agreement dated June 1,
2002, (the "Employment Agreement"), and

WHEREAS, the Company and Employee desire to amend the Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the
parties hereto and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1.    The first phrase of the second sentence of Paragraph 1 that reads,
            "In such capacity, Employee shall report to the Chairman of the
            Company of CSL" shall be deleted, and the following substituted in
            its place: "In such capacity, Employee shall have the duties
            specified for such position in the CSL Bylaws in effect from time to
            time and shall report to the Board of Directors of CSL".

IN WITNESS WHEREOF, this Amendment has been duly executed on the 27 day of
January, 2003.

                                    COMPANY: CAPITAL SENIOR LIVING CORPORATION

                                    By: /s/ David R. Brickman
                                        --------------------------------------


                                    EMPLOYEE:

                                    By: /s/ Lawrence A. Cohen
                                       ---------------------------------------
                                            Lawrence A. Cohen