8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 29, 2004


                        CAPITAL SENIOR LIVING CORPORATION
             (Exact name of registrant as specified in its charter)


            Delaware                 1-13445                   75-2678809
(State or other jurisdiction of   (Commission File           (IRS Employer
          incorporation)             Number)               Identification No.)

             14160 Dallas Parkway, Suite 300
                      Dallas, Texas                              75254
         (Address of principal executive offices)             (Zip Code)


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


                                (Not Applicable)
          (Former name or former address, if changed since last report)










Item 5.  Other Events and Regulation FD Disclosure


         The Registrant files herewith the exhibit listed in Item 7(c) below.


Item 7(c).  Exhibits


         The  following  exhibit is  furnished  in  accordance  with Item 601 of
Regulation S-K:


            99.1     Press Release








                                       2



                                   SIGNATURES

         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 hereunto duly authorized.


                                       CAPITAL SENIOR LIVING CORPORATION
                                       (Registrant)


Date:  January 29, 2004                By: /s/ David R. Brickman
                                          ------------------------------------
                                          David R. Brickman
                                          Vice President and General Counsel

















                                       3



                                INDEX TO EXHIBITS



Exhibit No.            Exhibit

99.1                   Press Release

















                                       4

EX-99.1

                                                                    Exhibit 99.1

     Capital Senior Living Corporation Announces Pricing of Public Offering
                       of 5,000,000 Shares of Common Stock

DALLAS  --  (BUSINESS  WIRE)  --  January  28,  2004 --  Capital  Senior  Living
Corporation (NYSE:CSU),  one of the country's largest operators of senior living
communities,  announced today the pricing of a public offering by the Company of
5,000,000  shares of its  common  stock at a price of $6.00 per  share.  The net
proceeds  of the  offering  are  expected  to be  approximately  $27.9  million,
excluding any exercise of the over-allotment  option. The Company intends to use
approximately  $13.7  million  of the net  proceeds  from the sale of its common
stock in this  offering  to retire  debt which  matures on October  15, 2004 and
which  has a  current  interest  rate  of 9%.  The  Company  intends  to use the
remainder  of the net  proceeds  to invest,  directly or  indirectly,  in senior
housing  communities  for  working  capital  and  for  other  general  corporate
purposes.

Jefferies  & Company,  Inc.  is the lead  managing  underwriter,  and  Southwest
Securities,  Inc. is the co-manager in the offering.  The underwriters have been
granted an option from the Company to purchase up to 750,000  additional  shares
of Common  Stock to cover  over-allotments,  if any.  The common  stock is being
issued under Capital Senior's existing shelf  registration  statement filed with
the Securities  and Exchange  Commission and is being offered only by means of a
prospectus  and related  prospectus  supplement.  A copy of the  prospectus  and
related  prospectus  supplement  relating to the offering  may be obtained  from
Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, NY 10022 or
Southwest Securities, Inc., 1201 Elm Street, Suite 3500, Dallas, TX 75270.

This communication  shall not constitute an offer to sell or the solicitation of
an offer to buy such  common  stock nor shall  there be any sale of such  common
stock in any state in which such offer,  solicitation  or sale would be unlawful
under the securities laws of any such state.

ABOUT THE COMPANY

Capital Senior Living  Corporation is one of the nation's  largest  operators of
residential  communities for senior adults. The Company's  operating  philosophy
emphasizes a continuum of care, which integrates  independent  living,  assisted
living and home care services,  to provide  residents the  opportunity to age in
place.

The Company  currently  owns and/or  operates  41  communities  in 20 states and
manages one community with a total capacity of approximately 6,900 residents. In
the  communities   operated  by  the  Company,  86  percent  of  residents  live
independently and 14 percent of residents require  assistance with activities of
daily living.

The forward-looking  statements in this release are subject to certain risks and
uncertainties that could cause results to differ materially from those projected
including, but not without limitation to, the Company's ability to find suitable
acquisition  properties  at  favorable  terms,  financing,  licensing,  business
conditions, risks of downturns in economic condition generally,  satisfaction of
closing  conditions  such as those  pertaining  to  licensure,  availability  of
insurance at commercially reasonable rates, and changes in accounting principles
and interpretations. These and other risks are detailed in the Company's reports
filed periodically with the Securities and Exchange Commission.


Contact Information:
     Capital Senior Living Corporation
     Ralph A. Beattie, Chief Financial Officer at 972-770-5600