8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 10, 2006

Capital Senior Living Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13445	75-2678809
(Commission File Number)	(IRS Employer Identification No.)

14160 Dallas Parkway Suite 300 Dallas Texas	75254
(Address of Principal Executive Offices)	(Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

     Joint Venture

     Capital Senior Living Corporation (the “Company”) formed a joint venture with GE Healthcare Financial Services to acquire five senior housing communities from a third party. Under the venture agreement, the Company will receive its proportionate interest based on capital contributions, will earn management fees and may receive additional incentive distributions.

     The joint venture has contracted to purchase five communities for $46.85 million. These communities comprise 293 assisted living units with resident capacity of 389. Current combined occupancy at the five communities is approximately 92 percent. The acquisition is scheduled to close in early 2006, pending approvals and other customary closing conditions.

     Slide Show

     Attached hereto as Exhibit 99.1 is a slideshow presentation of the Company.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in this slideshow that become untrue because of new information, subsequent events or otherwise.

9.01 Financial Statements and Exhibits

     (a) Not applicable.

     (b) Not applicable.

     (c) Exhibits.

     The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 7.01:

99.1 Capital Senior Living Corporation slideshow presentation

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.

Date: January 10, 2006	Capital Senior Living Corporation
	By:	/s/ Ralph A. Beattie
	Name: Title:	Ralph A. Beattie Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Exhibit Name

     The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 7.01:

99.1 Capital Senior Living Corporation slideshow presentation

EX-99.1

Exhibit 99.1

Forward-Looking Statements The forward-looking statements in this presentation are subject to certain risks and uncertainties that could cause results to differ materially, 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 conditions generally, satisfaction of closing conditions such as those pertaining to licensures, 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 with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward- looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.

Investment Highlights Strong demographic trends and improving metrics Highly fragmented industry with acquisition opportunities Established national platform High quality communities at affordable rates Predominately private pay with minimal federal regulation Financial leverage through joint venture partners Experienced management team with demonstrated ability to operate and develop

Company Overview Resident Capacity Resident Capacity Resident Capacity Resident Capacity Number of Communities IL AL SN Total Wholly Owned 29 4,245 416 170 4,831 JV Ownership/Mgmt. 4 454 244 -- 698 Leased 7 1,299 117 -- 1,416 Management Only 15 1,562 408 -- 1,970 _______ ___________ _______ _______ ___________ Total 55 7,560 1,185 170 8,915 Percentage 85% 13% 2% 100% Owns and/or operates 55 communities in 20 states

Source: U.S. Census Bureau Senior Living Industry Demographics Estimated Growth in Elderly Population 2000 - 2030 17.9 18.5 19.6 22.3 27.0 32.6 16.6 8.9 7.4 6.7 6.4 5.8 4.9 4.2 0 10 20 30 40 2000 2005 2010 2015 2020 2025 2030 Population Age 75+ Population Age 85+ Population (M)

Senior Housing Construction Total Units and Industry Occupancy Percentages Source: American Seniors Housing Association Seniors Housing Construction Report, 2005 NIC Key Financial Indicators 1997 1998 1999 2000 2001 2002 2003 2004 2005 IL 9671 10206 13042 12415 9274 5077 6028 7216 6843 AL 22380 32666 31273 14096 8005 3627 6147 6034 6022 CCRC 10709 4991 17749 6244 5408 8225 7732 10302 10497 Srs. Apt. 2823 2804 3815 2550 6277 4566 8789 8632 8776

Senior Living Industry Seniors Housing Property Supply(21,203 properties) (1) Source: American Seniors Housing Association Seniors Housing Construction Report, 2005 Source: American Seniors Housing Association Seniors Housing Statistical Handbook Assisted Living - 35% Independent Living - 30% Seniors Apartments - 25% CCRC - 10% East 35 30 25 10 Seniors Housing Capitalized Market Value ($176,425,190,000) (2) AL IL Srs Apart. CCRC 39.6 57.3 15.9 63.6 $ in Billions AL IL Srs. Apart. CCRC

Source: PriceWaterhouseCoopers/National Investment Conference Effective Demand for Senior Living Senior Living Industry Beds (000s) Elderly Population With Income Over $15,000 2000 2005 2010 2015 2020 2025 2030 Independent Living 640 695 750 870 990 1190 1390 Skilled Nursing 670 720 770 865 960 1135 1310 Assisted Living 510 550 590 655 720 860 1000

The Capital Advantage: Independent Lifestyles

Resident Demographics at CSU Communities Average age of resident: 85 years Average age of resident moving in: 82 years Average stay period: 2-3 years Resident turnover is primarily attributed to death or need for higher care 80% of residents are women

The Capital Advantage: High-Quality Communities

The Capital Advantage: Established National Platform Wholly Owned (29) JV Ownership/Managed (4) Leased (7) Management Only (15) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Dallas Region David Beathard (31) Sally Vann (23) Midwest Region Mark West (19) Gary Fernandez (8) Western Region Lesley Tejada (27) Jolene Carlson (14) Eastern Region Gary Vasquez (25) Tina Tedford (17) ? ? ? ? ? ? ? ? SW Region Greg Boemer (13) Lynda Warren (25) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Parenthetical indicates years of experience in industry ? ? ? ? ? ? ? ? ? District Manager Kevin Wilbur (8 ) Texas Region Carole Burnell (8) Rob Goodpaster (28) ? ?

The Capital Advantage: 155 Years of Management Experience James A. Stroud Chairman 20 Keith N. Johannessen President/COO 26 Glen H. Campbell VP Development 30 Industry Experience (Years) David W. Beathard VP Operations 31 Rob L. Goodpaster VP Marketing 28 Lawrence A. Cohen Vice-Chairman/CEO 20

Status of Communities As of November 8, 2005 Stabilized Lease-up Renovations/ re-leasing Wholly Owned 23 5 1 JV Ownership/Management 2 2 -- Leased 7 -- -- Management Only 13 2 -- Total 45 9 1

The Capital Advantage: Proven Track Record Industry Averages CSU IL AL Occupancy1 91.0% 92.0% 89.0% Operating margins2, 3 45.0% 43.9% 38.3% 1. Third Quarter 2005 CSU and Second Quarter 2005 NIC Key Financial Indicators 2. Before property taxes, insurance and management fees 3. CSU Third Quarter 2005 and from The State of Seniors Housing 2004 by the American Seniors Housing Association (ASHA) Stabilized Operating Results

The Capital Advantage: Proven Track Record Industry Averages CSU IL AL Revenues 6.4% 4.6% 6.1% Operating Expenses 2.1% 4.9% 8.0% NOI 15.7% 5.0% 10.0% Occupancy 2.1% 0.3% 2.1% Source: CSU Third Quarter 2005 and from The State of Seniors Housing 2005 by the American Seniors Housing Association (ASHA) Same Store Analysis

Yearly Median Increases in Resident Revenue Source: ASHA The State of Seniors Housing 2005 Independent Living Independent Living Assisted Living Assisted Living Existing New Existing New Residents Residents Residents Residents 2004 2003 2002 4% 4% 4% 4% 5% 5% 5% 4% 5% 5% 5% 5% 2001 4.5% 5% 5% 5.5% 2000 4% 5% 4% 4.5% 1999 4% 4% 3.5% 5% 1998 4% 4% 4% 5% 1997 3.5% 4% 3.5% 5% 1996 3.5% 4% 4% 5% 1995 4% 4% 4% 5%

2006 Business Plan Sale/leaseback transactions - generate gains - convert equity in properties to cash - reduce and fix interest rates on remaining debt - acquire CGI owned communities Maximize value of stabilized communities - improve operating income - increase assisted living capacity - expand ancillary/supportive services Expense Management - property level - corporate level Investor Relations

2006 Business Plan Acquisitions - joint ventures - REIT acquisitions / leasebacks Increase third party fee income - management - development

Ventas Sale/Leaseback Transaction Joint venture between CSU and Blackstone sold six communities to Ventas for $85 million; CSU leased back the communities from Ventas CSU has leased the communities for ten years with two five year renewal options; initial rate is 8% CSU recorded a gain of approximately $4.2 million on the sale, to be recognized over 10 years Proceeds to CSU are approximately $6.1 million, compared to original investment of $1.6 million CSU will begin consolidating revenues and expenses of the six communities, along with the lease expense Annualizing results through August 2005, the six communities produced approximately $20.1 million of revenue and $7.7 million of NOI

CGIM Transaction Capital assumed management of 14 communities, increasing resident capacity by approximately 1,800, 78% IL and 22% AL Capital paid $2.0 million in cash at closing in addition to two installment payments totaling $366k. Additional installments of $400k and $650k are potentially due on the third and fifth anniversaries respectively, if third party management fees increase Capital has the exclusive right and option to purchase the seven owned communities for $41 million through February 2007 and thereafter for $42 million through August 2009

Operating Leverage from Achieving 93% Occupancy in Wholly-Owned Communities $1.8M3 $2.1M2 $41.7M 1 $4.5M3 $2.7M2 $54.3M 1 1. Annualized revenue as of September 2005 2. Effect of a 5% increase in average rents 3. Effect of achieving 93% average occupancy Mature Communities Waterford / Wellington Communities

Growth Strategies: Joint Ventures Joint venture partners - Blackstone - GE Healthcare Services - Prudential Seeking additional acquisitions of senior housing communities Co-invest with joint venture partners to participate in economics: 5% - 10% CSU 95% - 90% joint venture partners Earn management fees under long-term contracts and potential additional incentive payments

Joint Ventures: Benefits of Financial Leverage 75% Debt / 25% Equity 75% Debt / 25% Equity 70% Debt / 30% Equity 70% Debt / 30% Equity Cap Rate 8% 9% 8% 9% Interest Rate 6.0% 6.0% 6.0% 6.0% ROE 14.0% 18.0% 12.7% 16.0% ROE w/25 year amortization 8.5% 12.5% 8.4% 11.7%

Example of Joint Venture Economics Venture CSU Partner NOI $ 10,000,000 Cap Rate 8% Purchase Price $125,000,000 Debt $ 93,750,000 Equity $ 31,250,000 $3,125,000 $28,125,000 Revenues $ 30,000,000 Mgt. Fees (5%) $1,500,000 ROE (14%) $ 437,500 $ 3,937,500 Total First Year Return $1,937,500 $ 3,937,500 Total Return % 62% 14%

Income Statement Q3 Comparison (in millions, except per share) 2005 2004 Resident & Health Care Revenue $24.1 $23.0 Other Revenue 1.0 0.7 Total Revenues $25.1 $23.7 Operating Expenses 16.5 16.5 General & Administrative Expenses 2.4 2.1 Depreciation & Amortization 3.2 3.0 Total Expenses $22.1 $21.6 Income from Operations 3.0 2.1 Other Income/(Expense) (4.7) (3.8) Taxes & Minority Interests 0.6 0.3 Net Income Earnings Per Share Cash Earnings Per Share ($1.1) ($0.04) $0.08 ($1.4) ($0.05) $0.06 Excluding treasury rate locks

Balance Sheet As of September 30, 2005 (in millions) Cash and Securities $ 18.5 Current Liabilities $ 25.2 Other Current Assets 21.3 Long-Term Debt 254.1 Total Current Assets $ 39.8 Other Liabilities 10.8 Fixed Assets 373.8 Total Liabilities $ 290.1 Assets Held for Sale 2.0 Stockholders' Equity $ 146.9 Other Assets 21.4 Total Assets $ 437.0 Total Liabilities & Equity $ 437.0