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                            SCHEDULE 14A INFORMATION

                                 PROXY STATEMENT
  PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement     / / Confidential, For Use of Commission Only
                                        (as permitted by Rule 14a-6(e)(2))

/ / Definitive Proxy Statement

/X/ Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                             ILM SENIOR LIVING, INC.

                (Name of Registrant as Specified in Its Charter)

    (Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / No fee required

/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: Common
Stock, $.01 par value of ILM Common Stock (ILM Common Stock)

(2) Aggregate number of securities to which the transaction applies: 7,520,100
shares of ILM Common Stock

(3) Per unit price or other underlying value of the transaction computed
pursuant to Exchange Act Rule 0-11. The Fee has been calculated as follows:

Pursuant to Rule 0-11(c)(1) under the Exchange Act, a fee of $19,942.30
previously was paid to the Commission in connection with the filing of the
Registrant's initial preliminary proxy materials on April 19, 1999 (at which
time the maximum aggregate value of the transaction was $95,890,000).

(4) Proposed maximum aggregate value of the transaction: $87,429,000

(5) Total fee paid: -0-

/X/ Fee paid previously with preliminary materials:

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, of
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:
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                             ILM SENIOR LIVING, INC.
                        1750 Tysons Boulevard, Suite 1200
                          Tysons Corner, Virginia 22102

                                                  June 12, 2000

                  AN IMPORTANT REMINDER REGARDING THE PROPOSED
                  MERGER WITH CAPITAL SENIOR LIVING CORPORATION

Dear Shareholder:

         ACCORDING TO OUR RECORDS, YOUR SIGNED PROXY HAS NOT YET BEEN RECEIVED
FOR THE IMPORTANT SPECIAL MEETING OF SHAREHOLDERS OF ILM SENIOR LIVING, INC.
WHICH IS SCHEDULED TO BE HELD IN A FEW SHORT DAYS, ON THURSDAY, JUNE 22, 2000 AT
THE KEY BRIDGE MARRIOTT HOTEL, 1401 LEE HIGHWAY, ARLINGTON, VIRGINIA 22209.

         As indicated in the proxy materials which were recently sent to you,
the Special Meeting will be held for the following important purposes:

         1.       To consider and vote upon a proposal to approve the Amended
                  and Restated Agreement and Plan of Merger dated October 19,
                  1999, as amended, among ILM Senior Living, Inc., a Virginia
                  finite-life corporation, Capital Senior Living Corporation, a
                  Delaware corporation, and Capital Senior Living Acquisition,
                  LLC, a Delaware limited liability company, whereby ILM will be
                  merged with Capital Acquisition upon the terms and subject to
                  the conditions of the merger agreement described in the proxy
                  statement; and

         2.       To transact such other business as may properly be presented
                  at the Special Meeting or any adjournment or postponement of
                  the special meeting.

         BEFORE WE CAN COMPLETE THE MERGER, A VOTE "FOR" THE MERGER BY THE
HOLDERS OF AT LEAST 66-2/3% OF THE OUTSTANDING ILM COMMON STOCK IS REQUIRED. IF
THE MERGER IS APPROVED, YOU WILL RECEIVE $11.63 IN CASH FOR EACH SHARE OF ILM
COMMON STOCK YOU OWN AND YOUR FORMER SHARES OF ILM COMMON STOCK WILL BE
CANCELED. Accordingly, after the merger you no longer will have any ownership
interest in ILM and you will not participate in the potential future earnings
and growth of ILM or Capital.

         As indicated in the proxy statement that was recently sent to you,
after careful consideration of a number of factors and circumstances which are
described in the proxy statement, your Board of Directors has determined that
the merger is fair to you and in your best interests and that the merger is
advisable. YOUR BOARD OF DIRECTORS HAS ADOPTED THE MERGER AGREEMENT AND
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT.

         Regardless of the number of shares you own, your vote is important.
Please read the proxy statement and, if you hold shares in your own name and not
through a broker, please sign, date and mail the enclosed duplicate proxy card
today, but if you hold shares in "street name" through your broker, please
instruct your broker how to vote for you. REMEMBER, IF YOU DO NOT RETURN YOUR
PROXY CARD, INSTRUCT YOUR BROKER HOW TO VOTE OR VOTE YOUR SHARES OF ILM STOCK IN
PERSON AT THE SPECIAL MEETING, EACH SHARE OF YOUR STOCK WILL BE TREATED AS A
VOTE "AGAINST" APPROVAL OF THE MERGER AGREEMENT.

         On behalf of your Board of Directors, thank you for your cooperation
and continued support.

                                             Very truly yours,

                                             /s/ J. William Sharman, Jr.
                                             -----------------------------------
                                             J. William Sharman, Jr.
                                             Chairman of the Board of Directors,
                                             President and
                                             Chief Executive Officer

If you have any questions or need assistance, please call D.F. King & Co., Inc.,
             which is assisting us, toll-free at 1 (800) 735-3591.


                   PLEASE ACCEPT OUR THANKS AND DISREGARD THIS
                 REQUEST IF YOU HAVE RECENTLY MAILED YOUR PROXY.
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           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ILM
                                  SENIOR LIVING, INC.

                       PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                      MAY 18, 2000

            The undersigned hereby appoints Jeffry R. Dwyer and J. William
        Sharman, Jr., or either of them, as attorneys-in-fact and proxies to
        vote all the shares of common stock, $.01 par value, of ILM Senior
        Living, Inc., a Virginia finite-life corporation, which are outstanding
        and issued in the name of the undersigned and which the undersigned is
        entitled to vote at the special meeting of shareholders of ILM, to be
        held at 10:00 a.m., local time, on June 22, 2000, at the Key Bridge
        Marriott Hotel, 1401 Lee Highway, Arlington, Virginia 22209, and at any
        adjournment or postponement of the special meeting. The undersigned
        hereby instructs and authorizes these attorneys-in-fact to vote the
        shares as indicated on the reverse side of this proxy.

            The shares represented by this proxy will be voted in accordance
        with the instructions contained on the reverse side. If no instructions
        are given, the shares will be voted "FOR" approval of the merger
        agreement as fully described in the notice of special meeting of
        shareholders and accompanying proxy statement, which the undersigned has
        received together with this proxy.

            If there is proposed any adjournment or postponement of the special
        meeting to permit further solicitation of proxies with respect to
        approval of the merger agreement, the shares will be voted "FOR" such
        adjournment or postponement if the shares represented by this proxy were
        to be voted "FOR" approval of the merger agreement (including if there
        were no specifications), and "AGAINST" adjournment or postponement if
        the shares represented by this proxy were to be voted "AGAINST" approval
        of the merger agreement.

                      (Continued and to be signed on reverse side)
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                                                             [X]
                                                      PLEASE MARK YOUR
                                                      VOTES AS INDICATED
                                                      IN THIS EXAMPLE.

                        
   FOR      AGAINST    ABSTAIN
   [ ]        [ ]        [ ]     1. Approval of the Amended and Restated Agreement and Plan
                                 of Merger, dated October 19, 1999, as amended on April 18,
                                 2000, among ILM Senior Living, Inc., a Virginia finite-life
                                 corporation, Capital Senior Living Corporation, a
                                 Delaware corporation, and Capital Senior Living
                                 Acquisition, LLC, a Delaware limited liability company;
                                 and
   [ ]        [ ]        [ ]     2. To transact such other business as may properly be
                                 presented at the special meeting or any adjournment or
                                 postponement of the special meeting.
                                   AFTER CAREFUL CONSIDERATION OF A NUMBER OF FACTORS AND
                                    CIRCUMSTANCES DESCRIBED IN THE ACCOMPANYING PROXY
                                    STATEMENT, YOUR BOARD OF DIRECTORS HAS DETERMINED THAT
                                    THE MERGER IS FAIR TO YOU AND IN YOUR BEST INTERESTS AND
                                    THAT THE MERGER IS ADVISABLE.
                                   YOUR BOARD OF DIRECTORS HAS ADOPTED THE MERGER AGREEMENT
                                    AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE MERGER
                                    AGREEMENT.
                                   WHETHER OR NOT YOU INTEND TO COME TO THE SPECIAL MEETING
                                    YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL
                                    THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, PREPAID RETURN
                                    ENVELOPE SO THAT YOUR SHARES CAN BE REPRESENTED AT THE
                                    SPECIAL MEETING.




                                           THIS PROXY MAY BE REVOKED PRIOR TO
                                           ITS USE. PLEASE DATE, SIGN AND MAIL
                                           THIS PROXY IN THE ENCLOSED ENVELOPE.


                        ------             -------------------------------------
                             |             SIGNATURES OF
                             |             SHAREHOLDER(S)                DATED

                                           PLEASE SIGN EXACTLY AS NAME APPEARS
                                           HEREON. WHEN SHARES ARE HELD BY JOINT
                                           TENANTS, BOTH SHOULD SIGN. WHEN
                                           SIGNING AS ATTORNEY, EXECUTOR,
                                           ADMINISTRATOR, TRUSTEE OR GUARDIAN,
                                           PLEASE GIVE FULL TITLE AS SUCH. IF A
                                           CORPORATION, PLEASE SIGN IN FULL
                                           CORPORATE NAME BY PRESIDENT OR OTHER
                                           AUTHORIZED OFFICER. IF A PARTNERSHIP,
                                           PLEASE SIGN IN PARTNERSHIP NAME BY
                                           AUTHORIZED PERSON.