SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

    DELAWARE                                             75-2678809
--------------------------------------------------------------------------------
    (State or other jurisdiction of                      (IRS Employer
    incorporation or organization)                       Identification No.)


    14160 DALLAS PARKWAY, SUITE 300, DALLAS, TEXAS       75240
--------------------------------------------------------------------------------
    (Address of principal executive offices)             (Zip Code)

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ]

If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act: 

Title of each class               Name of each exchange on which
to be so registered               each class is to be registered

COMMON STOCK,                     NEW YORK STOCK EXCHANGE
PAR VALUE $.01

Securities to be registered pursuant to Section 12(g) of the Act:

NONE
Title of Class

Page 1 of 3 Pages

ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.

The Section entitled "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (Reg. No. 333-33379) (the "Registration Statement") is deemed to be incorporated by reference herein.

ITEM 2. EXHIBITS.

I. 2.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement)

2.2 Amended and Restated Bylaws, as amended (incorporated by reference from Exhibit 3.2 to the Registration Statement)

II. Not applicable.

Page 2 of 3 Pages

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 3, 1997

CAPITAL SENIOR LIVING CORPORATION 

By:     /s/ James A. Stroud
        -----------------------------
        James A. Stroud
        Chief Operating Officer

Page 3 of 3 Pages