EXHIBIT 10.1


                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
                              OF LAWRENCE A. COHEN



This third amendment (the  "Amendment") to the Employment  Agreement of Lawrence
A. Cohen is entered  into  effective  as of February  11,  2004,  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, and the Second  Amendment to Employment  Agreement dated January 16, 2003,
(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.   At the end of Paragraph  17(A),  the following  sentence shall be
               added: "The offering by the Company completed using the Company's
               Prospectus  Supplement  dated  January 28,  2004  pursuant to the
               Company's Form S-3 Registration Statement shall not be considered
               one (1) of the two (2)  registration  statements  of the  Company
               which would limit Employee's  registration rights as described in
               the preceding  sentence,  since Employee  voluntarily  waived his
               registration rights with respect to such offering."

IN WITNESS  WHEREOF,  this  Amendment  has been duly executed on the 11th day of
February, 2004.

                                    COMPANY: CAPITAL SENIOR LIVING CORPORATION



                                    By: /s/ James A. Stroud
                                       -----------------------------------------


                                    EMPLOYEE:



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