AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                       CAPITAL SENIOR LIVING CORPORATION
 
         Capital Senior Living Corporation, a corporation organized and
existing under the laws of Delaware (the "Corporation"), hereby certifies as
follows:
 
         A.      The name of the Corporation is Capital Senior Living
Corporation.  The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on October 25, 1996.
 
         B.      This Amended and Restated Certificate has been adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
 
         C.      The text of the Amended and Restated Certificate of
Incorporation of the Corporation is hereby restated and amended to read in its
entirety as follows:
 
         FIRST:  The name of the Corporation is Capital Senior Living
Corporation.
 
         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, City of Wilmington 19801, County of
New Castle.  The name of the registered agent of the Corporation at such
address is The Corporation Trust Company.
 
         THIRD:  (a)  The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful business, act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
                 (b)  The private property of the stockholders shall not
be subject to the payment of corporate debts to any extent whatsoever.
 
         FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 65,000,000 shares of Common Stock,
at a par value of $.01 per share, and 15,000,000 shares of Preferred Stock, at
a par value of $.01 per share.
 
         The following is a statement of the designations, preferences,
limitations and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:
 
         A.      Common Stock
 
         1.      Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect.  The holders of shares of
Common Stock shall be entitled to vote upon
<PAGE>   2
all matters submitted to a vote of the stockholders of the Corporation and
shall be entitled to one vote for each share of Common Stock held.
 
         2.      Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock or otherwise) as may be declared thereon by the Board
of Directors at any time and from time to time out of any funds of the
Corporation legally available therefor.
 
         3.      In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them.
Liquidation, dissolution or winding-up of the Corporation, as such terms are
used in this subparagraph (3), shall not be deemed to be occasioned by or to
include any merger, consolidation or other business combination of the
Corporation with or into one or more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the Corporation or any sale, lease, exchange or other disposition of
all or a part of the assets of the Corporation.
 
         B.      Preferred Stock
 
         1.      Shares of the Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each series to have such voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions, as shall be stated and expressed herein or in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation (or a duly authorized committee thereof).  Each
such series of Preferred Stock shall be designated so as to distinguish the
shares thereof from the shares of all other series and classes.  The Board of
Directors of the Corporation (or a duly authorized committee thereof) is hereby
expressly authorized, subject to the limitations provided by law, to establish
and designate series of the Preferred Stock, to fix the number of shares
constituting each series and to fix the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of the
shares of each series and the variations of the relative rights and preferences
as between series, and to increase and to decrease the number of shares
constituting each series, provided that the Board of Directors (or a duly
authorized committee thereof) may not decrease the number of shares within a
series to less than the number of shares within such series that are then
issued.  The relative powers, preferences, rights and qualifications,
limitations or restrictions may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same series are
identical in all respects, except that shares of any such series issued at
different times may have different dates from which dividends thereon cumulate.
The authority of the Board of Directors of the Corporation (or a duly
authorized committee thereof) with respect to each series shall include, but
shall not be limited to, the authority to determine the following:
 
                 (a)      The designation of such class or series;
 
 
 
 
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<PAGE>   3
                 (b)      The number of shares initially constituting such
         class or series;
 
                 (c)      The rate or rates and the times at which dividends on
         the shares of such class or series shall be paid, the periods in
         respect of which dividends are payable, the conditions upon such
         dividends, the relationship and preferences, if any, of such dividends
         to dividends payable on any other class or series of shares, whether
         or not such dividends shall be cumulative, partially cumulative or
         noncumulative, if such dividends shall be cumulative or partially
         cumulative, the date or dates from and after which, and the amounts in
         which, they shall accumulate, whether such dividends shall be share
         dividends, cash or other dividends or any combination thereof, and if
         such dividends shall include share dividends, whether such share
         dividends shall be payable in shares of the same or any other class or
         series of shares of the Corporation (whether now or hereafter
         authorized), or any combination thereof and the other terms and
         conditions, if any, applicable to dividends on shares of such Series;
 
                 (d)      Whether or not the shares of such series shall be
         redeemable or subject to repurchase at the option of the Corporation
         or the holder thereof or upon the happening of a specified event, if
         such shares shall be redeemable, the terms and conditions of such
         redemption, including but not limited to the date or dates upon or
         after which such shares shall be redeemable, the amount per share
         which shall be payable upon such redemption, which amount may vary
         under different conditions and at different redemption dates and
         whether such amount shall be payable in cash, property or rights,
         including securities of the Corporation or another corporation;
 
                 (e)      The rights of the holders of shares of such series
         (which may vary depending upon the circumstances or nature of such
         liquidation, dissolution or winding up) in the event of the voluntary
         or involuntary liquidation, dissolution or winding up of the
         Corporation and the relationship or preference, if any, of such rights
         to rights of holders of stock of any other class or series.  A
         liquidation, dissolution or winding up of the Corporation, as such
         terms are used in this subparagraph (e), shall not be deemed to be
         occasioned by or to include any merger, consolidation or other
         business combination of the Corporation with or into one or more
         corporations or other entities, any acquisition or exchange of the
         outstanding shares of one or more classes or series of the Corporation
         or any sale, lease, exchange or other disposition of all or a part of
         the assets of the Corporation;
 
                 (f)      Whether or not the shares of such series shall have
         voting powers and, if such shares shall have such voting powers, the
         terms and conditions thereof, including, but not limited to, the right
         of the holders of such shares to vote as a separate class either alone
         or with the holders of shares of one or more other classes or series
         of stock and the right to have one vote or more (or less) than one
         vote per share;
 
                 (g)      Whether or not a sinking fund shall be provided for
         the redemption of the shares of such series and, if such a sinking
         fund shall be provided, the terms and conditions thereof;
 
 
 
 
 
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<PAGE>   4
                 (h)      Whether or not a purchase fund shall be provided for
         the shares of such series and, if such a purchase fund shall be
         provided, the terms and conditions thereof;
 
                 (i)      Whether or not the shares of such series, at the
         option of either the Corporation or the holder thereof or upon the
         happening of a specified event, shall be convertible into stock of any
         other class or series and, if such shares shall be so convertible, the
         terms and conditions of conversion, including, but not limited to, any
         provision for the adjustment of the conversion rate or the conversion
         price;
 
                 (j)      Whether or not the shares of such series, at the
         option of either the Corporation or the holder thereof or upon the
         happening of a specified event, shall be exchangeable for securities,
         indebtedness or property of the Corporation and, if such shares shall
         be so exchangeable, the terms and conditions of exchange, including,
         but not limited to, any provision for the adjustment of the exchange
         rate or the exchange price; and
 
                 (k)      Any other preferences, limitations and relative
         rights as shall not be inconsistent with the provisions of this
         Article Fourth or the limitations provided by law.
 
         2.      Except as otherwise provided herein, as required by law or in
any resolution of the Board of Directors (or a duly authorized committee
thereof) creating any series of Preferred Stock, the holders of shares of
Preferred Stock an all series thereof who are entitled to vote shall vote
together with the holders of shares of Common Stock, and not separately by
class.
 
         FIFTH: The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.  The Board of Directors may
exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
 
         A.      Number of Directors
 
         The number of directors of the Corporation (exclusive of directors, if
any, entitled to be elected by the holders of one or more series of the
Preferred Stock of the Corporation which may be outstanding, voting separately
as a series or class) shall be fixed from time to time by action of not less
than two-thirds of the members of the Board of Directors then in office, though
less than a quorum, but in no event shall be less than three nor more than
nine.
 
         B.      Classes
 
         Subject to the rights, if any, of any series of preferred Stock then
outstanding, the directors shall be divided into three classes, designated
Class I, Class II and Class III.  The initial Class I director is Lawrence A.
Cohen, the initial Class II director is [James A. Stroud] and the initial Class
III director is [Jeffrey L. Beck]; provided, however, if there shall be any
increase in the number of directors in excess of three directors, then
automatically upon such increase the directors in such classes shall be
redesignated (provided such individuals continue as directors at
 
 
 
 
 
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<PAGE>   5
the time of the increase) so that Lawrence A. Cohen shall be a Class II
director and James A. Stroud and Jeffrey L. Beck shall be Class III directors.
The number of directors in each class shall be the whole number contained in
the quotient arrived at by dividing the authorized number of directors by
three, and if a fraction is also contained in such quotient then if such
fraction is one-third (1/3) the extra director shall be a member of Class III
and if the fraction is two-thirds (2/3) one of the extra directors shall be a
member of Class III and the other shall be a member of Class II.  Directors
shall serve for staggered terms of three years each, except that initially the
Class I directors will serve until the Corporation's 1998 annual meeting of
stockholders, the Class II directors will serve until the Corporation's 1999
annual meeting and the Class III directors will serve until the Corporation's
2000 annual meeting.  At each annual meeting of stockholders following the
first annual meeting of stockholders, directors shall be elected to succeed
those directors whose terms expire for a term of office to expire at the third
succeeding annual meeting of stockholders after their election.  All directors
shall hold office until the annual meeting of stockholders for the year in
which their term expires and until their successors are duly elected and
qualified, or until their earlier death, resignation, disqualification or
removal.
 
         C.      Vacancies
 
         Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, disqualification or
removal may be filled only by a majority vote of the directors then in office,
though less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified.
 
         D.      Removal
 
         Any director or the entire Board of Directors may be removed only for
cause and only by the vote of the holders of a majority of the securities of
the Corporation then entitled to vote at an election of directors.
 
         SIXTH:  Nominations of persons for election to the Board of Directors
may be made at an annual meeting of stockholders or special meeting of
stockholders called by the Board of Directors for the purpose of electing
directors (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors
at such meeting who complies with the notice of procedures set forth in this
Article Sixth.  Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation.  To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
scheduled date of the meeting, regardless of any postponement, deferral or
adjournment of that meeting to a later date; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so delivered or received not later than the close of business on the 10th day
following the earlier of
 
 
 
 
 
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<PAGE>   6
(i) the day on which such notice of the date of the meeting was mailed or (ii)
the day on which such public disclosure was made.
 
         A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the
class and number of shares of the Corporation which are beneficially owned by
such person on the date of such stockholder's notice and (d) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, or any successor statute thereto (the "Exchange Act") (including, without
limitation, such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving notice (a) the name and address, as such information appears
on the Corporation's books, of such stockholder and any other stockholders
known by such stockholder to be supporting such nominee(s), (b) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder and each other stockholder known by such stockholder to be
supporting such nominee(s) on the date of such stockholder notice, (c) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; and (iii) a description of all arrangements or understandings between
the stockholder and each nominee and other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder.
 
         Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, no person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Article Sixth.  The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by this Article Sixth and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
 
         SEVENTH:  At the annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been properly brought before the annual meeting of stockholders (i) by or at
the direction of the Board of Directors or (ii) by a stockholder of the
Corporation who complies with the procedures set forth in this Article Seventh.
For business or a proposal to be properly brought before an annual meeting of
stockholders by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the scheduled date of the annual meeting, regardless of
any postponement, deferral or adjournment of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the annual meeting is given or made to stockholders, notice by
the stockholder to be timely must be so delivered or mailed and received not
later than the close of business on the 10th day follow the earlier of (i) the
day on which such notice of the date of the meeting was mailed or (ii) the day
on which such public disclosure was made.
 
 
 
 
 
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<PAGE>   7
         A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (i) a description, in 500 words or less, of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as such information
appears on the Corporation's books, of the stockholder proposing such business
and any other stockholder known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the Corporation that are
beneficially owned by such stockholder and each other stockholder known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice, (iv) a description, in 500 words or less, of any interest of the
stockholder in such proposal and (v) a representation that the stockholder is a
holder of record of stock of the Corporation on and intend to appear in person
or by proxy at the meeting to present the proposal specified in the notice.
 
         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Article Seventh,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing, nothing in this Article Seventh shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the direction of, or on
behalf of, the Board of Directors.
 
         EIGHTH: Any action required or permitted to be taken at any annual or
special meeting of stockholders may only be taken upon the vote of the
stockholders at an annual or special meeting duly called and may not be taken
by written consent of the stockholders, unless such consent is unanimous.
 
         NINTH:  Subject to the rights of the holders of any series of
Preferred Stock, special meetings of the stockholders, unless otherwise
prescribed by statute, may be called at any time only by the Chairman of the
Board of Directors or a majority of the members of the Board of Directors then
in office or by stockholders possessing at least 25% of the voting power of all
issued and outstanding voting stock entitled to vote generally in the election
of directors.
 
         TENTH:  The Board of Directors is expressly authorized to adopt, amend
or repeal the Bylaws of the Corporation by a majority vote of the directors
then in office.  Any Bylaws made by the directors under the powers conferred
hereby may be amended or repealed by the directors or by the stockholders as
provided herein.  Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, the Bylaws shall not be amended
or repealed by the stockholders without the affirmative vote of the holders of
a least two-thirds (2/3) of all issued and outstanding voting stock of the
Corporation entitled to vote generally in the election of directors voting
together as a single class.
 
         ELEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the
 
 
 
 
 
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<PAGE>   8
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware
Code, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stock holders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
 
         TWELFTH:  No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition to the circumstances in which a director
of the Corporation is not personally liable as set forth in the preceding
sentence, a director of the Corporation shall not be liable to the fullest
extent permitted by any amendment to the Delaware General Corporation Law
hereafter enacted that further limits the liability of a director.
 
         THIRTEENTH:  The Corporation shall indemnify any person who was, is,
or is threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended.  Such right shall be a contract right
and as such shall inure to the benefit of any director or officer who is
elected and accepts the position of director or officer of the Corporation or
elects to continue to serve as a director or officer of the Corporation while
this Article Thirteenth is in effect.  Any repeal or amendment of this Article
Thirteenth shall be prospective only and shall not limit the rights of any such
director or officer or the obligations of the Corporation with respect to any
claim arising from or related to the services of such director or officer in
any of the foregoing capacities prior to any such repeal or amendment to this
Article Thirteenth.  Such right shall include the right to be paid by the
Corporation expenses (including without limitation attorneys' fees) actually
and reasonably incurred by him in defending any such proceeding in advance of
its final disposition to the maximum extent permitted under the Delaware
General Corporation Law, as the same exists or may hereafter be amended.  If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to
 
 
 
 
 
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<PAGE>   9
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall also be entitled to be paid the expenses of prosecuting such
claim.  It shall be a defense to any such action that such indemnification or
advancement of costs of defense is not permitted under the Delaware General
Corporation Law, but the burden of proving such defense shall be on the
Corporation.  Neither the failure of the Corporation (including its Board of
Directors or any committee thereof, independent legal counsel, or stockholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor any actual determination by the
Corporation (including its Board of Director or any committee thereof,
independent legal counsel, or stockholders) that such indemnification or
advancement is not permissible shall be a defense to the action or create a
presumption that such indemnification or advance is not permissible.  In the
event of the death of any person having a right of indemnification under the
foregoing provisions, such right shall inure to the benefit of his or her
heirs, executors, administrators, and personal representatives.  The rights
conferred above shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, bylaw, resolution of stockholders
or directors, agreement, or otherwise.
 
         The Corporation may also indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
 
         As used herein, the term "preceding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, or any inquiry or investigation that could lead to such an action,
suit, or proceeding.
 
         FOURTEENTH:  The Corporation reserves the right to amend, add, alter,
change, repeal or adopt any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.  In addition to any affirmative vote required by applicable law or
any other provision of this Certificate of Incorporation or specified in any
agreement, and in addition to any voting rights granted to or held by the
holders of any series of Preferred Stock, the affirmative vote of the holders
of not less than two-thirds (2/3) of the voting power of all issued and
outstanding voting stock of the Corporation entitled to vote generally in the
election of directors shall be required to amend, add, alter, change, repeal or
adopt any provisions of this Certificate of Incorporation except for Articles
First, Second, Third and the first part of Article Fourth through and including
part A thereof.
 
         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Chief Executive
Officer and Secretary this ____ day of __________, 1997.
 
 
                                      -----------------------------------------
                                      Jeffrey L. Beck, Chief Executive Officer 
 
- --------------------------------
James A. Stroud, Secretary
 
 
 
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                      OF CAPITAL SENIOR LIVING CORPORATION
 
 
         Capital Senior Living Corporation, a corporation organized and existing
      under  and by  virtue  of the  General  Corporation  Law of the  State  of
      Delaware (the "Corporation"), does hereby certify:
 
         FIRST:     That the Board of Directors of  the Corporation duly adopted
      resolutions proposing and  declaring advisable  the following amendment to
      the Amended and Restated Certificate of Incorporation of the Corporation:
 
         Paragraph  A  of  the  FIFTH   Article  of  the  Amended  and  Restated
      Certificate of  Incorporation of the Corporation is hereby amended to read
      in its entirety as follows:
 
              "The  number  of  directors  of  the  Corporation   (exclusive  of
              Directors, if any, entitled to be elected by the holders of one or
              more series of the Preferred Stock of the Corporation which may be
              outstanding,  voting  separately  as a series or  class)  shall be
              fixed from time to time by action of not less than  two-thirds  of
              the members of the Board of Directors then in office,  though less
              than a quorum,  but in no event  shall be less than three nor more
              than fifteen."
 
         SECOND: That, at an annual meeting and vote of stockholders held on May
      20, 1999, the Corporation's  stockholders duly approved the amendment,  in
      accordance with the provisions of the General Corporation Law of the State
      of  Delaware,  by the  following  vote:  18,638,619  shares  voted for the
      amendment,  88,784  shares voted  against the  amendment  and 9,195 shares
      abstained from voting.
 
         THIRD: That the foregoing amendment was duly adopted in accordance with
      the applicable provisions of Section 242 of the General Corporation Law of
      the State of Delaware.
 
         IN  WITNESS  WHEREOF,  this  Certificate  of  Amendment  has been  duly
      executed as of the 27th day of August, 1999.
 
                                      CAPITAL SENIOR LIVING CORPORATION
 
 
 
                                       /s/ Lawrence A. Cohen
                                      ------------------------------------------
                                      Lawrence A. Cohen, Chief Executive Officer