IN WITNESS WHEREOF, this First Amendment has been duly executed on the 6th day of April, 1999. COMPANY: CAPITAL SENIOR LIVING CORPORATION By: /s/ David R. Brickman ---------------------------------- David R. Brickman, Vice President and General Counsel

      EXHIBIT 10.2

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                     EMPLOYMENT AGREEMENT OF XXXXX X. XXXXXX

         This  first  amendment  (the  "First  Amendment")  to the  Amended  and
      Restated  Employment   Agreement  of  Xxxxx  X.  Xxxxxx  (the  "Employment
      Agreement") is entered into effective as of March 22, 1999, by and between
      Capital  Senior Living  Corporation  (the  "Company")  and Xxxxx X. Xxxxxx
      ("Xxxxxx").

         WHEREAS,  the Company and Xxxxxx entered into the Employment  Agreement
      dated October 8, 1997, whereby the Company employed Xxxxxx in the capacity
      of Chief Operating  Officer,  Co-Chairman of the Board and a member of the
      Executive Committee of the Board, and

         WHEREAS,  the Board of  Directors  of the  Company  on March 22,  1999,
      amended  the  By-Laws  and added the new office of Chairman of the Company
      and elected Xxxxxx to that office, and

         WHEREAS,  the  Company  and  Xxxxxx  desire  to  amend  the  Employment
      Agreement  to reflect  Xxxxxx'x  election to the office of Chairman of the
      Company,

         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. The Employment  Agreement shall be amended so that the phrase or any
      portion of the phrase "Chief Operating  Officer,  Co-Chairman of the Board
      and a member of the Executive Committee of the Board" shall be deleted and
      shall be  replaced  with the  phrase  "Co-  Chairman  and a member  of the
      Executive Committee of the Board, Chairman of the Company, Chief Operating
      Officer and Secretary."

         2. Except as expressly provided herein, all of the terms and provisions
      of the  Employment  Agreement  shall  remain in full  force and effect and
      unchanged.  All  capitalized  terms used  herein  which are not  otherwise
      defined  herein  shall  have the  meaning  ascribed  to such  terms in the
      Employment Agreement.

         IN WITNESS WHEREOF,  this First Amendment has been duly executed on the
      6th day of April, 1999.
                                     COMPANY:
                                     CAPITAL SENIOR LIVING CORPORATION
                                     By:      /s/ Xxxxx X. Xxxxxxxx
                                              ----------------------------------
                                              Xxxxx X. Xxxxxxxx,
                                              Vice President and General Counsel

                                     XXXXXX:
                                     By:      /s/ Xxxxx X. Xxxxxx
                                              ----------------------------------
                                              Xxxxx X. Xxxxxx