Report of Independent Accountants


To the Board of Directors of
Capital Southwest Corporation and Subsidiary:


We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940, that Capital  Southwest  Corporation and subsidiary (the "Company")
complied with the  requirements  of subsections  (b) and (c) of rule 17f-2 under
the Investment Company Act of 1940 (the "Act") as of March 31, 2004.  Management
is  responsible  for the  Company's  compliance  with  those  requirements.  Our
responsibility  is to express an opinion  on  management's  assertion  about the
Company's compliance based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with those  requirements  and performing such other  procedures as we
considered  necessary in the  circumstances.  Included among our procedures were
the  following  tests  performed  as of March  31,  2004,  and with  respect  to
agreement of security  purchases and sales, for the period from January 12, 2004
(the date of our last examination) through March 31, 2004:

o        Count and inspection of all securities located in the vault of Bank One
         Safeguarding Department in Oklahoma City, Oklahoma,

o        Review  of Joint  Written  Consent  of the Board of  Directors  and the
         Stockholders of AmPro Mortgage Company for the purchase of 1,500 shares
         of Preferred Stock and receipt of 375,000 warrants to purchase Series A
         Common Stock of AmPro as well as support for funding of the purchase on
         March 31, 2004, located on the premises of the Company,

o        Confirmation  of all securities  held by book entry form in the name of
         the Company by Smith Barney in Dallas, Texas,

o        Reconciliation  of all such  securities to the books and records of the
         Company and the Custodian, and

o        Agreement of one security  purchase and no security sales or maturities
         since our last  report from the books and records of the Company to the
         funding agreements and the Company's bank statements.




We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal  determination on the Company's  compliance
with specified requirements.

In our opinion,  management's  assertion that Capital Southwest  Corporation and
subsidiary  complied with the  requirements  of subsections  (b) and (c) of rule
17f-2 of the Act as of March 31, 2004,  with respect to securities  reflected in
the  investment  account  of the  Company  is  fairly  stated,  in all  material
respects.

This report is intended solely for the information and use of management and the
Board of Directors  of Capital  Southwest  Corporation  and  subsidiary  and the
Securities  and Exchange  Commission and is not intended to be and should not be
used by anyone other than these specified parties.


                                                /s/ Ernst & Young LLP


Dallas, Texas
April 2, 2004



                    Management Statement Regarding Compliance
          With Certain Provisions of the Investment Company Act of 1940


We, as members of management of Capital  Southwest  Corporation  and  subsidiary
(the  "Company"),  are  responsible  for  complying  with  the  requirements  of
subsections  (b) and (c) of rule 17f-2,  "Custody of  Investments  by Registered
Management Investment  Companies," of the Investment Company Act of 1940. We are
also responsible for establishing and maintaining  effective  internal  controls
over compliance with those requirements.  We have performed an evaluation of the
Company's  compliance  with the  requirements of subsections (b) and (c) of rule
17f-2 as of March 31, 2004, and from January 12, 2004 through March 31, 2004.

Based on this evaluation,  we assert that the Company was in compliance with the
requirements of subsections (b) and (c) of rule 17f-2 of the Investment  Company
Act of 1940 as of March 31, 2004,  and from  January 12, 2004 through  March 31,
2004,  with respect to  securities  reflected in the  investment  account of the
Company.




                                               Capital Southwest Corporation
                                               ---------------------------------
                                               [Name of Company]


                                               /s/ Susan K. Hodgson
                                               ---------------------------------
                                               [Name]


                                               Secretary-Treasurer
                                               ---------------------------------
                                               [Title]


                                               April 14, 2004
                                               ---------------------------------
                                               [Date]