As filed with the Securities and Exchange Commission on August 31, 2004.
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ----------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                ----------------

                          Capital Southwest Corporation
             (Exact Name of Registrant as Specified in its Charter)

                   Texas                              75-1072796
      (State of Other Jurisdiction of              (I.R.S. Employer
       Incorporation or Organization)           Identification Number)

       12900 Preston Road, Suite 700                     75230
               Dallas, Texas                          (Zip Code)
  (Address of Principal Executive Offices)

                                ----------------
                             1999 Stock Option Plan
                            (Full Title of the Plan)
                                ----------------

                                William R. Thomas
                       President and Chairman of the Board
                          Capital Southwest Corporation
                          12900 Preston Road, Suite 700
                               Dallas, Texas 75230
                     (Name and Address of Agent for Service)

                                 (972) 233-8242
          (Telephone Number, Including Area Code, of Agent for Service)
                                ----------------

                                    Copy to:

                                  Gina E. Betts
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000
                                ----------------


                                           CALCULATION OF REGISTRATION FEE
================================= ========================= ==================== ==================== ===================
                                                              Proposed Maximum     Proposed Maximum
       Title of Securities                                   Offering Price per   Aggregate Offering       Amount of
         to be Registered          Amount to be Registered        Share(1)             Price(1)       Registration Fee(2)
--------------------------------- ------------------------- -------------------- -------------------- -------------------
                                                                                          
Common Stock,                              140,000                 $76.92             $10,768,800          $1,364.41
  $1.00 par value(1).............
================================= ========================= ==================== ==================== ===================


(1)   Estimated solely for the purpose of calculating the registration fee. This
      fee was  calculated  pursuant to Rule 457(h) under the  Securities  Act of
      1933, as amended,  (the  "Securities  Act") on the basis of the average of
      the high and low prices for the Common Stock on The Nasdaq Stock Market on
      August 25, 2004.

(2)   Calculated pursuant to Section 6(b) of the Securities Act.






                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

      The information  specified by Item 1 of Part I of Form S-8 is omitted from
this Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended, and the introductory note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The information  specified by Item 2 of Part I of Form S-8 is omitted from
this Registration Statement in accordance with Rule 428 under the Securities Act
and the introductory note to Part I of Form S-8.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The documents set forth below are hereby incorporated by reference in this
Registration Statement.

            (i) Our Annual  Report on Form 10-K for the fiscal  year ended March
      31, 2004.

            (ii) Our  Quarterly  Report on Form 10-Q for the quarter  ended June
      30, 2004.

            (iii) All other reports filed  pursuant to Section 13(a) or 15(d) of
      the  Securities  Exchange  Act of 1934,  as amended,  since the end of the
      fiscal year covered by the 2004 Form 10-K.

            (iv) The description of our Common Stock, par value $1.00 per share,
      set  forth in our  Amendment  No. 11 to its Form N-2 for the  fiscal  year
      ended March 31,  1987,  including  any  amendment  or report filed for the
      purpose of updating such information.

      All documents  subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters  the securities  offered hereby then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.  Any statement  contained in a document
incorporated  or deemed to be  incorporated  by reference  in this  Registration
Statement  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement  to  the  extent  that a  statement  contained  in  this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be  incorporated  by  reference in this  Registration  Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as such statement is so modified or superceded.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.



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Item 6.  Indemnification of Directors and Officers.

      Article  2.02-1 of the Texas  Business  Corporation  Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties,  fines,  settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
a party by reason of his  position  with the  corporation.  With  respect to any
proceeding arising from actions taken in his official capacity, as a director or
officer,  he may be indemnified if it is determined that he conducted himself in
good  faith  and  that he  reasonably  believed  that  such  conduct  was in the
corporation's  best interests.  In cases not concerning  conduct in his official
capacity as a director or officer,  a director may be  indemnified as long as he
conducted himself in good faith and reasonably believed that his conduct was not
opposed  to the  corporation's  best  interests.  In the  case  of any  criminal
proceeding,  a director or officer may be  indemnified  if he had no  reasonable
cause to believe his conduct  was  unlawful.  If a director or officer is wholly
successful,  on the merits or otherwise,  in connection  with such a proceeding,
such indemnification is mandatory.

      Our Articles of Incorporation,  as amended, provide for indemnification of
our present  and former  directors,  officers  and  employees,  and those of our
affiliates,  Capital  Southwest  Management  Corporation  and Capital  Southwest
Venture Corporation.

      Our  Articles  of  Incorporation,  as  amended,  provide  that we may only
provide  indemnification  to the extent  permitted by or not  prohibited  by the
Investment Company Act of 1940, as amended, and the rules and regulations of the
SEC.

      We entered into  Indemnification  Agreements with all of our directors and
officers and may in the future enter into such  indemnification  agreements with
our directors,  officers,  employees and agents. Such indemnification agreements
are intended to provide a contractual  right to  indemnification,  to the extent
permitted by law, for any and all  judgments,  penalties  (including  excise and
similar taxes), fines, settlements and reasonable expenses (including attorneys'
fees) actually  incurred by the person to be indemnified in connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative,  arbitrative  or  investigative,  any  appeal in such
action, suit or proceeding,  and any inquiry or investigation that could lead to
any such action, suit or proceeding,  by reason of such person's service in such
position.  Such  indemnification  agreements  do  not  change  the  basic  legal
standards for indemnification set forth in the Texas Business Corporation Act or
our Articles of Incorporation, as amended. Such provisions are intended to be in
furtherance,  and not in limitation of, the general right to the indemnification
provided in our Articles of Incorporation, as amended, and our Bylaws.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

                                 EXHIBIT INDEX



  Exhibit
  Number                              Description
----------  --------------------------------------------------------------------
 3.1 (a)    Articles of  Incorporation  and Articles of Amendment to Articles of
            Incorporation,  dated June 25, 1969 (filed as Exhibit  1(a) and 1(b)
            to  Amendment  No. 3 to Form N-2 for the fiscal year ended March 31,
            1979).

 3.1 (b)    Articles of Amendment to Articles of  Incorporation,  dated July 20,
            1987  (filed as an exhibit  to Form  N-SAR for the six month  period
            ended September 30, 1987).

     3.2    By-Laws of the Company,  as amended (filed as Exhibit 2 to Amendment
            No. 11 to Form N-2 for the fiscal year ended March 31, 1987).

     4.1    Specimen of Common Stock  certificate  (filed as Exhibit 4.1 to Form
            10-K for the fiscal year ended March 31, 2002).

    *5.1    Opinion of Locke Liddell & Sapp LLP.




                                       2


   *23.1    Consent of Independent  Registered  Public Accounting Firm - Ernst &
            Young LLP.

   *23.2    Consent of Independent Registered Public Accounting Firm - KPMG LLP.

    23.3    Consent of Locke  Liddell & Sapp LLP  (included in opinion  filed as
            Exhibit 5.1).

    24.1    Power of attorney (set forth on the signature page(s) hereof).
------------
*Filed herewith.


Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1) to file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

            (i) to include any  prospectus  required by Section  10(a)(3) of the
Securities Act;

            (ii) to reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  registration   statement  (or  the  most  recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this registration
statement; and

            (iii) to include any material  information  with respect to the plan
of distribution not previously  disclosed in this registration  statement or any
material change to such information in this registration statement;

      provided,  however,  that  paragraphs  (i) and  (ii) do not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

      (4) That, for purposes of determining  any liability  under the Securities
Act, each filing of the registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the  Exchange  Act that is  incorporated  by reference in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (5)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




                                       3




                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act,  Capital  Southwest
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of  Dallas,  State of  Texas,  on the 31st day of
August, 2004.

                                          CAPITAL SOUTHWEST CORPORATION



                                          By: /s/ William R. Thomas
                                             -----------------------------------
                                             William R. Thomas
                                             President and Chairman of the Board


                                POWER OF ATTORNEY

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each of the  undersigned  officers and
directors of the registrant  hereby  constitutes  William R. Thomas and Susan K.
Hodgson, either of whom may act, his true and lawful attorneys-in-fact with full
power to sign for him and in his name in the capacities  indicated  below and to
file any and all amendments to the registration statement filed herewith, making
such changes in the registration  statement as the registrant deems appropriate,
and generally to do all such things in his name and behalf in his capacity as an
officer and director to enable the  registrant to comply with the  provisions of
the Securities Act of 1933 and all  requirements  of the Securities and Exchange
Commission and any state or other securities authority.


        Signature                            Title                           Date
        ---------                            -----                           ----
                                                                    

/s/ William R. Thomas         President and Chairman of the Board,
---------------------------   and Director (Chief Executive Officer)    August 31, 2004
William R. Thomas


/s/ Gary L. Martin                         Director                     August 31, 2004
---------------------------
Gary L. Martin



/s/ Graeme W. Henderson                    Director                     August 31, 2004
--------------------------
Graeme W. Henderson


/s/ Samuel B. Ligon                        Director                     August 31, 2004
--------------------------
Samuel B. Ligon


/s/ John H. Wilson                         Director                     August 31, 2004
--------------------------
John H. Wilson



/s/ Susan K. Hodgson             Secretary-Treasurer (Chief
------------------------        Financial/Accounting Officer)           August 31, 2004
Susan K. Hodgson





                                       4


                                 EXHIBIT INDEX



  Exhibit
  Number                              Description
----------  --------------------------------------------------------------------
 3.1 (a)    Articles of  Incorporation  and Articles of Amendment to Articles of
            Incorporation,  dated June 25, 1969 (filed as Exhibit  1(a) and 1(b)
            to  Amendment  No. 3 to Form N-2 for the fiscal year ended March 31,
            1979).

 3.1 (b)    Articles of Amendment to Articles of  Incorporation,  dated July 20,
            1987  (filed as an exhibit  to Form  N-SAR for the six month  period
            ended September 30, 1987).

     3.2    By-Laws of the Company,  as amended (filed as Exhibit 2 to Amendment
            No. 11 to Form N-2 for the fiscal year ended March 31, 1987).

     4.1    Specimen of Common Stock  certificate  (filed as Exhibit 4.1 to Form
            10-K for the fiscal year ended March 31, 2002).

    *5.1    Opinion of Locke Liddell & Sapp LLP.

   *23.1    Consent of Independent  Registered  Public Accounting Firm - Ernst &
            Young LLP.

   *23.2    Consent of Independent Registered Public Accounting Firm - KPMG LLP.

    23.3    Consent of Locke  Liddell & Sapp LLP  (included in opinion  filed as
            Exhibit 5.1).

    24.1    Power of attorney (set forth on the signature page(s) hereof).
------------
*Filed herewith.



















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