UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


     Date of report (Date of earliest event reported):  September 9, 2004
                                                        ------------------------

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

                                      Texas
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                 811-1056                                 75-1072796
--------------------------------------------------------------------------------
         (Commission File Number)              (IRS Employer Identification No.)


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


                                 (972) 233-8242
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))




Item 4.01  Changes in Registrant's Certifying Accountant

In a Form 8-K filed with the Securities and Exchange  Commission on September 1,
2004, we disclosed that Ernst & Young,  LLP, our independent  registered  public
accounting firm, resigned as our independent  registered public accounting firm,
effective as of September 1, 2004. We have engaged Grant Thornton LLP as our new
independent  accountants to audit our financial statements.  The audit committee
of our board of  directors  approved  the  engagement  of Grant  Thornton LLP on
September 9, 2004.

During  fiscal years 2003 and 2004 and the  subsequent  interim  period  through
September 9, 2004,  neither us nor someone on our behalf  engaged Grant Thornton
LLP regarding  either the  application  of accounting  principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on our financial statements, or any matter that was either the
subject of a  "disagreement"  or a  "reportable  event,"  both as such terms are
defined in Item 304 of Regulation S-K.









                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  September 15, 2004


                                          CAPITAL SOUTHWEST CORPORATION


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