UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                   SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)


                             CAPITAL SOUTHWEST CORP.
                                 (Name of Issuer)


                          Common Stock, $1.00 Par Value
                          (Title of Class of Securities)

                                    140501107
                                  (CUSIP Number)



Check the following box if a fee is being paid with this statement [].  (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).











                                Page 1 of 6 pages

CUSIP No. 140501107            13G                         

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates L.P.   04-3276558

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY




4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        192,416
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        104,316
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        88,100
_______________|


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    192,416

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.11%

12. TYPE OF REPORTING PERSON*

    IA


                                Page 2 of 6 pages

CUSIP No. 140501107                     13G              

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates Inc.   04-3276549

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY




4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        192,416
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        104,316
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        88,100
_______________|


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    192,416

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.11%

12. TYPE OF REPORTING PERSON*

    CO


                                Page 3 of 6 pages

Item 1(a)      Name of Issuer:

                    Capital Southwest Corp.

Item 1(b)      Address of Issuer's Principal Executive Offices:

                    12900 Preston Road, Suite 700
                    Dallas, Texas 75230

Item 2(a)      Name of Person Filing:

                    Harris Associates L.P. ("Harris")
                    Harris Associates, Inc.(the "General Partner")

Item 2(b)      Address of Principal Business Office:

                    Both Harris and the General Partner maintain
                    their principal offices at:

                    Two North LaSalle Street, Suite 500
                    Chicago, Illinois 60602-3790

Item 2(c)      Citizenship:

                    Harris is a Delaware limited partnership.
                    The General Partner is a Delaware corporation.

Item 2(d)      Title of Class of Securities:

                    Common Stock, $1.00 Par Value (the "Shares")

Item 2(e)      CUSIP Number:

                    140501107

Item 3         Type of Person:

                    (e)  Harris is an Investment Adviser registered under
                         Section 203 of the Investment Advisers Act of
                         1940.

                         The General Partner is the sole general
                         partner of Harris.

Item 4         Ownership (at December 31, 1996):

                    (a)  By reason of advisory and other relationships with
                         the persons who own the Shares, Harris may be
                         deemed to be the beneficial owner of the following
                         Shares:

                         192,416 Shares


                                       -4-

                    (b)  Percent of class:
                         (based on 3,767,000 shares outstanding)

                         5.11%

                    (c)  Number of shares as to which such person has:

                        (i)      sole power to vote or to direct the vote: 
                                 None

                        (ii)     shared power to vote or to direct the
                                 vote:  192,416

                        (iii)    sole power to dispose or to direct the
                                 disposition of:  104,316

                        (iv)     shared power to dispose or to direct the
                                 disposition of:  88,100

               Harris has been granted the power to vote shares in
               circumstances it determines to be appropriate in connection
               with assisting its advised clients to whom it renders
               financial advice in the ordinary course of its business, by
               either providing information or advice to the persons having
               such power, or by exercising the power to vote when it
               determines such action appropriate in connection with
               matters which are submitted to a security holder's vote.

               In addition, Harris serves as investment adviser to a small
               number of other clients who may own Shares, but for which
               Harris does not have discretionary authority.  Nevertheless,
               the Shares are included in the aggregate number of Shares
               over which Harris has shared voting and shared dispositive
               power reported herein, although Harris may not be deemed the
               beneficial owner (as defined in Rule 13d-3) of such Shares.
                    
          
Item 5        Ownership of Five Percent or Less of a Class:

                   Not Applicable

Item 6        Ownership of More than Five Percent on Behalf of Another
              Person:

                    Not Applicable

Item 7        Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on by the Parent Holding
              Company:

                   Not Applicable

Item 8        Identification and Classification of Members of the Group:

                   Not Applicable

                                      -5-


Item 9        Notice of Dissolution of Group:

                   Not Applicable

                                
Item 10       Certification:

               By signing below I certify that, to the best of my          
               knowledge and belief, the securities referred to above       
               were acquired in the ordinary course of business and         
               were not acquired for the purpose of and do not have the     
               effect of changing or influencing the control of the         
               issuer of such securities and were not acquired in           
               connection with or as a participant in any transaction       
               having such purpose or effect.

                                   Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.

Dated:   January 31, 1997
                                  Harris Associates, Inc., for itself and,
                                  as general partner for Harris Associates
                                  L.P.


                                  By:/s/Anita M. Nagler
                                     Anita M. Nagler
                                     Vice President



                                      -6-