SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13 G
                    Under the Securities Exchange Act of 1934




Amendment No.                           1*


Name of Issuer:                         CAPITAL SOUTHWEST CORP


Title of Class of Securities:           COMMON


CUSIP Number:                           14050110





*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 age.

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 4


CUSIP NO. 14050110 1. Name of Reporting Person, S.S. or I.R.S. Identification No. of above person: First Manhattan Co. 13-1957714 2. Check the appropriate box if a member of a group: (a) [ ] (b) [ X ] 3. SEC Use Only 4. Citizenship or Place of Organization: New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. Sole Voting Power: 5,000 6. Shared Voting Power: 240,526 7. Sole Dispositive Power: 5,000 8. Shared Dispositive Power: 248,211 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 253,211** 10. Check Box If The Aggregate Amount in Row (9) excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row 9: 6.60% 12. Type of Reporting Person: BD, IA, PN - ---------------------- ** Includes 3,950 shares owned by family members of General Partners of First Manhattan Co. which are being reported for informational purposes. First Manhattan Co. disclaims dispositive power as to 700 of such shares and beneficial ownership as to 3,250 of such shares. Page 2 of 4

Item 1(a) Name of Issuer: CAPITAL SOUTHWEST CORP Item 1(b) Address of Issuer's Principal Executive Offices: 12900 PRESTON ROAD DALLAS, TX 75230 Item 2(a) Name of Person Filing: First Manhattan Co. Item 2(b) Address Principal Business Office: 437 Madison Avenue New York, NY 10022 Item 2(c) Citizenship: U.S.A. Item 2(d) Title of Class of Securities: COMMON Item 2(e) CUSIP Number: 14050110 Item 3 Check whether the person filing is a: Item 3(a) [X] Broker or Dealer registered under Section 15 of the Act. Item 3(b) - (d) Not applicable. Item 3(e) [X] Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940. Item 3(f) - (h) Not applicable. Item 4(a) Amount Beneficially Owned: 253,211** Item 4(b) Percent of Class: 6.60% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 5,000 (ii) shared power to vote or to direct the vote 240,526 (iii) sole power to dispose or to direct the disposition of 5,000 (iv) shared power to dispose or to direct the disposition of 248,211 Item 5 Ownership of Five Percent or Less of Class: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable. ** Includes 3,950 shares owned by family members of General Partners of First Manhattan Co. which are being reported for informational purposes. First Manhattan Co. disclaims dispositive power as to 700 of such shares and beneficial ownership as to 3,250 of such shares. Page 3 of 4

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. 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. February 11, 1999 - ---------------------------------------------- Date - ----------------------------------------------- Signature Neal K. Stearns, General Partner - ------------------------------------------------ Name/Title Page 4 of 4