UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 8-K/A


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):  August 26, 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

On September 1, 2004, we filed a Form 8-K (the "Report") announcing that Ernst &
Young, LLP, our independent  registered  public accounting firm,  informed us on
August  26,  2004 that it is  resigning  as our  independent  registered  public
accounting  firm effective  September 1, 2004. This Form 8-K/A amends the Report
to include a copy of the letter provided by Ernst & Young LLP dated September 7,
2004  addressed to the  Securities and Exchange  Commission  stating  whether it
agrees  with the  statements  made by us in the  Report.  The letter is filed as
Exhibit 16.1 to this Form 8-K/A.

Item 9.01  Financial Statements and Exhibits

         (c)      Exhibit:

         16.1     Letter regarding change in certifying accountant


















                                   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 9, 2004


                                             CAPITAL SOUTHWEST CORPORATION


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













                                Index to Exhibits

Exhibit No.         Description

16.1                Letter regarding change in certifying accountant





                                                                    Exhibit 16.1



September 7, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Item 4.01 of Form 8-K dated September 1, 2004 of Capital  Southwest
Corporation  and we are in agreement with the statements  contained in the first
paragraph and the first sentence of the second  paragraph on page 2 therein.  We
do not agree with the statement contained in the last sentence of paragraph 2 on
page 2.

We do not agree with the statement in the sentence  constituting  paragraph 3 on
page 2 in that we have  provided this letter  within the time  requirements  and
rules contained in Regulation S-K Item 304(a)(3).



                              /s/ Ernst & Young LLP