FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from........................to........................

Commission File Number: 814-61

                          CAPITAL SOUTHWEST CORPORATION
             (Exact name of registrant as specified in its charter)

                    Texas                                        75-1072796
(State or other jurisdiction of  incorporation                (I.R.S. Employer
              or organization)                               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)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes X    No
   ---     ---

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes X    No
   ---     ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

       3,857,051 shares of Common Stock, $1 Par Value as of July 31, 2003

TABLE OF CONTENTS Page No. -------- PART I. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements Consolidated Statements of Financial Condition June 30, 2003 (Unaudited) and March 31, 2003................3 Consolidated Statements of Operations (Unaudited) Quarters ended June 30, 2003 and June 30, 2002..............4 Consolidated Statements of Changes in Net Assets Quarter ended June 30, 2003 (Unaudited) and year ended March 31, 2003..............................................5 Consolidated Statements of Cash Flows (Unaudited) Quarters ended June 30, 2003 and June 30, 2002..............6 Notes to Consolidated Financial Statements...........................7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................8 ITEM 3. Quantitative and Qualitative Disclosure About Market Risk.................................................10 ITEM 4. Controls and Procedures........................................11 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K...............................11 Signatures .................................................................12

PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Consolidated Financial Statements CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition ---------------------------------------------- Assets June 30, 2003 March 31, 2003 -------------- -------------- (Unaudited) Investments at market or fair value Companies more than 25% owned (Cost: June 30, 2003 - $23,114,865 March 31, 2003 - $23,114,865) $ 203,901,981 $ 202,893,981 Companies 5% to 25% owned (Cost: June 30, 2003 - $31,120,124 March 31, 2003 - $30,120,124) 21,097,006 18,566,004 Companies less than 5% owned (Cost: June 30, 2003 - $38,226,853 March 31, 2003 - $38,226,853) 76,532,410 65,600,452 -------------- -------------- Total investments (Cost: June 30, 2003- $92,461,842 March 31, 2003 - $91,461,842) 301,531,397 287,060,437 Cash and cash equivalents 3,401,996 4,650,388 Receivables 93,926 297,664 Other assets 6,620,223 6,481,383 -------------- -------------- Totals $ 311,647,542 $ 298,489,872 ============== ============== Liabilities and Shareholders' Equity Note payable to bank $ 15,500,000 $ 15,500,000 Notes payable to portfolio company 7,500,000 7,500,000 Accrued interest and other liabilities 1,854,379 1,868,991 Deferred income taxes 71,901,618 67,153,906 -------------- -------------- Total liabilities 96,755,997 92,022,897 -------------- -------------- Shareholders' equity Common stock, $1 par value: authorized, 5,000,000 shares; issued, 4,266,416 shares at June 30, 2003 and March 31, 2003 4,266,416 4,266,416 Additional capital 6,935,497 6,935,497 Undistributed net investment income 2,970,661 3,299,659 Undistributed net realized gain on investments 71,187,716 71,190,108 Unrealized appreciation of investments - net of deferred income taxes 136,564,557 127,808,597 Treasury stock - at cost (437,365 shares) (7,033,302) (7,033,302) -------------- -------------- Net assets at market or fair value, equivalent to $56.12 per share at June 30, 2003 and $53.92 per share at March 31, 2003 on the 3,829,051 shares outstanding 214,891,545 206,466,975 -------------- -------------- Totals $ 311,647,542 $ 298,489,872 ============== ============== (See Notes to Consolidated Financial Statements) 3

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations ------------------------------------- (Unaudited) Three Months Ended June 30, 2003 2002 ------------ ------------ Investment income: Interest $ 49,468 $ 64,675 Dividends 697,316 708,992 Management and directors' fees 170,115 131,350 ------------ ------------ 916,899 905,017 ------------ ------------ Operating expenses: Salaries 209,475 200,750 Net pension benefit (96,981) (126,135) Other operating expenses 193,572 149,907 ------------ ------------ 306,066 224,522 ------------ ------------ Income before interest expense and income taxes 610,833 680,495 Interest expense 140,021 160,956 ------------ ------------ Income before income taxes 470,812 519,539 Income tax expense 34,000 44,200 ------------ ------------ Net investment income $ 436,812 $ 475,339 ============ ============ Proceeds from disposition of investments $ -- $ 1,459,220 Cost of investments sold 3,680 2,012,051 ------------ ------------ Realized loss on investments before income taxes (3,680) (552,831) Income tax benefit (1,288) (234,597) ------------ ------------ Net realized loss on investments (2,392) (318,234) ------------ ------------ Increase (decrease) in unrealized appreciation of investments before income taxes 13,470,960 (22,332,457) Increase (decrease) in deferred income taxes on appreciation of investments 4,715,000 (7,804,000) ------------ ------------ Net increase (decrease) in unrealized appreciation of investments 8,755,960 (14,528,457) ------------ ------------ Net realized and unrealized gain (loss) on investments $ 8,753,568 $(14,846,691) ============ ============ Increase (decrease) in net assets from operations $ 9,190,380 $(14,371,352) ============ ============ (See Notes to Consolidated Financial Statements) 4

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Net Assets ------------------------------------------------ Three Months Ended Year Ended June 30, 2003 March 31, 2003 -------------- -------------- (Unaudited) Operations Net investment income $ 436,812 $ 2,299,252 Net realized gain (loss) on investments (2,392) 1,345,728 Net increase (decrease) in unrealized appreciation of investments 8,755,960 (45,371,616) -------------- -------------- Increase (decrease) in net assets from operations 9,190,380 (41,726,636) Distributions from: Undistributed net investment income (765,810) (2,297,431) -------------- -------------- Increase (decrease) in net assets 8,424,570 (44,024,067) Net assets, beginning of period 206,466,975 250,491,042 -------------- -------------- Net assets, end of period $ 214,891,545 $ 206,466,975 ============== ============== (See Notes to Consolidated Financial Statements) 5

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows ------------------------------------- (Unaudited) Three Months Ended June 30, ---------------------------- 2003 2002 ------------ ------------ Cash flows from operating activities Increase (decrease) in net assets from operations $ 9,190,380 $(14,371,352) Adjustments to reconcile increase (decrease) in net assets from operations to net cash provided by operating activities: Depreciation and amortization 4,765 5,399 Net pension benefit (96,981) (126,135) Net realized and unrealized (gain) loss on investments (8,753,568) 14,846,691 Decrease in receivables 203,738 1,618,239 Increase in other assets (18,046) (16,630) Decrease in accrued interest and other liabilities (1,370) (120,175) Decrease in accrued pension cost (41,820) (41,820) Deferred income taxes 34,000 44,200 ------------ ------------ Net cash provided by operating activities 521,098 1,838,417 ------------ ------------ Cash flows from investing activities Proceeds from disposition of investments -- 1,459,220 Purchases of securities (1,003,680) (40,233) Maturities of securities -- 80,000 ------------ ------------ Net cash provided by (used in) investing activities (1,003,680) 1,498,987 ------------ ------------ Cash flows from financing activities Increase in notes payable to bank -- 67,000,000 Decrease in subordinated debenture -- (5,000,000) Distributions from undistributed net investment income (765,810) (765,810) ------------ ------------ Net cash provided by (used in) financing activities (765,810) 61,234,190 ------------ ------------ Net increase (decrease)in cash and cash equivalents (1,248,392) 64,571,594 Cash and cash equivalents at beginning of period 4,650,388 1,977,180 ------------ ------------ Cash and cash equivalents at end of period $ 3,401,996 $ 66,548,774 ============ ============ Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $140,022 $276,064 Income taxes $ -- $ -- (See Notes to Consolidated Financial Statements) 6

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements ------------------------------------------ (Unaudited) 1. Basis of Presentation The accompanying consolidated financial statements, which include the accounts of Capital Southwest Corporation, its wholly-owned small business investment company subsidiary and its wholly-owned management company (the "Company"), have been prepared on the fair value basis in accordance with accounting principles generally accepted in the United States of America for investment companies. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 6 of Regulation S-X. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended March 31, 2003. Certain information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although the Company believes that the disclosures are adequate for a fair presentation. The information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods. 2. Stock-Based Compensation Effective April 1, 2003, the Company adopted the fair value method of recording compensation expense related to all stock options granted after March 31, 2003, in accordance with SFAS Nos. 123 and 148. No stock options have been granted since March 31, 2003; therefore, under the prospective method of adoption selected by the Company, no stock-based compensation has been recognized in the consolidated financial statements. The following table illustrates the effect on net asset value and net asset value per share as if the fair value method had been applied to all outstanding options granted since January 1, 1995 in each period. Quarter Ended June 30 2003 2002 ------------- ------------- Net asset value, as reported $ 214,891,545 $ 235,353,880 Deduct: Total fair value computed stock-based compensation 44,860 44,860 ------------- ------------- Pro forma net asset value $ 214,846,685 $ 235,309,020 ============= ============= Net asset value per share: Basic - as reported $56.12 $61.47 ====== ====== Basic - pro forma $56.11 $61.45 ====== ====== Diluted - pro forma $55.96 $61.27 ====== ====== The diluted net asset value per share calculation assumes all vested outstanding options for which the market price exceeds the exercise price have been exercised. 7

Notes to Consolidated Financial Statements (continued) 3. Summary of Per Share Information Three Months Ended June 30 ---------------------- 2003 2002 --------- --------- Investment income $ .24 $ .23 Operating expenses (.08) (.06) Interest expense (.04) (.04) Income taxes (.01) (.01) --------- --------- Net investment income .11 .12 Distributions from undistributed net investment income (.20) (.20) Net realized gain (loss) on investments -- (.08) Net increase (decrease) in unrealized appreciation of investments after deferred taxes 2.29 (3.79) --------- --------- Increase (decrease) in net asset value 2.20 (3.95) Net asset value: Beginning of period 53.92 65.42 --------- --------- End of period $56.12 $61.47 ========= ========= Increase (decrease) in deferred taxes on unrealized appreciation $ 1.24 $(2.03) Deferred taxes on unrealized appreciation: Beginning of period 17.70 24.05 --------- --------- End of period $18.94 $22.02 ========= ========= Shares outstanding at end of period (000s omitted) 3,829 3,829 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Net asset value at June 30, 2003 was $214,891,545, equivalent to $56.12 per share after deducting an allowance of $18.94 per share for deferred taxes on net unrealized appreciation of investments. Assuming reinvestment of all dividends, the June 30, 2003 net asset value reflects a decrease of 7.7% during the past twelve months and an increase of 4.4% during the past three months. June 30, June 30, 2003 2002 ------------ ------------ Net assets $214,891,545 $235,353,880 Shares outstanding 3,829,051 3,829,051 Net assets per share $56.12 $61.47 Results of Operations The composite measure of the Company's financial performance in the Consolidated Statements of Operations is captioned "Increase (decrease) in net assets from operations" and consists of three elements. The first is "Net investment income", which is the difference between the Company's income from interest, dividends and fees and its combined operating and interest expenses, net of applicable income taxes. The second element is "Net realized gain (loss) on investments", which is the difference between the proceeds received from disposition of portfolio securities and their stated cost, net of applicable income tax expense. The third element is the "Net increase (decrease) in unrealized appreciation of investments", which is the net change in the market or fair value of the Company's investment portfolio, compared with stated cost, 8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) net of an increase or decrease in deferred income taxes which would become payable if the unrealized appreciation were realized through the sale or other disposition of the investment portfolio. It should be noted that the "Net realized gain (loss) on investments" and "Net increase (decrease) in unrealized appreciation of investments" are directly related in that when an appreciated portfolio security is sold to realize a gain, a corresponding decrease in net unrealized appreciation occurs. Conversely, when a loss is realized on a depreciated portfolio security, an increase in net unrealized appreciation occurs. Net Investment Income Interest income in the three months ended June 30, 2003 decreased from the year-ago period primarily because of a decrease in loans to portfolio companies and the prior year included interest earned on the $65,000,000 borrowed on June 30, 2002 and repaid July 1, 2002. During the three months ended June 30, 2003 and 2002, the Company recorded dividend income from the following sources: Three Months Ended June 30 ------------------- 2003 2002 -------- -------- Alamo Group Inc. $169,278 $169,278 Dennis Tool Company 12,500 12,500 Kimberly-Clark Corporation 26,241 23,154 The RectorSeal Corporation 240,000 240,000 Skylawn Corporation 150,000 150,000 Sprint Corporation 9,000 9,000 TCI Holdings, Inc. 20,318 20,318 Texas Shredder, Inc. 1,875 14,161 The Whitmore Manufacturing Company 60,000 60,000 Other 8,104 10,581 -------- -------- $697,316 $708,992 ======== ======== Interest expense in the three months ended June 30, 2003 decreased from the year-ago period, reflecting the combined effect of interest paid in the same quarter last year on the $5,000,000 subordinated debenture paid-off on June 3, 2002, and on the $65,000,000 borrowing repaid on July 1, 2002, offset by interest on $12,000,000 of additional notes payable outstanding on June 30, 2003. Net Increase (Decrease) in Unrealized Appreciation of Investments Set forth in the following table are the significant increases and decreases in unrealized appreciation (before the related change in deferred taxes and excluding the effect of gains or losses realized during the periods) by portfolio company: Three Months Ended June 30 ---------------------------- 2003 2002 ------------ ------------ All Components, Inc. $ 2,900,000 $ -- Balco, Inc. -- 2,000,000 Concert Industries Ltd. (442,998) (2,186,000) Encore Wire Corporation 2,724,000 (2,725,000) Extreme International, Inc. 2,216,000 -- Liberty Media Corporation 1,290,169 (1,788,368) Mail-Well, Inc. 1,027,328 (1,363,000) Palm Harbor Homes, Inc. -- (15,710,000) PETsMART, Inc. 1,853,218 1,081,042 9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) During the three months ended June 30, 2003, the value of our investment in Palm Harbor Homes, Inc. remained unchanged from the March 31, 2003 value, reflecting a continuation of the depressed manufactured housing market. During the quarter ended June 30, 2002, the value of our investment in Palm Harbor Homes, Inc. was reduced significantly due to the increasingly unfavorable outlook for the manufactured housing industry. Portfolio Investments During the quarter ended June 30, 2003, the Company made an additional investment of $1,000,000 in CMI Holding Company, Inc. The Company has commitments, subject to certain conditions, to invest up to $2,336,525 in four portfolio companies as requested by management. Financial Liquidity and Capital Resources At June 30, 2003, the Company had cash and cash equivalents of approximately $3.4 million. Pursuant to Small Business Administration ("SBA") regulations, cash and cash equivalents of $123,000 held by Capital Southwest Venture Corporation ("CSVC") may not be transferred or advanced to Capital Southwest Corporation without the consent of the SBA. Under current SBA regulations and subject to SBA's approval of its credit application, CSVC would be entitled to borrow up to $63.8 million. The Company also has an unsecured $25.0 million revolving line of credit from a commercial bank, of which $9.5 million was available at June 30, 2003. With the exception of a capital gain distribution made in the form of a distribution of the stock of a portfolio company in the fiscal year ended March 31, 1996, the Company has elected to retain all gains realized during the past 35 years. Retention of future gains is viewed as an important source of funds to sustain the Company's investment activity. Approximately $31.3 million of the Company's investment portfolio is represented by unrestricted publicly-traded securities, which have an ascertainable market value and represent a source of liquidity. Funds to be used by the Company for operating or investment purposes may be transferred in the form of dividends, management fees or loans from Skylawn Corporation, The RectorSeal Corporation and The Whitmore Manufacturing Company, wholly-owned portfolio companies of the Company, to the extent of their available cash reserves and borrowing capacities. At June 30, 2003, the Company owed $7,500,000 to Skylawn Corporation. Management believes that the Company's cash and cash equivalents and cash available from other sources described above are adequate to meet its expected requirements. Consistent with the long-term strategy of the Company, the disposition of investments from time to time may also be an important source of funds for future investment activities. Item 3. Quantitative and Qualitative Disclosure About Market Risk The Company is subject to financial market risks, including changes in marketable equity security prices. The Company does not use derivative financial instruments to mitigate any of these risks. The return on the Company's investments is not materially affected by foreign currency fluctuations. The Company's investment in portfolio securities consists of fixed rate debt securities which totaled $5,567,750 at June 30, 2003, equivalent to 1.8% of the value of the Company's total investments. Since these debt securities usually have relatively high fixed rates of interest, minor changes in market yields of publicly-traded debt securities have little or no effect on the values of debt securities in the Company's portfolio and no effect on interest income. The Company's investments in debt securities are generally held to maturity and their fair values are determined on the basis of the terms of the debt security and the financial condition of the issuer. 10

Item 3. Quantitative and Qualitative Disclosure About Market Risk (continued) A portion of the Company's investment portfolio consists of debt and equity securities of private companies. The Company anticipates little or no effect on the values of these investments from modest changes in public market equity valuations. Should significant changes in market valuations of comparable publicly-owned companies occur, there may be a corresponding effect on valuations of private companies, which would affect the value and the amount and timing of proceeds eventually realized from these investments. A portion of the Company's investment portfolio also consists of restricted common stocks of publicly-owned companies. The fair values of these restricted securities are influenced by the nature of applicable resale restrictions, the underlying earnings and financial condition of the issuers of such restricted securities and the market valuations of comparable publicly-owned companies. A portion of the Company's investment portfolio also consists of unrestricted, freely marketable common stocks of publicly-owned companies. These freely marketable investments, which are valued at the public market price, are directly exposed to equity price risks, in that a change in an issuer's public market equity price would result in an identical change in the value of the Company's investment in such security. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our President and Chairman of the Board and Secretary-Treasurer have reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation, the President and Chairman of the Board and Secretary-Treasurer have concluded that the Company's current disclosure controls and procedures are effective and timely, providing all material information relating to the Company required to be disclosed in reports filed or submitted under the Exchange Act. Changes in Internal Controls There have not been any significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. We are not aware of any significant deficiencies or material weaknesses, therefore no corrective actions were taken. PART II. OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 31.1- Sarbanes-Oxley Section 302(a) Certification of the President and Chairman of the Board of the Corporation. Exhibit 31.2- Sarbanes-Oxley Section 302(a) Certification of the Secretary-Treasurer of the Corporation. Exhibit 32.1- Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the President and Chairman of the Board of the Corporation. Exhibit 32.2- Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Secretary-Treasurer of the Corporation. (b) Reports on Form 8-K On May 9, 2003, the Company filed a report on Form 8-K to furnish, pursuant to Item 4, a change in the Company's certifying accountant for the fiscal year ending March 31, 2004. The Company filed no other reports on Form 8-K during the three months ended June 30, 2003. 11

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 thereunto duly authorized. CAPITAL SOUTHWEST CORPORATION Date: August 8, 2003 By: /s/ William R. Thomas ---------------- ----------------------------------------- William R. Thomas, President and Chairman of the Board (chief executive officer) Date: August 8, 2003 By: /s/ Susan K. Hodgson ---------------- ----------------------------------------- Susan K. Hodgson, Secretary-Treasurer (chief financial/accounting officer) 12


                                                                    Exhibit 31.1


                  SARBANES-OXLEY SECTION 302(a) CERTIFICATION



I, William R. Thomas, President and Chairman of the Company,  certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Capital  Southwest
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material  respects  the  consolidated   financial  condition,   results  of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  aversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.





Date:  August 8, 2003                        By:  /s/ William R. Thomas
       --------------                           --------------------------------
                                                William R. Thomas, President and
                                                Chairman of the Board



                                                                    Exhibit 31.2



                   SARBANES-OXLEY SECTION 302(a) CERTIFICATION



I, Susan K. Hodgson, Secretary-Treasurer of the Company, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of Capital  Southwest
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material  respects  the  consolidated   financial  condition,   results  of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  aversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  August 8, 2003                   By: /s/ Susan K. Hodgson
       --------------                      -------------------------------------
                                           Susan K. Hodgson, Secretary-Treasurer




                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Capital  Southwest  Corporation
(the  "Company")  on Form 10-Q for the quarter ended June 30, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
William R. Thomas, President and Chairman of the Board of the Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

     1.   The Report fully  complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
material  respects,   the  consolidated   financial  condition  and  results  of
operations of the Company.




Date:  August 8, 2003                            By: /s/ William R. Thomas
       --------------                               ----------------------------
                                                    William R. Thomas, President
                                                    and Chairman of the Board




                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Capital  Southwest  Corporation
(the  "Company")  on Form 10-Q for the quarter ended June 30, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Susan K. Hodgson,  Secretary-Treasurer of the Company,  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that:

     1.   The Report fully  complies with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
material  respects,   the  consolidated   financial  condition  and  results  of
operations of the Company.



Date:  August 8, 2003                   By: /s/ Susan K. Hodgson
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                                           Susan K. Hodgson, Secretary-Treasurer