[   ]

Rule 13d-1(b)

[   ]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)

1.

Names of Reporting Persons.

Martin J. Whitman

I.R.S. Identification Nos. of above persons (entities only).

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5.

Sole Voting Power 

24,244

6.

Shared Voting Power

None

7.

Sole Dispositive Power

24,244

8.

Shared Dispositive Power

None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

24,244

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.

Percent of Class Represented by Amount in Row (9)

0.63%

12.

Type of Reporting Person (See Instructions)

IN

Item 1.

(a)

Name of Issuer

Capital Southwest

(b)

Address of Issuer's Principal Executive Offices

12900 Preston Road, Suite 700, Dallas, TX 75230

Item 2.

(a)

Name of Person Filing

This schedule is being jointly filed by EQSF Advisers, Inc. ("EQSF"), M.J. Whitman Advisers, Inc. ("MJWA") and Martin J. Whitman, the Chief Executive Officer of EQSF and MJWA and controlling person of EQSF and MJWA. (EQSF, MJWA and Martin J. Whitman are sometimes collectively referred to hereinafter as "Filer"). Attached hereto as an exhibit is a copy of the joint Schedule 13G filing agreement among the reporting persons.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal executive office of EQSF, MJWA and Mr. Whitman is: 767 Third Avenue, New York, NY 10017-2023

(c)

Citizenship

The citizenship or place of organization of each of the reporting persons is as follows:

EQSF - New York State Corporation

MJWA - New York State Corporation

Martin J. Whitman - United States Citizen

(d)

Title of Class of Securities

Common Stock $1.00 Par Value

(e)

CUSIP Number

140501107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[X ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[X]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[   ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[   ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[   ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[   ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned: 

EQSF - 139,111 shares

MJWA - 253,773 shares

Martin J. Whitman - 24,244 shares

(b)

Percent of class:

EQSF - 3.63%

MJWA - 6.63%

Martin J. Whitman - 0.63%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 

EQSF - 139,111

MJWA - 242,473

Martin J. Whitman - 24,244

(ii)

Shared power to vote or to direct the vote 

Not applicable.

(iii)

Sole power to dispose or to direct the disposition of  

EQSF - 139,111

MJWA - 253,773

Martin J. Whitman - 24,244

(iv)

Shared power to dispose or to direct the disposition of 

Not applicable.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 83,370 of the shares reported by EQSF, Third Avenue Small-Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 13,500 of the shares reported by EQSF, Third Avenue Value Portfolio of the WRL Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 19,741 of the shares reported by EQSF, Sun America Style Select Series Small-Cap Value Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 6,000 of the shares reported by EQSF, Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 7,000 of the shares reported by EQSF, and Integrity Life/Legends Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 9,500 of the shares reported by EQSF.  Various clients for whom MJWA acts as investment advisor have the right to receive dividends from, and the proceeds from the sale of, the shares reported by MJWA.  Mr. Martin Whitman has the right to receive dividends from and the proceeds from the sale of 4,414 shares.  Martin Whitman Corporation, a private corporation controlled by Mr. Martin Whitman, has the right to receive dividends from and proceeds from the sale of 19,830 shares. 

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

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

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

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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