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<SEC-DOCUMENT>0001010549-01-500175.txt : 20010611
<SEC-HEADER>0001010549-01-500175.hdr.sgml : 20010611
ACCESSION NUMBER:		0001010549-01-500175
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010616
FILED AS OF DATE:		20010608

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CAPITAL SOUTHWEST CORP
		CENTRAL INDEX KEY:			0000017313
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				751072796
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	811-01056
		FILM NUMBER:		1656523

	BUSINESS ADDRESS:	
		STREET 1:		12900 PRESTON RD STE 700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75230
		BUSINESS PHONE:		9722338242

	MAIL ADDRESS:	
		STREET 1:		12900 PRESTON RD
		STREET 2:		SUITE 700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75230
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>capitaldef14a6801.txt
<TEXT>


                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                          Capital Southwest Corporation
     -----------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

     -----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14-a6(i)(4) and 0-11.

     1)   Title of each class of securities to which transaction applies:

          ------------------------------------------------------------------

     2)   Aggregate number of securities to which transaction applies:

          ------------------------------------------------------------------

     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          ------------------------------------------------------------------

     4)   Proposed maximum aggregate value of transaction:

          ------------------------------------------------------------------

     5)   Total fee paid:

          ------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

          ------------------------------------------------------------------

     2)   Form, Schedule or Registration Statement No.:

          ------------------------------------------------------------------

     3)   Filing Party:

          ------------------------------------------------------------------

     4)   Date Filed:

          ------------------------------------------------------------------

<PAGE>
                                                                    June 8, 2001


To the Shareholders of Capital Southwest Corporation:

         The Annual Meeting of Shareholders  of our Corporation  will be held on
Monday, July 16, 2001, at 10:00 a.m. in the North Dallas Bank Tower Meeting Room
(First Floor), 12900 Preston Road, Dallas, Texas.

         A  Notice  of  the  Annual  Meeting,  a  Proxy  and a  Proxy  Statement
containing information about matters to be acted upon are enclosed. In addition,
the Capital Southwest  Corporation Annual Report for the fiscal year ended March
31, 2001 is enclosed to provide  information  regarding the  performance  of the
Corporation  during the past year.  Holders of Common Stock are entitled to vote
on the basis of one vote for each share held. If you attend the Annual  Meeting,
you retain the right to vote in person  even  though you  previously  mailed the
enclosed Proxy.

         It is important that your shares be represented at the meeting  whether
or not you are personally in attendance.  Please review the Proxy  Statement and
sign,  date and return the enclosed Proxy at your earliest  convenience.  I look
forward to meeting  with you and,  together  with our  directors  and  officers,
discussing the Corporation's business. I hope you will be present.

                                                       Very truly yours,


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

<PAGE>

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JULY 16, 2001

To the Shareholders of Capital Southwest Corporation:

NOTICE IS HEREBY GIVEN that the Annual  Meeting of the  Shareholders  of Capital
Southwest Corporation, a Texas corporation (the "Corporation"),  will be held on
Monday,  July 16, 2001,  at 10:00 a.m.,  Dallas time, in the Meeting Room (First
Floor) of the North Dallas Bank Tower,  12900 Preston Road,  Dallas,  Texas, for
the following purposes:

1.   To  elect  five  directors  to  serve  until  the next  Annual  Meeting  of
     Shareholders  or until  their  respective  successors  shall be elected and
     qualified.

2.   To ratify  the  appointment  of KPMG LLP as  independent  auditors  for the
     Corporation.

3.   To transact such other business as may properly come before the meeting and
     any adjournment thereof.

Only  holders  of  Common  Stock of the  Corporation  of  record at the close of
business  on June 1, 2001 will be  entitled  to notice  of,  and to vote at, the
meeting and any adjournment thereof.




If you do not expect to attend in person, please sign, date and return the proxy
at your earliest  convenience in the enclosed  envelope.  No postage is required
for  mailing  in the  United  States.  A prompt  return  of your  proxy  will be
appreciated as it will save the expense of further mailings.

                                              By Order of the Board of Directors

                                              /s/ Tim Smith
                                              ----------------
                                              TIM SMITH
                                              Secretary
Dallas, Texas
June 8, 2001

<PAGE>

                                 PROXY STATEMENT

                       FOR ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD JULY 16, 2001

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of Directors of Capital Southwest Corporation,  a Texas corporation
(the  "Corporation"),   of  proxies  to  be  voted  at  the  Annual  Meeting  of
Shareholders to be held on July 16, 2001 or any adjournment thereof. The date on
which this Proxy  Statement  and the enclosed form of proxy are first being sent
or given to shareholders of the Corporation is on or about June 8, 2001.

                             PURPOSES OF THE MEETING

         The Annual Meeting of the  Shareholders  is to be held for the purposes
of (1) electing five persons to serve as directors of the Corporation  until the
next Annual Meeting of Shareholders,  or until their respective successors shall
be elected  and  qualified  (see  ELECTION  OF  DIRECTORS);  (2)  ratifying  the
appointment  by the Board of Directors of KPMG LLP as  independent  auditors for
the Corporation (see APPROVAL OF APPOINTMENT OF INDEPENDENT  AUDITORS);  and (3)
transacting  such other  business as may properly come before the meeting or any
adjournment thereof.

         To be elected a director,  each nominee must receive the favorable vote
of the holders of a majority of the shares of Common Stock  entitled to vote and
represented at the Annual  Meeting.  In order to ratify the  appointment of KPMG
LLP as independent  auditors for the  Corporation  for the year ending March 31,
2002, the ratification proposal must receive the favorable vote of a majority of
the  shares of Common  Stock  entitled  to vote and  represented  at the  Annual
Meeting.

         The Board of Directors  unanimously  recommends  that the  shareholders
vote FOR the  election  as  directors  of the persons  named  under  ELECTION OF
DIRECTORS and FOR the ratification of the appointment of KPMG LLP as independent
auditors.

                              VOTING AT THE MEETING

         The record date for holders of Common Stock  entitled to notice of, and
to vote at, the Annual Meeting of  Shareholders is the close of business on June
1, 2001, at which time the  Corporation  had outstanding and entitled to vote at
the meeting 3,815,051 shares of Common Stock.



                                       1
<PAGE>
<TABLE>
<CAPTION>

         The  presence,  in person or by proxy,  of the holders of a majority of
the  shares of Common  Stock  outstanding  and  entitled  to vote at the  Annual
Meeting is  necessary  to  constitute a quorum.  In deciding  all  questions,  a
shareholder shall be entitled to one vote, in person or by proxy, for each share
of Common  Stock held in his name at the close of business  on the record  date.
Shareholders who are present,  in person or by proxy, but abstain from voting on
any item will be counted as present at the  meeting,  but not voting on any such
item. Similarly, nominees (such as broker-dealers) who are present, in person or
by proxy,  but abstain or refrain  from  voting on any item,  will be counted as
present at the meeting, but not voting on any such item.

         Each  proxy  delivered  to  the  Corporation,  unless  the  shareholder
otherwise specifies therein,  will be voted FOR the election as directors of the
persons named under ELECTION OF DIRECTORS  (PROPOSAL 1) and FOR the ratification
of the appointment by the Board of Directors of KPMG LLP as independent auditors
(PROPOSAL 2). In each case where the shareholder has appropriately specified how
the proxy is to be voted, it will be voted in accordance with his specification.
As to any other matter or business  which may be brought  before the meeting,  a
vote may be cast  pursuant  to the  accompanying  proxy in  accordance  with the
judgment of the person or persons  voting the same,  but neither  management nor
the Board of  Directors  of the  Corporation  knows of any such other  matter or
business.  Any shareholder has the power to revoke his proxy at any time insofar
as it is  then  not  exercised  by  giving  notice  of such  revocation,  either
personally  or in  writing,  to  the  Secretary  of  the  Corporation  or by the
execution and delivery to the Corporation of a new proxy dated subsequent to the
original proxy.

                  STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain  information with respect to the
beneficial ownership of Common Stock of the Corporation as of May 1, 2001 by (1)
each person, so far as is known to the management of the Corporation, who is the
beneficial  owner (as that term is defined in the rules and  regulations  of the
Securities and Exchange  Commission) of more than 5% of the  outstanding  Common
Stock, (2) each executive officer listed in the Summary  Compensation Table, (3)
each director of the Corporation,  and (4) all directors and executive  officers
of the Corporation as a group.  Unless otherwise  indicated  below,  each of the
persons named in the table has sole voting and investment  power with respect to
the shares indicated to be beneficially owned.

           Name and Address                         Shares Owned                    Percent
         of Beneficial Owner                        Beneficially                   of Class
         -------------------                        ------------                   --------
<S>      <C>                                        <C>            <C>             <C>
         William R. Thomas
         12900 Preston Rd., Suite 700
         Dallas, Texas 75230.......................    942,183     (1)(2)            24.6%



                                       2
<PAGE>

           Name and Address                         Shares Owned                    Percent
         of Beneficial Owner                        Beneficially                   of Class
         -------------------                        ------------                   --------

         Tim Smith
         12900 Preston Rd., Suite 700
         Dallas, Texas  75230......................    353,186     (2)(3)             9.9

         EQSF Advisers, Inc.
         767 Third Avenue
         New York, New York 10017..................    329,809        (4)             8.6

         Artisan Partners Limited Partnership
         1000 North Water Street #1770
         Milwaukee, Wisconsin  53202...............    288,600        (5)             7.6

         First Manhattan Company
         437 Madison Avenue
         New York, New York  10022.................    229,207        (6)             6.0

         Gary L. Martin............................    146,568     (2)(3)             3.8

         Patrick F. Hamner.........................    128,458     (2)(3)             3.3

         Graeme W. Henderson.......................      4,700        (7)             0.1

         James M. Nolan............................      4,000                        0.1

         John H. Wilson............................      1,000                        -

         All directors and executive officers
         as a group (7 persons)....................  1,124,616        (8)           29.1

</TABLE>

         (1) Mr.  Thomas has sole voting and  investment  power with  respect to
585,397  shares,  which  include  49,685 shares owned by two of his children and
206,525 shares owned by Thomas Heritage Partners,  Ltd., in which Mr. Thomas has
a 50.7% limited  partnership  interest.  Mr. Thomas holds a majority interest in
and is President  and sole  manager of Thomas  Heritage  Company,  LLC, the sole
general partner of Thomas Heritage Partners, Ltd.

         (2) Messrs.  Smith and Thomas  constitute a majority of the trustees of
certain trusts  pursuant to employee stock  ownership plans for employees of the
Corporation and its wholly-owned  subsidiaries  owning 265,042 shares,  with the
power as trustees to vote such shares. Messrs. Smith and Thomas also participate
in the power to direct the  trustees in the voting of 88,144  shares  owned by a
trust  pursuant to a pension plan for employees of the  Corporation  and certain
wholly-owned  subsidiaries of the Corporation.  Accordingly,  Messrs.  Smith and
Thomas  have  shared  voting and  investment  power with  respect to the 353,186
shares,  representing  9.3% of the outstanding  Common Stock of the Corporation,
owned by the  aforementioned  trusts.  Under the rules  and  regulations  of the
Securities and Exchange Commission,  Messrs. Smith and Thomas are both deemed to
be the  beneficial  owners of such  353,186  shares,  which are  included in the
shares beneficially owned by Messrs. Smith and Thomas.


                                       3
<PAGE>

         Mr. Martin serves as trustee,  with Messrs. Smith and Thomas, of one of
the  aforementioned  trusts owning 40,299  shares.  Accordingly,  Mr. Martin has
shared voting and investment power with respect to the 40,299 shares.  Under the
rules and regulations of the Securities and Exchange  Commission,  Mr. Martin is
deemed to be the beneficial  owner of such 40,299 shares,  which are included in
the shares beneficially owned by Mr. Martin.

         Of the shares owned by trusts pursuant to the  aforementioned  employee
stock  ownership  plans,  3,993 and 1,327 were  allocated to Messrs.  Martin and
Smith, respectively, all of which were vested.

         Mr. Hamner, with Messrs. Smith and Thomas, participates in the power to
direct  the  trustees  in  the  voting  of  88,144  shares  owned  by one of the
aforementioned  trusts.  Under the rules and  regulations  of the Securities and
Exchange  Commission,  Mr. Hamner is deemed to be the  beneficial  owner of such
88,144  shares,  which are  included  in the  shares  beneficially  owned by Mr.
Hamner.

         (3)  Includes  15,250,  14,000,  15,250  and 3,600  shares  subject  to
immediately  exercisable stock options held by Messrs. Hamner, Martin, Smith and
Thomas, respectively.

         (4) As  reported  to the  Corporation  by  EQSF  Advisers,  Inc.,  that
corporation or M. J. Whitman Advisers, Inc. or Martin J. Whitman,  individually,
had shared  voting and  dispositive  power with  respect to none of such shares,
sole voting power with respect to 235,054 such shares and sole dispositive power
with respect to 329,809  shares by reasons of advisory  and other  relationships
with the persons who own the  shares.  EQSF  Advisers,  Inc.  and M. J.  Whitman
Advisers,  Inc.  beneficially  own 139,111 and  190,698,  respectively,  of such
shares. Martin J. Whitman, individually, disclaims beneficial ownership of these
shares.

         (5)  As  reported  to  the  Corporation  by  Artisan  Partners  Limited
Partnership  ("Artisan  Partners"),   that  partnership  or  Artisan  Investment
Corporation  ("Artisan  Corp.") or Andrew A. Ziegler,  individually,  or Carlene
Murphy Ziegler, individually, had sole voting and dispositive power with respect
to none of such shares and shared voting and  dispositive  power with respect to
288,600 shares by reasons of advisory and other  relationships  with the persons
who own the shares. Artisan Partners is an investment adviser;  Artisan Corp. is
the General Partner of Artisan Partners; and Mr. Ziegler and Ms. Ziegler are the
principal stockholders of Artisan Corp.

         (6) As  reported  to the  Corporation  by  First  Manhattan  Co.,  that
partnership had sole voting and dispositive  power with respect to 2,000 shares,
shared voting power with respect to 217,282 shares and shared  dispositive power
with respect to 229,207  shares by reasons of advisory  and other  relationships
with the persons who own the shares.


                                       4
<PAGE>

         (7) Includes 1,500 shares held by a retirement trust for the benefit of
Mr. Henderson.

         (8)  Includes  (a) the  shares  owned  by the  partnership  and  trusts
referred to in Notes (1) and (2),  respectively,  to the above table, (b) 48,100
shares  subject  to  immediately  exercisable  stock  options  (including  those
referred  to in  Note  (3) to the  above  table),  (c)  1,500  shares  held in a
retirement trust for the benefit of Mr. Henderson and (d) 49,685 shares owned by
immediate family members of Mr. Thomas.

                       ELECTION OF DIRECTORS (PROPOSAL 1)

         Five directors are proposed to be elected at the meeting to serve until
the next Annual Meeting of  Shareholders  or until their  respective  successors
shall be elected and qualified.  The persons named in the  accompanying  form of
proxy intend to vote such proxy for the election of the nominees  named below as
directors  of the  Corporation  to  serve  until  the  next  Annual  Meeting  of
Shareholders  or  until  their  respective   successors  shall  be  elected  and
qualified,  unless  otherwise  properly  indicated on such proxy. If any nominee
shall become  unavailable for any reason,  the persons named in the accompanying
form of proxy  are  expected  to  consult  with the  Board of  Directors  of the
Corporation in voting the shares represented by them at the Annual Meeting.  The
Board of  Directors  has no  reason  to  doubt  the  availability  of any of the
nominees  and no reason to believe  that any of the  nominees  will be unable or
unwilling to serve the entire term for which election is sought.

         The names of the nominees,  along with certain  information  concerning
them, are set forth below.

GRAEME W. HENDERSON

         Mr.  Henderson,  age 67, has been a director of the  Corporation  since
1976 and previously  served as a director of the Corporation  from 1962 to 1964.
Mr.  Henderson has been  self-employed  as a private investor and consultant for
more than five years.  He served as a director  of  Starwood  Hotels and Resorts
Worldwide, Inc. from 1986 to February 1999.

*GARY L. MARTIN

         Mr. Martin,  age 54, has been a director of the Corporation  since July
1988 and has served as Vice  President of the  Corporation  since July 1984.  He
previously  served as Vice President of the Corporation from 1978 to 1980. Since
1980, Mr. Martin has served as President of The Whitmore  Manufacturing Company,
a wholly-owned subsidiary of the Corporation.



                                       5
<PAGE>

JAMES M. NOLAN

         Mr. Nolan,  age 67, has been a director of the  Corporation  since July
1980.  He has been  self-employed  as a private  investor and  consultant to the
telecommunications  industry  since  1978  and  served  as  a  director  of  DSC
Communications Corporation from 1981 to 1996.

*WILLIAM R. THOMAS

         Mr. Thomas, age 72, has served as Chairman of the Board of Directors of
the Corporation  since July 1982 and President of the Corporation since 1980. In
addition,  he has  been a  director  of  the  Corporation  since  1972  and  was
previously  Senior Vice  President  of the  Corporation  from 1969 to 1980.  Mr.
Thomas also serves as a director of Alamo Group Inc.,  Encore Wire  Corporation,
Mail-Well, Inc. and Palm Harbor Homes, Inc.

JOHN H. WILSON

         Mr. Wilson,  age 58, has been a director of the Corporation  since July
1988.  He has been  President  of U. S. Equity  Corporation,  a venture  capital
investment firm, since 1983 and President of Whitehall  Corporation from 1995 to
1998. Mr. Wilson also serves as a director of Encore Wire  Corporation  and Palm
Harbor Homes, Inc.


*    Messrs. Martin and Thomas are "interested persons" as that term is defined
     in Section 2(a)(19) of the Investment Company Act of 1940.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         The Board of  Directors of the  Corporation  has  established  an Audit
Committee and a  Compensation  Committee to assist the Board in carrying out its
duties.  The Audit  Committee  monitors  the  Company's  financial  reports  and
accounting  practices to  ascertain  that they are within  acceptable  limits of
sound practice; reviews audit reports submitted by the Corporation's independent
auditors;  makes  recommendations  to  the  Board  of  Directors  regarding  the
engagement  of the  independent  auditors  for  audit  and  non-audit  services;
evaluates the  independence  of the auditors;  and reviews with the  independent
auditors  the fee,  scope  and  timing  of audit  and  non-audit  services.  The
Compensation Committee  periodically reviews the compensation,  employee benefit
plans and other fringe  benefits  paid to or provided for officers and directors
of the  Corporation  and approves the annual salaries and bonuses of officers of
the Corporation. The Corporation does not have a Nominating Committee.

         Messrs.  Graeme W.  Henderson,  James M.  Nolan and John H.  Wilson are
presently  members  of both the Audit and  Compensation  Committees.  During the
fiscal year of the Corporation  ended March 31, 2001, seven meetings  (including
three telephone meetings) of the Board of Directors were held. In addition,  two
meetings (including one telephone meeting) of the Compensation Committee and two
meetings of the Audit  Committee  were held.  Each of the directors  attended at
least 75% of the  aggregate  of (1) the total number of meetings of the Board of
Directors and (2) the total number of meetings  held by all  committees on which
he served.


                                       6
<PAGE>

                         REPORT OF THE AUDIT COMMITTEE

         The Audit Committee consists of the three independent members of the
Corporation's Board of Directors. The duties and responsibilities of the Audit
Committee are set forth in the Audit Committee Charter, which the Board of
Directors adopted on April 17, 2000. A copy of the Audit Committee Charter is
attached as Exhibit "A" to this Proxy Statement.

         The Audit Committee has discharged its duties and responsibilities
pursuant to the Audit Committee Charter and has:

         o        Reviewed and discussed the audited  financial  statements  for
                  the fiscal year ended March 31, 2001 with the  management  and
                  with the independent auditors;

         o        Discussed with the independent  auditors the matters  required
                  to be  discussed by SAS 61  (Codification  for  Statements  on
                  Auditing Standards); and,

         o        Received  and  discussed  the  written  disclosures  from  the
                  independent auditors required by Independence  Standards Board
                  Statement   No.  1   (Independence   Discussions   with  Audit
                  Committee).

         Based  on  such  review  and   discussions   with  management  and  the
independent  auditors,  the Audit Committee recommends to the Board of Directors
that the audited  financial  statements be included in the Annual Report on Form
10-K for the fiscal year ended March 31,  2001,  for filing with the  Securities
and Exchange Commission.

                                              Audit Committee
                                              Graeme W. Henderson, Chairman
                                              James M. Nolan
                                              John H. Wilson

                      REPORT OF THE COMPENSATION COMMITTEE

         The goals of the  Corporation's  compensation  program  are to attract,
retain and motivate  competent  executive  officers who have the  experience and
ability to  contribute  materially to the success of the  Corporation's  venture
capital and business  development  activities.  The individual judgments made by
the  Compensation  Committee  are  subjective  and  are  based  largely  on  the
Committee's  perception  of  each  executive's  contribution  to both  the  past
performance and the long-term growth potential of the Corporation. The principal
elements of compensation for executive  officers are base salary,  discretionary
bonus  payments,   stock  options  granted  under  the  Stock  Option  Plan  and
contributions pursuant to the Employee Stock Ownership Plan.

         Base salaries were determined by the Committee in July 2000 for each of
the  executive  officers  on an  individual  basis,  taking  into  consideration
individual contributions to the Corporation's performance, length of tenure with
the  Corporation,  compensation  levels for  comparable  positions  and internal
equities  among  positions.  In addition  to base  salaries,  certain  executive
officers  received  bonus  payments  in March  2001,  the  amounts of which were
determined by the Committee on a discretionary  basis, taking into consideration
individual  performance,  with  particular  emphasis  on  contributions  to  the
Corporation's achievement of long-term investment objectives.


                                       7
<PAGE>

         In  July  2000,  the  Committee  established  the  base  salary  of the
Corporation's chief executive officer, William R. Thomas, at $250,000 per annum,
a continuation of the level established in July 1993. The compensation level for
Mr. Thomas was determined on the basis of the factors cited above,  all of which
are  applicable  to him as well as  other  executive  officers.  Other  relevant
factors  considered by the Committee were the Corporation's  performance and Mr.
Thomas'  role  in  defining  and  accomplishing   the  Corporation's   long-term
investment objectives and administering its investment management activities. At
Mr. Thomas' request, he was not awarded a year-end bonus in March 2001.

         An  additional  equity  incentive  is  provided  by  the  Corporation's
Employee Stock Ownership Plan, to which the Corporation contributed 7.5% of each
participating  employee's  covered  compensation for the fiscal year ended March
31, 2001.

                                                 Compensation Committee
                                                 James M. Nolan, Chairman
                                                 Graeme W. Henderson
                                                 John H. Wilson

                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Directors

         In addition to reimbursement of travel expenses for attendance at board
meetings,  a director  who is not an  employee  of the  Corporation  receives an
annual  fee of $16,000  for  service  as a  director  and $6,000 for  service as
chairman of a committee of the Board of Directors.  In addition,  a director who
is not an  employee  of the  Corporation  receives  $1,000  for each  directors'
meeting  (excluding  telephone  meetings)  and $500 for each  committee  meeting
attended,  subject to a maximum of $6,000 per year in  aggregate  meeting  fees.
Directors' meetings are normally held on a quarterly basis.

Compensation Committee Interlocks and Insider Participation

         None of the Corporation's  executive officers served as a member of the
Compensation  Committee  of the Board of Directors or as a director of any other
entity,  one of whose executive  officers served as a member of the Compensation
Committee of the Corporation's Board of Directors.



                                       8
<PAGE>
<TABLE>
<CAPTION>

Summary Compensation Table

         The  following  table  sets forth  summary  information  regarding  the
compensation  (excluding  retirement  benefits)  earned by or paid to William R.
Thomas,  Chairman of the Board and President;  Gary L. Martin,  Vice  President;
Patrick  F.  Hamner,   Vice  President;   and  Tim  Smith,  Vice  President  and
Secretary-Treasurer, officers of the Corporation whose total compensation earned
during the fiscal year ended March 31, 2001 exceeded $100,000.

                                                   Annual Compensation
                                          ------------------------------------
     Name and                  Fiscal                           Other Annual         All Other
PrincipalPosition               Year      Salary      Bonus    Compensation(1)    Compensation(2)
- -----------------               ----      ------      -----    ---------------    ---------------
<S>                             <C>      <C>         <C>       <C>                <C>

William R. Thomas               2001     $250,000    $10,417        $12,750            $    -
     Chairman of the            2000      250,000     10,417         16,000                 -
     Board and President        1999      250,000     85,417         12,000                 -

Gary L. Martin                  2001      172,500     16,683            -                   -
     Vice President             2000      169,500     22,380            -                 3,200
                                1999      157,000     42,279            -                 1,600

Patrick F. Hamner               2001      145,000     42,250            -                12,750
     Vice President             2000      126,252     50,417          2,027              13,973
                                1999      112,248     44,792          3,180               8,598

Tim Smith                       2001      131,250     29,625            -                12,066
     Vice President and         2000      116,250     35,000          1,916              13,209
     Secretary-Treasurer        1999      103,750     39,375          2,898               7,836

</TABLE>

- -------------
(1)  Amounts accrued for each executive officer in lieu of a contribution to his
     account  in  an  employee  stock   ownership  plan  for  employees  of  the
     Corporation and one of its wholly-owned subsidiaries (the "ESOP").

(2)  Amounts contributed to the ESOP accounts of  each executive officer.

     The aggregate amount of perquisites and other personal benefits provided to
Messrs.  Thomas,  Martin,  Hamner  and  Smith  was less than 10% of the total of
annual salary and bonus of such officers.

     In accordance with the Corporation's  established  policy, its officers and
employees are required to remit to the Corporation all compensation received for
serving as a director of any portfolio company of the Corporation.



                                       9
<PAGE>
<TABLE>
<CAPTION>

Additional Compensation Information

     The following table sets forth additional compensation  information for the
fiscal year ended March 31,  2001 for each of the three  highest-paid  executive
officers  whose  compensation  exceeded  $60,000  (William R. Thomas and Gary L.
Martin,  both of whom are directors of the  Corporation,  and Patrick F. Hamner)
and for all other  directors  (Graeme W.  Henderson,  James M. Nolan and John H.
Wilson), none of whom are employees of the Corporation.


                                                  Pension or Retirement
                                 Aggregate         Benefits Accrued as      Estimated Annual
                             Compensation from    Part of Corporation's       Benefits Upon
Name and Position             the Corporation            Expenses               Retirement
- -----------------            -----------------    ---------------------     ----------------
<S>                          <C>                  <C>                       <C>
William R. Thomas (1)             $273,167                  (3)                    (4)
     Director, Chairman
     and President

Gary L. Martin (1)                 189,183                  (3)                    (4)
     Director and Vice
     President

Patrick F. Hamner (1)              200,000                  (3)                    (4)
     Vice President

Graeme W. Henderson (2)             28,000                 None                   None
     Director

James M. Nolan (2)                  27,000                 None                   None
     Director

John H. Wilson (2)                  22,000                 None                   None
     Director

</TABLE>

(1)  See Option  Exercises and Fiscal Year End Values for information  regarding
     stock options  exercised during or held at the end of the fiscal year ended
     March 31, 2001. See Retirement  Plans for information on the  Corporation's
     Retirement Plan and Retirement  Restoration  Plan. See Stock Ownership Plan
     for a description of the  Corporation's  Employee Stock  Ownership Plan and
     Summary  Compensation Table for amounts  contributed to each officer's ESOP
     account.

(2)  Directors  who are not  employees of the  Corporation  are  compensated  as
     described under  Compensation of Directors and are not  participants in the
     Corporation's Retirement Plan or Employee Stock Ownership Plan.


                                       10
<PAGE>
<TABLE>
<CAPTION>

(3)  As  described  in  Note  8  to  the  Corporation's  Consolidated  Financial
     Statements,  the Retirement  Plan was overfunded and therefore  generated a
     benefit for the year ended March 31, 2001.  After  deducting the expense of
     the unfunded  Retirement  Restoration  Plan, the  Corporation's net benefit
     attributable  to both plans was $486,174 for the year ended March 31, 2001.
     The   Corporation's  net  benefit  is  not  allocated  to  individual  plan
     participants.

(4)  Individual  retirement  benefits are based on formulas relating benefits to
     average final  compensation and years of credited  service.  See Retirement
     Plans which includes both a table of estimated annual  retirement  benefits
     and a  description  of the  retirement  benefits  currently  payable to Mr.
     Thomas.

Option Exercises and Fiscal Year End Values

     The  following  table   discloses,   for  the  named  executive   officers,
information  regarding stock options  exercised  during,  or held at the end of,
fiscal 2001.


                                                     Number of Securities            Value of Unexercised
                       Shares                       Underlying Unexercised           In-the-Money Options
                     Acquired on      Value           Options at 3/31/01                at 3/31/01 (2)
Name                Exercise (#)  Realized (1)  Exercisable(#)  Unexercisable(#)  Exercisable  Unexercisable
- ----                ------------  ------------  --------------  ----------------  -----------  -------------
<S>                 <C>           <C>           <C>             <C>               <C>          <C>

William R. Thomas         -             -            3,600            2,400        $      -       $   -

Gary L. Martin            -             -           14,000              -           411,250           -

Patrick F. Hamner         -             -           15,250            8,750         411,250           -

Tim Smith                 -             -           15,250            8,750         411,250           -

</TABLE>

- ---------
(1)  Value  realized  is  calculated  as the  fair  market  value on the date of
     exercise net of the option exercise  price,  but before any tax liabilities
     or transaction costs.

(2)  Value of  unexercised  options is calculated as the closing market price on
     March 31, 2001 ($65.00) net of the option  exercise  price,  but before any
     tax liabilities or transaction costs.

Retirement Plans

         The  foregoing  Summary   Compensation   Table  does  not  include  any
contribution,  payment or accrual under a qualified non-contributory  retirement
plan (the  "Retirement  Plan")  maintained by the Corporation and certain of its
wholly-owned  subsidiaries  as such  amounts  cannot  readily be  separately  or
individually calculated. Messrs. Hamner, Martin, Smith and Thomas participate in
the Retirement Plan. An eligible employee or his survivor will be entitled under
the Retirement Plan to receive,  upon retirement,  death or disability,  monthly
payments based upon formulas  relating  benefits to salary and years of credited
service,  which is generally  determined by averaging the five consecutive years
of highest  compensation  prior to retirement.  Salaries and bonuses  (excluding
other annual compensation)  reported in the foregoing Summary Compensation Table
are  substantially  identical to  compensation  covered by the  Retirement  Plan
("Covered Compensation").


                                       11
<PAGE>
<TABLE>
<CAPTION>

         The  following  table sets forth,  for  purposes of  illustration,  the
estimated  annual  retirement  benefit  payable under the  Retirement  Plan as a
straight  life annuity upon  retirement  to  participants  of specified  Covered
Compensation  and years of credited  service who are fully vested (five years of
service).  Messrs. Hamner, Martin, Smith and Thomas had 19, 28, 11 and 39 years,
respectively,  of  credited  service  under  the  plan  as of May 1,  2001.  All
calculations assume retirement in 2001 at age 65 (normal retirement age).

     Total Covered                                   Estimated Annual Benefits
     Compensation                                      Based on Service of:
                             15 Years      20 Years     25 Years     30 Years     35 Years
                             --------      --------     --------     --------     --------
<S>    <C>                   <C>           <C>          <C>          <C>          <C>
       $125,000............. $ 31,997      $ 42,662     $ 53,328     $ 63,994     $ 74,659
        150,000.............   39,122        52,162       65,203       78,244       91,284
        175,000.............   46,247        61,662       77,078       92,494      107,909
        200,000.............   53,372        71,162       88,953      106,744      124,534
        225,000............    60,497        80,662      100,828      120,994      141,159
        250,000............    67,622        90,162      112,703      135,244      157,784
        300,000............    81,872       109,162      136,453      163,744      191,034
        350,000.............   96,122       128,162      160,203      192,244      224,284
        400,000.............  110,372       147,162      183,953      220,744      257,534

</TABLE>

         Certain of the  amounts  in the above  table are  subject to  reduction
because  applicable  federal  regulations  limit the  amount of annual  benefits
payable to certain  higher-paid  participants  under a tax-qualified  retirement
plan such as the  Retirement  Plan. The extent of such  reductions  will vary in
individual  cases  according  to  circumstances  existing  at the  time  pension
payments commence. Consequently, the Corporation and certain of its wholly-owned
subsidiaries have adopted an unfunded benefit equalization plan (the "Retirement
Restoration  Plan")  to  compensate  employees  of  the  Corporation  and  chief
executive officers of certain of the Corporation's wholly-owned subsidiaries for
the loss of retirement benefits resulting from such limitations. This Retirement
Restoration Plan provides for the payment,  upon  retirement,  of the difference
between  the  maximum  annual  payment  permissible  under the  Retirement  Plan
pursuant to federal  limitations  and the amount which would otherwise have been
payable.

         Mr. Thomas is entitled to a substantially  increased annual  retirement
benefit as a result of his service  beyond the normal  retirement  age and to an
additional annual  retirement  benefit as a result of his credited service prior
to April 1972 under a retirement benefit formula of the Corporation's Retirement
Plan which was modified for credited service subsequent to April 1972.  Although
Mr. Thomas is a full-time employee of the Corporation,  Section 401(a)(9) of the
Internal  Revenue  Code  required  that he begin  receiving  monthly  retirement
benefit  payments on April 1, 2000 because of his age and ownership of more than
5% of the  Corporation's  common stock.  Retirement  benefits  payable (for life
only) to Mr. Thomas under the Retirement  Plan and Retirement  Restoration  Plan
total $440,342 per annum.


                                       12
<PAGE>

Stock Ownership Plan

         The Corporation maintains an employee stock ownership plan ("ESOP") for
employees of the Corporation and one of its  wholly-owned  subsidiaries in which
Messrs.  Hamner  and  Smith  participate.  The  Whitmore  Manufacturing  Company
maintains  an employee  stock  ownership  plan for its  employees,  in which Mr.
Martin participates.  Employees who have completed one year of credited service,
as defined in the plan, are eligible to  participate in the ESOP.  Contributions
to the ESOP are discretionary, within limits established by the Internal Revenue
Code. Funds  contributed to the trust  established under the ESOP are applied by
the trustees to the purchase, in the open market at prevailing market prices, of
Common Stock of the  Corporation.  A participant's  interest in contributions to
the ESOP fully  vests  after five years of  credited  service,  and such  vested
interest  is  distributed  to  a  participant  at  retirement,  death  or  total
disability,  or after a one year break in service  resulting from termination of
employment for any other reason. See Note (2) to the table under STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS.

          COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires  officers and directors of the Corporation and persons who beneficially
own more than ten percent of the  Corporation's  common stock to file reports of
securities  ownership  and changes in such  ownership  with the  Securities  and
Exchange  Commission  (the  "SEC").  Officers,  directors  and greater  than ten
percent  beneficial  owners also are required by rules promulgated by the SEC to
furnish the Corporation  with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms  furnished to the  Corporation,
or written representations that no Form 5 filings were required, the Corporation
believes  that each of its  officers,  directors  and  greater  than ten percent
beneficial owners complied with all Section 16(a) filing requirements applicable
to them during the year ended March 31, 2001.

                              AUDIT AND OTHER FEES

         The aggregate fees billed for  professional  services  rendered by KPMG
LLP for the audit of the Corporation's  annual financial statements for the year
ended March 31, 2001,  and the reviews of the financial  statements  included in
the  quarterly  Reports on Forms 10-Q for the year ended  March 31,  2001,  were
$41,700.  The aggregate fees billed for tax and other services  rendered by KPMG
LLP during the year ended March 31, 2001, were $11,275.  The Audit Committee has
considered  whether  the  provision  by  KPMG  LLP of  all  other  services  are
compatible with maintaining KPMG LLP's independence.




                                       13
<PAGE>
<TABLE>
<CAPTION>

                                PERFORMANCE GRAPH

         The  following  graph  compares  the  Corporation's   cumulative  total
stockholder  return during the last five years (based on the market price of the
common  stock and  assuming  reinvestment  of all  dividends  and tax credits on
retained  long-term  capital  gains) with the Total  Return Index for the Nasdaq
Stock  Market  (U.S.  Companies)  and with the Total  Return  Index  for  Nasdaq
Financial  Stocks,  both of which  indices have been  prepared by the Center for
Research in Security Prices at the University of Chicago.

                Comparison of Five Year Cumulative Total Returns

[Graph omitted]

        Nasdaq Total Return (U.S)    Nasdaq Financial Stocks     Capital Southwest Corporation
<S>     <C>                          <C>                         <C>
1996             100.000                     100.000                        100.000
1997             111.146                     128.790                        116.802
1998             168.468                     200.114                        166.098
1999             227.622                     180.327                        129.940
2000             423.365                     170.895                        100.019
2001             169.463                     189.050                        120.088

</TABLE>






                                       14
<PAGE>

          APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)

         The  Board  of  Directors  has  appointed  the  firm  of  KPMG  LLP  as
independent  auditors  for the fiscal year  ending  March 31,  2002,  subject to
ratification by the shareholders. A representative of KPMG LLP is expected to be
present at the Annual Meeting with an opportunity to make a statement,  and will
be available to respond to appropriate questions.

         In order to approve the appointment of KPMG LLP as independent auditors
for the  Corporation  for the year ending  March 31,  2002,  the  proposal  must
receive  the  favorable  vote of a majority  of the shares  entitled to vote and
represented at the Annual Meeting.

                  SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

         Any  shareholder  proposal  to be  considered  by the  Corporation  for
inclusion in the proxy material for the 2002 Annual Meeting of Shareholders must
be received by the Secretary of the Corporation,  12900 Preston Road, Suite 700,
Dallas,  Texas  75230,  no later than  February 3, 2002.  Mere  submission  of a
proposal  for  consideration  does not  guarantee  its  inclusion  in the  proxy
material or presentation at the meeting.  All shareholder  proposals are subject
to the rules under the federal securities laws.

                       EXPENSES OF SOLICITATION OF PROXIES

         In  addition  to the use of the  mails,  proxies  may be  solicited  by
personal  interview and telephone by directors,  officers and other employees of
the Corporation, who will not receive additional compensation for such services.
The Corporation will also request  brokerage  houses,  nominees,  custodians and
fiduciaries to forward  soliciting  materials to the beneficial  owners of stock
held of record by them and will reimburse such persons for forwarding materials.
The cost of soliciting proxies will be borne by the Corporation.

                                  ANNUAL REPORT

         The Annual Report to Shareholders  covering the fiscal year ended March
31, 2001 accompanies this proxy statement, but is not deemed a part of the proxy
soliciting material.

         A copy of the  fiscal  2001 Form  10-K  report  to the  Securities  and
Exchange  Commission will be mailed to shareholders  without charge upon written
request to Tim Smith,  Secretary,  Capital Southwest Corporation,  12900 Preston
Road, Suite 700, Dallas, Texas 75230.




                                       15
<PAGE>





                                                                       Exhibit A

            Charter of the Audit Committee of the Board of Directors
                        of Capital Southwest Corporation


I.   Audit Committee Purpose

     The Audit  Committee  is  appointed by the Board of Directors to assist the
     Board in fulfilling its oversight  responsibilities.  The Audit Committee's
     primary duties and responsibilities are to:

     o    Monitor the integrity of the Company's financial reporting process and
          systems of internal controls regarding finance,  accounting, and legal
          compliance.

     o    Monitor the independence and performance of the Company's  independent
          auditors.

     o    Provide an avenue of  communication  among the  independent  auditors,
          management, and the Board of Directors.

     The  Audit  Committee  has  the  authority  to  conduct  any  investigation
     appropriate  to fulfilling its  responsibilities,  and has direct access to
     the  independent  auditors as well as all books,  records,  facilities  and
     management personnel of the Company. The Audit Committee has the ability to
     retain,  at the Company's  expense,  special  legal,  accounting,  or other
     consultants or experts it deems necessary in the performance of its duties.

II.  Audit Committee Composition and Meetings

     Audit  Committee  members shall meet the  requirements  of the Nasdaq Stock
     Market.  The  Audit  Committee  shall be  composed  of three  directors  as
     determined  by the Board,  each of whom shall be  independent  nonexecutive
     directors,  free  from  any  relationship  that  would  interfere  with the
     exercise of his or her independent  judgment.  All members of the Committee
     shall have a basic  understanding  of finance and accounting and be able to
     read and  understand  fundamental  financial  statements,  and at least one
     member  of  the  Committee  shall  have  accounting  or  related  financial
     management expertise.

     Audit Committee members shall be appointed by the Board of Directors. If an
     Audit Committee  Chairman is not designated or present,  the members of the
     Committee  may  designate  a Chairman  by  majority  vote of the  Committee
     membership.

     The Committee shall meet at least two times annually, or more frequently as
     circumstances  dictate.  The Committee  should meet  privately in executive
     session at least annually with management, the independent auditors, and as
     a  committee  to discuss any matters  that the  Committee  or each of these
     groups believe should be discussed. In addition, the Committee, or at least
     its  Chairman,  should  communicate  with  management  and the  independent
     auditors  quarterly  to  review  the  Company's  financial  statements  and
     significant findings based upon the auditors limited review procedures.


                                      A - 1

<PAGE>

III. Audit Committee Responsibilities and Duties

     1.   Review and reassess  the  adequacy of this Charter at least  annually.
          Submit the Charter to the Board of Directors for approval and have the
          document  published at least every three years in accordance  with SEC
          regulations.

     2.   In  consultation  with the  management and the  independent  auditors,
          consider the integrity of the Company's  financial reporting processes
          and controls.  Discuss  significant  financial  risk exposures and the
          steps  management  has taken to  monitor,  control,  and  report  such
          exposures.  Review  significant  findings  prepared by the independent
          auditors together with management's responses.

     3.   Prior to releasing the year-end  net-asset value,  discuss the results
          of the audit with the  independent  auditors and discuss those matters
          required  to  be  communicated  to  audit  committees  by  independent
          auditors   including   their   judgments   about   the   quality   and
          appropriateness of the Company's  accounting  principles as applied in
          its financial reporting.

     4.   Review the Company's  annual  audited  financial  statements  prior to
          filing  or  distribution.   Review  should  include   discussion  with
          management and independent  auditors of significant  issues  regarding
          accounting principles, practices, and judgments.

     5.   Review with  financial  management  and the  independent  auditors the
          Company's  quarterly  financial  results  prior to the  release of net
          asset value and/or the Company's quarterly financial  statements prior
          to filing or  distribution.  Discuss  any  significant  changes to the
          Company's   accounting   principles  and  any  items  required  to  be
          communicated by the independent  auditors including their judgments of
          the quality of the  Company's  accounting  principles  and  underlying
          estimates in its financial  statements.  The Chairman of the Committee
          may represent the entire Audit Committee for purposes of this review.

     6.   The  independent  auditors  are  ultimately  accountable  to the Audit
          Committee and the Board of Directors. The Audit Committee shall review
          the   independence  and  performance  of  the  auditors  and  annually
          recommend to the Board of Directors the appointment of the independent
          auditors  or approve any  discharge  of  auditors  when  circumstances
          warrant.

     7.   Approve the fees and other significant  compensation to be paid to the
          independent auditors.

     8.   On an annual basis,  the Committee  should review and discuss with the
          independent auditors all significant  relationships they have with the
          Company that could impair the auditors' independence.



                                     A - 2

<PAGE>

     9.   Review the independent auditors audit plan - discuss scope,  staffing,
          locations, reliance upon management, and general audit approach.

     10.  On at least an annual basis,  review any legal matters that could have
          a significant impact on the organization's  financial statements,  the
          Company's  compliance  with  applicable  laws  and  regulations,   and
          inquiries received from regulators or governmental agencies.

     11.  Annually,  prepare  a  report  to  shareholders  as  required  by  the
          Securities and Exchange  Commission.  The report should be included in
          the Company's annual proxy statement.

     12.  Perform  any  other  activities  consistent  with  this  Charter,  the
          Company's by-laws, and governing law, as the Committee or the Board of
          Directors deems necessary or appropriate.

     13.  Maintain minutes of meetings and  periodically  report to the Board of
          Directors on significant results of the foregoing activities.







                                     A - 3

<PAGE>
<TABLE>
<CAPTION>

                                                                      Appendix A

                          Capital Southwest Corporation

            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- JULY 16, 2001

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                     BOARD OF DIRECTORS OF THE CORPORATION.

     The undersigned (1) acknowledges receipt of the Notice of Annual Meeting of
Shareholders  of  Capital  Southwest  Corporation,  a  Texas  corporation,  (the
"Corporation") to be held on Monday,  July 16, 2001, at 10:00 a.m., Dallas time,
in the Meeting  Room (1st floor) of the North Dallas Bank Tower,  12900  Preston
Road, Dallas,  Texas, and the Proxy Statement in connection  therewith;  and (2)
appoints James M. Nolan, William R. Thomas and John H. Wilson, and each of them,
his  proxies  with full power of  substitution,  for and in the name,  place and
stead of the undersigned, to vote upon and act with respect to all of the shares
of Common Stock of the Corporation  standing in the name of the undersigned,  or
with respect to which the undersigned is entitled to vote and act at the meeting
and at any adjournment  thereof,  and the undersigned directs that this proxy be
voted:

                          IMPORTANT: SIGN ON OTHER SIDE
<S>             <C>                     <C>                 <C>
                  FOR all nominees      WITHHOLD AUTHORITY
                   listed at right          to vote for
                 (except as marked         all nominees
                to the contrary below)    listed at right   Nominees:  Graeme W. Henderson
1. Election of                                                         Gary L. Martin
   Directors          _________             _________                  James M. Nolan
                                                                       William R. Thomas
(INSTRUCTION:  To withhold authority to vote  for                      John H. Wilson
any individual nominee, write that nominee's name
in the space provided below.)


_________________________________________________

</TABLE>

                                                         FOR   AGAINST   ABSTAIN
           2. Proposal  to ratify the  appointment  of
              KPMG LLP as independent auditors for the
              Corporation.                              _____   _____     _____

           3. In the  discretion  of the  proxies,  on any other matter that may
              properly come before the meeting or, subject to the  conditions in
              the Proxy Statement, any adjournment thereof.

           This  proxy  when  properly  executed  will be  voted  in the  manner
           directed.  Unless otherwise marked,  this proxy will be voted for the
           election of the persons named at the left hereof and for the proposal
           described in (2) above.
           If more than one of the  proxies  named  herein  shall be  present in
           person or by substitute at the meeting or at any adjournment thereof,
           the  majority of the proxies so present and voting,  either in person
           or by substitute, shall exercise all of the powers hereby given.
           The undersigned  hereby revokes any proxy or proxies heretofore given
           to vote upon or act with  respect to such  stock and hereby  ratifies
           and confirms all that the proxies, their substitutes, or any of them,
           may lawfully do by virtue hereof.

           PLEASE  MARK,  SIGN,  DATE AND  RETURN  YOUR  PROXY  PROMPTLY  IN THE
           ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.


________________________  ________________________  ____________________
Signature of Shareholder  Signature of Shareholder  Title, if applicable

                                                    Date: ________________, 2001

NOTE:    Please date this proxy and sign your name exactly as it appears hereon.
         Where there is more than one owner,  each should sign.  When signing as
         an attorney,  administrator,  executor, guardian or trustee, please add
         your title as such. If executed by a  corporation,  the proxy should be
         signed by a duly authorized officer. EACH JOINT TENANT SHOULD SIGN.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
