<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>capital10k033102.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                    FORM 10-K

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

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

For the Fiscal Year Ended March 31, 2002          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                           (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)

               12900 Preston Road, Suite 700, Dallas, Texas 75230
           (Address of principal executive offices including zip code)

                                 (972) 233-8242
               (Registrant's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $1.00 par value

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of May 1, 2002 was  $127,571,235,  based on the last sale price of
such  stock as  quoted  by  Nasdaq  on such  date  (officers,  directors  and 5%
shareholders are considered affiliates for purposes of this calculation).

The  number  of  shares  of  common  stock  outstanding  as of May 15,  2002 was
3,829,051.

       Documents Incorporated by Reference             Part of Form 10-K

(1)  Annual Report to Shareholders for the            Parts I and II; and
     Year Ended March 31, 2002                    Part IV, Item 14(a)(1) and (2)

(2)  Proxy Statement for Annual Meeting of                  Part III
     Shareholders to be held July 15, 2002

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I
   Item 1.   Business.........................................................1
   Item 2.   Properties.......................................................1
   Item 3.   Legal Proceedings................................................1
   Item 4.   Submission of Matters to a Vote of Security Holders..............1

PART II
   Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters............................................2
   Item 6.   Selected Financial Data..........................................2
   Item 7.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations......................................2
   Item 7A.  Quantitative and Qualitative Disclosure About Market Risk........2
   Item 8.   Financial Statements and Supplementary Data......................2
   Item 9.   Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure...........................................3

PART III
   Item 10.  Directors and Executive Officers of the Registrant...............3
   Item 11.  Executive Compensation...........................................4
   Item 12.  Security Ownership of Certain Beneficial Owners and Management...4
   Item 13.  Certain Relationships and Related Transactions...................4

PART IV
   Item 14.  Exhibits, Financial Statement Schedules, and Reports
               on Form 8-K ...................................................4

Signatures ...................................................................5

Exhibit Index ................................................................6

<PAGE>

                                     PART I

Item 1. Business

     Capital  Southwest  Corporation  (the  "Company")  was organized as a Texas
corporation on April 19, 1961.  Until September 1969, the Company  operated as a
licensee  under the Small  Business  Investment  Act of 1958. At that time,  the
Company  transferred to its wholly-owned  subsidiary,  Capital Southwest Venture
Corporation ("CSVC"),  certain of its assets and its license as a small business
investment company ("SBIC").  CSVC is a closed-end,  non-diversified  investment
company of the management  type registered  under the Investment  Company Act of
1940 (the "1940 Act").  Prior to March 30, 1988, the Company was registered as a
closed-end, non-diversified investment company under the 1940 Act. On that date,
the  Company  elected to become a business  development  company  subject to the
provisions  of  Sections  55 through 65 of the 1940 Act, as amended by the Small
Business Incentive Act of 1980.

     The Company is a venture capital  investment  company whose objective is to
achieve  capital  appreciation  through  long-term   investments  in  businesses
believed to have  favorable  growth  potential.  The Company's  investments  are
focused on early-stage financings, expansion financings,  management buyouts and
recapitalizations  in a broad range of industry  segments.  The  portfolio  is a
composite  of  companies  in which the Company has major  interests as well as a
number  of  developing  companies  and  marketable   securities  of  established
publicly-owned  companies.  The Company makes available  significant  managerial
assistance  to the  companies  in which it invests and believes  that  providing
material  assistance  to such  investee  companies  is critical to its  business
development activities.

     The twelve  largest  investments  of the  Company  had a  combined  cost of
$45,316,675 and a value of $309,839,711,  representing 89.2% of the value of the
Company's  consolidated  investment portfolio at March 31, 2002. For a narrative
description of the twelve largest investments, see "Twelve Largest Investments -
March  31,  2002"  on  pages 7  through  9 of the  Company's  Annual  Report  to
Shareholders  for the Year Ended March 31, 2002 (the "2002 Annual Report") which
is herein incorporated by reference. Certain of the information presented on the
twelve largest investments has been obtained from the respective  companies and,
in  certain  cases,  from  public  filings  of  such  companies.  The  financial
information  presented  on  each  of  the  respective  companies  is  from  such
companies' financial statements, which in some instances are unaudited.

     The Company competes for attractive  investment  opportunities with venture
capital partnerships and corporations,  venture capital affiliates of industrial
and financial companies, SBICs and wealthy individuals.

     The number of persons employed by the Company at March 31, 2002 was seven.

Item 2. Properties

     The Company maintains its offices at 12900 Preston Road, Suite 700, Dallas,
Texas,  75230,  where it rents  approximately  3,700 square feet of office space
pursuant to a lease  agreement  expiring in February 2003. The Company  believes
that its offices are adequate to meet its current and expected future needs.

Item 3. Legal Proceedings

     The Company  has no material  pending  legal  proceedings  to which it is a
party or to which any of its property is subject.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security  holders during the quarter
ended March 31, 2002.


                                       1
<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     Information  set  forth  under  the  captions  "Shareholder  Information  -
Shareholders,  Market Prices and Dividends" on page 32 of the 2002 Annual Report
is herein incorporated by reference.


Item 6. Selected Financial Data

     "Selected Consolidated Financial Data" on page 31 of the 2002 Annual Report
is herein incorporated by reference.


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     Pages  28  through  30 of the  Company's  2002  Annual  Report  are  herein
incorporated by reference.

Item 7A. 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 $2,880,000 at March 31, 2002,  equivalent to 0.83%
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.

     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  would  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 and
warrants to purchase 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 issuer, 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
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 fair value
of the Company's investment in such security.

Item 8. Financial Statements and Supplementary Data

     Pages  10  through  27 of the  Company's  2002  Annual  Report  are  herein
incorporated  by  reference.  See also Item 14 of this  Form  10-K -  "Exhibits,
Financial Statement Schedules, and Reports on Form 8-K".



                                       2
<PAGE>
<TABLE>
<CAPTION>


     Selected Quarterly Financial Data (Unaudited)
     ---------------------------------

     The following  presents a summary of the unaudited  quarterly  consolidated
financial information for the years ended March 31, 2002 and 2001.

                                                   First      Second       Third      Fourth
                                                  Quarter     Quarter     Quarter     Quarter       Total
                                                  --------    --------    --------    --------    --------
                                                         (In thousands, except per share amounts)
<S>                                               <C>         <C>         <C>         <C>         <C>
2002
----
    Net investment income                         $    429    $    383    $    921    $    309    $  2,042
    Net realized gain (loss) on investments           --          (450)      1,084      (1,172)       (538)
    Net increase (decrease) in unrealized
        appreciation of investments                 15,310      (1,139)      7,296       2,707      24,174
    Net increase (decrease) in net assets from
       operations                                   15,739      (1,206)      9,301       1,844      25,678
    Net increase (decrease) in net assets from
       operations per share                           4.11       (0.32)       2.43        0.48        6.70

2001
----
    Net investment income                         $     25    $    987    $    434    $    277    $  1,723
    Net realized gain (loss) on investments          1,442        --          (768)     (3,905)     (3,231)
    Net increase (decrease)  in unrealized
       appreciation of investments                  (1,463)     (2,678)     (9,821)      7,492      (6,470)
    Net increase (decrease) in net assets from
       operations                                        4      (1,691)    (10,155)      3,864      (7,978)
    Net increase (decrease) in net assets from
       operations per share                           --         (0.44)      (2.66)       1.01       (2.09)

</TABLE>

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

     Not applicable.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     The information set forth under the caption  "Election of Directors" in the
Company's  definitive  Proxy  Statement for Annual Meeting of Shareholders to be
held July 15,  2002,  filed  pursuant  to  Regulation  14A under the  Securities
Exchange Act of 1934, on or about June 7, 2002 (the "2002 Proxy  Statement")  is
herein incorporated by reference.

Executive Officers of the Registrant

     The  officers  of the  Company,  together  with the  offices in the Company
presently held by them, their business experience during the last five years and
their ages are as follows:

William M.  Ashbaugh,  age 47, has served as Vice President of the Company since
     2001. He previously  served as Managing  Director in the corporate  finance
     departments of Hoak Breedlove  Wesneski & Co. from 1998 to 2001,  Principal
     Financial  Securities from 1997 to 1998 and Southwest  Securities from 1995
     to 1997.

Patrick F. Hamner,  age 46, has served as Vice  President  of the Company  since
     1986 and was an investment associate with the Company from 1982 to 1986.


                                       3
<PAGE>

Susan K. Hodgson, age 40, has served as Secretary-Treasurer of the Company since
     2001 and was the Controller of the Company from 1994.

Gary L. Martin,  age 55, has been a director of the Company  since July 1988 and
     has served as Vice  President  of the  Company  since 1984.  He  previously
     served as Vice President of the Company from 1978 to 1980.  Since 1980, Mr.
     Martin has served as  President of The Whitmore  Manufacturing  Company,  a
     wholly-owned portfolio company.

William R.  Thomas,  age 73, has served as Chairman of the Board of Directors of
     the  Company  since  1982 and  President  of the  Company  since  1980.  In
     addition,  he has  been a  director  of the  Company  since  1972  and  was
     previously Senior Vice President of the Company from 1969 to 1980.

     No family relationship exists between any of the above-listed officers, and
there are no  arrangements or  understandings  between any of them and any other
person  pursuant to which they were  selected as an officer.  All  officers  are
elected to hold  office for one year,  subject  to  earlier  termination  by the
Company's board of directors.

Item 11. Executive Compensation

     The information set forth under the caption  "Compensation of Directors and
Executive  Officers"  in the 2002  Proxy  Statement  is herein  incorporated  by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information  set forth under the captions  "Stock  Ownership of Certain
Beneficial  Owners" and "Election of  Directors" in the 2002 Proxy  Statement is
herein incorporated by reference.

Item 13. Certain Relationships and Related Transactions

     There were no relationships or transactions within the meaning of this item
during the fiscal  year ended  March 31,  2002 or  proposed  for the fiscal year
ending March 31, 2003.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)(1) The following  financial  statements included in pages 10 through 27
of the Company's 2002 Annual Report are herein incorporated by reference:

          (A)  Portfolio of Investments - March 31, 2002
               Consolidated  Statements  of Financial Condition - March 31, 2002
               and 2001
               Consolidated  Statements  of  Operations - Years  Ended March 31,
               2002, 2001 and  2000
               Consolidated  Statements  of Changes in Net Assets - Years Ended
               March 31, 2002, 2001 and 2000
               Consolidated  Statements  of Cash Flows - Years  Ended  March 31,
               2002, 2001 and 2000

          (B)  Notes to Consolidated Financial Statements

          (C)  Notes to Portfolio of Investments

          (D)  Selected Per Share Data and Ratios

          (E)  Independent Auditors' Report

          (F)  Portfolio Changes During the Year

     (a)(2) All  schedules  are omitted  because they are not  applicable or not
required, or the information is otherwise supplied.

     (a)(3) See the Exhibit Index on page 6.

     (b) The Company  filed no reports on Form 8-K during the three months ended
March 31, 2002.


                                       4
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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


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

Date:  June 14, 2002

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.

         Signature                        Title                         Date
         ---------                        -----                         ----


   /s/ William R. Thomas
---------------------------         President and Chairman         June 14, 2002
      (William R. Thomas)           of the Board and Director


  /s/  Gary L. Martin
---------------------------         Director                       June 14, 2002
      (Gary L. Martin)


  /s/  Graeme W. Henderson
---------------------------         Director                       June 14, 2002
      (Graeme W. Henderson)


   /s/ James M. Nolan
---------------------------         Director                       June 14, 2002
      (James M. Nolan)


  /s/  John H. Wilson
---------------------------         Director                       June 14, 2002
      (John H. Wilson)


   /s/ Susan K. Hodgson
---------------------------          Secretary-Treasurer           June 14, 2002
      (Susan K. Hodgson)             (Financial and Accounting Officer)



                                       5
<PAGE>

                                  EXHIBIT INDEX


     The  following  exhibits  are filed  with this  report or are  incorporated
herein by reference to a prior filing,  in accordance with Rule 12b-32 under the
Securities  Exchange Act of 1934.  (Asterisk  denotes  exhibits  filed with this
report.)

Exhibit No.                            Description
-----------                            -----------

   3.1(a)         Articles  of  Incorporation   and  Articles  of  Amendment  to
                  Articles  of  Incorporation,  dated  June 25,  1969  (filed as
                  Exhibit 1(a) and 1(b) to  Amendment  No. 3 to Form N-2 for the
                  fiscal year ended March 31, 1979).

   3.1(b)         Articles of Amendment to Articles of Incorporation, dated July
                  20,  1987 (filed as an exhibit to Form N-SAR for the six month
                  period ended September 30, 1987).

   3.2            By-Laws  of the  Company,  as  amended  (filed as Exhibit 2 to
                  Amendment  No. 11 to Form N-2 for the fiscal  year ended March
                  31, 1987).

   4.1*           Specimen of Common Stock certificate.

   4.2            Subordinated   debenture  of  CSVC  guaranteed  by  the  Small
                  Business Administration (filed as Exhibit 4.3 to Form 10-K for
                  the fiscal year ended March 31, 1993).

   10.1*          The RectorSeal Corporation and Jet-Lube, Inc. Employee Stock
                  Ownership  Plan as revised  and  restated  effective  April 1,
                  1998.

   10.2*          Amendment No. I to The RectorSeal  Corporation and Jet-Lube,
                  Inc.  Employee  Stock  Ownership  Plan as revised and restated
                  effective April 1, 1998.

   10.3           Retirement Plan for Employees of Capital Southwest Corporation
                  and Its Affiliates as amended and restated  effective April 1,
                  1989  (filed as Exhibit  10.3 to Form 10-K for the fiscal year
                  ended March 31, 1995).

   10.4           Amendments  One and Two to  Retirement  Plan for  Employees of
                  Capital  Southwest  Corporation  and Its Affiliates as amended
                  and restated effective April 1, 1989.

   10.5*          Amendment  Three to Retirement Plan for Employees of Capital
                  Southwest  Corporation  and  Its  Affiliates  as  amended  and
                  restated effective April 1, 1989.

   10.6           Capital Southwest  Corporation and Its Affiliates  Restoration
                  of  Retirement  Income  Plan  for  certain  highly-compensated
                  superseded plan participants effective April 1, 1993 (filed as
                  Exhibit  10.4 to Form 10-K for the fiscal year ended March 31,
                  1995).

   10.7           Amendment  One  to  Capital  Southwest   Corporation  and  Its
                  Affiliates  Restoration of Retirement  Income Plan for certain
                  highly-compensated   superceded  plan  participants  effective
                  April 1, 1993.


                                       6
<PAGE>

   10.8           Capital Southwest  Corporation  Retirement Income  Restoration
                  Plan as amended and restated effective April 1, 1989 (filed as
                  Exhibit  10.5 to Form 10-K for the fiscal year ended March 31,
                  1995).

   10.9           Form of  Indemnification  Agreement which has been established
                  with all  directors  and  executive  officers  of the  Company
                  (filed as Exhibit 10.9 to Form 8-K dated February 10, 1994).

   10.10          Capital Southwest Corporation 1984 Incentive Stock Option Plan
                  as amended and restated as of April 20, 1987 (filed as Exhibit
                  10.10 to Form 10-K for the fiscal year ended March 31, 1990).

   10.11          Capital Southwest Corporation 1999 Stock Option Plan.


Exhibit No.                            Description
-----------                            -----------


   13*            Annual  Report to  Shareholders  for the  fiscal  year ended
                  March 31, 2002.

   21.            List of subsidiaries of the Company.

   23*            Independent Auditors' Consent.









                                       7



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