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<SEC-DOCUMENT>0001010549-03-000237.txt : 20030509
<SEC-HEADER>0001010549-03-000237.hdr.sgml : 20030509
<ACCEPTANCE-DATETIME>20030509110749
ACCESSION NUMBER:		0001010549-03-000237
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030502
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030509

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-01056
		FILM NUMBER:		03689353

	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>8-K
<SEQUENCE>1
<FILENAME>capitalsw8k050203.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934




Date of Report (Date of earliest event reported)          May 2, 2003
                                                --------------------------------


                          Capital Southwest Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Texas                        811-1056                 75-1072796
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


12900 Preston Road, Suite 700, Dallas, Texas                        75230
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)


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

<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant
- ------------------------------------------------------


(a)      On May 2, 2003, KPMG LLP was dismissed as the Registrant's  independent
         accountant.  On April 24,  2003,  the Audit  Committee  of the Board of
         Directors  of  the  Registrant   unanimously  voted  in  favor  of  the
         appointment  of  Ernst  &  Young  LLP  to  serve  as  the  Registrant's
         independent accountant for the fiscal year ending March 31, 2004.

(b)      In connection with its audits of the two most recent fiscal years ended
         March 31, 2003 and during the  subsequent  interim  period ended May 9,
         2003, there have been no  disagreements  with KPMG LLP on any matter of
         accounting  principles or practices,  financial statement disclosure or
         auditing  scope or procedures  which  disagreements  if not resolved to
         their  satisfaction  would  have  caused  them  to  make  reference  in
         connection   with  their   opinion  to  the   subject   matter  of  the
         disagreement. Also, during the two most recent fiscal years and through
         May 9, 2003, the Registrant did not consult Ernst & Young LLP regarding
         any of the events described in Item 304 (a) (2) (i)- (ii) of Regulation
         S-K.

(c)      The report of KPMG LLP on the financial  statement for the prior fiscal
         year ended March 31, 2002 contained no adverse opinion or disclaimer of
         opinion and the report to be issued for March 31, 2003 will most likely
         contain no adverse opinion or disclaimer of opinion.

(d)      The  Registrant  has  requested  that KPMG LLP furnish it with a letter
         addressed to the Securities and Exchange  Commission stating whether or
         not it agrees  with the above  statements.  A copy of such  letter from
         KPMG LLP addressed to the Securities  and Exchange  Commission is filed
         as Exhibit 16.1 to this Form 8-K.


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                                   Capital Southwest Corporation
                                                   -----------------------------
                                                          (Registrant)



Date:  May 9, 2003
       -----------
                                                   By: /s/ Susan K. Hodgson
                                                      --------------------------
                                                      Susan K. Hodgson
                                                      Secretary - Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>capitalsw8kex161050203.txt
<DESCRIPTION>LETTER FROM KPMG LLP
<TEXT>

                                                                    EXHIBIT 16.1

May 9, 2003



Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:

We are currently  principal  accountants for Capital Southwest  Corporation and,
under the date of April 19,  2002,  we  reported on the  consolidated  financial
statements of Capital Southwest  Corporation as of and for the years ended March
31, 2002 and 2001.  On May 2, 2003,  we were  notified  that  Capital  Southwest
Corporation  engaged Ernst & Young LLP as its principal  accountant for the year
ending  March 31, 2004 and that the  auditor-client  relationship  with KPMG LLP
will  cease upon  completion  of the audit of  Capital  Southwest  Corporation's
consolidated  financial  statements as of and for the year ended March 31, 2003,
and  the  issuance  of our  report  thereon.  We  have  read  Capital  Southwest
Corporation's  statements  included  under  Item 4 of its Form 8-K  dated May 9,
2003, and we agree with such statements, except that we are not in a position to
agree or disagree with Capital Southwest  Corporation's  statement that on April
24,  2003,  the Audit  Committee  of the Board of  Directors  of the  Registrant
unanimously  voted in favor of the  appointment of Ernst & Young LLP to serve as
the  Registrant's  independent  accountant  for the fiscal year ending March 31,
2004 and we are not in a position to agree or disagree  with  Capital  Southwest
Corporation's statement that during the two most recent fiscal years and through
May 9, 2003,  Ernst & Young LLP was not  consulted  regarding  any of the events
described  in Item  304(a)(2)(i)-(ii)  of  Regulation  S-K. We are also not in a
position to agree or disagree  with Capital  Southwest  Corporation's  statement
that the  report to be issued  for March 31,  2003 will most  likely  contain no
adverse opinion or disclaimer of opinion.



Very truly yours,

KPMG LLP





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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