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<SEC-DOCUMENT>0001010549-05-000614.txt : 20050830
<SEC-HEADER>0001010549-05-000614.hdr.sgml : 20050830
<ACCEPTANCE-DATETIME>20050830094223
ACCESSION NUMBER:		0001010549-05-000614
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050630
FILED AS OF DATE:		20050830
DATE AS OF CHANGE:		20050830

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:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-01056
		FILM NUMBER:		051057216

	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>10-Q/A
<SEQUENCE>1
<FILENAME>capital10qa063005.txt
<TEXT>

                                  Amendment #1

                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended June 30, 2005

                                       OR

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

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

Commission File Number: 814-61

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

                    Texas                                        75-1072796
(State or other jurisdiction of incorporation                 (I.R.S. Employer
              or organization)                               Identification No.)

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

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

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

Yes   X    No
    -----     -----

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

Yes   X    No
    ------    -----

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

       3,857,051 shares of Common Stock, $1 Par Value as of July 31, 2005



<PAGE>

                                EXPLANATORY NOTE


         We are filing this  Amendment #1 on Form 10-Q/A (this  "Amendment")  in
response  to  comments  received  by us from  the  Staff of the  Securities  and
Exchange  Commission  (the "Staff").  This Amendment  amends and replaces in its
entirety our  disclosure in Item 4 of our Quarterly  Report on Form 10-Q for the
quarter  ended on June 30,  2005,  filed on August 5,  2005 (the  "Report")  and
Exhibits 31.1 and 31.2.

         Except to the extent expressly set forth herein,  this Amendment speaks
as of the original filing date of our Report and has not been updated to reflect
events  occurring  subsequent  to the  original  filing  date  other  than those
required  to  reflect  the  effects  of the  comments  received  by  the  Staff.
Accordingly,  this Amendment should be read in conjunction with our filings made
with the  Securities  and Exchange  Commission  subsequent  to the filing of the
Report, including any amendments to those filings.

Item 4.   Controls and Procedures

         As of the end of the period  covered by this report,  an evaluation was
performed under the supervision  and with the  participation  of our management,
including the President  and Chairman of the Board and  Secretary-Treasurer,  of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act
of 1934). Based on that evaluation,  the President and Chairman of the Board and
Secretary-Treasurer  concluded that our  disclosure  controls and procedures are
effective to ensure that the  information  required to be disclosed is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms,  and is accumulated  and
communicated  to  management,  including the President and Chairman of the Board
and  Secretary-Treasurer,  as appropriate,  to allow timely decisions  regarding
such required disclosure.

         During the fiscal quarter ended June 30, 2005, there were no changes to
the internal controls over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting.



PART II.  OTHER INFORMATION
- ---------------------------

Item 6.   Exhibits

         (a)  Exhibit 31.1- Certification of President and Chairman of the Board
              required by Rule  13a-14(a) or Rule  15d-14(a)  of the  Securities
              Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  filed
              herewith.



         (b)  Exhibit 31.2-  Certification  of  Secretary-Treasurer  required by
              Rule  13a-14(a)  or Rule  15d-14(a)  of the  Exchange  Act,  filed
              herewith.




                                        2

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant has duly caused this Amendment #1 on Form 10-Q/A to be signed on
its behalf by the undersigned thereunto duly authorized.




                                    CAPITAL SOUTHWEST CORPORATION



Date:     August 30, 2005           By:  /s/ William R. Thomas
       ---------------------           -----------------------------------------
                                       William R. Thomas, President and Chairman
                                       of the Board (chief executive officer)



Date:     August 30, 2005           By:  /s/ Susan K. Hodgson
       ---------------------           -----------------------------------------
                                       Susan K. Hodgson, Secretary-Treasurer
                                       (chief financial/accounting officer)





























                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>capital10qaex311063005.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF PRESIDENT
<TEXT>

                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, William R. Thomas,  President and Chairman of the Board of Capital  Southwest
Corporation, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Capital Southwest
         Corporation (the "registrant");

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

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

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

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

         b)       Designed such internal  control over financial  reporting,  or
                  caused such internal  control over  financial  reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

         c)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

         d)       Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

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

         a)       All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

         b)       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.



Date:  August 30, 2005                       By:  /s/ William R. Thomas
       ---------------                          --------------------------------
                                                William R. Thomas, President and
                                                Chairman of the Board

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>capital10qaex312063005.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF TREASURER
<TEXT>

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I,  Susan K.  Hodgson,  Secretary-Treasurer  of Capital  Southwest  Corporation,
certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Capital Southwest
         Corporation (the "registrant");

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

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

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e)  and  15d-15(e))  and internal
         control  over  financial  reporting  (as defined in Exchange  Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and have:

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

         b)       Designed such internal  control over financial  reporting,  or
                  caused such internal  control over  financial  reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

         c)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

         d)       Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

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

         a)       All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

         b)       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.





Date:  August 30, 2005                  By:  /s/ Susan K. Hodgson
       ---------------                     -------------------------------------
                                           Susan K. Hodgson, Secretary-Treasurer

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