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
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             (Exact name of registrant as specified in its charter)


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


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


Registrant's telephone number, including area code       (972) 233-8242
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Item 4.  Changes in Registrant's Certifying Accountant
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(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
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                                                   By: /s/ Susan K. Hodgson
                                                      --------------------------
                                                      Susan K. Hodgson
                                                      Secretary - Treasurer