Capital
12900 Preston Rd. Suite 700                                            Southwest
Dallas, TX  75230                                                    Corporation
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                       NOTICE OF SHARE REPURCHASE PROGRAM

June 12, 2008

To Our Shareholders:

     I am pleased to report that on June 10,  2008,  the Board of  Directors  of
Capital  Southwest  Corporation  (the "Company")  authorized the purchase by the
Company in the NASDAQ National Market, or in privately negotiated  transactions,
of up to 10% of the  Company's  presently  outstanding  Common Stock (or 388,915
shares).  Under this purchase  plan, the Company may make purchases from time to
time  during  the next six months at prices not above the lower of the net asset
value  per  share  of  its   Common   Stock,   or  prices   prevailing   in  the
over-the-counter market at the time of such purchases.

     The number of shares to be purchased and the purchase  price per share will
be determined by the officers of the Company,  who in their discretion may elect
to purchase or not to  purchase  Common  Stock of the Company at any time during
the next six months based upon market conditions.

     The Company, in transacting such purchases, will comply with the applicable
rules and  regulations of the Securities  and Exchange  Commission,  which among
others, include the following conditions:

1.   The Company will not knowingly  purchase its shares of Common Stock from an
     "affiliated person" of the Company as such term is defined in the 1940 Act.

2.   The Company  will not  purchase its shares of Common Stock at a price above
     the then current market price per share,  or the net asset value per share,
     whichever is lower, at the time of such purchase.

3.   The Company  will not purchase its shares of Common Stock in a manner or on
     a basis  which  discriminates  unfairly  against  any holders of its Common
     Stock.

     On June 11, the last reported sale price of the Company's  Common Stock was
$113.01 per share.  As of March 31, 2008,  the net asset value of the  Company's
Common Stock was $150.09 per share on 3,889,151 shares outstanding.

     This  notice  is  given  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange Commission under the Investment Company Act of 1940 (the
"1940 Act").


/s/ Gary L. Martin
Gary L. Martin
President & Chief Executive Officer



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                   PATIENT CAPITAL FOR EXCEPTIONAL BUSINESSES