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

                                  FORM N-17f-2

               Certificate of Accounting of Securities and Similar
                          Investments in the Custody of
                         Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

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1. Investment Company Act File Number:               Date examination completed:
811-1056                                             January 3, 2005
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 2. State identification Number:
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AL           AK             AZ            AR             CA             CO
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CT           DE             DC            FL             GA             HI
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ID           IL             IN            IA             KS             KY
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LA           ME             MD            MA             MI             MN
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MS           MO             MT            NE             NV             NH
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NJ           NM             NY            NC             ND             OH
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OK           OR             PA            RI             SC             SD
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TN           TX             UT            VT             VA             WA
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WV           WI             WY           PUERTO RICO
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Other (specify):
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3. Exact name of investment company as specified in registration statement:
Capital Southwest Corporation

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4. Address of principal  executive  office (number,  street,  city,  state,  zip
code):
12900 Preston Road, Suite 700, Dallas, Texas 75230

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

                                  FORM N-17f-2

               Certificate of Accounting of Securities and Similar
                          Investments in the Custody of
                         Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

--------------------------------------------------------------------------------
 
1. Investment Company Act File Number:               Date examination completed:
811-1947                                             January 3, 2005
--------------------------------------------------------------------------------
 2. State identification Number:
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AL           AK             AZ            AR             CA             CO
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CT           DE             DC            FL             GA             HI
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ID           IL             IN            IA             KS             KY
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LA           ME             MD            MA             MI             MN
--------------------------------------------------------------------------------
MS           MO             MT            NE             NV             NH
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NJ           NM             NY            NC             ND             OH
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OK           OR             PA            RI             SC             SD
--------------------------------------------------------------------------------
TN           TX             UT            VT             VA             WA
--------------------------------------------------------------------------------
WV           WI             WY           PUERTO RICO
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Other (specify):
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3. Exact name of investment company as specified in registration statement:
Capital Southwest Venture Corporation

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4. Address of principal  executive  office (number,  street,  city,  state,  zip
code):
12900 Preston Road, Suite 700, Dallas, Texas 75230

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               Report of Independent Certified Public Accountants


To the Board of Directors of
Capital Southwest Corporation and Subsidiary:


We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance With Certain Provisions of the Investment Company
Act of 1940, that Capital  Southwest  Corporation and subsidiary (the "Company")
complied with the  requirements  of subsections  (b) and (c) of rule 17f-2 under
the Investment Company Act of 1940 (the "Act") as of January 3, 2005. Management
is  responsible  for the  Company's  compliance  with  those  requirements.  Our
responsibility  is to express an opinion  on  management's  assertion  about the
Company's compliance based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with those  requirements  and performing such other  procedures as we
considered  necessary in the  circumstances.  Included among our procedures were
the  following  tests  performed  as of  January 3,  2005,  and with  respect to
agreement of security  purchases and sales, for the period from October 29, 2004
(the date of the last examination) through January 3, 2005:

     o    Count and  inspection of all  securities  located in the vault of Bank
          One Safekeeping Department in Oklahoma City, Oklahoma,

     o    Confirmation of all securities held by Smith Barney,

     o    Reconciliation  of all such securities to the books and records of the
          Company, and

     o    Agreement  of five  security  purchases  and three  security  sales or
          maturities  since our last  report  from the books and  records of the
          Company to the Company's bank statements.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal  determination on the Company's  compliance
with specified requirements.

In our opinion,  management's  assertion that Capital Southwest  Corporation and
subsidiary  complied with the  requirements  of subsections  (b) and (c) of rule
17f-2 of the Act as of January 3, 2005, with respect to securities  reflected in
the  investment  account  of the  Company  is  fairly  stated,  in all  material
respects.

This report is intended solely for the information and use of management and the
Board of Directors  of Capital  Southwest  Corporation  and  subsidiary  and the
Securities  and Exchange  Commission and is not intended to be and should not be
used by anyone other than these specified parties.


                                                 /s/ Grant Thornton LLP

Dallas, Texas
January 18, 2005





                    Management Statement Regarding Compliance
          With Certain Provisions of the Investment Company Act of 1940




We, as members of management of Capital  Southwest  Corporation  and  subsidiary
(the  "Company"),  are  responsible  for  complying  with  the  requirements  of
subsections  (b) and (c) of rule 17f-2,  "Custody of  Investments  by Registered
Management Investment  Companies," of the Investment Company Act of 1940. We are
also responsible for establishing and maintaining  effective  internal  controls
over compliance with those requirements.  We have performed an evaluation of the
Company's  compliance  with the  requirements of subsections (b) and (c) of rule
17f-2 as of January 3, 2005 and from October 29, 2004 through January 3, 2005.

Based on this evaluation,  we assert that the Company was in compliance with the
requirements of subsections (b) and (c) of rule 17f-2 of the Investment  Company
Act of 1940 as of January 3, 2005, and from October 29, 2004 through  January 3,
2005,  with respect to  securities  reflected in the  investment  account of the
Company.




                                                   Capital Southwest Corporation
                                                   [Name of Company]


 
                                                   /s/ Susan K. Hodgson
                                                   [Name]


                                                   Secretary-Treasurer
                                                   [Title]


                                                   January 3, 2005
                                                   [Date]