SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ]      Soliciting Material Pursuant to ss.240.14a-12

                          Capital Southwest Corporation
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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                                                                    June 3, 2005


To the Shareholders of Capital Southwest Corporation:

         Our annual  meeting of  shareholders  will be held on July 18, 2005, at
10:00 a.m. in the North Dallas Bank Tower Meeting Room #210, 12900 Preston Road,
Dallas, Texas.

         A  notice  of  the  annual  meeting,  a  proxy  and a  proxy  statement
containing  information about matters to be acted upon are enclosed.  Holders of
our common  stock are  entitled  to vote on the basis of one vote for each share
held. If you attend the annual  meeting,  you retain the right to vote in person
even though you previously voted by the enclosed proxy.

         It is important that your shares be represented at the meeting  whether
or not you are personally in attendance.  Please review the proxy  statement and
sign,  date and return the enclosed proxy at your earliest  convenience.  I look
forward to meeting  with you and,  together  with our  directors  and  officers,
discussing our business. I hope you will be present.


                                             Very truly yours,


                                              /s/ William R. Thomas

                                             William R. Thomas
                                             President and Chairman of the Board







                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD July 18, 2005

To the Shareholders of Capital Southwest Corporation:

         NOTICE IS HEREBY GIVEN that our annual meeting of shareholders  will be
held on Monday,  July 18, 2005, at 10:00 a.m., Dallas time, in Meeting Room #210
of the North Dallas Bank Tower,  12900  Preston  Road,  Dallas,  Texas,  for the
following purposes:

1.   To  elect  five  directors  to  serve  until  the next  annual  meeting  of
     shareholders  or until  their  respective  successors  shall be elected and
     qualified.

2.   To ratify the  appointment by our audit  committee of Grant Thornton LLP as
     our independent auditors.

3.   To transact such other  business as may properly come before the meeting or
     any adjournment thereof.

Only record holders of our common stock at the close of business on June 1, 2005
will be entitled  to notice of, and to vote at, the meeting and any  adjournment
thereof.


         If you do not expect to attend in person,  please sign, date and return
the proxy in the  enclosed  envelope.  No postage is required for mailing in the
United States.



                                              By Order of the Board of Directors

                                              SUSAN K. HODGSON
                                              Secretary
                                              Dallas, Texas
June 3, 2005




                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD July 18, 2005

         This proxy statement is furnished in connection  with the  solicitation
by the Board of Directors of Capital Southwest Corporation, a Texas corporation,
with principal executive offices at 12900 Preston Road, Suite 700, Dallas, Texas
75230,  of proxies to be voted at the annual meeting of  shareholders to be held
on July 18,  2005 or any  adjournment  thereof.  The date on  which  this  proxy
statement  and the  enclosed  form of proxy are first being sent or given to our
shareholders is on or about June 3, 2005.

                             PURPOSES OF THE MEETING

         The annual  meeting of  shareholders  is to be held for the purposes of
(1)  electing  five  persons  to serve as our  directors  until the next  annual
meeting of shareholders,  or until their respective  successors shall be elected
and qualified;  (2) ratifying the  appointment  by the audit  committee of Grant
Thornton  LLP as our  independent  auditors;  and  (3)  transacting  such  other
business as may properly come before the meeting or any adjournment thereof.

                              VOTING AT THE MEETING

         The record date for holders of our common stock  entitled to notice of,
and to vote at, the annual meeting of  shareholders  is the close of business on
June 1,  2005,  at which time we had  outstanding  and  entitled  to vote at the
meeting 3,857,051 shares of common stock.

         The  presence,  in person or by proxy,  of the holders of a majority of
the  shares of common  stock  outstanding  and  entitled  to vote at the  annual
meeting is necessary to constitute a quorum. Each shareholder is entitled to one
vote, in person or by proxy,  for each share of common stock held in its name at
the close of business  on the record  date.  Shareholders  who are  present,  in
person or by proxy,  but  abstain  from  voting on any matter will be counted as
present at the  meeting  for  purposes  of  constituting  a quorum,  but not for
purposes of determining the final vote on any matter. Similarly,  nominees (such
as  broker-dealers)  who are  present,  in person or by proxy,  but  abstain  or
refrain from voting on any item, will be counted as present at the meeting,  but
not voting on any such item.

         To be elected a director,  each nominee must receive the favorable vote
of the holders of a majority of the shares of common stock  entitled to vote and
represented at the annual  meeting.  In order to ratify the appointment of Grant
Thornton LLP as our independent auditors for the year ending March 31, 2006, the
ratification  proposal  must  receive  the  favorable  vote of a majority of the
shares of common stock entitled to vote and represented at the annual meeting.




                                       1




         Each proxy delivered to us, unless the shareholder  otherwise specifies
therein, will be voted FOR the election as directors of the persons nominated as
directors and FOR the  ratification of the appointment by the Audit Committee of
our Board of Directors of Grant  Thornton LLP as independent  auditors.  In each
case where the  shareholder has  appropriately  specified how the proxy is to be
voted,  it will be voted in accordance with the  specification.  As to any other
matter or business which may be properly brought before the meeting,  a vote may
be cast pursuant to the  accompanying  proxy in accordance  with the judgment of
the person or persons voting the same,  but neither  management nor our board of
directors knows of any such other matter or business.

         You may  vote  shares  held  directly  in your  name in  person  at the
meeting. If you want to vote shares that you hold in street name at the meeting,
you must  request a legal proxy from your  broker,  bank or other  nominee  that
holds your shares.

         You may revoke  your proxy and change  your vote at any time before the
final  vote at the  meeting.  You may do this by signing a new proxy card with a
later date,  voting on a later date by proxy,  or by  attending  the meeting and
voting in person. However, your attendance at the meeting will not automatically
revoke your proxy. You must specifically revoke your proxy.

                        PROPOSAL 1: ELECTION OF DIRECTORS

         Five directors are proposed to be elected at the meeting to serve until
the next annual meeting of  shareholders  or until their  respective  successors
shall be elected and qualified.  Each of the named persons  currently  serves as
our director.

Nominees for Director
                                                                      
                                                               Principal              Other
                                         Term of Office       Occupation(s)       Directorships
    Name, Address*        Position(s)     and Length of       During Past 5          Held by
        and Age              Held          Time Served           Years               Nominee
----------------------    -----------    ---------------    ------------------    -------------
Not Interested Persons                                     
----------------------                                     
Graeme W. Henderson       Director       One year;          Self-employed as a
Age 71                                   director since     private investor
                                         1976               and consultant

Samuel B. Ligon           Director       One year;          Chairman of
Age 66                                   director since     Jokari/US, Inc.;
                                         2003               Chairman and 
                                                            CEO of Smith
                                                            Abrasives, Inc.
                                                           
                                                           
                                                           
                                                           


                                       2

                                                           
                                                               Principal              Other
                                         Term of Office       Occupation(s)       Directorships
    Name, Address*        Position(s)     and Length of       During Past 5          Held by
        and Age              Held          Time Served           Years               Nominee
----------------------    -----------    ---------------    ------------------    -------------
Not Interested Persons                                     
----------------------                                     
                                                           
John H. Wilson            Director       One year;            President of U.S.     Encore Wire
Age 62                                   director since       Equity                Corporation 
                                         1988                 Corporation, a        and Palm 
                                                              venture capital       Harbor Homes, 
                                                              investment firm       Inc.
Interested Persons                                         
------------------                                         
                                                           
Gary L. Martin            Vice           One year; Vice       President of The
Age 58                    President      President since      Whitmore
                          and            1984 and             Manufacturing
                          Director       director since       Company and 
                                         1988                 Vice President of 
                                                              the Company
                                                           
William R. Thomas         President,     One year;            President and         Alamo Group
Age 76                    Director       President since      Chairman of the       Inc., Encore
                          and            1980, Chairman       Board                 Wire
                          Chairman       since 1982 and                             Corporation, 
                          of the         director since                             and Palm 
                          Board          1972                                       Harbor Homes, 
                                                                                    Inc.

                                                                         

* The  business  address of each  director  is 12900  Preston  Road,  Suite 700,
Dallas, Texas 75230.

         Our Nominating Committee has determined that Messrs. Thomas and Martin,
who are our  employees,  are  "interested  persons" as defined in the Investment
Company  Act of 1940 and are not  "independent"  as defined by the Nasdaq  Stock
Market Listing Standards.  The Committee has determined that Messrs.  Henderson,
Ligon and Wilson are "independent" as defined by the Nasdaq Stock Market Listing
Standards  and they are not  "interested  persons" as defined by the  Investment
Company Act of 1940.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         During our fiscal year ended  March 31,  2005,  our Board of  Directors
held seven meetings.  The Board of Directors has established an Audit Committee,
a  Compensation  Committee  and a  Nominating  Committee  to assist the Board in
carrying  out its  duties.  During  the year,  our Audit  Committee  held  seven
meetings  and our  Compensation  Committee  held two  meetings.  Our  Nominating
Committee,  which was formed  April 19,  2004,  held one  meeting.  No  director
attended  less than 75% of the total number of board and  committee  meetings on
which the directors served.  All directors who were serving at the time attended
our 2004 annual meeting of shareholders.




                                       3


Audit Committee

         The Audit Committee members are Messrs. Henderson (Chairman), Ligon and
Wilson. The Audit Committee assists the Board in fulfilling its responsibilities
for general oversight of: (1) our accounting and financial  reporting  processes
and the  integrity  of our  financial  statements;  (2) our  systems of internal
accounting  and financial  controls;  (3) the  independence,  qualification  and
performance of our  independent  auditors;  and (4) our  compliance  with ethics
policies and legal and regulatory  requirements relating to financial statements
and  reporting.   The  committee  has  the   responsibility  for  selecting  our
independent auditors and pre-approving audit and non-audit services. Among other
things,  the Audit Committee prepares a report for inclusion in the annual proxy
statement;  reviews the Audit Committee charter and the committee's performance;
approves the scope of the annual  audit;  reviews our  corporate  policies  with
respect to financial  reporting and valuation of our investments.  The committee
also oversees  investigations into complaints  concerning financial matters. The
Audit  Committee has the authority to obtain advice and assistance  from outside
legal,  accounting or other advisors as the Audit  Committee  deems necessary to
carry out its duties.

Compensation Committee

         The  Compensation  Committee  members  are Messrs.  Wilson  (Chairman),
Henderson  and Ligon.  The  Compensation  Committee (1)  discharges  the Board's
responsibilities  to establish the compensation of our executives;  (2) produces
an annual  report on executive  compensation  for  inclusion in our annual proxy
statement;  and (3) provides general  oversight for our compensation  structure,
including our equity  compensation plans and benefits  programs.  Other specific
duties and  responsibilities  of the committee  include  reviewing and approving
objectives relative to executive officers' compensation;  approving and amending
our incentive  compensation  and stock option  programs  (subject to shareholder
approval if required);  and annually evaluating the committee's  performance and
its charter.

Nominating Committee

         The  Nominating  Committee  members  are  Messrs.   Wilson  (Chairman),
Henderson and Ligon.  The  Nominating  Committee has the  responsibility  to (1)
determine  and  recommend  to the  Board the slate of  director  nominees  to be
proposed  to  our  shareholders;   (2)  identify  and  recommend  to  the  Board
individuals qualified to become Board members; and (3) insure that the Board and
its  committees are  appropriately  constituted.  The Nominating  Committee will
consider director nominations made by shareholders,  who should send nominations
to our corporate secretary,  Susan K. Hodgson.  Shareholder nominations proposed
for  consideration  by the Nominating  Committee must include the nominee's name
and qualifications for Board membership. See "Shareholder Proposals" on page 17.

         The Nominating Committee seeks to identify,  and the Board of Directors
selects,  director  candidates  who  (1)  have  significant  experience  that is
relevant  and  beneficial  to the Board of Directors  and the  Company,  (2) are
willing and able to make sufficient time commitments to the Company's affairs in
order to perform  their duties as  directors,  including  regular  attendance of
Board and committee meetings, (3) have a record of character and integrity,  and
(4)  represent  the  interests of the  Company's  shareholders.  The  evaluation
process for nominees is the same regardless of the source of the recommendation.
A copy of the Nominating  Committee Charter is available via the Internet at our
website (www.capitalsouthwest.com).




                                       4


Committee Member Independence

         All of the members of the Audit Committee,  the Compensation  Committee
and the Nominating  Committee are  "independent"  as defined by the Nasdaq Stock
Market  Listing  Standards  and  the  Sarbanes-Oxley  Act  of  2002.  Nominating
Committee  members are not  "interested  persons"  as defined by the  Investment
Company Act of 1940.

Communication with Directors

         Shareholders who wish to send  communications to independent members of
the Board should  address  such  communications  to John H. Wilson,  independent
director, at 1500 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, TX 75240.

Compensation of Directors

         In addition to reimbursement of travel expenses for attendance at Board
meetings,  a director who is not our employee  receives an annual fee of $24,000
for  service as a director  and  $10,000  for  service as  chairman of the Audit
Committee  or  the   Compensation   Committee,   as  applicable.   In  addition,
non-employee  directors  receive  $1,000 for each  directors'  meeting  attended
(excluding telephone meetings) and $500 for each Audit Committee or Compensation
Committee  meeting attended,  as applicable,  subject to a maximum of $8,000 per
year in aggregate  meeting fees.  We pay no fees for  telephone  meetings of the
Board or its committees.

Compensation Committee Interlocks and Insider Participation

         None of our executive  officers served as a member of the  Compensation
Committee of the Board of Directors or as a director of any other entity, one of
whose executive officers served as a member of our Compensation Committee.

Vote Required

         Nominees who receive the affirmative  vote of the holders of a majority
of the shares of common  stock  entitled to vote and  represented  at the annual
meeting shall be re-elected as our directors. Abstentions will have no effect on
the election of  directors.  If you hold your shares  through a broker,  bank or
other  nominee and you do not instruct them how to vote on this  proposal,  your
broker may have  authority  to vote your  shares.  You may give each nominee one
vote for each  share  you  hold.  The proxy  holders  intend to vote the  shares
represented  by  proxies  to elect the five  nominees  to the board set forth in
Proposal 1.

Board Recommendation

         The Board  recommends  that you vote "For" each of the  nominees to the
Board set forth in this Proposal 1.



                                       5




                  STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain  information with respect to the
beneficial  ownership  of our common stock as of May 1, 2005 by (1) each person,
so far as is known to our management,  who is the beneficial owner (as that term
is  defined  in the  rules  and  regulations  of the SEC) of more than 5% of our
outstanding  common  stock,  (2) each  executive  officer  named in the  Summary
Compensation  Table,  (3) each nominee for  director,  and (4) all directors and
executive  officers as a group.  Unless otherwise  indicated below,  each of the
persons named in the table has sole voting and investment  power with respect to
the shares indicated to be beneficially owned.

      Name and Address of                                     Shares Owned      Percent of
      Beneficial Owner                                        Beneficially         Class
      ----------------                                        ------------         -----
                                                                               
      William R. Thomas.................................     947,155 (1)(2)        24.6%
      12900 Preston Rd., Suite 700
      Dallas, Texas 75230
 
      Artisan Partners Limited Partnership .............     377,569 (4)            9.8
      875 East Wisconsin Avenue, Suite 800
      Milwaukee, Wisconsin 53202

      Third Avenue Management LLC.......................     323,798 (5)            8.4
      622 Third Avenue, 32nd Floor
      New York, New York 10017

      First Manhattan Company ..........................     242,987 (6)            6.3
      437 Madison Avenue
      New York, New York 10022

      Gary L. Martin ...................................     206,302 (2)            5.3
      12900 Preston Rd., Suite 700
      Dallas, Texas 75230

      Patrick F. Hamner ................................     135,458 (2)(3)         3.5

      Graeme W. Henderson ..............................       4,700 (7)            0.1

      William M. Ashbaugh ..............................       4,500 (3)            0.1

      Samuel B. Ligon ..................................       1,000                -

      John H. Wilson ...................................       1,000                -

      All directors and executive officers as a 
      group (8 persons).................................   1,102,720 (8)           28.4

------------------------                  
(1)  Mr.  Thomas has sole voting and  investment  power with  respect to 616,000
     shares,  which include  75,948 shares owned by his two children and 206,525
     shares owned by Thomas Heritage  Partners,  Ltd., in which Mr. Thomas has a
     38.6% limited partnership interest. Mr. Thomas holds a majority interest in
     and is President and sole manager of Thomas Heritage Company, LLC, the sole
     general partner of Thomas Heritage Partners, Ltd.




                                       6


(2)  Mr.  Thomas  is a  trustee  of  certain  trusts  pursuant  to ESOPs for our
     employees  and employees of our  wholly-owned  portfolio  companies  owning
     243,011 shares,  with the power as trustee to vote such shares.  Mr. Thomas
     also  participates  in the power to direct  the  trustees  in the voting of
     88,144 shares owned by a trust pursuant to a pension plan for our employees
     and  certain of our  wholly-owned  portfolio  companies.  Accordingly,  Mr.
     Thomas has shared voting and  investment  power with respect to the 331,155
     shares,  representing  8.6% of our outstanding  common stock,  owned by the
     aforementioned  trusts.  Under the rules and  regulations  of the SEC,  Mr.
     Thomas is deemed to be the beneficial  owner of such 331,155 shares,  which
     are included in the shares beneficially owned by Mr. Thomas.

     Mr. Martin serves as trustee, with Mr. Thomas, of one of the aforementioned
     trusts  owning 25,566  shares and  participates  in the power to direct the
     trustees in the voting of 88,144  shares owned by the other  aforementioned
     trust. Accordingly,  Mr. Martin has shared voting and investment power with
     respect to the 113,710 shares.  Under the rules and regulations of the SEC,
     Mr.  Martin is deemed to be the  beneficial  owner of such 113,710  shares,
     which are included in the shares  beneficially  owned by Mr. Martin. Of the
     shares owned by a trust pursuant to the  aforementioned  ESOPs,  4,229 were
     allocated to Mr. Martin, all of which were vested.

     Mr. Hamner,  with Messrs.  Thomas and Martin,  participates in the power to
     direct  the  trustees  in the voting of 88,144  shares  owned by one of the
     aforementioned  trusts.  Under the rules and  regulations  of the SEC,  Mr.
     Hamner is deemed to be the beneficial  owner of such 88,144  shares,  which
     are included in the shares beneficially owned by Mr. Hamner.

(3)  Includes 4,500 and 12,250 shares subject to immediately  exercisable  stock
     options held by Messrs. Ashbaugh and Hamner, respectively.

(4)  As  reported  to us  by  Artisan  Partners  Limited  Partnership  ("Artisan
     Partners")  or  Artisan  Investment   Corporation  or  Andrew  A.  Ziegler,
     individually, or Carlene Murphy Ziegler,  individually, had sole voting and
     dispositive power with respect to none of such shares and shared voting and
     dispositive power with respect to 377,569 shares by reasons of advisory and
     other  relationships with the persons who own the shares.  Artisan Partners
     is an investment  adviser;  Artisan  Investment  is the General  Partner of
     Artisan  Partners;  and Mr.  Ziegler  and  Ms.  Ziegler  are the  principal
     stockholders of Artisan Investment.

(5)  As reported to us by Third Avenue Management LLC, Third Avenue or Martin J.
     Whitman, individually, had shared voting and dispositive power with respect
     to 19,830 shares, sole voting power with respect to 298,823 shares and sole
     dispositive power with respect to 303,968 shares by reasons of advisory and
     other  relationships with the persons who own the shares.  Third Avenue and
     Martin J. Whitman  beneficially  own 299,554 and 24,244,  respectively,  of
     such shares.

(6)  As reported to us by First  Manhattan Co., First  Manhattan had sole voting
     and dispositive power with respect to 100 shares,  shared voting power with
     respect to 241,912  shares and  shared  dispositive  power with  respect to
     242,887  shares by reasons of  advisory  and other  relationships  with the
     persons who own the shares.



                                       7




(7)  Includes  500  shares  held by a  retirement  trust for the  benefit of Mr.
     Henderson.

(8)  Includes (a) the shares owned by the  partnership and trusts referred to in
     notes (1) and (2),  respectively,  to the above  table,  (b) 21,150  shares
     subject to immediately  exercisable stock options (including those referred
     to in note (3) to the above  table),  (c) 500 shares  held in a  retirement
     trust for the  benefit  of Mr.  Henderson  and (d) 75,948  shares  owned by
     immediate family members of Mr. Thomas.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our officers and directors and persons who  beneficially  own more than
10% of our common stock to file reports of  securities  ownership and changes in
such ownership with the SEC. Officers, directors and greater than 10% beneficial
owners  also are  required  by rules  promulgated  by the SEC to furnish us with
copies of all Section  16(a) forms they file with the SEC.  Based  solely upon a
review of the copies of such forms  furnished to us, we believe that each of our
officers,  directors and greater than 10%  beneficial  owners  complied with all
Section  16(a)  filing  requirements  applicable  to them during the fiscal year
ended March 31, 2005.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following  table  sets forth  summary  information  regarding  the
compensation  (excluding Mr. Thomas'  retirement  benefit  described on page 12)
earned by or paid to William R. Thomas, President and Chairman of the Board, and
the next three most highly  compensated  executive officers who received a total
annual  salary and bonus in excess of  $100,000  for the fiscal year ended March
31, 2005.

                                                                              Long-term Compensation
                                                Annual Compensation                    Awards 
                                      -------------------------------------    ---------------------                            
    Name and                Fiscal                           Other Annual      Securities Underlying       All Other
Principal Position           Year     Salary       Bonus    Compensation(1)         Options (#)          Compensation(2)
------------------          ------    ------       -----    ---------------    ---------------------     ---------------
                                                                                         
William R. Thomas            2005    $250,000    $ 10,417      $20,500                     -               $      -
   President and             2004     250,000           -       20,000                 6,000                      -
   Chairman of the Board     2003     250,000           -       10,000                 6,000                      -
                                                                                                           
Gary L. Martin               2005     196,250     133,846(3)         -                     -                 18,693
   Vice President            2004     185,000      42,135            -                     -                  5,600
                             2003     183,750      12,135            -                14,000                      -
                                                                                                           
Patrick F. Hamner            2005     196,250      48,333        5,799                20,000                 14,701
   Vice President            2004     185,000      47,708        6,792                20,000                 13,208
                             2003     183,750      27,708           -                 34,000                 10,000




                                       8


                                                                                                           
                                                                              Long-term Compensation
                                                Annual Compensation                    Awards 
                                      -------------------------------------    ---------------------                            
    Name and                Fiscal                           Other Annual      Securities Underlying       All Other
Principal Position           Year     Salary       Bonus    Compensation(1)         Options (#)          Compensation(2)
------------------          ------    ------       -----    ---------------    ---------------------     ---------------

William M. Ashbaugh          2005    $195,000    $ 48,333      $ 5,799                15,000               $ 14,701
   Vice President            2004     177,500      47,500        6,792                15,000                 13,208
                             2003     167,500      27,083            -                15,000                  9,729

---------------------                                                           
(1)  Represents  amounts  accrued  for  each  executive  officer  in  lieu  of a
     contribution to his account in an ESOP.

(2)  Represents  amounts  contributed  to the ESOP  accounts  of each  executive
     officer.

(3)  Includes a $70,000 phantom stock option payment.

         The  aggregate  amount  of  perquisites  and  other  personal  benefits
provided to Messrs. Thomas, Martin, Hamner and Ashbaugh was less than 10% of the
total of annual salary and bonus of such officers.

         In accordance with our established  policy,  our officers and employees
are required to remit to us all compensation  received for serving as a director
of any of our portfolio companies.

Additional Compensation Information

         The following table sets forth additional compensation  information for
the  fiscal  year  ended  March  31,  2005  for each of the  three  highest-paid
executive  officers  whose  compensation  exceeded  $60,000  and for  all  other
directors (Graeme W. Henderson, Samuel B. Ligon and John H. Wilson), who are not
our employees.



                                           Pension or Retirement    Estimated Annual
                          Aggregate           Benefits Accrued        Corporation's
Name and Position        Compensation       as Part of Expenses        Retirement    
-----------------        --------------    ---------------------    ----------------
                                                           
William R. Thomas         $280,917 (1)               (3)                   (4)
  Director, President
  and Chairman

Gary L. Martin             348,789 (1)               (3)                   (4)
  Director and Vice
  President

Patrick F. Hamner          265,083 (1)               (3)                   (4)
  Vice President

Graeme W. Henderson         37,500 (2)              None                  None
  Director

Samuel B. Ligon             28,500 (2)              None                  None
  Director







                                       9


                                           Pension or Retirement    Estimated Annual
                          Aggregate           Benefits Accrued        Corporation's
Name and Position        Compensation       as Part of Expenses        Retirement    
-----------------        --------------    ---------------------    ----------------

John H. Wilson            $37,500 (2)               None                  None
  Director

------------------
                  
(1)  See "Option Exercises and Fiscal Year End Values" for information regarding
     stock options  exercised during or held at the end of the fiscal year ended
     March 31, 2005. See  "Retirement  Plans" for  information on our Retirement
     Plan and  Retirement  Restoration  Plan. See "Stock  Ownership  Plan" for a
     description  of our ESOP  and  "Summary  Compensation  Table"  for  amounts
     contributed to each officer's ESOP account.

(2)  Directors  who are not our  employees are  compensated  as described  under
     "Compensation of Directors" and are not participants in our retirement plan
     or ESOP.

(3)  As  described  in  note 7 to our  Consolidated  Financial  Statements,  the
     Retirement  Plan was overfunded  and therefore  generated a benefit for the
     year ended March 31,  2005.  After  deducting  the expense of the  unfunded
     Retirement Restoration Plan, our net benefit attributable to both plans was
     $254,872  for the  year  ended  March  31,  2005.  Our net  benefit  is not
     allocated to individual plan participants.

(4)  Individual  retirement  benefits are based on formulas relating benefits to
     average final  compensation and years of credited service.  See "Retirement
     Plans" which includes both a table of estimated annual retirement  benefits
     and a  description  of the  retirement  benefits  currently  payable to Mr.
     Thomas.

Option Grants

         On July 19, 2004,  7,500 stock options were granted to a new investment
associate who resigned on December 31, 2004 with no options vested.

Option Exercises and Fiscal Year End Values

         The  following  table  discloses,  for the  named  executive  officers,
information  regarding stock options  exercised  during,  or held at the end of,
fiscal 2005.



                                                            Number of Securities                      Value of Unexercised
                                                           Underlying Unexercised                     In-the-Money Options
                        Shares                               Options at 3/31/05                          at 3/31/05(2)           
                     Acquired on        Value      -------------------------------------   ------------------------------------- 
Name                 Exercise (#)   Realized (1)    Exercisable (#)    Unexercisable (#)      Exercisable        Unexercisable   
----                 ------------   ------------   -----------------   -----------------   -----------------   -----------------
                                                                                             
Patrick F. Hamner         --          $   --           12,250                7,750               $ 97,725          $ 64,275
William M. Ashbaugh       --              --            4,500               10,500                 60,300           140,700

----------------                  
(1)  Value  realized  is  calculated  as the  fair  market  value on the date of
     exercise,  net of the option exercise price, but before any tax liabilities
     or transaction costs.

(2)  Value of  unexercised  options is calculated at the closing market price on
     March 31, 2005 ($79.10),  net of the option exercise price,  but before any
     tax liabilities or transaction costs. 



                                       10


Retirement Plans

         The  foregoing  Summary   Compensation   Table  does  not  include  any
contribution,  payment or accrual under a qualified non-contributory  retirement
plan (retirement plan maintained by us and certain of our wholly-owned portfolio
companies),  as such  amounts  cannot  readily  be  separately  or  individually
calculated.   Messrs.  Ashbaugh,  Hamner  and  Martin  now  participate  in  the
retirement  plan,  and Mr.  Thomas is  currently  receiving  retirement  benefit
payments.  An eligible  employee  or his  survivor  will be  entitled  under the
retirement  plan to  receive,  upon  retirement,  death or  disability,  monthly
payments based upon formulas  relating  benefits to salary and years of credited
service,  which is generally  determined by averaging the five consecutive years
of highest  compensation  prior to retirement.  Salaries and bonuses  (excluding
other annual compensation)  reported in the foregoing Summary Compensation Table
are  substantially  identical to  compensation  covered by the  retirement  plan
(covered compensation). Payment of benefits is funded by the company.

         The  following  table sets forth,  for  purposes of  illustration,  the
estimated  annual  retirement  benefit  payable under the  retirement  plan as a
straight  life annuity upon  retirement  to  participants  of specified  covered
compensation  and years of credited  service who are fully vested (five years of
service).  Messrs.  Ashbaugh,  Hamner  and  Martin  had 3,  23,  and  32  years,
respectively,  of  credited  service  under  the  plan  as of May 1,  2005.  All
calculations assume retirement in 2005 at age 65 (normal retirement age).

 Total Covered                             Estimated Annual Benefits
 Compensation                                 Based on Service of          
 -------------              ----------------------------------------------------
                            15 Years   20 Years   25 Years   30 Years   35 Years
                            --------   --------   --------   --------   --------
 $125,000................   $ 31,106   $ 41,475   $ 51,844   $ 62,213   $ 72,582
  150,000................     38,231     50,975     63,719     76,463     89,207
  175,000...............      45,356     60,475     75,594     90,713    105,832
  200,000...............      52,481     69,975     87,469    104,963    122,457
  225,000...............      59,606     79,475     99,344    119,213    139,082
  250,000...............      66,731     88,975    111,219    133,463    155,707
  300,000...............      80,981    107,975    134,969    161,963    188,957
  350,000...............      95,231    126,975    158,719    190,463    222,207
  400,000...............     109,481    145,975    182,469    218,963    255,457

         Certain of the  amounts  in the above  table are  subject to  reduction
because  applicable  federal  regulations  limit the  amount of annual  benefits
payable to certain  higher-paid  participants  under a tax-qualified  retirement
plan,  such as the retirement  plan. The extent of such  reductions will vary in
individual  cases  according  to  circumstances  existing  at the  time  pension
payments commence.  Consequently,  we and certain of our wholly-owned  portfolio
companies have adopted an unfunded  benefit  equalization  plan (the  retirement
restoration  plan) to compensate our employees and chief  executive  officers of
certain  of our  wholly-owned  portfolio  companies  for the loss of  retirement
benefits  resulting from such  limitations.  This  retirement  restoration  plan
provides for the payment, upon retirement, of the difference between the maximum
annual  payment  permissible  under the  retirement  plan  pursuant  to  federal
limitations and the amount which would otherwise have been payable.




                                       11


         Mr. Thomas is entitled to a substantially  increased annual  retirement
benefit as a result of his service  beyond the normal  retirement  age and to an
additional annual  retirement  benefit as a result of his credited service prior
to April 1972 under a retirement  benefit  formula of our retirement  plan which
was modified for credited service subsequent to April 1972.  Although Mr. Thomas
is a full-time employee, Section 401(a)(9) of the Internal Revenue Code required
that he begin receiving  monthly  retirement  benefit  payments on April 1, 2000
because of his age and ownership of more than 5% of our common stock. Retirement
benefits  payable (for life only) to Mr.  Thomas under the  retirement  plan and
retirement restoration plan total $440,342 per annum.

Stock Ownership Plan

         We maintain an Employee Stock Ownership Plan ("ESOP") for our employees
and one of our wholly-owned  portfolio  companies in which Messrs.  Ashbaugh and
Hamner participate. The Whitmore Manufacturing Company maintains an ESOP for its
employees,  in which Mr. Martin  participates.  Employees who have completed one
year of credited service, as defined in the plan, are eligible to participate in
the ESOP. Contributions to the ESOP are discretionary, within limits established
by the Internal Revenue Code. Funds  contributed to the trust  established under
the ESOP are  applied by the  trustees  to the  purchase,  in the open market at
prevailing  market  prices,  of our common stock.  A  participant's  interest in
contributions to the ESOP fully vests after five years of credited service,  and
such vested  interest is distributed  to a participant  at retirement,  death or
total  disability,  or  after  a  one  year  break  in  service  resulting  from
termination of employment for any other reason.  See note (2) to the table under
"Stock Ownership of Certain Beneficial Owners".














                                       12


                      REPORT OF THE COMPENSATION COMMITTEE

         The Compensation Committee (1) discharges the Board's  responsibilities
to  establish  the  compensation  of our  executives;  (2)  produces a report on
executive  compensation  for  inclusion in our annual proxy  statement;  and (3)
provides general oversight of our compensation  structure,  including our equity
compensation   plans  and  benefits   programs.   Other   specific   duties  and
responsibilities  of the committee  include  reviewing and approving  objectives
relative to executive  officers'  compensation  and  approving  and amending our
incentive  compensation  and  stock  option  programs  (subject  to  shareholder
approval if  required).  The  Compensation  Committee,  which  consists of three
independent directors, met two times in the fiscal year ended March 31, 2005.

         The  goals of our  compensation  program  are to  attract,  retain  and
motivate  competent  executive  officers who have the  experience and ability to
contribute to the success of the company's investment management activities. The
individual  judgments made by the Compensation  Committee are subjective and are
based  largely on the  recommendations  of the chief  executive  officer and the
Compensation Committee's perception of each executive's contribution to both the
Company's  past  performance  and  long-term  growth  potential.  The  principal
elements of compensation for executive  officers are base salary,  discretionary
bonus  payments,   stock  options  granted  under  the  stock  option  plan  and
contributions pursuant to the ESOP.

         Base salaries were  determined  by the  Compensation  Committee in July
2004 for each of the  executive  officers on an  individual  basis,  taking into
consideration  individual  contributions  to  performance,   length  of  tenure,
compensation  levels  for  comparable  positions  and  internal  equities  among
positions.  In addition to base salaries,  certain  executive  officers received
bonus  payments  in March  2005,  the  amounts of which were  determined  by the
Compensation Committee on a discretionary basis.

         In July 2004, the Compensation Committee established the base salary of
our chief  executive  officer,  William R.  Thomas,  at  $250,000  per annum,  a
continuation of the level  established in July 1993. At Mr. Thomas' request,  he
was not awarded a year-end bonus in March 2005 or in the five preceding years.

         On July 19, 2004,  7,500 stock options were granted to a new investment
associate who resigned  December 31, 2004 with no options  vested.  On March 31,
2005,   options  to  purchase  a  total  of  48,500  shares  were   outstanding,
representing a 1.3% fully-diluted equity interest.

         An  additional  equity  incentive is provided by the ESOP, to which the
Compensation  Committee  authorized  a  contribution  equivalent  to 10% of each
participating  employee's  covered  compensation for the fiscal year ended March
31, 2005 subject to limits imposed by the Internal Revenue Service  ("IRS").  To
conform  to IRS  limits,  a maximum of 7.171% of each  participating  employee's
covered  compensation was contributed to the ESOP and 2.829% was paid in cash to
each employee in lieu of an ESOP contribution.

                                        Compensation Committee
                                        John H. Wilson, Chairman
                                        Graeme W. Henderson
                                        Samuel B. Ligon





                                       13




                                PERFORMANCE GRAPH

         The following graph compares our cumulative  total  stockholder  return
during the last five years  (based on the market  price of our common  stock and
assuming  reinvestment  of all dividends  and tax credits on retained  long-term
capital  gains) with the Total  Return  Index for the Nasdaq  Stock Market (U.S.
Companies) and with the Total Return Index for Nasdaq Financial Stocks,  both of
which indices have been  prepared by the Center for Research in Security  Prices
at the University of Chicago.

                Comparison of Five Year Cumulative Total Returns

[Graph omitted]



      Nasdaq Total Return (U.S.)    Nasdaq Financial Stocks     Capital Southwest Corporation
                                                                    
2000            100.000                     100.000                      100.000
2001             40.033                     110.721                      120.063
2002             40.344                     137.764                      128.195
2003             29.613                     127.833                       90.689
2004             43.706                     183.784                      139.774
2005             43.999                     191.044                      151.655
























                                       14


                          REPORT OF THE AUDIT COMMITTEE

         The Audit Committee consists of three members of the Company's Board of
Directors.  Each member is an independent director as required by Sarbanes-Oxley
and Nasdaq.  In addition,  the Board of Directors has determined  that Graeme W.
Henderson is an Audit Committee  Financial  Expert as defined by SEC rules.  The
duties and  responsibilities of the Audit Committee are set forth in the Amended
and Restated Audit Committee  Charter,  which the Board of Directors  adopted on
May 27,  2003.  A copy of the Amended and Restated  Audit  Committee  Charter is
available on our website at www.capitalsouthwest.com.

         The Audit Committee oversees the Company's  financial reporting process
on behalf of the Board of Directors.  Management has the primary  responsibility
for the financial statements and the reporting process,  including the Company's
system of internal control.  In fulfilling its oversight  responsibilities,  the
Audit Committee reviewed the audited  consolidated  financial  statements in the
Annual Report with management,  including a discussion of the quality,  not just
the  acceptability,  of the accounting  principles;  the  reasonableness  of the
valuation of restricted  securities  and other  significant  judgments;  and the
clarity of disclosures in the financial statements.

         The  Audit   Committee   reviewed  with  Grant  Thornton  LLP,  who  is
responsible  for  expressing  an  opinion  on the  conformity  of those  audited
financial statements with generally accepted accounting principles, its judgment
as to the  quality,  not just the  acceptability,  of the  Company's  accounting
principles and such other matters as are required to be discussed with the Audit
Committee  under  generally  accepted  auditing  standards.  The Audit Committee
discussed  with Grant  Thornton  LLP the  matters  required to be  discussed  by
Statement  on  Auditing  Standards  No. 61, as  amended,  Statement  on Auditing
Standards  No. 99, and SEC Rules  discussed in Final  Release  Nos.  33-8183 and
33-8183a.  In  addition,  the Audit  Committee  discussed  with the  independent
auditors the auditors'  independence from management and the Company,  including
the  matters  in the  written  disclosures  and  letter  we  received  from  the
independent  auditors as required by the  Independence  Standards Board Standard
No. 1, and considered the compatibility of non-audit services with the auditors'
independence.

         The Audit Committee discussed with Grant Thornton LLP the overall scope
and plans for their audit. The Audit Committee also met with Grant Thornton LLP,
with and without  management  present,  to discuss  the results of their  audit,
their evaluation of the Company's  internal  controls and the overall quality of
the Company's financial reporting.

         Based on the  reviews  and  discussions  referred  to above,  the Audit
Committee  recommended  to the Board of Directors  (and the board has  approved)
that the audited  consolidated  financial  statements  be included in the Annual
Report on Form 10-K for the fiscal year ended March 31, 2005 for filing with the
SEC.

                                        Audit Committee
                                        Graeme W. Henderson, Chairman
                                        Samuel B. Ligon
                                        John H. Wilson






                                       15


        PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         On August  26,  2004,  Ermst & Young LLP  resigned  as our  independent
accountant and on September 9, 2004, the Audit  Committee  unanimously  approved
the appointment of Grant Thornton LLP to serve as our independent accountant for
the fiscal year ending March 31, 2005.  The Audit  Committee  has  appointed the
firm of Grant  Thornton LLP as  independent  auditors for the fiscal year ending
March 31, 2006.

         In connection with Ernst & Young's audit of the prior fiscal year ended
March 31, 2004 and during the  subsequent  interim period ended August 26, 2004,
there were no  disagreements  with Ernst & Young 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 most recent fiscal year and through
August 26, 2004,  we did not consult  Grant  Thornton LLP  regarding  any of the
events described in Item 304 (a) (2) (i) - (ii) of Regulation S-K. The report of
Ernst & Young LLP on the financial  statements for the year ended March 31, 2004
contained no adverse opinion or disclaimer of opinion.

         We are  asking the  shareholders  to ratify  the  appointment  of Grant
Thornton  LLP as our  independent  auditors for the fiscal year ending March 31,
2006. Grant Thornton LLP was appointed by the Audit Committee in accordance with
its charter.  In order to ratify the  appointment  of Grant  Thornton LLP as our
independent  auditors  for the year ending March 31,  2006,  the  proposal  must
receive  the  favorable  vote of a majority  of the shares  entitled to vote and
represented  at  the  annual  meeting.   If  shareholders  fail  to  ratify  the
appointment, the Audit Committee may reconsider the appointment.

         A  representative  of Grant  Thornton LLP will be present at the annual
meeting to make a statement  regarding our financial  statements  for the fiscal
year ended March 31, 2005 and to respond to appropriate questions you may have.

         The  board  recommends  that you vote  "For"  the  ratification  of the
appointment of Grant Thornton LLP as our independent auditors.

                              AUDIT AND OTHER FEES

         The  following  table sets forth fees for  services  rendered  by Grant
Thornton  LLP for the fiscal  year ended March 31, 2005 and by Ernst & Young LLP
for the fiscal year ended March 31, 2004.

                                     2005       2004  
                                   --------   --------
Audit Fees(1)                      $148,500   $ 62,000
Audit-Related Fees(2)                   -0-        -0-
Tax Fees(3)                           5,750      5,500
All Other Fees                          -0-        -0-
                                   --------   --------
Total Fees                         $154,250   $ 67,500
                                   ========   ========
    




                                       16


-------------------
(1)  Represents fees for professional  services  provided in connection with the
     audit of our annual financial  statements and internal  controls and review
     of our quarterly  financial  statements,  advice on accounting matters that
     arose during the audit and audit services provided in connection with other
     statutory or regulatory filings.

(2)  Represents  fees  for  assurance  services  related  to  the  audit  of our
     financial  statements  and for  services in  connection  with audits of our
     benefit plans.

(3)  Represents  fees for services  provided in connection  with tax compliance,
     tax advice and tax planning.

The Audit Committee has determined  that the provision of non-audit  services by
Grant Thornton LLP is compatible with maintaining Grant Thornton's independence.
In  accordance  with its charter,  the Audit  Committee  approves in advance all
audit and tax services to be provided by Grant Thornton LLP. In other cases, the
chairman of the Audit  Committee has the delegated  authority from the committee
to  pre-approve  certain  additional   services,   and  such  pre-approvals  are
communicated  to the full committee at its next meeting.  During the fiscal year
2005, all services were  pre-approved  by the Audit Committee in accordance with
this policy.

                                  OTHER MATTERS

         As of the mailing date of this proxy statement,  the Board of Directors
knows of no other  matters to be  presented  at the  meeting.  Should any of the
matters requiring a vote of the shareholders  arise at the meeting,  the persons
named in the proxy will vote the proxies in accordance with their best judgment.

                  SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

         Any shareholder who intends to present a proposal at the annual meeting
in the year 2006,  and who  wishes to have the  proposal  included  in our proxy
statement  for  that  meeting,  must  deliver  the  proposal  to  our  corporate
secretary,  Susan K. Hodgson,  at 12900 Preston Road, Suite 700,  Dallas,  Texas
75230, no later than February 3, 2006. All proposals must meet the  requirements
set forth in the rules and  regulations  of the SEC in order to be eligible  for
inclusion in the proxy statement for that meeting.

         Any  shareholder who intends to bring business to the annual meeting in
the year 2006,  but not  include  the  proposal  in our proxy  statement,  or to
nominate a person to the board of  directors,  must also give written  notice to
our  corporate  secretary,  Susan K.  Hodgson  at the  address  set forth in the
preceding paragraph, by February 3, 2006.

                       EXPENSES OF SOLICITATION OF PROXIES

         In  addition  to the use of the  mails,  proxies  may be  solicited  by
personal interview and telephone by our directors,  officers and employees,  who
will not receive  additional  compensation  for such  services.  We will request
brokerage  houses,  nominees,  custodians and fiduciaries to forward  soliciting
materials  to the  beneficial  owners  of stock  held of record by them and will
reimburse such persons for forwarding materials.  The cost of soliciting proxies
will be borne by us.





                                       17


                                  ANNUAL REPORT

         The Annual Report to Shareholders  covering the fiscal year ended March
31, 2005 accompanies this proxy statement, but is not deemed a part of the proxy
soliciting material.

         A copy of the fiscal 2005 Form 10-K  report  filed with the SEC will be
mailed to shareholders  without charge upon written request to Susan K. Hodgson,
Secretary, Capital Southwest Corporation, 12900 Preston Road, Suite 700, Dallas,
Texas 75230.

         A copy of the Form  10-K  will be  available  via the  Internet  at our
website  (www.capitalsouthwest.com) and the EDGAR version of such report will be
available at the SEC's website (www.sec.gov).

         Any complaint  regarding  accounting,  internal  accounting controls or
auditing  matters should be mailed to John H. Wilson,  independent  director and
Audit Committee member, at 1500 Three Lincoln Centre, 5430 LBJ Freeway,  Dallas,
TX 75240. Written complaints may be submitted anonymously.

















                                       18


                          Capital Southwest Corporation
            PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- JULY 18, 2005

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                     BOARD OF DIRECTORS OF THE CORPORATION.

     The undersigned (1) acknowledges receipt of the Notice of Annual Meeting of
Shareholders  of  Capital  Southwest  Corporation,  a  Texas  corporation,  (the
"Corporation") to be held on Monday,  July 18, 2005, at 10:00 a.m., Dallas time,
in Meeting Room #210 of the North Dallas Bank Tower, 12900 Preston Road, Dallas,
Texas, and the Proxy Statement in connection therewith;  and (2) appoints Samuel
B. Ligon,  William R. Thomas and John H. Wilson,  and each of them,  his proxies
with full  power of  substitution,  for and in the name,  place and stead of the
undersigned,  to vote upon and act with  respect  to all of the shares of Common
Stock  of the  Corporation  standing  in the  name of the  undersigned,  or with
respect to which the  undersigned is entitled to vote and act at the meeting and
at any  adjournment  thereof,  and the  undersigned  directs  that this proxy be
voted:

                (Continued and to be signed on the reverse side)
























                        ANNUAL MEETING OF SHAREHOLDERS OF

                          CAPITAL SOUTHWEST CORPORATION

                                  July 18, 2005



                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.





--------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE __
--------------------------------------------------------------------------------

1.  Election of Directors:             NOMINEES:               
                                                               
___  FOR ALL NOMINEES                  ( )  Graeme W. Henderson
                                       ( )  Samuel B. Ligon   
___  WITHOLD AUTHORITY                 ( )  Gary L. Martin    
     FOR ALL NOMINEES                  ( )  William R. Thomas  
                                       ( )  John H. Wilson     
___  FOR ALL EXCEPT                                            
     (See instructions below)   

INSTRUCTION:  To withhold authority to vote for any individual nominee(s),  mark
"FOR  ALL  EXCEPT"  and  fill in the  circle  next to each  nominee  you wish to
withhold, as shown here:( )
           
2.   Proposal to ratify the appointment by our audit committee of Grant Thornton
     LLP as our independent auditors.

     FOR                AGAINST                 ABSTAIN

     ___                  ___                     ___
                               
3.   In the  discretion  of the  proxies,  on any other matter that may properly
     come  before  the  meeting  or,  subject  to the  conditions  in the  Proxy
     Statement, any adjournment thereof.

    
     This proxy when  properly  executed  will be voted in the manner  directed.
Unless  otherwise  marked,  this  proxy  will be voted for the  election  of the
persons named at the left hereof and for the proposal described in (2) above.
     
     If more than one of the proxies  named herein shall be present in person or
by substitute at the meeting or at any adjournment  thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.

     The  undersigned  hereby revokes any proxy or proxies  heretofore  given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that the proxies,  their substitutes,  or any of them, may lawfully do by virtue
hereof.



________________________________________________________________________________
To change the address on your  account,  please check the box at right
and indicate your new address in the address space above.  Please note
that  changes  to the  registered  name(s) on the  account  may not be
submitted via this method.



Signature of                                                       
Shareholder: ________________________________________  Date: ___________________
Signature of
Shareholder: ________________________________________  Date: ___________________

NOTE:     Please sign exactly as your name or names  appear on this Proxy.  When
          shares are held  jointly,  each holder  should  sign.  When signing as
          executor,  administrator,  attorney,  trustee or guardian, please give
          title as such.  If the  signer  is a  corporation,  please  sign  full
          corporate name by duly authorized officer,  giving full title as such.
          If  signer  is a  partnership,  please  sign  in  partnership  name by
          authorized person.