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

                                    FORM 10-K

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

For the fiscal year ended March 31, 2006

                                       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)

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

Securities registered pursuant to section 12(b) of the Act: None

Securities  registered pursuant to section 12(g) of the Act: Common Stock, $1.00
par value

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes    No X
                                              ---   ---

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Sectin 13 or Section 15(d) of the Act. Yes    No X
                                                      ---   ---

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
One):

Large accelerated filer      Accelerated filer X    Non-accelerated filer
                       ---                    ---                        --

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes    No X
                           ---   ---

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of September  30, 2005 was  $166,318,187,  based on the last sale
price of such stock as quoted by Nasdaq on such date (officers, directors and 5%
shareholders are considered affiliates for purposes of this calculation).

The  number  of  shares  of  common  stock  outstanding  as of May 15,  2006 was
3,860,251.




         Documents Incorzporated by Reference                   Part of Form 10-K
         ------------------------------------                   -----------------
                                                             
(1)  Annual Report to Shareholders for the Year Ended          Parts I and II; and
                  March 31, 2006                           Part IV, Item 15(a)(1) and (2)

(2)  Proxy Statement for Annual Meeting of Shareholders              Part III
                to be held July 17, 2006



                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I
     Item 1.    Business......................................................1
     Item 1A.   Risk Factors..................................................1
     Item 1B.   Unresolved Staff Comments.....................................4
     Item 2.    Properties....................................................4
     Item 3.    Legal Proceedings.............................................4
     Item 4.    Submission of Matters to a Vote of Security Holders...........4

PART II
     Item 5.    Market for Registrant's Common Equity, Related Stockholder
                   Matters and Issuer Purchases of Equity Securities..........4
     Item 6.    Selected Financial Data.......................................4
     Item 7.    Management's Discussion and Analysis of Financial Condition
                   and Results of Operations..................................4
     Item 7A.   Quantitative and Qualitative Disclosures About Market Risk....4
     Item 8.    Financial Statements and Supplementary Data...................5
     Item 9.    Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure...................................6
     Item 9A.   Controls and Procedures.......................................6
     Item 9B.   Other Information.............................................6

PART III
     Item 10.   Directors and Executive Officers of the Registrant............6
     Item 11.   Executive Compensation........................................7
     Item 12.   Security Ownership of Certain Beneficial Owners and
                   Management  and Related Stockholder Matters................7
     Item 13.   Certain Relationships and Related Transactions................8
     Item 14.   Principal Accountant Fees and Services........................8

PART IV
     Item 15.   Exhibits and Financial Statement Schedules....................8

Signatures ...................................................................9






                                     PART I

Item 1.       Business

         We were  organized  as a Texas  corporation  on April 19,  1961.  Until
September  1969, we operated as a licensee under the Small  Business  Investment
Act of 1958.  At that  time,  we  transferred  to our  wholly-owned  subsidiary,
Capital Southwest Venture Corporation  ("CSVC"),  certain assets and our license
as  a  small  business  investment  company  ("SBIC").  CSVC  is  a  closed-end,
non-diversified  investment  company of the management type registered under the
Investment  Company Act of 1940 (the "1940 Act").  Prior to March 30,  1988,  we
were registered as a closed-end,  non-diversified  investment  company under the
1940 Act.  On that date,  we elected  to become a business  development  company
subject to the  provisions  of the 1940 Act,  as  amended by the Small  Business
Incentive  Act of 1980.  Because  we wholly  own CSVC,  the  portfolios  of both
entities are referred to collectively as "our", "we" and "us".

         We are a venture  capital  investment  company  whose  objective  is to
achieve  capital  appreciation  through  long-term   investments  in  businesses
believed to have  favorable  growth  potential.  Our  investment  interests  are
focused on expansion financings, management buyouts, recapitalizations, industry
consolidations and early-stage financings in a broad range of industry segments.
The  portfolio is a composite  of companies in which we have major  interests as
well  as  a  number  of  developing  companies  and  marketable   securities  of
established  publicly-owned  companies. We make available significant managerial
assistance  to the  companies  in which we invest  and  believe  that  providing
material  assistance  to such investee  companies is critical to their  business
development activities.

         The  twelve  largest   investments  we  own  had  a  combined  cost  of
$36,296,096 and a value of $494,505,176,  representing 89.8% of the value of our
consolidated investment portfolio at March 31, 2006. For a narrative description
of the twelve largest  investments,  see "Twelve Largest Investments - March 31,
2006" on pages 9 through 11 of our Annual  Report to  Shareholders  for the Year
Ended March 31, 2006 (our "2006 Annual Report") which is herein  incorporated by
reference.   Certain  of  the  information   presented  on  the  twelve  largest
investments  has been obtained  from the  respective  companies  and, in certain
cases,  from  public  filings  of  such  companies.  The  financial  information
presented on each of the respective  companies is from such  companies'  audited
financial statements.

         We compete for attractive investment opportunities with venture capital
partnerships  and  corporations,  venture  capital  affiliates of industrial and
financial companies, SBICs and wealthy individuals.

         The number of persons employed by us at March 31, 2006 was seven.

         Our  internet  website  address  is  www.capitalsouthwest.com.  You can
review  the  filings  we  have  made  with  the  U.S.  Securities  and  Exchange
Commission,  free of charge by linking  directly  from our website to NASDAQ,  a
database that links to EDGAR,  the  Electronic  Data  Gathering,  Analysis,  and
Retrieval  System of the SEC. You should be able to access our annual reports on
Form  10-K,  quarterly  reports on Form  10-Q,  current  reports on Form 8-K and
amendments  to those  reports  filed or furnished  pursuant to Section  13(a) or
15(d) of the  Securities  Exchange  Act of 1934.  The  charters  adopted  by the
committees of our board of directors are also available on our website.

Item 1A.      Risk Factors

         You should  carefully  consider the risks described below and all other
information  contained  in this  annual  report  on  Form  10-K,  including  our
consolidated  financial statements and the related notes thereto before making a
decision to purchase our common  stock.  The risks and  uncertainties  described
below are not the only ones facing us.  Additional risks and  uncertainties  not
presently  known to us, or not presently  deemed material by us, may also impair
our operations and  performance.  If any of the following  risks actually occur,
our business,  financial  condition or results of operations could be materially
adversely affected. If that happens, the trading price of our common stock could
decline, and you may lose all or part of your investment.


                                       1


There is  uncertainty  regarding  the  value of our  investments  in  restricted
securities.

         Our net asset  value is based on the  values  assigned  to the  various
investments  in  our  portfolio,  determined  in  good  faith  by our  board  of
directors.  Because of the inherent  uncertainty  of the  valuation of portfolio
securities which do not have readily ascertainable market values, our fair value
determinations  may differ  materially from the values which would be applicable
to unrestricted securities having a public market.

The lack of liquidity of our  restricted  securities  may  adversely  affect our
business.

         Our   portfolio   contains  many   securities   which  are  subject  to
restrictions  on sale  because  they were  acquired  from  issuers  in  "private
placement"  transactions  or  because we are  deemed to be an  affiliate  of the
issuer. Unless an exemption from the registration requirements of the Securities
Act of 1933 is available,  we will not be able to sell these securities publicly
without  the  expense  and  time  required  to  register  the  securities  under
applicable  federal and state  securities  laws.  In  addition,  contractual  or
practical  limitations  may restrict our ability to liquidate our  securities in
portfolio  companies,  because we may own a relatively  large  percentage of the
issuer's outstanding securities. Sales may also be limited by unfavorable market
conditions.  The  illiquidity  of our  investments  may  preclude  or delay  the
disposition  of such  securities,  which may make it difficult  for us to obtain
cash equal to the value at which we record our investments.

There is limited publicly available information regarding the companies in which
we invest.

         Many of the  securities in our  portfolio are issued by privately  held
companies.  There is generally little or no publicly available information about
such  companies,  and we must rely on the diligence of our  management to obtain
the information  necessary for our decision to invest. There can be no assurance
that such diligence efforts will uncover all material  information  necessary to
make fully informed investment decisions.

Certain of our portfolio companies are highly leveraged.

         Many of our portfolio companies have incurred substantial  indebtedness
in relation to their overall  capital base. Such  indebtedness  often has a term
that will require the balance of the loan to be refinanced  when it matures.  If
portfolio companies cannot generate adequate cash flow to meet the principal and
interest payments on their  indebtedness,  the value of our investments could be
reduced or eliminated through  foreclosure on the portfolio  company's assets or
by the portfolio company's reorganization or bankruptcy.

Fluctuations may occur in our quarterly results.

         Our  quarterly  operating  results may  fluctuate  materially  due to a
number of factors including,  among others,  variations in and the timing of the
recognition of realized and unrealized  gains or losses,  the degree to which we
encounter  competition in our portfolio  companies' markets, the ability to find
and close suitable investments,  and general economic conditions. As a result of
these  factors,  results  for any  period  should  not be  relied  upon as being
indicative of performance in future periods.  See  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

We may not continue to qualify for pass-through tax treatment.

         We may not qualify for conduit tax treatment as a Regulated  Investment
Company ("RIC") if we are unable to comply with the requirements of Subchapter M
of the Internal Revenue Code. If we fail to satisfy such  requirements and cease
to qualify for conduit tax treatment, we will be subject to federal taxes on our
net investment  income. The loss of this pass-through tax treatment could have a
material  adverse  effect  on the  total  return,  if  any,  obtainable  from an
investment in our common stock.

         Historically,  we have distributed net investment income semi-annually.
Our current  intention is to continue these  distributions of ordinary income to


                                       2


our  stockholders.  Also,  historically,  we have retained net realized  capital
gains,  paid the resulting tax at the corporate level and retained the after-tax
gains to supplement our equity capital and support  continuing  additions to our
portfolio. Our shareholders then report such capital gains on their tax returns,
receive credit for the tax we paid and are deemed to have  reinvested the amount
of the  retained  after-tax  gain.  We cannot  assure  you that we will  achieve
investment  results or maintain a RIC tax status  that will allow any  specified
level of cash  distributions  or our  shareholders'  current  tax  treatment  of
realized and retained capital gains.

Our financial  condition and results of operations will depend on our ability to
effectively manage any future growth.

         Sustaining  growth  depends  on  our  ability  to  identify,  evaluate,
finance,   and  invest  in  companies   that  meet  our   investment   criteria.
Accomplishing  such  results  on a  cost-effective  basis is a  function  of our
marketing  capabilities  and  skillful  management  of the  investment  process.
Failure to achieve  future  growth could have a material  adverse  effect on our
business, financial condition, and results of operations.

We are dependent upon management for our future success.

         Selection,  structuring  and closing our  investments  depends upon the
diligence and skill of our  management,  which is responsible  for  identifying,
evaluating,  negotiating,  monitoring  and  disposing  of our  investments.  Our
management's capabilities may significantly impact our results of operations. If
we lose any member of our management team and he/she cannot be promptly replaced
with an  equally  capable  team  member,  our  results  of  operations  could be
significantly impacted.

We operate in a highly competitive market for investment opportunities.

         We compete  with a number of private  equity  funds,  other  investment
entities and individuals for investment opportunities. Some of these competitors
are  substantially  larger and have greater  financial  resources,  and some are
subject to different and frequently  less stringent  regulation.  As a result of
this competition,  we may not be able to take advantage of attractive investment
opportunities  from time to time and there can be no  assurance  that we will be
able to identify and make investments that satisfy our objectives.

Changes in laws or regulations governing our operations or our failure to comply
with those laws or regulations may adversely affect our business.

         We and our portfolio companies are subject to regulation by laws at the
local,  state and federal level.  These laws and  regulations,  as well as their
interpretation,  may be changed from time to time.  Accordingly,  any changes in
these laws and  regulations or failure to comply with them could have a material
adverse effect on our business.  Certain of these laws and  regulations  pertain
specifically to business development companies such as ours.

Failure to deploy new capital may reduce our return on equity.

         If we fail to invest our capital effectively,  our return on equity may
be decreased, which could reduce the price of the shares of our common stock.

Investment  in shares of our common  stock  should not be  considered a complete
investment program.

         Our  stock  is  intended  for  investors   seeking   long-term  capital
appreciation.  Our investments in portfolio  securities  generally  require many
years to reach  maturity,  and  such  investments  generally  are  illiquid.  An
investment in our shares should not be considered a complete investment program.
Each  prospective  purchaser  should  take into  account  his or her  investment
objectives as well as his or her other investments when considering the purchase
of our shares.


                                       3


Our common stock often trades at a discount from net asset value.

         Our  common  stock is listed on The  Nasdaq  Stock  Market  ("NASDAQ").
Stockholders  desiring  liquidity  may sell  their  shares on NASDAQ at  current
market value,  which has often been below net asset value.  Shares of closed-end
investment  companies  frequently trade at discounts from net asset value, which
is a risk  separate and distinct  from the risk that a fund's  performance  will
cause its net asset value to decrease.

The market price of our common stock may fluctuate significantly.

         The market  price and  marketability  of shares of our common stock may
from time to time be significantly  affected by numerous factors,  including our
investment  results,  market  conditions,  and other  influences and events over
which we have no control and that may not be directly related to us.

Item 1B.      Unresolved Staff Comments

         We have no unresolved staff comments to report pursuant to Item 1B.

Item 2.       Properties

         We  maintain  our offices at 12900  Preston  Road,  Suite 700,  Dallas,
Texas,  75230,  where we rent  approximately  3,700  square feet of office space
pursuant to a lease  agreement  expiring in February  2008.  We believe that our
offices are adequate to meet our current and expected future needs.

Item 3.       Legal Proceedings

         We have no material  pending legal  proceedings to which we are a party
or to which any of our property is subject.

Item 4.       Submission of Matters to a Vote of Security Holders

         No matters  were  submitted  to a vote of security  holders  during the
quarter ended March 31, 2006.

                                    PART II

Item 5.       Market for Registrant's Common Equity, Related Stockholder Matters
              and Issuer Purchases of Equity Securities

         Information  set forth under the captions  "Shareholder  Information  -
Shareholders,  Market Prices and Dividends" on page 38 of our 2006 Annual Report
is herein incorporated by reference.

Item 6.       Selected Financial Data

         "Selected  Consolidated  Financial  Data" on page 37 of our 2006 Annual
Report is herein incorporated by reference.

Item 7.       Management's  Discussion  and Analysis of Financial  Condition and
              Results of Operations

         Pages 34 through 36 of our 2006 Annual  Report are herein  incorporated
by reference.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

         We  are  subject  to  financial  market  risks,  including  changes  in
marketable  equity  security  prices.   We  do  not  use  derivative   financial
instruments to mitigate any of these risks.

         Our investment  performance  is a function of our portfolio  companies'
profitability,  which may be affected by economic  cycles,  competitive  forces,
foreign  currency  fluctuations  and production costs including labor rates, raw


                                       4




material prices and certain basic commodity prices. Most of the companies in our
investment  portfolio do not hedge their  exposure to raw material and commodity
price fluctuations. However, the portfolio company with the greatest exposure to
foreign  currency  fluctuations  generally  hedges  its  exposure.  All of these
factors may have an adverse  effect on the value of our  investments  and on our
net asset value.

         Our  investment  in  portfolio   securities  includes  fixed-rate  debt
securities  which totaled  $10,335,871 at March 31, 2006,  equivalent to 1.9% of
the value of our total investments.  Generally,  these debt securities are below
investment  grade and have relatively  high fixed rates of interest,  therefore;
minor changes in market yields of publicly-traded debt securities have little or
no effect on the values of debt  securities  in our  portfolio  and no effect on
interest  income.  Our  investments  in debt  securities  are generally  held to
maturity and their fair values are  determined  on the basis of the terms of the
debt security and the financial condition of the issuer.

         A portion  of our  investment  portfolio  consists  of debt and  equity
securities of private companies. We anticipate little or no effect on the values
of these  investments  from modest  changes in public market equity  valuations.
Should  significant  changes in market  valuations of comparable  publicly-owned
companies  occur,  there may be a corresponding  effect on valuations of private
companies,  which  would  affect the value and the amount and timing of proceeds
eventually  realized  from  these  investments.  A  portion  of  our  investment
portfolio also consists of restricted common stocks of publicly-owned companies.
The fair values of these  restricted  securities are influenced by the nature of
applicable resale restrictions,  the underlying earnings and financial condition
of the  issuers  of such  restricted  securities  and the market  valuations  of
comparable  publicly-owned companies. A portion of our investment portfolio also
consists of  unrestricted,  freely  marketable  common stocks of  publicly-owned
companies.  These freely marketable investments,  which are valued at the public
market price, are directly exposed to equity price risks, in that a change in an
issuer's  public market equity price would result in an identical  change in the
value of our investment in such security.

Item 8.       Financial Statements and Supplementary Data

         Pages 12 through 33 of our 2006 Annual  Report are herein  incorporated
by  reference.  See also  Item 15 of this Form 10-K -  "Exhibits  and  Financial
Statement Schedules".

         Selected Quarterly Financial Data (Unaudited)
         ---------------------------------

         The   following   presents  a  summary  of  the   unaudited   quarterly
consolidated financial information for the years ended March 31, 2006 and 2005.

                                              First     Second      Third     Fourth
                                             Quarter    Quarter    Quarter    Quarter    Total
                                             -------    -------    -------    -------   -------
                                                  (In thousands, except per share amounts)
                                                                         

2006
----
    Net investment income                    $   574    $   666    $   893    $   256   $ 2,389
    Net realized gain on investments           3,409      3,772      4,132      1,803    13,116
    Net increase in unrealized
        appreciation of investments            2,692     17,436      9,755     46,521    80,685
    Net increase in net assets
       from operations                         6,675     21,874     14,780     48,580    96,190
    Net increase in net assets
       from operations per share                1.73       5.67       3.83      12.58     24.92
2005
----
    Net investment income                    $   489    $   443    $ 1,366    $   108   $ 2,406
    Net realized gain (loss) on investments   (1,556)    (2,470)    (3,422)     1,382    (6,066)
    Net increase (decrease) in unrealized
       appreciation of investments            (2,392)    (2,547)    15,025      7,799    17,885
    Net increase (decrease) in net assets
       from operations                        (3,459)    (4,574)    12,969      9,289    14,225
    Net increase (decrease) in net assets
       from operations per share               (0.90)     (1.18)      3.36       2.41      3.69



                                       5


Item 9.       Changes in and  Disagreements  with  Accountants on Accounting and
              Financial Disclosure

         None.

Item 9A.      Controls and Procedures

         As of March 31, 2006, 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 March 31, 2006,  there were no changes
to the internal control over financial reporting that have materially  affected,
or are  reasonably  likely to  materially  affect  our  internal  controls  over
financial reporting.

Item 9B.      Other Information

         None.

                                    PART III

Item 10.      Directors and Executive Officers of the Registrant

         The  section  of our  2006  Proxy  Statement  captioned  "Nominees  for
Director"  under "Proposal 1. Election of Directors"  identifies  members of our
board  of  directors  and  nominees,  and is  incorporated  in  this  Item 10 by
reference.

         The  names  and  ages of our  executive  officers  as of June 1,  2006,
together with certain biographical information, are as follows:

     William M. Ashbaugh, age 51, has served as Senior Vice President since 2005
          and Vice  President  since  2001.  He  previously  served as  Managing
          Director  in the  corporate  finance  departments  of  Hoak  Breedlove
          Wesneski & Co. from 1998 to 2001,  Principal Financial Securities from
          1997 to 1998 and Southwest Securities from 1995 to 1997.

     Susan K. Hodgson, age 44, has served as Secretary-Treasurer  since 2001 and
          was Controller from 1994 to 2001.

     Gary L. Martin,  age 59, has been a director since July 1988 and has served
          as Vice President  since 1984. He previously  served as Vice President
          from 1978 to 1980.  Since 1980,  Mr. Martin has served as President of
          The Whitmore Manufacturing Company, a wholly-owned portfolio company.

     Jeffrey G. Peterson,  age 32, has served as Vice  President  since 2005 and
          was an Investment  Associate  since 2001. He previously held positions
          with the investment banking division of Scott & Stringfellow, Inc. and
          the corporate lending division of Bank One.

     William R. Thomas, age 77, has served as Chairman of the Board of Directors
          since  1982 and  President  since  1980.  In  addition,  he has been a
          director since 1972 and was previously Senior Vice President from 1969
          to 1980.

                                       6




         One  of  our  executive  officers,   Patrick  F.  Hamner,  Senior  Vice
President, resigned on May 18, 2006.

         The  sections  of our 2006  Proxy  Statement  captioned  "Meetings  and
Committees  of the Board of  Directors - Audit  Committee"  under  "Proposal  1.
Election of Directors" and "Report of the Audit Committee" identifies members of
our audit committee of our board of directors and our audit committee  financial
expert, and are incorporated in this Item 10 by reference.

         The  section  of our 2006  Proxy  Statement  captioned  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance" is incorporated in this Item 10 by
reference.

              Code of Ethics

         We have  adopted a code of ethics  that  applies to all our  directors,
officers and employees. We have made the Code of Conduct and Ethics available on
our website at www.capitalsouthwest.com.

Item 11.      Executive Compensation

         The  information in the section of our 2006 Proxy  Statement  captioned
"Executive Compensation" is incorporated in this Item 11 by reference.

Item 12.      Security Ownership of Certain Beneficial Owners and Management and
              Related Shareholder Matters

         The information in the sections of our 2006 Proxy  Statement  captioned
"Stock Ownership of Certain Beneficial Owners" and "Executive  Compensation" are
incorporated in this Item 12 by reference.

         The table  below sets forth  certain  information  as of March 31, 2006
regarding  the shares of our common stock  available  for grant or granted under
stock option plans that (i) were approved by our stockholders, and (ii) were not
approved by our stockholders.

                                               Equity Compensation Plan Information
                                                                                      Number of Securities
                          Number of Securities                                       Remaining Available For
                            To Be Issued Upon     Weighted-Average Exercise       Future Issuance Under Equity
                               Exercise of         Price Of Outstanding               Compensation Plans
                          Outstanding Options,            Options,               (excluding securities reflected
Plan Category              Warrants And Rights       Warrants And Rights                  in column (a))
-------------             --------------------       -------------------                  --------------
                                   (a)                       (b)                               (c)
                                   ---                       ---                               ---
                                                                                    

Equity                           45,300                    $68.411                           91,500
compensation plans
approved by security
holders(1)
Equity                               -                           -                                -
compensation plans
not approved by
security holders
                               --------                   --------                         --------
       Total                     45,300                    $68.411                           91,500

------------------
(1) Includes the 1999 Stock Option Plan. For a description of this plan,  please
refer to Footnote 5 contained in our consolidated financial statements.



                                       7


Item 13.      Certain Relationships and Related Transactions

         There were no relationships or transactions  within the meaning of this
item during the fiscal year ended March 31, 2006 or proposed for the fiscal year
ending March 31, 2007.

Item 14.    Principal Accountant Fees and Services

         The information in the sections of our 2006 Proxy  Statement  captioned
"Proposal 2: Ratification of Appointment of Independent Auditors" and "Audit and
Other Fees" are incorporated in this Item 14 by reference.

                                     PART IV

Item 15.      Exhibits and Financial Statement Schedules

     (a)(1) The  following  information  included  in pages 12 through 33 of our
2006 Annual Report are herein incorporated by reference:

         (A) Portfolio of Investments - March 31, 2006
             Consolidated Statements of Financial Condition - March 31, 2006
                and 2005
             Consolidated Statements of Operations - Years Ended March 31, 2006,
                2005 and 2004
             Consolidated Statements of Changes in Net Assets - Years Ended
                March 31, 2006, 2005 and 2004
             Consolidated Statements of Cash Flows - Years Ended March 31, 2006,
                2005 and 2004

         (B) Notes to Consolidated Financial Statements

         (C) Notes to Portfolio of Investments

         (D) Selected Per Share Data and Ratios

         (E) Management's Report on Internal Control over Financial Reporting

         (F) Reports of Independent Registered Public Accounting Firms

         (G) Portfolio Changes During the Year

     (a)(2) All  schedules  are omitted  because they are not  applicable or not
required, or the information is otherwise supplied.

     (a)(3) See the Exhibit Index.







                                       8


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                 CAPITAL SOUTHWEST CORPORATION


                                                 By: /s/ William R. Thomas
                                                    ----------------------------
                                                    William R. Thomas, President
                                                     and Chairman of the Board
Date:  May 26, 2006

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated.

          Signature                     Title                          Date
          ---------                     -----                          ----


   /s/ William R. Thomas
-----------------------------   President and Chairman              May 26, 2006
     William R. Thomas          of the Board and Director
                                (chief executive officer)


    /s/  Gary L. Martin
-----------------------------   Director                            May 26, 2006
       Gary L. Martin


  /s/  Graeme W. Henderson
-----------------------------   Director                            May 26, 2006
     Graeme W. Henderson


     /s/ Samuel B. Ligon
-----------------------------   Director                            May 26, 2006
      Samuel B. Ligon


     /s/  John H. Wilson
-----------------------------   Director                            May 26, 2006
       John H. Wilson


   /s/ Susan K. Hodgson
-----------------------------   Secretary-Treasurer                 May 26, 2006
     Susan K. Hodgson           (chief financial/accounting officer)





                                       9


                                  EXHIBIT INDEX

         The following  exhibits are filed with this report or are  incorporated
herein by reference to a prior filing,  in accordance with Rule 12b-32 under the
Securities  Exchange  Act of 1934.  Asterisk  denotes  exhibits  filed with this
report. Double asterick denotes exhibits furnished with this report.

     Exhibit No.                              Description
     -----------                              -----------

       3.1(a)              Articles of  Incorporation  and Articles of Amendment
                           to  Articles  of  Incorporation,  dated June 25, 1969
                           (filed as Exhibit 1(a) and 1(b) to Amendment No. 3 to
                           Form N-2 for the fiscal year ended March 31, 1979).

       3.1(b)              Articles of Amendment  to Articles of  Incorporation,
                           dated  July 20,  1987  (filed as an  exhibit  to Form
                           N-SAR for the six month  period ended  September  30,
                           1987).

       3.2                 By-Laws of the Company,  as amended (filed as Exhibit
                           2 to Amendment No. 11 to Form N-2 for the fiscal year
                           ended March 31, 1987).

       4.1                 Specimen  of  Common  Stock  certificate   (filed  as
                           Exhibit  4.1 to Form 10-K for the  fiscal  year ended
                           March 31, 2002).

       10.1                The  RectorSeal   Corporation   and  Jet-Lube,   Inc.
                           Employee Stock Ownership Plan as revised and restated
                           effective  April 1, 1998  (filed as  Exhibit  10.1 to
                           Form 10-K for the fiscal year ended March 31, 2002).

       10.2                Amendment  No. 1 to The  RectorSeal  Corporation  and
                           Jet-Lube,  Inc.  Employee  Stock  Ownership  Plan  as
                           revised and restated  effective  April 1, 1998 (filed
                           as  Exhibit  10.2 to Form  10-K for the  fiscal  year
                           ended March 31, 2002).

       10.3                Amendment  No. 2 to The  RectorSeal  Corporation  and
                           Jet-Lube,  Inc.  Employee  Stock  Ownership  Plan  as
                           revised and restated  effective  April 1, 1998 (filed
                           as  Exhibit  10.3 to Form  10-K for the  fiscal  year
                           ended March 31, 2003).

       10.4                Amendment  No. 3 to The  RectorSeal  Corporation  and
                           Jet-Lube,  Inc.  Employee  Stock  Ownership  Plan  as
                           revised and restated  effective  April 1, 1998 (filed
                           as  Exhibit  10.4 to Form  10-K for the  fiscal  year
                           ended March 31, 2005).

       10.5                Retirement  Plan for  Employees of Capital  Southwest
                           Corporation   and  Its   Affiliates  as  amended  and
                           restated  effective  April 1, 1989  (filed as Exhibit
                           10.3 to Form 10-K for the fiscal year ended March 31,
                           1995).

       10.6                Amendments  One  and  Two  to  Retirement   Plan  for
                           Employees of Capital  Southwest  Corporation  and Its
                           Affiliates as amended and restated effective April 1,
                           1989  (filed  as  Exhibit  10.4 to Form  10-K for the
                           fiscal year ended March 31, 1998).

       10.7                Amendment  Three to Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.5 to Form  10-K for the  fiscal  year
                           ended March 31, 2002).

       10.8                Amendment  Four to  Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.7 to Form  10-K for the  fiscal  year
                           ended March 31, 2003).




       10.9                Amendment  Five to  Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.8 to Form  10-K for the  fiscal  year
                           ended March 31, 2003).

       10.10               Amendment  Six to  Retirement  Plan for  Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.9 to Form  10-K for the  fiscal  year
                           ended March 31, 2003).

       10.11               Amendment  Seven to Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.11 to Form 10-K for the  fiscal  year
                           ended March 31, 2005).

       10.12               Amendment  Eight to Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.12 to Form 10-K for the  fiscal  year
                           ended March 31, 2005).

       10.13               Amendment  Nine to  Retirement  Plan for Employees of
                           Capital  Southwest  Corporation and Its Affiliates as
                           amended and restated  effective  April 1, 1989 (filed
                           as  Exhibit  10.13 to Form 10-K for the  fiscal  year
                           ended March 31, 2005).

       10.14               Capital  Southwest  Corporation  and  Its  Affiliates
                           Restoration  of  Retirement  Income  Plan for certain
                           highly-compensated   superseded   plan   participants
                           effective  April 1, 1993  (filed as  Exhibit  10.4 to
                           Form 10-K for the fiscal year ended March 31, 1995).

       10.15               Amendment One to Capital  Southwest  Corporation  and
                           Its Affiliates  Restoration of Retirement Income Plan
                           for  certain   highly-compensated   superceded   plan
                           participants   effective  April  1,  1993  (filed  as
                           Exhibit  10.6 to Form 10-K for the fiscal  year ended
                           March 31, 1998).

       10.16               Capital  Southwest   Corporation   Retirement  Income
                           Restoration  Plan as amended and  restated  effective
                           April 1, 1989 (filed as Exhibit 10.5 to Form 10-K for
                           the fiscal year ended March 31, 1995).

       10.17               Form of  Indemnification  Agreement  which  has  been
                           established with all directors and executive officers
                           of the  Company  (filed as  Exhibit  10.9 to Form 8-K
                           dated February 10, 1994).

       10.18               Capital Southwest  Corporation 1999 Stock Option Plan
                           (filed as  Exhibit  10.10 to Form 10-K for the fiscal
                           year ended March 31, 2000).

       10.19               Severance  Pay  Agreement  with  William M.  Ashbaugh
                           (filed as  Exhibit  10.1 to Form 8-K  dated  July 18,
                           2005).

       10.20               Severance Pay Agreement with Patrick F. Hamner (filed
                           as Exhibit 10.2 to Form 8-K dated July 18, 2005).

       10.21               Severance Pay Agreement  with Susan K. Hodgson (filed
                           as Exhibit 10.3 to Form 8-K dated July 18, 2005).

       10.22               Severance  Pay  Agreement  with  Jeffrey G.  Peterson
                           (filed as  Exhibit  10.4 to Form 8-K  dated  July 18,
                           2005).




       13.1  *             Annual  Report to  Shareholders  for the fiscal  year
                           ended March 31, 2006.

       21.1  *             List of subsidiaries of the Company.

       23.1  *             Consent of Independent  Registered  Public Accounting
                           Firm - Grant Thornton LLP.

       23.2  *             Consent of Independent  Registered  Public Accounting
                           Firm - Ernst & Young LLP.

       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.

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

       32.1  **            Certification  of President and Chairman of the Board
                           required by Rule  13a-14(b) or Rule  15d-14(b) of the
                           Exchange  Act and Section 1350 of Chapter 63 of Title
                           18 of the United States Code, furnished herewith.

       32.2  **            Certification of Secretary-Treasurer required by Rule
                           13a-14(b)  or Rule  15d-14(b) of the Exchange Act and
                           Section  1350 of Chapter 63 of Title 18 of the United
                           States Code, furnished herewith.