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 Document [Eversheds Sutherland (US) LLP Letterhead] February 25, 2026 Via EDGAR Nicolina McCarthy Division of Investment Management, Disclosure Review and Accounting U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549      Re:    Capital Southwest Corporation Dear Ms. McCarthy: On behalf of Capital Southwest Corporation (the “ Company ”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) that we received on February 17, 2026, in connection with the SEC’s review of the Company’s reports filed pursuant to the Securities and Exchange Act of 1934, as amended, as required by Section 408 of the Sarbanes-Oxley Act of 2002, as amended. The Staff’s comments are set forth below and are followed by the Company’s responses thereto. Capitalized terms used in this letter but not otherwise defined herein have the meanings specified in the Company's Annual Report on Form 10-K for fiscal year ended March 31, 2025 (the “ Form 10-K ”). 1. The Staff refers to footnotes 8 and 19 of the Consolidated Schedule of Investments on pages 107 to 108 of the Form 10-K. On a supplemental basis, please provide the percentage of net assets invested in unitranche loans. The Staff may have additional comments based on your response. Response : The Company advises the Staff on a supplemental basis that the percentage of its net assets invested in unitranche loans (which is comprised of first out term loans and last out term loans) is 6.31%, comprised of first out term loans of 3.66% and last out term loans of 2.65%. 2. Please explain how the calculation for “net increase in net assets from operations – basic” and “net increase in net assets from operations – diluted” result in the same per share amount of $1.47 for the year ended March 31, 2025, but the “weighted average common share outstanding – basic” and the “weighted average common share outstanding – diluted” differ. Response : The Company advises the Staff on a supplemental basis that the Company's earnings per share (“ EPS ”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period under the two-class method in a ccordance with Accounting Standards Codification (“ ASC ”) 260-10-45-60A. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations applicable to common shareholders (adjusted for income allocated to participating securities, which relates to the unvested shares of restricted stock awarded pursuant to the Company’s equity compensation plans) by the weighted average number of shares of common stock outstanding during the period of computation. Diluted EPS is computed using the if-converted method for convertible debt, which reflects the potential dilution that would occur if all of the notes were converted as of the beginning of the reporting period (or the date of issuance, if later). The if-converted method is computed by dividing the net increase (decrease) in net assets resulting from operations (adjusted to reverse 1 any recognized interest expense), by the weighted average number of shares of common stock assuming all potential shares had been converted, and the additional shares of common stock were dilutive.  The Company respectfully refers the Staff to Note 2. Summary of Significant Accounting Policies – Earnings per Share and Note 8. Earnings per Share in the notes to the consolidated financial statements for the year ended March 31, 2025, which describes the computation of the Company’s basic and diluted net increase in net assets per share resulting from operations. The Company further notes that the “net increase in net assets from operations – basic” and “net increase in net assets from operations – diluted” coincidentally result in the same per share amount of $1.47 for the year ended March 31, 2025, but may differ in future periods. 3. Please explain the acquisition and subsequent disposal of fixed assets during the year ended March 31, 2025 and why they were classified in the statement of cash flows within cash flows from investment activities. Response : The Company advises the Staff on a supplemental basis that the Company is an internally managed business development company and, as part of management operations, incur fix asset costs. Specifically, during the year ended March 31, 2025, the realized loss on disposal of fixed assets related to the Company’s disposition of certain office equipment, and the acquisition of fixed assets related to the Company’s purchase of office furniture for its office. The realized loss on disposal of fixed assets is included in operating activities as a reconciliation of net income and net cash flow from operating activities in accordance with ASC 230-10-45-28(b). Cash outflows for the acquisition of fixed assets are included in investing activities in accordance with ASC 230-10-45-13(c). 4. The Staff notes that the investments Lift Brands, Inc. and U.S. Telepacific Corp. appear to have a current interest rate of —% with respect to the Tranche C Loan and Third Lien, respectively. Please advise if a footnote should have been attached to these investments within the Consolidated Schedule of Investments relating to the current interest rate. Response : The Company advises the Staff on a supplemental basis that the Tranche C Loan to Lift Brands, Inc. and the Third Lien loan to U.S. Telepacific Corp. are non-interest bearing until the occurrence of specific trigger events as set forth in the governing credit agreements, and as of March 31, 2025, both investments were non-interesting bearing. Instruction 4 to Rule 12-12 under Regulation S-X requires registrants to only disclose the “end of period interest rate” and therefore the Company respectfully advises the Staff that no further footnote disclosure with respect to such investments was required as of March 31, 2025. 5. Within the Consolidated Schedule of Investments as of March 31, 2025, specific investments are tagged as not being “qualifying assets” under Section 55(a) of the 1940 act. As of March 31, 2025, there were approximately 10.6% of the Company’s total assets (at fair value) that were non-qualifying assets as set forth on page 108 of the Form 10-K. The Staff notes that, on page 137 of the Form 10-K in Note 1 of the consolidated financial statements, the disclosure states that there were 13.9% in nonqualified assets. Please explain the difference between the two percentages. Response : The Company respectfully advises the Staff on supplemental basis that the footnote disclosure in the Consolidated Schedule of Investments on page 108 of the Form 10-K is referring to the qualifying asset requirement under Section 55(a) of the 1940 Act, whereas the disclosure on page 137 of the Form 10-K in Note 1 to the consolidated financial statements is referring to percentage of the Company’s nonqualified assets according to measurement criteria established in Section 851(d) of the Code. *    *    * If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0806 or Payam Siadatpour at (202) 383-0278. 2 Sincerely, /s/ Sara Sabour Nasseri Sara Sabour Nasseri, Esq. Cc:     Michael S. Sarner, President and Chief Executive Officer Chris T. Rehberger, Chief Financial Officer, Treasurer and Secretary Payam Siadatpour, Esq., Eversheds Sutherland (US) LLP 3

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[Eversheds Sutherland (US) LLP Letterhead]

November 16, 2023

Via EDGAR

Megan Miller

Division of Investment Management,

Disclosure Review and Accounting

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:    Capital Southwest Corporation

Dear Ms. Miller:

On behalf of Capital Southwest Corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that we received on November 8, 2023, in connection with the SEC’s review of the Company’s reports filed pursuant to the Securities and Exchange Act of 1934, as amended, as required by Section 408 of the Sarbanes-Oxley Act of 2002, as amended. The Staff’s comments are set forth below and are followed by the Company’s responses thereto. Capitalized terms used in this letter but not otherwise defined herein have the meanings specified in the Company's Annual Report on Form 10-K for fiscal year ended March 31, 2023 (the “Form 10-K”).

1.Investment companies are required to provide disclosure if there has been a change in either, or both, a valuation approach or valuation technique and the reasons for any such changes. Pursuant to ASC 820-10-50-2(bb), please confirm whether or not there were any disclosures required to be included in the Form 10-K to meet this requirement.

Response: The Company respectfully advises the Staff on a supplemental basis that it did not have a change in its valuation approach or valuation technique during the period covered by the Form 10-K. As a result, no such disclosures were required to be included in the Form 10-K pursuant to ASC 820-10-50-2(bb).

2.Registrants are required to disclose the debt issuance cost as a direct deduction of the principal amount of debt on the balance sheet pursuant to ASC 835-30-45-1(a). Going forward, please include the unamortized debt issuance cost in a parenthetical on the balance sheet on the same line item as each debt issuance in future filings. On a supplemental basis, please reconcile the debt issuance cost on the balance sheet to the Company’s liabilities as of March 31, 2023.

Response: The Company acknowledges the Staff’s comment and will disclose the debt issuance cost in a parenthetical on the balance sheet on the same line item as the SBA Debentures, the January 2026 Notes, the October 2026 Notes, the August 2028 Notes and any other debt issuances on a going forward basis. The Company respectfully advises the Staff on a supplemental basis that the debt issuance costs, presented as an asset on the consolidated statements of assets and liabilities, relates to the Company’s senior secured revolving credit facility (the “Credit Facility”). In reliance of ASC 2015-03, Interest – Imputation of Interest (Subtopic 835-30), the Company defers and presents debt issuance costs to the Credit Facility as an asset and subsequently amortizes the deferred debt issuance costs ratably over the term of the Credit Facility.

3.Please explain how the Company met the requirement to categorize the schedule of investments by type of investment and related industry, country or geographic location pursuant to footnote 2 of Rule 12-12 under Regulation S-X. In addition, the subtotal for each category of investments subdivided by both type of investment and industry, country, or geographic region should be shown together with their percentage value compared to net assets. Please explain how the Company met this disclosure requirement under footnote 5 of Rule 12-12 under Regulation S-X.

Response: The Company acknowledges the Staff’s comments and will categorize the Company’s schedule of investments by type of investment and related industry and present the subtotal for each of the foregoing categories of investments in future filings.

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

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4.Please confirm in correspondence that either there are no amounts to be disclosed or explain why amounts payable to the Company’s officers and directors have not been stated separately pursuant to Rule 6-04 of Regulation S-X.

Response:  The Company respectfully advises the Staff on a supplemental basis that there were no amounts payable to the Company’s directors as of fiscal year ended March 31, 2023. For the fiscal year ended March 31, 2023, the Company accrued bonuses for the Company’s officers, which pursuant to ASC 850-10-50-1, the Company views as compensation in the ordinary course of business that is not required to be disclosed separately on the financial statements.

5.Please confirm that directors’ fees are stated separately pursuant to ASC 946-225-45-3.

Response: The Company respectfully advises the Staff on a supplemental basis that ASC 946-225-45-3, which has been updated by Maintenance Update 2017-19, provides that while director fees are commonly reported separately, there is no requirement to state directors’ fees separately. Pursuant to Rule 6-07(2)(b) of Regulation S-X, registrants are required to state separately any expense item amounts that exceed 5% of the total expenses incurred during the quarterly period. For year ended March 31, 2023, total director fees were $800,376, which is 1.59% of the Company’s total expenses, and therefore are not presented separately.

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0278, Steven B. Boehm at (202) 383-0176, or Sara Sabour Nasseri at (202) 383-0806.

Sincerely,

/s/ Payam Siadatpour

Payam Siadatpour

Cc:     Bowen S. Diehl, President and Chief Executive Officer

Michael S. Sarner, Chief Financial Officer, Treasurer and Secretary

    Steven B. Boehm, Esq., Eversheds Sutherland (US) LLP

Sara Sabour Nasseri, Esq., Eversheds Sutherland (US) LLP

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[Eversheds Sutherland (US) LLP Letterhead]

October 18, 2021

Via EDGAR

Megan Miller

Division of Investment Management,

Disclosure Review and Accounting

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:    Capital Southwest Corporation

Dear Ms. Miller:

On behalf of Capital Southwest Corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) that we received on October 6, 2021, in connection with the SEC’s review of the Company’s reports filed pursuant to the Securities and Exchange Act of 1934, as amended, as required by Section 408 of the Sarbanes-Oxley Act of 2002, as amended. The Staff’s comments are set forth below and are followed by the Company’s responses thereto.

1.The Staff refers to Exhibit 21.1 included in the Company’s annual report on Form 10-K for fiscal year ended March 31, 2021 (the “Form 10-K”). Please advise on a supplemental basis whether Capital Southwest Equity Investments, Inc. is a consolidated subsidiary of the Company and whether Capital Southwest SBIC I, LP will be a consolidated subsidiary of the Company.

Response: The Company respectfully advises the Staff on a supplemental basis that Capital Southwest Equity Investments, Inc. is a wholly owned subsidiary that serves as a tax blocker for the Company, which is referred to as the “Taxable Subsidiary” in the Form 10-K. As disclosed in Note 1 to the consolidated financial statements under the caption entitled “Consolidation” on page 97 of the Form 10-K, Capital Southwest Equity Investments, Inc. is consolidated with the Company’s financial statements. In addition, the Company respectfully advises the Staff on a supplemental basis that Capital Southwest SBIC I, LP will be a consolidated subsidiary of the Company and will be disclosed under the caption titled “Consolidation” in future filings.

2.The Staff refers to the Company’s “Schedule of Investments in and Advances to Affiliates” statement starting on page 136 of the Form 10-K. Please advise if the information required under Column B in Rule 12-14 of Regulation S-X is included in the schedule.

Response: The Company respectfully advises the Staff on a supplemental basis that the number of shares for equity positions held at the close of each specified period is disclosed under the column entitled “Type of Investment” in the Schedule of Investments in and Advances to Affiliates. With respect to the requirement under Column B in Rule 12-14 to include the principal amount of the loans and other indebtedness, while the Company currently includes a footnote referring to the

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

Consolidated Schedule of Investments for such information, the Company undertakes to include such information in the “Schedule of Investments in and Advances to Affiliates” in future filings.

3.The Staff refers to the disclosure relating to the approximately 10.7% of the Company’s total investment income being attributable to non-cash PIK interest income in Note 1 to the consolidated financial statements in the Form 10-K. In future filings, please disclose the amount of PIK income in the Company’s Consolidated Statement of Operations as required by Rule 6-07-1 of Regulation S-X.

Response: The Company respectfully advises the Staff on a supplemental basis that it will include PIK income in the Company’s Consolidated Statement of Operations in future filings if the amount of such PIK income exceeds 5% of total investment income for such period in accordance with Rule 6-07-1 of Regulation S-X.

4.On a supplemental basis, please explain how the total distributable earnings in the notes to the consolidated financial statements in the Form 10-K reconcile with the Consolidated Statement of Assets and Liabilities.

Response: The Company respectfully advises the Staff on a supplemental basis that the total distributable earnings disclosed in the Consolidated Statement of Assets and Liabilities is disclosed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The total distributable earnings disclosed in Note 6 to the consolidated financial statements in the Form 10-K is determined and disclosed in accordance with income tax regulations. Moreover, the Company’s tax year end is December 31 and its fiscal year end is March 31. As disclosed in the fourth paragraph under Note 6 on page 116 of the Form 10-K, book and tax basis differences relating to shareholder dividends and distributable and other permanent book and tax differences are typically reclassified among the Company’s capital accounts, and the character of income and gains to be distributed that is determined in accordance with income tax regulations may differ from GAAP.

5.In future filings, please include a column with the percentage of net assets of each category of investments included in the Consolidated Schedule of Investments in accordance with footnote 5 of Rule 12-12 of Regulation S-X.

Response: The Company respectfully advises the Staff on a supplemental basis that it will include a column with the percentage of net assets of each category of investments included in the Consolidated Schedule of Investments.

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176, Payam Siadatpour at (202) 383-0278 or Sara Sabour at (202) 383-0806.

Sincerely,

/s/ Steven B. Boehm____

Steven B. Boehm

Cc:     Bowen S. Diehl, President and Chief Executive Officer

Michael S. Sarner, Chief Financial Officer, Treasurer and Secretary

    Payam Siadatpour, Esq., Eversheds Sutherland (US) LLP

Sara Sabour, Esq., Eversheds Sutherland (US) LLP

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CAPITAL SOUTHWEST CORPORATION

5400 Lyndon B. Johnson Freeway, Suite 1300

Dallas, TX 75240

August 14, 2019

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:  Lisa Larkin, Esq.

RE:

 Capital Southwest Corporation

Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 Filed on August 14, 2019 (File No. 333-232492)

Dear Mr. Williamson:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Capital Southwest Corporation (the “Company”) hereby respectfully requests acceleration of effectiveness of Pre-Effective Amendment No. 1 to the Company’s registration statement on Form N-2 (File No. 333-232492), including all amendments thereto (the “Registration Statement”), to 4:00 p.m., Eastern Time, on August 14, 2019, or as soon thereafter as practicable.

CAPITAL SOUTHWEST CORPORATION

By:   /s/ Michael S. Sarner

Name:  Michael S. Sarner

Title:  Chief Financial Officer

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[EVERSHEDS SUTHERLAND (US) LLP LETTERHEAD]

August 14, 2019

VIA EDGAR

Lisa Larkin, Esq.

Megan Miller

Division of Investment Management, Disclosure Review Office

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Capital Southwest Corporation

Registration Statement on Form N-2 Filed on July 1, 2019

File No. 333-232492

Dear Ms. Larkin and Ms. Miller:

On behalf of Capital Southwest Corporation (the “Company”), set forth below are the Company’s responses to the (i) oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on August 1, 2019 and August 6, 2019 with respect to the Company’s registration statement on Form N-2 (File No. 333-232492), filed with the SEC on July 1, 2019 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Registration Statement are referenced in the responses set forth below, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement filed with the SEC on August 14, 2019 (the “Amended Registration Statement”).

Legal Comments

1.

 Comment: The Staff refers to the following disclosure on page 6 under the sub-heading entitled “Overview”: “We invest primarily in senior debt securities, secured by security interests in portfolio company assets, and in secured and unsecured subordinated debt securities.” The Staff notes that rating agencies as well as the financial media have recently reported that traditional lender protections are being eroded and that so called “covenant-lite” loans are increasing common. See e.g., Leveraged Loans Not as Safe as They Once Were, Wall Street Journal (Aug. 16, 2018). If the Company intends to invest in covenant-lite loans, please describe such loans, the extent to which the Company will invest in such loans, and consider enhancing the disclosure to describe the risks associated with such loans.

Response: The Company respectfully advises the Staff on a supplemental basis that the Company’s investment strategy does not contemplate investing in covenant-lite loans and the Company has no current intention in investing in such loans.

2.

 Comment: If there is a charge associated with receiving cash under the Company’s dividend reinvestment plan, please disclose such charge in footnote 3 to the “Fees and Expenses” table on page 10 of the Registration Statement.

Lisa Larkin Esq.

Megan Miller

August 14, 2019

Page 2

Response:    The Company respectfully advises the Staff on a supplemental basis that there is no charge associated with receiving cash under the Company’s dividend reinvestment plan.

3.

 Comment: Please provide in correspondence a representation that the Company reasonably believes its assets will provide adequate cover to allow it to satisfy all of its unfunded commitments. Please provide a general explanation as to why the Company believes it will be able to satisfy its unfunded commitments.

Response: The Company hereby confirms to the Staff that it believes that its assets provide adequate coverage to satisfy all of the Company’s unfunded commitments. The Company can use its cash, liquidate a cash equivalent or draw on its credit facility in order to satisfy any such unfunded commitments.

4.

 Comment: On page 28 of the Registration Statement, the Staff notes that the header for the third and fourth column in the table both present information assuming an offering of 10% of the Company’s outstanding shares at a 10% discount from net asset value. Please correct the header of the fourth column to reflect the appropriate assumptions of the calculation. In addition, if there is no limit on the potential discount, please present information assuming a 100% discount from net asset value.

Response: The Company has revised the fourth column header of the table on page 28 of the Amended Registration Statement to reflect an offering of 25% of the Company’s outstanding shares at a 20% discount from net asset value. In addition, the Company has presented an example of an offering assuming a 100% discount from net asset value on pages 28 and 30 of the Amended Registration Statement.

5.

 Comment: On page 56 of the Registration Statement under the heading entitled “Incorporation by Reference”, please revise the date referenced in the third bullet from “June 5, 2019” to “June 5, 2018.”

Response: The Company has revised the disclosure on page 56 of the Amended Registration Statement accordingly.

Accounting Comment

1.

 Comment: Under Item 6 of the Company’s Annual Report on Form 10-K filed with the SEC on June 4, 2019, please disclose the total expenses, including interest expense, in addition to the total expenses, excluding interest expense, under the “Expense ratios (as percentage of average net assets)” heading.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will disclose the total expenses, including interest expense, in the Selected Financial Data table on a going forward basis.

Lisa Larkin Esq.

Megan Miller

August 14, 2019

Page 3

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Payam Siadatpour at (202) 383-0278.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:     Michael S. Sarner / Capital Southwest Corporation

Payam Siadatpour, Esq. / Eversheds Sutherland (US) LLP

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[Letterhead of Eversheds Sutherland (US) LLP]

June 14, 2019

VIA EDGAR

Jay Williamson, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Capital Southwest Corporation

Preliminary Proxy Statement on Schedule 14A filed June 4, 2019

File No. 814-00061

Dear Mr. Williamson:

On behalf of Capital Southwest Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on June 10, 2019, with respect to the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00061), filed with the SEC on June 4, 2019 (the “Preliminary Proxy Statement”).  Where indicated, revised disclosure will be included in the definitive proxy statement on Schedule 14A filed by the Company on June 14, 2019 (the “Definitive Proxy Statement”).

1.

 Comment: The Staff refers to the disclosure on page 16 of the Preliminary Proxy Statement, in which the Company provides that one of its directors does not yet own shares of the Company’s common stock equal to 3.5 times her annual director retainer as set forth in the Company’s stock ownership requirement. Please confirm, if true, that the other non-employee directors currently meet the stock ownership requirement. If not, please state the names of such directors and the reason that he or she has not met the stock ownership requirement.

Response: The Company respectfully advises the Staff on a supplemental basis that the other non-employee directors currently meet the stock ownership requirement.

2.

 Comment: The Staff notes that the disclosure in the last paragraph on page 29 of the Preliminary Proxy Statement states that Mr. Diehl was awarded an annual cash incentive of $700,000, which was 158% of his base salary.  However, in the fourth paragraph on page 29 of the Preliminary Proxy Statement, the disclosure provides that the Compensation Committee set his annual cash incentive opportunity at 150% of his annual base salary. Please reconcile the foregoing disclosures and clarify the disclosures as necessary.

Response: The Company respectfully advises the Staff on a supplemental basis that the reference to Mr. Diehl’s bonus being 158% of his base salary in the last paragraph of page 29 of the Preliminary Proxy Statement refers the actual award granted by the Compensation Committee based on the Company’s performance and Mr. Diehl’s individual performance in fiscal year ended 2019. The reference to the Compensation Committee setting Mr. Diehl’s cash incentive opportunity at 150% of his base salary in the fourth paragraph of page 29 of the Preliminary Proxy Statement was intended to reflect a target bonus level, rather than a cap. The Company has revised its disclosure on page 29 of the Definitive Proxy Statement to reflect this clarification. The Company respectfully advises the Staff on a supplemental basis that, as disclosed on page 30 of the Preliminary Proxy Statement, the Compensation Committee believes the annual cash incentive earned by the named executive officers, including Mr. Diehl, is appropriate in relation to the Company’s financial performance for fiscal year ended 2019.

3.

 Comment: Under the heading  entitled “Clawback Policy” on page 32 of the Preliminary Proxy Statement, the Staff notes that the Company provides a Clawback Policy that may, in certain circumstances, result in the recovery of excess incentive-based compensation from an executive officer. The Staff notes that such disclosure does not define incentive-based compensation and, as a result, it is unclear whether your annual incentive compensation is consider incentive-based compensation for purposes of the Clawback Policy. Please also revise the disclosure to clarify the determination and calculation of the excessive incentive-based compensation and whether such calculation is formulaic. In light of Section 57(n) of the Investment  Company Act of 1940, as amended, please revise the foregoing disclosure or advise the Staff on a supplemental basis as appropriate.

Response: The Company respectfully advises the Staff on a supplemental basis that the “incentive-based compensation” as defined in the Company’s Clawback Policy means “(i) the annual and other short-term incentive awards granted or earned based on individual or Company-wide goals under the Company’s annual or short-term cash incentive compensation programs; (ii) the restricted stock awards and other long-term incentive awards granted or vested under the Company’s equity or long-term incentive plans and programs; and (iii) any other incentive-based compensation granted or earned pursuant to an “incentive plan,” as such term is defined for purposes of Regulation S-K under the Exchange Act; plus any shares of stock issued under, and/or any other benefit related to, such compensation.” The Company has revised the disclosure on page 10 and 33 of the Definitive Proxy Statement to clarify the term “incentive-based compensation” under the Clawback Policy. The Company respectfully advises the Staff on a supplemental basis that the Compensation Committee has the exclusive authority to determine what constitutes “excessive incentive-based compensation” and the Company has revised the disclosure on pages 10 and 33 of the Definitive Proxy Statement accordingly.  As disclosed in the first paragraph on page 28 of the Preliminary Proxy Statement, the Company respectfully advises the Staff on a supplemental basis that the Company previously adopted and maintains equity incentive plans for its named executive officers and, consistent with Section 57(n) of the 1940 Act, the Company is prohibited, and does not maintain, a “profit-sharing plan.”

4.

 Comment: Please explain to the Staff on a supplemental basis the meaning of the first paragraph under the heading entitled “Article Twelve” under Exhibit A on page A-2 of the Preliminary Proxy Statement.

Response: The Company respectfully advises the Staff on a supplemental basis that the first paragraph under the heading entitled “Article Twelve” sets forth the voting standard to approve a “Business Combination”. The intent of the provision is to require the affirmative vote of a majority of the outstanding shares of the Company’s voting stock.

5.

 Comment: The Staff notes that there are certain definitions qualified based on how such terms are used in April 20, 1987 under subsection (h)(iii) under Article Twelve. Please advise the Staff on the supplemental basis the intent of such qualifying disclosure.

Response: The Company respectfully advises the Staff on a supplemental basis that the reference to the definitions in the Company’s Articles of Incorporation being defined as such terms were used on April 20, 1987 is a holdover from the Articles of Amendment adopted by the Company as of July 20, 1987.  The Company is not aware of any specific intent to limit the definition of such terms.

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Payam Siadatpour at (202) 383-0278.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:     Michael S. Sarner / Capital Southwest Corporation

Payam Siadatpour, Esq. /  Eversheds Sutherland (US) LLP

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[EVERSHEDS SUTHERLAND (US) LLP LETTERHEAD]

September 7, 2018

VIA EDGAR

Jay Williamson, Esq.

Megan Miller

Division of Investment Management, Disclosure Review Office

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Dear Mr. Williamson and Ms. Miller:

On behalf of Capital Southwest Corporation (the “Company”), set forth below are the Company’s responses to the (i) initial oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on August 21, 2018 and August 24, 2018, and (ii) follow-up oral comment provided by the Staff to the Company on August 30, 2018, both with respect to Post-Effective Amendment No. 4 to the Company’s registration statement on Form N-2 (File No. 333-220385), filed with the Commission on July 13, 2018 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).  The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

Accounting Comments Received on August 21, 2018

1.

 Comment: Please explain in correspondence the total amount of assumed debt that is used to calculate the 3.47% in the “Interest payments on borrowed funds” line item in the Fees and Expenses section of the Prospectus.

Response: The Company advises the Staff that the 3.47% in the “Interest payments on borrowed funds” line item in the Fees and Expenses section of the Prospectus is calculated by dividing approximately $10.7 million of projected interest expense by the approximately $308.3 of net assets attributable to common stock as of March 31, 2018. The projected interest expense amount is based on the following assumptions for the twelve months after effectiveness of the Registration Statement: (i) that the Company will have outstanding average borrowings of $50 million at a rate of 5.38% under its revolving credit facility; (ii) that the Company will pay a 1.00% fee for the $160 million unused balance on its revolving credit facility; and (iii) that the Company will sell all $50 million of unsecured notes due 2022 under its current at-the-market program, which will result in the Company having an aggregate of approximately $107.5 million of unsecured notes due 2022 outstanding with an interest rate of 5.95%.

2.

 Comment: The Staff refers to the Company’s Consolidated Schedule of Investments. In future filings, please include more specificity as to which LIBOR rate (i.e., 1 month, 3 month or 6 month) is used for each portfolio company listed on the Company’s Consolidated Schedule of Investments.

United States Securities and Exchange Commission

September 7, 2018

Page 2

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will add the above-referenced disclosure in its subsequent Consolidated Schedules of Investments in response to the Staff’s comment.

3.

 Comment: The Staff refers to the portion of note 4 to the Company’s consolidated financial statements that is titled “Changes in Fair Value Levels.” In accordance with ASC 820-10-50-1B, the change in unrealized appreciation (depreciation) on investments still held at period end should be shown by class, not in aggregate across the Company. Please update in future filings.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will revise the above-referenced disclosure in its subsequent financial statements in response to the Staff’s comment.

4.

 Comment: The Staff refers to note 16 to the Company’s consolidated financial statements, which is titled “Selected Per Share Data and Ratios.” In accordance with Form N-2, Item 4 - General Instruction 16, the ratio of operating expenses to average net assets should include interest expense. Please update in future filings.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will revise the above-referenced disclosure in its subsequent financial statements in response to the Staff’s comment.

Legal Comments Received on August 24, 2018

1.

 Comment: Please respond to the Staff’s comments in writing and file the response as correspondence on EDGAR. Where a comment asks for revised disclosure or revisions are contemplated by the response, please provide to the Staff draft disclosure with the response letter and please allow the Staff sufficient time to review the response prior to requesting effectiveness of the Registration Statement.

Response: The Company acknowledges the Staff’s comment.

2.

 Comment: The Staff refers to the cover page of the Prospectus and notes that the Company discloses net asset value (“NAV”) per share as of March 31, 2018 and the Company’s closing stock price as of July 11, 2018. Please explain why a more current NAV per share is not disclosed. Please also explain how the Company assesses compliance with section 63 of the Investment Company Act of 1940, as amended (the “1940 Act”), when selling common stock.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the March 31, 2018 NAV was the most recent quarter-end NAV that was available at the time the Registration Statement was filed on July 13, 2018. The Company confirms that in connection with any common stock offerings from the Registration Statement, the Company will provide on the cover page of the relevant prospectus supplement the then most recent quarter-end NAV and the most recent closing stock price of its common stock. The Company advises the Staff that its assessment of compliance with section 63 of the 1940 Act when selling common stock is as follows:

In connection with each offering of shares of the Company’s common stock, the Company’s Board of Directors (the “Board”) or an authorized committee thereof makes the determination that the Company is not selling shares of the Company’s common stock at a price below its then current net asset value at the

United States Securities and Exchange Commission

September 7, 2018

Page 3

time at which the sale is made. The Company’s Board or an authorized committee thereof considers the following factors, among others, in making such determination:

•

 the net asset value of the Company’s common stock disclosed in the most recent periodic report the Company filed with the Commission;

•

 the Company management’s assessment of whether any material change in the net asset value has occurred (including through the realization of net gains on the sale of its investments) from the period beginning on the date of the most recently disclosed net asset value per share of the Company’s common stock and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of the Company’s common stock; and

•

 the magnitude of the difference between (i) a value that the Board or an authorized committee thereof has determined reflects the current (as of a time within 48 hours, excluding Sundays and holidays) net asset value of the Company’s common stock, which is based upon the net asset value disclosed in the most recent periodic report the Company filed with the SEC, as adjusted to reflect the Company management’s assessment of any material change in the net asset value since the date of the most recently disclosed net asset value, and (ii) the offering price of the shares of the Company’s common stock in the proposed offering.

3.

 Comment: The Staff refers to the disclosure on page 45 of the Prospectus in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section.  Please explain to the Staff how the Company’s “Weighted average EBITDA” and “Weighted average leverage through CSWC security” are calculated. It is unclear, for example, whether you include add-backs or other adjustments to the portfolio company EBITDA for purposes of these calculations. If you do make these adjustments, please explain to the Staff the types of adjustments that are commonly made, why they are made, and how they impact the comparability of these metrics over time.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it calculates the “Weighted Average EBITDA” by taking the earnings before interest, taxes, depreciation and amortization (“EBITDA”) of each portfolio company during the last twelve months (“LTM”) and weights it by the cost basis of the Company’s investment in such portfolio company.  Similarly, the “Weighted average leverage through CSWC security” is calculated by taking the debt balance of each portfolio company held through CSWC and divided by each portfolio company’s LTM EBITDA, and then weighting that result by the cost basis of each investment.

A portfolio company’s LTM EBITDA typically includes adjustments that are negotiated and documented in the covenant calculation section of the credit agreement at the time of the investment.  The adjustments are negotiated through the lens of a “Quality of Earnings” third-party report, which attempts to calculate the true current earnings power of a business.  Because covenants in the credit documents are generally measured on an LTM basis, adjustments to EBITDA in the covenant calculations are included in order to measure the current run-rate earnings of each business.  The adjustments are heavily negotiated, as it is not advantageous to the Company as a lender to allow a borrower to make adjustments in the covenant calculations which the Company does not deem to be appropriate.  Over the life of each investment, the types of adjustments and limits on adjustments allowed do not change and thus the metrics are consistent and comparable over time.

United States Securities and Exchange Commission

September 7, 2018

Page 4

Examples of adjustments include non-recurring expense charges, lines of business which have been eliminated, and synergies from the combination of businesses.  Additionally, there may be ongoing adjustments for items such as management fees paid to a private equity sponsor, which per standard industry practice is not considered when assessing the true earnings power of a business.

Follow-Up Legal Comment Received on August 30, 2018

1.

 Comment: The Staff notes the Company’s response to legal comment # 2 issued on August 24, 2018 (the “Prior Comment”). Please confirm to the Staff that the Company acknowledges and understands that, depending on the facts and circumstances (including the results of the Company’s analysis under section 63 of the 1940 Act), a more current NAV may be required to be calculated, and potentially disclosed, in connection with a common stock offering. In addition, consistent with the Company’s response to the Prior Comment, please add disclosure to the Prospectus that describes the Company’s process for calculating NAV in connection with common stock offerings.

Response: The Company acknowledges the Staff’s comment and confirms that it understands that in connection with a common stock offering, depending on the facts and circumstances (including the results of the Company’s analysis under section 63 of the 1940 Act), the Company may be required to calculate, and potentially disclose, a more current NAV. In addition, the Company has added a section titled “Determination of Net Asset Value” beginning on page 101 of the Prospectus in response to the Staff’s comment, which describes the Company’s process for calculating NAV in connection with common stock offerings.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Vlad Bulkin at (202) 383-0815.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:     Michael S. Sarner / Capital Southwest Corporation

Vlad Bulkin, Esq. / Eversheds Sutherland (US) LLP

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CORRESP

 Capital Southwest Corporation

5400 Lyndon B. Johnson Freeway, Suite 1300

Dallas, Texas 75240

October 31, 2017

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, NE

Washington, DC 20549

 Attention: Jay Williamson

Re:
Capital Southwest Corporation

Registration Statement on Form N-2

File No. 333-220385

 Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations of the Securities Act of 1933, Capital Southwest Corporation (the
“Company”) hereby requests that the effective time of the Company’s Registration Statement on Form N-2 (File No. 333-220385) (the
“Registration Statement”) be accelerated to 8:00 a.m., Eastern time, on Wednesday, November 1, 2017 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, we respectfully request that
you confirm that event with our counsel, David A. Kern of Jones Day, at 214.969.4536.

 Please contact David A. Kern at Jones Day at
214.969.4536 if you have any questions concerning the foregoing. Thank you for your attention to this matter.

Very truly yours,

Capital Southwest Corporation

 /s/ Michael S. Sarner

By:

Michael S. Sarner

Title:

 Chief Financial Officer, Secretary and

Treasurer

cc:
James E. O’Bannon, Partner, Jones Day

 David A. Kern, Partner, Jones Day

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SEC Response Letter

 [CAPITAL SOUTHWEST CORPORATION LETTERHEAD]

October 23, 2017

 BY EDGAR

 Jay Williamson

 United States Securities and
Exchange Commission

 Division of Investment Management

 100 F
Street, NE

 Washington, DC 20549

RE:
Capital Southwest Corporation

Registration Statement on Form N-2

Filed September 8, 2017

File No. 333-220385

 Ladies and Gentlemen:

Capital Southwest Corporation (the “Company”) today filed with the Securities and Exchange Commission (the
“Commission”) Pre-Effective Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-2 (Registration
No. 333-220385) (as amended, the “Registration Statement”). In addition, set forth below are the Company’s responses to the comments of the staff of the Division of Investment
Management of the Commission (the “Staff”) contained in the letter dated October 6, 2017. For ease of reference, the text of the Staff’s comments are included in bold-face type below, followed in each case by the
Company’s response. Except as otherwise provided, page references included in the body of the Company’s responses are to pages in Amendment No. 1.

General

1.
Please confirm that there are no agreements or understandings by which you guarantee or otherwise obligate yourself to make payments on the debts owed by I-45 SLF LLC.

 Response:    The Company confirms that there are no agreements or understandings by which the Company
guarantees or otherwise obligates itself to make payments on the debts owed by I-45 SLF LLC.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 2
 of 11

 Prospectus Summary, page 1

2.
On page two you indicate that certain investments may be secured by a “silent” second lien on the assets of a portfolio company. Please explain what a silent second lien is and discuss any material
implications for the fund associated with investing in silent second lien loans.

 Response:    The Company
advises the Staff that in an effort to enhance the collectability in the event of a default of a subordinated debt investment, the Company sometimes negotiates a “silent” second lien. In a “silent” second lien, the Company
obtains a perfected second lien security interest in the assets of the borrower, but the intercreditor agreement with the first lien lender otherwise looks similar to a typical unsecured mezzanine investment, where the first lien lender has the
right to block payment of the mezzanine interest upon a covenant default. Because the Company has few subordinated debt investments, the Company has removed the reference to “silent” second lien on pages 2 and 38 to avoid confusion.

3.
On page two you state your belief that your investment strategy with respect to LMM companies has limited correlation to the broader debt and equity markets. Please tell us the basis for your belief.

 Response:    In response to the Staff’s comment, the Company has removed the disclosure on pages 2 and
38.

 Fees and Expenses, page 9

4.
Footnote three indicates that the expenses associated with administering your DRIP are included in operating expenses. We are aware that some plans assess shareholders fees when they sell DRIP shares. Please revise
footnote three to disclose any fees shareholders would pay, directly or indirectly, as a result of participating in the DRIP.

Response:    The Company advises the Staff that the Company’s DRIP does not allow shareholders to sell shares through the DRIP.
The Company further advises the Staff that it has revised footnote three on page 10 to disclose that if a Company shareholder wishes to sell shares they would be required to select a broker of their choice and pay any fees or other costs associated
with the sale.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 3
 of 11

 Risk Factors, page 11

5.
On page 16 you include a risk factor addressing potential indemnification liabilities you may have to CSWI. Please tell us whether you currently have any indemnification obligation to CSWI. To the extent you do,
please tell us what the obligation is and how you treat it for purposes of complying with Section 18 under the Investment Company Act.

Response:    The Company advises the Staff that in September 2015, the Company spun off certain of its industrial products
businesses through the pro rata distribution of shares of CSW Industrials, Inc. (“CSWI”) to holders of the Company’s common stock (the “Share Distribution”). As part of the Share Distribution, the Company
entered into a Distribution Agreement (the “Distribution Agreement”), a Tax Matters Agreement (the “Tax Matters Agreement”) and an Employee Matters Agreement (the “Employee Matters Agreement,” and,
together with the Distribution Agreement and Tax Matters Agreement, the “Share Distribution Agreements”) with CSWI.

 Pursuant to the
Share Distribution Agreements, the Company and CSWI each agreed to indemnify the other for liabilities arising out of the ownership or operation of their respective businesses, as conducted at any time prior to, on or after the date of the Share
Distribution or for any breach of its obligation under the Share Distribution Agreements.

 The Company further advises the Staff that as of the date of
this letter, no claims for indemnification have been made by either CSWI or the Company under the Share Distribution Agreements. In addition, as of the date of this letter the Company is not aware of any fact or circumstance that would give rise to
any indemnification claim by either the Company or CSWI. The Company does not believe its indemnification obligations implicate Section 18 under the Investment Company Act. These indemnification obligations should not be viewed as senior
securities or raising senior security issues. To address the current indemnification obligations the Company has revised the applicable risk factors on page 18.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

Investment Portfolio Composition, page 37

6.
Please consider disclosing the percentage of loans at floating versus fixed rates in one of the tables included in this section.

Response:    In response to the Staff’s comment, the Company has revised page 41 to disclose the percentage of loans at
floating versus fixed rates.

7.
Please add disclosure explaining what “Weighed average leverage through CSWC security” means and how management uses the metric in evaluating its portfolio and investments.

Response:    In response to the Staff’s comment, the Company has revised pages 41 and 42 to explain the meaning of
“weighted average leverage through CSWC.” In addition, the Company has revised pages 41 and 42 to disclose that management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 4
 of 11

8.
Footnote 1 to your table on page 39 indicates that you have included loans structured as first lien last out loans as first lien loans in your table. If material, please revise your footnote to disclose the amount of
first lien last out loans included in the table.

 Response:    In response to the Staff’s comment, the
Company has revised page 42 to disclose the dollar amount of first lien last out loans included in the table.

 Results of Operations, page 41

 Comparison of years ended March 31, 2017 and March 31, 2016, page 43

9.
We note you attribute part of the increase in investment income to a $7.9 million increase in interest income generated from your debt investments however it is unclear why your debt investment income increased
period over period. For example was the increase due to higher interest rates on existing loans, an increase in the amount of loans, or some other factors? Please revise to address, in both quantitative and qualitative terms, the underlying business
or economic reasons for material changes in your results of operations.

 Response:    In response to the
Staff’s comment, the Company has revised page 46 to disclose in both quantitative and qualitative terms the underlying business or economic reasons for material changes in its results of operations.

10.
Your disclosure indicates that you recorded a net increase in unrealized appreciation totaling $7.7 million, which consisted of $15.1 million in unrealized appreciation and the reversal of $7.1 million
in net unrealized appreciation. To the extent that a change in any portfolio value was individually material to your financial results, please specifically identify the holding and address the underlying reason(s) causing the change in value. In
addition, if there are any known material trends impacting your portfolio as a whole, please address how such trends impact your results, including changes in unrealized appreciation/depreciation.

Response:    In response to the Staff’s comment, the Company has revised page 47 to disclose material changes in individual
portfolio values. The Company further advises the Staff that it is not aware of any known material trends impacting its portfolio as a whole. There is no known material trend impacting the Company’s portfolio as a whole due to the distribution
of investments across a range of industries and geographic regions of the United States.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 5
 of 11

 Off-Balance Sheet Arrangements, page 46

11.
On page 46 you indicate that you may be party to financial instruments with off-balance sheet risk and these instruments may include commitments to extend credit and fund
equity capital …” You then disclose that you have approximately $3.2 million in uncalled equity capital commitments. Are these your only unfunded obligations? If so, revise to clarify. If not, please disclose your total unfunded
commitments. In addition, please confirm that you reasonably believe your assets will provide adequate cover to allow you to satisfy your unfunded commitments, and explain to us the basis for your belief.

Response:    In response to the Staff’s comment, the Company has revised page 50 to confirm that the approximately
$3.2 million in outstanding commitments related to equity capital commitments to I-45 SLF are the Company’s only unfunded obligations. The Company has further revised page 50 to confirm that it
reasonably believes the Company has sufficient assets to satisfy its unfunded commitments because of cash and cash equivalents as well as available borrowings under its credit facility as of March 31, 2017 and June 30, 2017, respectively.

 Description of our Debt Securities, page 90

12.
Please provide us with a representation that you will not use the term “senior” with respect to debt securities offered under this registration statement unless the debt will be senior in priority to other
outstanding company debt.

 Response:    The Company represents on a supplemental basis that the Company will
not use the term senior with respect to future offerings of the Company’s debt securities unless the debt will be senior in priority to other outstanding debt of the Company.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 6
 of 11

13.
Please note our expectation that, in any debt offering pursuant to a prospectus supplement, the outside front cover of the prospectus supplement should, as applicable:

•

Disclose that the debt securities are “structurally subordinated” and are “effectively subordinated” to all existing and future indebtedness of the Company and other obligations of its
subsidiaries, financing vehicles, credit and similar facilities;

•

Explain, in plain English, the significance of the debt securities being structurally and effectively subordinated, specifically highlighting how such subordination affects the rights and priorities of the holders of
the debt securities;

•

Disclose the approximate dollar amounts of all liabilities and obligations to which the debt securities being offered are, respectively, pari passu, structurally subordinated and effectively subordinated;

•

Disclose whether any of the Company’s existing indebtedness will be subordinated to the debt securities being offering; and,

•

State whether there is any current intention to issue additional debt securities, including a statement whether such securities will be senior or subordinated to the debt securities being offered.

 Response:    The Company confirms that it will comply with this comment in any offering of debt securities
pursuant to a prospectus supplement.

14.
Please confirm whether you intend to issue debt securities within one year from the effective date of this registration statement. If you do, please reflect the expected borrowing costs in the Fees and Expenses
table. Any change in your intention to issue debt securities at the time of an offering should be reflected in the Fees and Expenses table of the relevant prospectus supplement.

Response:    In response to the Staff’s comment, the Company advises the Staff that the Company’s management and board may
determine that it is in the best interest of the Company to issue debt securities in the next 12 months. Accordingly, the Company has revised the disclosure in the Fees and Expenses table on pages 10 and 11.

15.
Please file a pro-forma copy of a supplement that you intend to use in connection with an offering of your debt securities.

Response:    The Company has filed a pro-forma copy of a debt securities supplement with the
Registration Statement as Exhibit 99.3.

 Exhibits

16.
We note that you have not filed certain required exhibits. Please note that we review, and frequently comment upon, the exhibits. Please allow sufficient time for us to do so.

Response:    The Company has filed all required exhibits with the revised Registration Statement.

 United States Securities and Exchange Commission

October 23, 2017

  Page
 7
 of 11

 Exhibit (L)

17.
Currently your legality opinion contains a number of assumptions that are inappropriate and inconsistent with the guidance contained in Staff Legal Bulletin 19 (October 14, 2011). Please confirm your intention to
file clean legal opinions in connection with any shelf takedown.

 Response:    The Company undertakes that in
connection with each future offering of securities to file an unqualified legality opinion and related consent of counsel (which are consistent with the views set forth in Staff Legal Bulletin No. 19) and remove the present opinion assumptions
in a post-effective amendment to the Registration Statement.

 Accounting Comments

Fees and Expenses (Page 9)

18.
For purposes of calculating acquired fund fees and expenses, the annual operating expenses should be used in the calculation. Please update the ratio to include all operating expenses or explain the rationale for
excluding interest and interest related expenses of the underlying acquiring funds. See Item 3.10.d. of Form N-2.

Response:    In response to the Staff’s comment, the Company has revised page 10 to update the acquired fund fees and expenses
ratio. The Company has also revised footnote 8 on page 10.

 Financial Statements

19.
With regard to the Report of the Independent Registered Public Accounting Firm on page F-41, please confirm that the audit included confirmation of the securities owned by the
Company as of March 31, 2017. In future audit opinions, please include a statement that the audit procedures included confirmation of securities owned as of the year end by correspondence with the custodian and brokers or by other appropriate
auditing procedures where replies from brokers were not received.

 Response:    The Company confirms that the
audit included confirmation of the securities owned by the Company as of March 31, 2017. The Company also undertakes that future audit opinions will include a statement that the audit procedures included confirmation

CORRESP
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 September 8, 2017

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, D.C.  20549

Re:

Request for Deletion of File No. 811-01056 filed under the Investment Company Act of 1940

Filer:

CAPITAL SOUTHWEST CORPORATION (CIK: 0000017313)

Accession number:

0001567619-17-001886

Filing Date:

September 8, 2017

To whom it may concern:

On September 8, 2017, we filed a Registration Statement on Form N-2 (File Nos. 333-220385 and 811-01056) (the “N-2”) with the Securities and Exchange Commission (the “Commission”).  The N-2 should have been filed solely under the Securities Act of 1933 (the “ Securities Act”). Due to an error by our EDGAR filing agent, the N-2 was filed under both the Securities Act and the Investment Company Act of 1940. In an effort to avoid confusion to the public, we hereby respectfully request that the Commission delete and remove File No. 811-01056 (the “1940 Act Filing”).

For the avoidance of doubt, we would like to maintain File No. 333-220385 filed under the Securities Act, accession number 0001567619-17-001886. Any assistance you could provide in expediting this deletion and removal would be greatly appreciated.  Should you have any questions regarding the N-2 or the 1940 Act Filing, please do not hesitate to contact me at (214) 884-3829.

Very truly yours,

/s/ Michael S. Sarner

Michael S. Sarner

Chief Financial Officer, Secretary and Treasurer

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			cswc_CORRESP_DEF14A

			June 16, 2017

			BY EDGAR AND OVERNIGHT DELIVERY

			United States Securities and Exchange Commission
Division of Investment Management

			Attn: Jay Williamson
Washington, DC 20549-8626

						RE:

						Capital Southwest Corporation

						Definitive Proxy Statement on Schedule 14A

						Filed June 16, 2017

						File No. 814-00061

			Dear Mr. Williamson:

			On May 23, 2017, the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission requested additional information from Capital Southwest Corporation (the “Company”) with respect to its use of performance measures to determine the annual cash incentive compensation of its named executive officers.  Following the Company’s discussion with the Staff, the Company has included additional disclosures in its Definitive Proxy Statement on Schedule 14A (File No. 814-00061) (the “Definitive Proxy Statement”) reflecting those discussions.  The revised disclosure is included in Exhibit A to this letter, which shows changes to the version delivered to the Staff on May 22, 2017.

			If you have any questions, please do not hesitate to contact Michael S. Sarner at (972) 233-8242.

						Sincerely,

						/s/ Michael S. Sarner

						Michael S. Sarner

						Chief Financial Officer

						cc:

						David Kern

						Jones Day

						2727 North Harwood Street

						Dallas, Texas  75201-1515

			Exhibit A

			Annual Cash Incentive Opportunities

			Annual cash incentive opportunities are intended to reward individual performance as well as operating results during the year and therefore can be highly variable from year to year. The Committee established the target annual cash incentive opportunities for the NEOs at the start of the year, taking into account the potential contribution by that executive to overall company performance and each executive’s industry experience, relative to the market. For fiscal 2018, the Committee set the annual cash incentive opportunity at 150% of annual base salary for Mr. Diehl and 125% of annual base salary for Mr. Sarner, consistent with fiscal 2017. No threshold or maximum payout levels were set. The Committee may, in its sole discretion, award cash incentives that are higher or lower than the target annual cash incentive opportunities set for fiscal 2017.

			At the start of each fiscal year, the Committee also establishes Company and individual performance measures. The Committee strives to ensure that the performance measures utilized each year to evaluate NEO performance effectively align the performance of each individual NEO with the performance of the Company.  The fiscal 2017 performance measures used for determining the annual cash incentive for NEOs included, among other things, the following:

				 ·

			Achievement of significant corporate financial objectives, particularly;: (1) investment income growth, (2) pre-tax net investment income growth, (3) dividend growth, (4) growth and diversification of the investment portfolio, (5) overall credit quality of the investment portfolio, (6) liquidity and capital flexibility, (7) preservation of net asset value and (8) total return on shareholders equity;

				 ·

			Individual performance and achievement of individual goals, as well as the contribution to corporate objectives;

				 ·

			Maintaining the highest ethical standards, internal controls and adherence to regulatory requirements; and

				 ·

			Appropriate and planned development of personnel.

			The Committee did not set target amounts for any performance measure or establish any minimum or maximum payout under the annual cash incentive awards. In April 2017, the Committee evaluated the overall outcome of these performance measures on a holistic basis in determining the annual cash incentive payout. In determining the cash incentive awards for fiscal 2017, the Committee considered the following: (1) investment income of $23.5 million compared to $9.2 million in the prior year, (2) pre-tax net investment income of $0.61 per share compared to ($0.76) per share in the prior year, (3) declared $0.79 per share in total cash dividends compared to $0.14 per share in the prior year, (4) net asset value of $17.80 per share compared to $17.34 per share in the prior year, (5) $287 million in total investments at fair value, with no investments on non-accrual, compared to $178 million in total investments at fair value in the prior year, (6) entered into a new credit facility with $100 million in commitments (subject to a borrowing base), with the ability to expand the facility to $150 million with lender consent, and $75 million available at year end, and (7) total return on shareholders equity of 8.6% for fiscal year 2017.

			The Committee concluded that the performance of the Company and each individual NEO was at a consistent high level in fiscal year 2017, resulting in excellent financial results. In evaluating these results, the Committee did not assign weights to these performance measures and used discretion in determining the annual cash incentive compensation awarded to each NEO. Based on the Board’s evaluation of fiscal year 2017,  and upon completion of the annual audit, Mr. Diehl was awarded an annual cash incentive of $751,938 (representing 170% of his base salary) and Mr. Sarner was awarded an annual cash incentive of $528,795 (representing 142% of his base salary). The Committee believes the annual cash incentives earned by the NEOs are appropriate in relation to Capital Southwest’s financial performance for fiscal 2017 as well as each named executive officer’s individual performance during that period.

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			cswc_Corresp

			Capital Southwest Corporation

			5400 Lyndon B Johnson Freeway, Suite 1300

			Dallas, Texas 75240

			May 22, 2017

			BY EDGAR AND OVERNIGHT DELIVERY

			United States Securities and Exchange Commission
Division of Investment Management

			Attn: Jay Williamson
Washington, DC 20549-8626

						RE:

						Capital Southwest Corporation

						Preliminary Proxy Statement on Schedule 14A

						File No. 814-00061

			Dear Mr. Williamson:

			On May 17, 2017, Capital Southwest Corporation (the “Company”), was provided comments from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Preliminary Proxy Statement on Schedule 14A, filed with the Commission on May 11, 2017 (File No. 814-00061) (the “Proxy Statement”).

			On behalf of the Company, please find below the Company’s responses to the Staff’s comments.  For ease of reference, the Staff’s comments are included in boldface below, followed by the Company’s response.

			Comment 1:   Please file responses to our comments on EDGAR as correspondence.  Where revised disclosure is required or contemplated by the response, please provide draft revised disclosure with the response letter.  Please allow sufficient time for us to review the responses and revised disclosure prior to filing your definitive Proxy Statement on Schedule 14A.

			As requested, this response letter has been filed as correspondence through EDGAR.  We understand that the Staff will require sufficient time to review these responses prior to our filing a definitive Proxy Statement.

			United States Securities and Exchange Commission

			May 22, 2017

			Page 2 of 6

			Comment 2:  Please clarify the language in the first paragraph on page 3 of the preliminary Proxy Statement to indicate how the holders’ shares will be voted if the holder signs, dates and returns a proxy card without indicating how the shares are to be voted.

			The Company will revise the first paragraph on page 3 of the Proxy Statement to indicate how the holders’ shares will be voted if the holder signs, dates and returns a proxy card without indicating how the shares are to be voted.  The revised disclosure is included in Exhibit C2 to this response letter.

			Comment 3:  We note Mr. Armes chose not to stand for reelection to the Board of Directors.  Please confirm his decision to not stand for reelection was not the result of a disagreement with the Company or other Board members.

			Consistent with our Current Report on Form 8-K filed on May 10, 2017, the Company confirms to the Staff that Mr. Armes’ decision not to stand for reelection to the Board of Directors was voluntary and not the result of any disagreement with the Company or other Board members.

			Comment 4:  We note you provide your executives with annual cash incentive opportunities based on the achievement of certain performance goals and objectives, including the maintenance and growth of dividends and NAV.  However, you do not disclose the performance target levels used nor do you fully explain how the specific amount paid ties to the achievement of the goals listed. Please revise to explain why the NEOs receive the incentive compensation paid.  Please refer to Item 402(b)(1)(iv) and (v) of Regulation S-K.

			The Company will revise the “Compensation Discussion and Analysis” in the Proxy Statement to more fully describe the program.  In selecting the performance measures which will be used to measure NEO performance, the Committee chooses items that it believes are priorities for the Company for the fiscal year.  The Committee strives to ensure that the performance measures utilized each year to evaluate NEO performance effectively align the performance of each individual NEO with the performance of the Company.  In evaluating the performance of the Company and the individual executives to award annual cash incentives, the Committee uses discretion in determining how successfully the selected performance measures are reflected in the Company's results and the NEO's performance.  The Committee does not assign weights to the different performance measures selected or use the performance measures in a formulaic determination of annual incentive awards.  Exhibit C4 to this response letter contains revised disclosure describing this process.

			2

			United States Securities and Exchange Commission

			May 22, 2017

			Page 3 of 6

			Comment 5:  Please confirm whether your reincorporation from Texas to Maryland is in compliance with Rule 145(a)(2) under the Securities Act.

			The Company confirms that the proposed conversion from a Texas corporation to a Maryland corporation is in compliance with Rule 145(a)(2) under the Securities Act.  The sole purpose of the conversion is to change the Company’s domicile solely within the Unites States.

			Comment 6:  Please revise your discussion of corporate governance provisions under the heading “Impact of the Conversion on Key Corporate Governance Practices” on page 31 of the preliminary Proxy Statement to clearly identify material differences between Texas and Maryland and explain the implications to investors.

			The Company acknowledges the Staff’s comments and will revise the discussion under the heading “Impact of the Conversion on Key Corporate Governance Practices” in the Proxy Statement.  The revised disclosure is included in Exhibit C6 to this response letter.

			Comment 7:  Please remove the reference to “relevant provisions of the MGCL” from the introductory paragraph under the heading “Description of the Company’s Capital Stock Following the Conversion” on page 35 of the preliminary Proxy Statement.

			The Company confirms that it will remove the reference to “relevant provisions of the MGCL” from the introductory paragraph under the heading “Description of the Company’s Capital Stock Following the Conversion.”  The revised disclosure is included in Exhibit C7 to this response letter.

			Comment 8:  Please clarify what “best practices” are included in your Maryland Charter and Bylaws, as referred to on page 36 of the preliminary Proxy Statement under the subheading “Charter and Bylaws.”

			The Company acknowledges the Staff’s comments and will revise the “Compensation Discussion and Analysis” in the Proxy Statement.  The revised disclosure is included in Exhibit C8 to this response letter.

			Comment 9:  Please remove the qualifications with respect to Texas and Maryland law from page 37 of the preliminary Proxy Statement and confirm that you have summarized all the material differences in shareholder rights.

			The Company confirms that it will remove the qualifications with respect to Texas and Maryland law.  The revised disclosure is included in Exhibit C9 to this response letter.  The Company confirms that it has summarized all material differences in shareholder rights under Texas and Maryland law.

			3

			United States Securities and Exchange Commission

			May 22, 2017

			Page 4 of 6

			Comment 10:  Please revise the discussion on page 44 of the preliminary Proxy Statement to more clearly highlight material differences in the standard of conduct and personal liability of directors and officers. Revised disclosure should focus on the implications for investors.

			The Company consulted Maryland counsel.  The Company believes that there are no material differences between the standard of conduct required of directors under Texas law and the standard of conduct required of directors under Maryland law.  For this reason, the Company has removed the standard of conduct discussion from the Proxy Statement.  The Company will revise its comparison of the limitation on personal liability of directors and officers under Texas law to the limitation on personal liability of directors and officers under Maryland law to more clearly highlight the differences and focus on the implications for investors.  The revised disclosure is included in Exhibit C10 to this response letter.

			Comment 11:  Please confirm to us your Maryland charter will include language consistent with 17(h) of the Investment Company Act.

			The Company confirms that Section 8.6 of the Maryland charter currently contains language consistent with 17(h) of the Investment Company Act.

			Comment 12:  We note your Maryland charter, unlike your Texas charter, authorizes the Board to re-classify authorized common shares to preferred shares, as disclosed on page 48 of the preliminary Proxy Statement.  Please confirm you have no intention of issuing any other share classes (i.e., preferred shares) within one year.  If you are unable to confirm, please note we may have additional comments on your disclosures.

			The Company confirms that it does not intend to issue any shares classes other than common stock (i.e., preferred shares) within one year of the filing of the Maryland charter after the annual meeting.

			Comment 13:  Please consider moving your CD&A closer to Proposal 3 in order to make the disclosure more accessible to investors.

			The Company confirms that it will move the sections entitled "Compensation Discussion and Analysis" and "Compensation of Executive Officers" from their current placement in the Proxy Statement to a new position immediately following Proposal 3 in order to make the disclosure more accessible to investors.

			4

			United States Securities and Exchange Commission

			May 22, 2017

			Page 5 of 6

Comment 14:  In the first paragraph of page 55 of the preliminary Proxy Statement, you refer to a “Say on Pay” vote.  Please clarify whether this should refer to a “Say on Frequency” vote.

			The Company will revise the first, second and fifth paragraphs on page 55 of the Proxy Statement to remove references to "Say on Pay."  The revised disclosure is included in Exhibit C14 to this response letter.

			Comment 15:  Please provide us with a legible copy of your proxy card that meets the requirements of Rule 14a-4.

			The Company has included a legible copy of the proxy card that meets the requirements of Rule 14a-4 as Exhibit C15 to this letter.  The Company also confirms that it will file a legible copy of the proxy card with the definitive Proxy Statement.

			5

			United States Securities and Exchange Commission

			May 22, 2017

			Page 6 of 6

			If you have any questions, please do not hesitate to contact Michael S. Sarner at (214) 884-3829.

						Sincerely,

						/s/ Michael S. Sarner

						Michael S. Sarner

						Chief Financial Officer

						CC:

						David Kern

						Jones Day

						2727 North Harwood Street

						Dallas, Texas  75201-1515

			6

			Exhibit C2

			If you sign, date and return a proxy card and do not make any selection on the proxy card, the proxy holders named on your proxy card will vote your shares in favor of (1) the election of all of the director nominees, (2) the proposal to convert the Company from a Texas corporation to a Maryland corporation, (3) the proposal to approve, on an advisory basis, the compensation of our named executive officers, (4) the proposal to select, on an advisory basis, that the advisory vote on the compensation of our named executive officers occur every year and (5) the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the 2018 fiscal year.

			Exhibit C4

			Annual Cash Incentive Opportunities

			Annual cash incentive opportunities are intended to reward individual performance as well as operating results during the year and therefore can be highly variable from year to year. The Committee established the target annual cash incentive opportunities for the NEOs at the start of the year, taking into account the potential contribution by that executive to overall company performance and each executive’s industry experience length of tenure, relative to the market. For fiscal 2018, the Committee set the annual cash incentive opportunity at 150% of annual base salary for Mr. Diehl and 125% of annual base salary for Mr. Sarner, consistent with fiscal 2017. No threshold or maximum payout levels were set. The Committee may, in its sole discretion, award cash incentives that are higher or lower than the target annual cash incentive opportunities set for fiscal 2017.

			At the start of each fiscal year, the Committee also establishes the Company and individual performance to be achieved to earn the target annual cash incentive award measures. The Committee strives to ensure that the performance measures utilized each year to evaluate NEO performance effectively align the performance of each individual NEO with the performance of the Company.  The fiscal year 2017 performance criteria measures used for determining the annual cash incentive for NEOs included, among other things, the following:

			    Achievement of significant corporate financial objectives, particularly;: (1) investment income growth, (2) pre-tax net investment income growth, (3) dividend growth, (4) growth and diversification of the investment portfolio, (5) overall credit quality of the investment portfolio, (6) liquidity and capital flexibility, (7) preservation of net asset value and (8) total return on shareholders’ equity;

			    Individual performance and achievement of individual goals, as well as the contribution to corporate objectives;

			    Maintaining the highest ethical standards, internal controls and adherence to regulatory requirements; and

			    Appropriate and planned development of personnel.

			In April 2017, the Committee evaluated the overall outcome of these performance measures in determining the annual cash incentive payout. In determining the cash incentive awards for fiscal 2017, the Committee considered the following: (1) investment income of $23.5 million vs. $9.2 million in the prior year, (2) pre-tax net investment income of $0.61 per share compared to ($0.76) per share in the prior year, (3) declared $0.79 per share in total cash dividends compared to $0.14 per share in the prior year, (4) net asset value of $17.80 per share compared to $17.34 per share in the prior year, (5) $287 million in total investments at fair value, with no investments on non-accrual, compared to $178 million in total investments at fair value in the prior year, (6) closed a credit facility with $100 MM in commitments, an accordion to $150 MM, and $75 MM available to draw at year end and (7) total return on shareholders’ equity of 8.6% for fiscal year 2017.

			The Committee evaluated concluded that the performance against these goals for fiscal 2017 in April 2017 and determined each NEO’s achievement of the goals and the amount of of the Company and each individual NEO was at a consistent high level in fiscal year 2017, resulting in excellent financial results. In evaluating these results, the Committee did not assign weights to these performance measures and used discretion in determining the annual cash incentive to be paid as a result compensation awarded to each NEO. Based on the  the fiscal year 2017 evaluation, and upon completion of the annual audit, Mr. Diehl was paid awarded an annual cash incentive of $751,938 (representing 170% of his base salary) and Mr. Sarner was awarded paid an annual cash incentive of $528,795 (representing 142% of his base salary). The Committee believes the annual cash incentives earned by the NEOs are appropriate in relation to Capital Southwest’s financial performance for fiscal 2017 as well as each named executive officer’s individual performance during that period.

			Exhibit C6

			The following is a description of the impact of the Conversion on some of the key corporate governance provisions relating to shareholder rights. Please see the section captioned "Comparison of Shareholder Rights Before and After the Conversion" for a more complete discussion.

						Key Governance Provision

						CSW

CORRESP
1
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    formcorresp.htm

12900 Preston Road, Suite 700

Dallas, Texas 75230

T 972.233.8242

F 972.233.7362

May 24, 2013

U.S. Securities & Exchange Commission

Division of Investment Management

Washington, DC 20549-8626

Re: SEC comments on May 2, 2013 Preliminary Proxy Filing (PRE-14A)

On May 6, 2013, Mr. Larry Green from the SEC phoned and communicated the SEC’s comments the Preliminary Proxy (PRE-14A) of Capital Southwest Corporation (“CSW”).  Below are the comments provided by Mr. Green, along with our responses.  In addition we are including a redline version of the preliminary proxy to reflect, among other things, the SEC’s comments.

·

Proposal One: Following the list of nominees, note that “the nominees have agreed to serve if they are elected and have consented to their names beings printed in the proxy statement.”

We have added the note following the list of nominees in Proposal One.

·

Page 12, end of first paragraph – Note if the committee members are “interested” or “independent.”

We have made this change.

·

Page 13 (see Page 18 of redline version), 10b5-1 Plans paragraph should be moved from this section to a more prominent place, e.g. after Other Business on page 3.

We have made this change.

·

Page 31 (see page 37 of redline version), the first sentence in the third paragraph, “We believe that the information….” Delete this sentence completely or explain how the information demonstrates that the program was designed appropriately.

We have made this change.

May 24, 2013

Page 2

·

Page 32 (see page 38 of redline version).  Why are we increasing the number of authorized shares far in excess of that needed for the 4:1 split?  In your response letter, please note if you see any price pressure or other risks to the common shares by having an overhang of nearly 10 million shares over the issued and outstanding after the stock split.  If you don’t see any risks just state so.

We do not see price pressure as CSW is a closed end fund.  We cannot issue additional shares in a public or private offering.  Management and the Board anticipate that the shares may be used for employee incentive plans over future periods.  All such plans must be approved by shareholders, so they will not be issued without shareholder approval.

·

The title of Proposal Four should be amended to include “…..STOCK SPLIT AND FOR OTHER PURPOSES THAT MAY OR MAY NOT BE CURRENTLY CONTEMPLATED.” (See last sentence in 3rd paragraph on page 32 – see page 38 of redline version).  In your letter please state if any other purposes are currently contemplated for the huge increase in the number of shares of common stock.

We have made the title change.  No other purposes are being currently contemplated.

·

Do we issue any fractional shares?  If so, it needs to be explained somewhere in the proxy what happens to fractional shares – are they given the same 4:1 treatment?

In the situation where shareholders participate in our Dividend Reinvestment Program (DRIP), most likely they have fractional shares. If the shareholder holds fractional shares, those fractional shares will be given the same 4:1 stock split treatment. However, no fractional share certificate can be issued.

·

It should be clearly stated somewhere in the proxy what registered certificate holders are required to do.  Do they need to surrender their current certificates? What action, if any, do they need to take with regards to their certificates?

If the shareholder holds CSW shares in a brokerage account, the par value and the number of shares held will be automatically adjusted through its broker system. If the shareholder is registered shareholder, he or she can either: (i) keep the original stock certificate, which will be deemed to represent the number of post-split shares or (ii) surrender his/her current certificate to our transfer agent and replace it with a new certificate with the post-split par value and number of shares. It is recommended to mail the certificate via certified mail and it is required to insure the certificates for a minimum 3 percent of the fair market value. If the certificate gets lost in the mail, it would cost 3 percent of the certificate fair market value to replace the stock certificate.

May 24, 2013

Page 3

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (972) 233-8242 with any questions or comments.

Sincerely,

/s/ Tracy L. Morris

Tracy L. Morris

Chief Operating Officer &

Chief Financial Officer

CORRESP
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    cswccorresp062912.htm

12900 Preston Road, Suite 700

Dallas, Texas 75230

T 972.233.8242

F 972.233.7362

June 29, 2012

U.S. Securities & Exchange Commission

Division of Investment Management

Attn: Mr. Kevin Rupert

Washington, DC 20549-8626

Re: SEC comments on March 31, 2012 Form 10K

On June 21, 2012, Mr. Kevin Rupert from SEC phoned Capital Southwest Corporation and communicated the SEC’s comments on our March 31, 2012 Form 10K with our Controller, Ms. Jessie Porter. Below are the comments provided by Mr. Rupert, along with our responses.

·

Why did iMemories, Inc. have the same cost and value at March 31, 2012 on the Consolidated Schedule of Investment?

We valued iMemories, Inc. at $5,078,479 at March 31, 2012, based on financing provided by an independent third party that occurred in November 2011 and a market multiples-based analysis prepared as of March 31, 2012. This analysis mirrored the methodology recently employed by an independent investment bank utilizing comparable companies. As no significant events occurred since the independent third party financing and the valuation was supported by the market multiples-based analysis, we continued to value iMemories, Inc. at $5,078,479 at March 31, 2012. In this instance, the fair market value of iMemories, Inc. equals its cost basis.

·

Please explain why the principal amount for the Pallet One, Inc. notes was $2,000,000 while the cost was $1,553,150 at March 31, 2012 on the Consolidated Schedule of Investments and fair value was always ascribed at $2,000,000.

On September 25, 2006, we exchanged 1,796,850 shares of Pallet One, Inc.’s Series A Preferred Stock, with a cost basis of $1,350,000 and $203,150 of additional cash for two notes, each with a principal amount of $1,000,000.  This exchange did not give rise to a taxable event at that time. Therefore, the total principal amount for the Pallet One, Inc. notes was $2,000,000 and their cost basis was $1,553,150 at March 31, 2012. We will consider including a footnote in our future Form 10K describing the cost presentation of Pallet One notes.

·

What is the exact due date on the Pallet One, Inc. notes?

The due date for each of the Pallet One, Inc. notes is 12/18/2015.

6/29/2012

Page 2

·

Mr. Rupert also suggested that Capital Southwest Corporation include a table showing historical dividend distributions for the past five years in its future Form10K disclosure.

We will consider a table showing historical dividend distribution for the past five years in our future Form 10K disclosure.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact either Gary L. Martin or Tracy L. Morris at (972) 233-8242.

Sincerely,

/s/ Gary L. Martin

Gary L. Martin

Chairman & President

/s/ Tracy L. Morris

Tracy L. Morris

Chief Operating Officer &

Chief Financial Officer