EXHIBIT 4.1

INCORPORATED UNDER THE LAWS                                OF THE STATE OF TEXAS

  DB
                                    Capital
  COMMON STOCK                      Southwest
  PAR VALUE $1.00                   Corporation             [CUSIP 140501 10 7]

                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES that





is the owner of


           FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
CAPITAL  SOUTHWEST  CORPORATION  transferable on the books of the corporation by
the holder  hereof in person or by attorney upon  surrender of this  certificate
properly  endorsed.  This certificate,  and the shares  represented  hereby, are
issued  under and shall be subject to all of the  provisions  of the Articles of
Incorporation of the corporation and any amendments thereto, copies of which are
on file with the corporation and the Transfer Agent, to all of which the holder,
by  acceptance   hereof,   assents.   This   certificate  is  not  valid  unless
countersigned by the Transfer Agent and registered by the Registrar.
     IN  WITNESS  WHEREOF,   the  said  corporation  has  caused  the  facsimile
signatures  of its  duly  authorized  officers  and  the  facsimile  seal of the
corporation to be hereunto affixed.


Dated:

     PRESIDENT              [CORPORATE SEAL OMITTED]

     SECRETARY
                                       COUNTERSIGNED AND REGISTERED:
                                         AMERICAN STOCK TRANSFER & TRUST COMPANY
                                         (New York, N.Y.)         TRANSFER AGENT
                                                                   AND REGISTRAR
                                       BY



                                                            AUTHORIZED SIGNATURE

<PAGE>

                         Capital Southwest Corporation

  The shares represented by this certificate are subject to all of the terms and
provisions  of the  Articles  of  Incorporation  of the  Corporation,  as may be
amended from time to time,  which Articles of  Incorporation  are filed with the
Secretary of State of Texas. Such shares are expressly subject to the provisions
of Article IV of the Articles of Incorporation  which denies  preemptive  rights
and  cumulative  voting.  The  Corporation  will  furnish  to the holder of this
certificate, upon request to the Corporation at its principal place of business,
without  charge,  a copy of the  Corporation's  Articles  of  Incorporation,  as
amended.

  The following abbreviations,  when used in the inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

  TEN COM - as tenants in common        UNIF GIFT MIN ACT_______Custodian_______
  TEN ENT - as tenants by the entireties                 (Cust)          (Minor)
  JT  TEN - as joint tenants, with right
            of survivorship and not as             under Uniform Gifts to Minors
            tenants in common                      Act__________________________
                                                                 (State)


    Additional abbreviations may also be used though not in the above list.

  FOR VALUE RECEIVED_______________________hereby sell, assign and transfer unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
  [            ]
  ______________________________________________________________________________
  PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

  ______________________________________________________________________________

  ______________________________________________________________________________

  ________________________________________________________________________Shares
  of the  Common  Stock  represented  by the  within  Certificate  and do hereby
  irrevocably  constitute and  appoint____________________  Attorney to transfer
  the said stock on the books of the within-named Corporation with full power of
  substitution in the premises.

Dated______________________________________


                                                    X___________________________
                                                             (SIGNATURE)
                             NOTICE:
               THE SIGNATURE(S) TO THIS ASSIGNMENT
               MUST  CORRESPOND  WITH  THE NAME(S)
               AS  WRITTEN  UPON  THE  FACE OF THE
               CERTIFICATE  IN  EVERY  PARTICULAR,
               WITHOUT  ALTERATION OR  ENLARGEMENT
               OR ANY CHANGE WHATEVER.
                                                    X___________________________
                                                              (SIGNATURE)

                                    ____________________________________________
                                    THE SIGNATURE(S)  SHOULD BE GUARANTEED BY AN
                                    ELIGIBLE   GUARANTOR   INSTITUTION   (BANKS,
                                    STOCKBROKERS,  SAVINGS AND LOAN ASSOCIATIONS
                                    AND  CREDIT  UNIONS  WITH  MEMBERSHIP  IN AN
                                    APPROVED   SIGNATURE   GUARANTEE   MEDALLION
                                    PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
                                    ____________________________________________
                                    SIGNATURE(S) GUARANTEED BY:






                                    ____________________________________________