Exhibit 10.9

                                AMENDMENT SIX TO

                        RETIREMENT PLAN FOR EMPLOYEES OF

                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES

                 As Amended and Restated Effective April 1, 1989



     WHEREAS,  effective as of April 1, 1989, the Retirement  Plan for Employees
of Capital Southwest Corporation and Its Affiliates (the "Plan") was amended and
restated in its entirety;

     WHEREAS,  by the terms of Section 6.4 of the Plan, the Plan may be amended;
and

     WHEREAS,  it is necessary that certain technical  amendments be made to the
Plan in order to obtain approval of the Internal  Revenue Code for the continued
qualification of the Plan;

     NOW,  THEREFORE,  the Plan is  hereby  amended,  effective  as of the dates
specified below, as follows:

     1.  Effective  as of April 1, 1997,  Section  1.6 is amended to read in its
entirety as follows:

     "1.6 - PARTICIPATION AND BENEFITS FOR FORMER LEASED EMPLOYEES

          A "Leased  Employee" as defined under  Section  414(n) of the Internal
     Revenue Code is any person  (other than an employee of the  recipient)  who
     pursuant  to an  agreement  between  the  recipient  and any  other  person
     ("leasing  organization")  has performed services for the recipient (or for
     the recipient and related  persons  determined in accordance  with Internal
     Revenue Code Section  414(n)(6)) on a  substantially  full-time basis for a
     period  of at least 1 year,  and such  services  are  performed  under  the
     recipient's  primary  direction or control.  Any such Leased Employee of an
     Employer or Designated  Nonparticipating  Employer  shall not be deemed for
     any purposes of the Plan to be an employee of such  Employer or  Designated
     Nonparticipating  Employer.  However,  in the  event  that any such  former
     Leased Employee  qualifies as an Employee as defined herein on or after the
     Effective  Date of the  Plan,  unless  the Plan is  otherwise  excluded  by
     applicable  regulations  from the  requirements  of  Section  414(n) of the
     Internal  Revenue Code,  the total period that he provided  services to the
     Employer or Designated Nonparticipating Employer as a Leased Employee shall
     be treated under the Plan in determining  his  nonforfeitable  right to his
     accrued benefits and his eligibility to become a Participant in the Plan in
     the  manner  described  in Section  1.5(A)  hereof as though he had been an
     employee of a Designated  Nonparticipating  Employer  during such period of
     service (but such service shall not be included in the service that is used
     to calculate any benefits that he accrues under the Plan)."


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     2. Effective as of January 1, 1995, the first sentence of Section 4.1(A)(2)
of the Plan is amended to read as follows:

          "The mortality  assumptions  that are used to compute the  actuarially
     equivalent maximum amount of retirement income permitted under this Section
     4.1(A) on and after January 1, 1995 shall be based upon the mortality table
     prescribed by the Secretary of Treasury pursuant to Section  415(b)(2(E) of
     the  Internal  Revenue  Code  (which as of  January 1, 1995 is based upon a
     fixed  blend  of 50% of the  male  mortality  rates  and 50% of the  female
     mortality rates from the 1983 Group Annuity Mortality Table)."


     IN  WITNESS  WHEREOF,   CAPITAL  SOUTHWEST   CORPORATION  has  caused  this
instrument  to be  executed by its duly  authorized  officer on this ____ day of
________________, 20___.

                                                   CAPITAL SOUTHWEST CORPORATION


                                                   By___________________________

                                                   Title:_______________________




















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