CAPITAL SOUTHWEST CORP

Major Shareholding Notification • Nov 13, 2001

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Capital Southwest (Name of Issuer)

Common Stock $1.00 Par Value (Title of Class of Securities)

140501107 (CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP No. 140501107 — 1. | Names of Reporting Persons. EQSF Advisers, Inc. I.R.S. Identification Nos. of above persons (entities
only). (EIN 13-33554359) | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | |
| | (b) | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization New York Corporation | |
| Number of Shares Beneficially Owned by Each
Reporting Person With | | |
| | 5. | Sole Voting Power 139,111 |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 139,111 |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person 139,111 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares | |
| 11. | Percent of Class Represented by Amount in Row (9) 3.63% | |
| 12. | Type of Reporting Person (See Instructions) IA | |

| 2. | Names of Reporting Persons. M.J. Whitman Advisers, Inc. I.R.S. Identification Nos. of above persons (entities
only). (EIN 13-3686379) — Check the Appropriate Box if a Member of a Group (See
Instructions) | |
| --- | --- | --- |
| | (a) | |
| | (b) | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization New York Corporation | |
| Number of Shares Beneficially Owned by Each
Reporting Person With | | |
| | 5. | Sole Voting Power 242,473 |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 253,773 |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person 253,773 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares | |
| 11. | Percent of Class Represented by Amount in Row (9) 6.63% | |
| 12. | Type of Reporting Person (See Instructions) IA | |

| 2. | Names of Reporting Persons. Martin J. Whitman I.R.S. Identification Nos. of above persons (entities
only). — Check the Appropriate Box if a Member of a Group (See
Instructions) | |
| --- | --- | --- |
| | (a) | |
| | (b) | |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization USA | |
| Number of Shares Beneficially Owned by Each
Reporting Person With | | |
| | 5. | Sole Voting Power 24,244 |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 24,244 |
| | 8. | Shared Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting
Person 24,244 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.63% | |
| 12. | Type of Reporting Person (See Instructions) IN | |

Item 1.	(a)	Name of Issuer Capital Southwest
	(b)	Address of Issuer's Principal Executive Offices 12900 Preston Road, Suite 700, Dallas, TX
75230
Item 2.
	(a)	Name of Person Filing This schedule is being jointly filed by EQSF Advisers,
Inc. ("EQSF"), M.J. Whitman Advisers, Inc. ("MJWA") and Martin J. Whitman,
the Chief Executive Officer of EQSF and MJWA and controlling person of
EQSF and MJWA. (EQSF, MJWA and Martin J. Whitman are sometimes
collectively referred to hereinafter as "Filer"). Attached hereto as an
exhibit is a copy of the joint Schedule 13G filing agreement among the
reporting persons.
	(b)	Address of Principal Business Office or, if none,
Residence The address of the principal executive office of EQSF,
MJWA and Mr. Whitman is: 767 Third Avenue, New York, NY
10017-2023
	(c)	Citizenship The citizenship or place of organization of each of the
reporting persons is as follows: EQSF - New York State Corporation MJWA - New York State Corporation Martin J. Whitman - United States Citizen
	(d)	Title of Class of Securities Common Stock $1.00 Par Value
	(e)	CUSIP Number 140501107
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
	(d)	[X ]	Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[X]	An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
	(a)	Amount beneficially owned: EQSF - 139,111 shares MJWA - 253,773 shares Martin J. Whitman - 24,244 shares
	(b)	Percent of class: EQSF - 3.63% MJWA - 6.63% Martin J. Whitman - 0.63%
	(c)	Number of shares as to which the person
has:
		(i)	Sole power to vote or to direct the vote EQSF - 139,111 MJWA - 242,473 Martin J. Whitman - 24,244
		(ii)	Shared power to vote or to direct the vote Not applicable.
		(iii)	Sole power to dispose or to direct the disposition
of EQSF - 139,111 MJWA - 253,773 Martin J. Whitman - 24,244
		(iv)	Shared power to dispose or to direct the disposition
of Not applicable.
Instruction . For computations
regarding securities which represent a right to acquire an underlying
security see §240.13d3(d)(1).
Item 5.	Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ]
Item 6.	Ownership of More than Five Percent on Behalf of Another
Person.
Third Avenue Value Fund, an investment company registered
under the Investment Company Act of 1940, has the right to receive
dividends from, and the proceeds from the sale of, 83,370 of the shares
reported by EQSF, Third Avenue Small-Cap Value Fund, an investment company
registered under the Investment Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 13,500 of the
shares reported by EQSF, Third Avenue Value Portfolio of the WRL Series
Fund, an investment company registered under the Investment Company Act of
1940, has the right to receive dividends from, and the proceeds from the
sale of, 19,741 of the shares reported by EQSF, Sun America Style Select
Series Small-Cap Value Portfolio, an investment company registered under
the Investment Company Act of 1940, has the right to receive dividends
from, and the proceeds from the sale of, 6,000 of the shares reported by
EQSF, Third Avenue Value Portfolio of the Third Avenue Variable Series
Trust, an investment company registered under the Investment Act of 1940,
has the right to receive dividends from, and the proceeds from the sale
of, 7,000 of the shares reported by EQSF, and Integrity Life/Legends Third
Avenue Value Fund, an investment company registered under the Investment
Company Act of 1940, has the right to receive dividends from, and the
proceeds from the sale of, 9,500 of the shares reported by EQSF.
Various clients for whom MJWA acts as investment advisor have the right to
receive dividends from, and the proceeds from the sale of, the shares
reported by MJWA. Mr. Martin Whitman has the right to receive
dividends from and the proceeds from the sale of 4,414 shares.
Martin Whitman Corporation, a private corporation controlled by Mr. Martin
Whitman, has the right to receive dividends from and proceeds from the
sale of 19,830 shares.
Item 7.	Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8.	Identification and Classification of Members of the
Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
	(a)	The following certification shall be included if the
statement is filed pursuant to §240.13d-1(b): By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having
that purpose or effect.
	(b)	The following certification shall be included if the
statement is filed pursuant to §240.13d-1(c): By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 10, 2001 Date EQSF Advisers, Inc. By: /s/ MARTIN J. WHITMAN Martin J. Whitman Chairman and Chief Executive Officer M.J. Whitman Advisers, Inc. By: /s/ MARTIN J. WHITMAN Martin J. Whitman Chairman and Chief Executive Officer / s/ MARTIN J. WHITMAN Martin J. Whitman Corporation, President Martin J. Whitman, Individually