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

FORM 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter
Ended December 31, 2007

Check here if Amendment [ ] ; Amendment Number:
This Amendment (Check only one): [ ] is a restatement
                                 [ ] adds new holdings entries

Institutional Investment Manager Filing this Report:

NewSouth Capital Management, Inc.
1100 Ridgeway Loop Road, Suite 444, Memphis, TN 38120

13F File Number: 28-1652

The institutional investment manager submitting this
report and the person by whom it is signed hereby represent
that the person signing the report is authorized to
submit it, that all information contained herein is true,
correct and complete, and that it is understood
that all required items, statements, schedules, lists,
and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:   David M. Newman
Title:  Vice President
Phone:  (901) 761-5561

Signature, Place, and Date of Signing:


 _____________________________ Memphis, TN    February 14, 2008


















Report Type (Check only one):

[x] 13F HOLDINGS REPORT.
(Check here if all holdings of this reporting manager are
reported in this report.)

[  ] 13F NOTICE.
(Check here if no holdings reported are in this report,
and all holdings are reported by other reporting manager(s).)

[ ] 13F COMBINATION REPORT.
(Check here if a portion of the holdings for this reporting
manager are reported in this report and a portion are
reported by other reporting manager(s).)

The Managers identified on following Summary Page are accounts
placed with us through the Morgan Keegan Preferred Managers Program
and Thomas Weisel Partners LLC Asset Management Consulting Program.
Although discretionary responsibility for the accounts is with us,
Morgan Keegan and Thomas Weisel Partners LLC
retain the responsibility for reporting these securities on their
13F if the size of a particular holding triggers 13F filing
requirements.



FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:	2

Form 13F Information Table Entry Total:      130

Form 13F Information Table Value Total:   $1,021,641,000


List of Other Included Managers:

No. 13F File Number    Name


2	 Morgan Keegan Preferred Managers Program

4	 Thomas Weisel Partners LLC Asset Management
       Consulting Program