SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2010

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)

(214) 756-6900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02:          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In accordance with Securities and Exchange Commission Release No. 34-47583, the following information, which is being furnished pursuant to the requirements of Item 2.02, “Results of Operations and Financial Condition,” is being reported under Item 7.01, “Regulation FD Disclosure.”

On February 4, 2010, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports 2009 Results; Assets Under Management Increase 42% Year-over-year to Record $10.2 Billion; Assets in WHG Funds Increase 124% Year-over-year to $566 Million”, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.  The information in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended.

ITEM 7.01:          REGULATION FD DISCLOSURE

Westwood also announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.33 per common share payable on April 1, 2010 to stockholders of record on March 15, 2010.

ITEM 9.01:          FINANCIAL STATEMENTS AND EXHIBITS

(d)       Exhibits:  The following exhibit is furnished with this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Westwood Holdings Group, Inc. Reports 2009 Results; Assets under Management Increase 42% Year-over-Year to Record $10.2 Billion; Assets in WHG Funds Increase 124% Year-over-Year to $566 Million

DALLAS--(BUSINESS WIRE)--February 4, 2010--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2009 fourth quarter revenues of $12.7 million, net income of $2.7 million and earnings per diluted share of $0.41. For the year ended December 31, 2009, Westwood reported revenues of $42.6 million, net income of $7.9 million and earnings per diluted share of $1.18. Cash earnings for the fourth quarter of 2009 were $4.7 million and cash earnings per share (“Cash EPS”) were $0.70 per diluted share. For the year ended December 31, 2009, cash earnings were $15.6 million and Cash EPS were $2.34 per diluted share. (Cash earnings and Cash EPS are non-GAAP financial measures that are explained and reconciled with the most comparable GAAP financial measures in the attached tables.)

Assets under management were $10.2 billion as of December 31, 2009, an increase of 42% compared to December 31, 2008 assets under management of $7.2 billion. The increase in period-ending assets under management was primarily due to market appreciation of assets under management plus significant cash inflows of assets from new clients. The WHG Funds had assets of $566 million as of December 31, 2009, an increase of 124% compared to assets of $253 million as of December 31, 2008.

Brian Casey, Westwood’s President & CEO, commented, “The momentum in our business continued in 2009. We ended the year with record assets under management of over $10 billion; the majority of our products exceeded their respective benchmarks; and the WHG Funds continued to experience outstanding organic growth as assets more than doubled. We also completed our first acquisition, which added an additional $52 million into the WHG LargeCap Value Fund, increasing the scale and profitability of the fund while also lowering fund expenses for all shareholders. We want to thank all of our owner-employees for their continued dedication and hard work as we strive to deliver solid performance and attentive service to our clients.”

Westwood’s 2008 results included revenues of $17.6 million, net income of $5.1 million and earnings per diluted share of $0.79 for the fourth quarter of 2008 and revenues of $46.5 million, net income of $10.5 million and earnings per diluted share of $1.63 for the full year. Cash earnings for the fourth quarter and full year 2008 were $6.9 million and $17.3 million, respectively. Cash EPS for the fourth quarter of 2008 was $1.07 per diluted share and $2.68 per diluted share for the year 2008. Westwood’s full year 2008 results included the positive impact of a performance-based fee of $8.7 million, which was recorded in the fourth quarter of 2008 and reflected investment outperformance in 2008 and 2007. Total expenses for the year 2009 were $30.2 million compared to $29.9 million for 2008. Cash expenses for 2009 were $22.6 million compared to $23.2 million for 2008. (An explanation and reconciliation of cash expenses to total expenses are included in the attached tables.)

Westwood also announced that its Board of Directors declared a quarterly cash dividend of $0.33 per common share, payable on April 1, 2010 to stockholders of record on March 15, 2010.

Westwood Trust contributed revenue of $10.3 million and net income of $1.4 million in 2009, compared to revenue of $11.1 million and net income of $1.4 million in 2008. As of December 31, 2009, Westwood Trust’s assets under management were $2.0 billion, an increase of 29% compared to $1.6 billion as of December 31, 2008. The increase in assets under management was primarily due to market appreciation of assets under management as well as inflows of assets from new clients.

Westwood will host a conference call to discuss the 2009 fourth quarter results and other business updates at 4:30 p.m. Eastern time today. To listen to the conference call, dial 866-337-6663 (domestic) or 904-520-5771 (international). The conference call will also be available via webcast and can be accessed at Westwood’s website, www.westwoodgroup.com, under the Investor Relations tab. The conference call will be available for replay through February 11 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2428101.

About Westwood

Westwood Holdings Group, Inc. manages investment assets and provides services for its clients through two subsidiaries, Westwood Management Corp. and Westwood Trust. Westwood Management Corp. is a registered investment advisor and provides investment advisory services to corporate pension funds, public retirement plans, endowments, foundations, the WHG Funds, other mutual funds and clients of Westwood Trust. Westwood Trust provides trust services and participation in common trust funds that it sponsors to institutions and high net worth individuals. Westwood Holdings Group, Inc. trades on the New York Stock Exchange under the symbol “WHG.”

For more information on Westwood, please visit Westwood’s website at www.westwoodgroup.com.

For more information on the WHG Funds, please visit the Funds’ website at www.whgfunds.com.

Note on Forward-looking Statements

Statements in this press release that are not purely historical facts, including statements about our expected future financial position, results of operations or cash flows, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “target,” “designed,” “on track,” “comfortable with,” “optimistic” and other similar expressions, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and the timing of some events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation: our ability to identify and successfully market services that appeal to our customers; the significant concentration of our revenues in four of our customers; our relationships with investment consulting firms; our relationships with current and potential customers; our ability to retain qualified personnel; our ability to successfully develop and market new asset classes; our ability to maintain our fee structure in light of competitive fee pressures; competition in the marketplace; downturn in the financial markets; the passage of legislation adversely affecting the financial services industries; interest rates; changes in our effective tax rate; our ability to maintain an effective system of internal controls; our ability to capitalize on the performance of our marketing efforts; the acceptance of our new products with our existing and new clients; changes in our dividend policy and uses of our cash; and the other risks detailed from time to time in Westwood’s SEC filings, including but not limited to, its annual report on Form 10-K for the year ended December 31, 2008 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Westwood is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

As supplemental information, we are providing non-GAAP performance measures that we refer to as cash earnings, cash earnings per share (or Cash EPS), and cash expenses. We provide these measures in addition to, but not as a substitute for, net income, earnings per share and total expenses, which are reported on a GAAP basis. Management and our Board of Directors review cash earnings, Cash EPS and cash expenses to evaluate Westwood’s ongoing performance, allocate resources and review dividend policy. We believe that these non-GAAP performance measures, while not substitutes for GAAP net income, earnings per share and total expenses, are useful for both management and investors to evaluate Westwood’s underlying operating and financial performance and its available resources. We do not advocate that investors consider these non-GAAP measures without considering financial information prepared in accordance with GAAP.

We define cash earnings as net income plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. We define cash expenses as total expenses less non-cash equity-based compensation expense and amortization of intangible assets. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating cash earnings or deduct it when calculating cash expenses because depreciation charges represent a decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust cash earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Cash EPS represents cash earnings divided by diluted weighted average shares outstanding.

(WHG-G)

CONTACT:
Westwood Holdings Group, Inc.
Bill Hardcastle, 214-756-6900