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, 2015

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, 2015, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Fourth Quarter and 2014 Results; Total Assets Under Management Increase to Record $20.3 Billion”, 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 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 7.01:          REGULATION FD DISCLOSURE

Westwood announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.50 per common share payable on April 1, 2015 to stockholders of record on March 13, 2015.

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.

Date:      February 4, 2015

EXHIBIT INDEX

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Fourth Quarter and 2014 Results

Total Assets Under Management Increase to Record $20.3 Billion

DALLAS--(BUSINESS WIRE)--February 4, 2015--Westwood Holdings Group, Inc. (NYSE: WHG) today reported fourth quarter 2014 revenues of $28.3 million, 12% higher than revenues of $25.3 million in the fourth quarter of 2013. Non-GAAP Economic Earnings per share (“Economic EPS”) were $1.24 compared to $1.19 in the fourth quarter of 2013 and $1.41 in the third quarter of 2014. Diluted earnings per share were $0.77 compared to $0.75 in the same quarter of 2013 and $0.92 in the third quarter of 2014.

Revenues for the year ended December 31, 2014 were $113.2 million, 23% higher than revenues of $91.8 million in 2013. Economic EPS were $5.24 compared to $3.90 in 2013. Diluted earnings per share were $3.45 compared to $2.32 in the prior year.

Highlights related to our fourth quarter 2014 results include:

• Revenues increased 12% to $28.3 million compared to the same period last year.
• Assets under management (“AUM”) reached a record $20.3 billion.
• Our Income Opportunity strategy attracted quarterly net inflows exceeding $250 million, ending the year with $4.1 billion in assets under management.
• Westwood International Advisors’s AUM reached $3.3 billion, 34% higher than year-end 2013, and its Emerging Markets strategy was in the top decile of its peer group for 2014.
• Global Convertible Securities was added as a third distinct team to our investment platform with Assets Under Advisement of approximately $500 million.
• We launched two mutual funds and a second UCITS sub-Fund.

In January, Westwood reached an agreement to acquire Woodway Financial Advisors, a Houston-based private wealth and trust company that manages over $1.6 billion in assets. The transaction is anticipated to close during the first quarter of 2015 and is expected to be accretive to Westwood Holdings Group’s earnings. The transaction is subject to approval by the Texas Department of Banking and other customary closing conditions.

Brian Casey, Westwood’s President & CEO, commented, “We have experienced an exciting year, with AUM reaching record levels, tremendous performance and growth in our Emerging Markets and Income Opportunity strategies and the addition of our Global Convertibles team. Two new mutual funds have just been started, the MLP & Strategic Energy Fund and the Opportunistic High Yield Fund. Given the recent sell off in both asset classes, we hope that this creates an attractive entry point for investors. Lastly, we are very pleased about our most recent news regarding the acquisition of Woodway Financial Advisors, which enables us to partner with talented individuals in the growing Houston market while expanding our footprint in the private wealth arena.”

Mutual fund assets, comprising twelve Westwood Funds®, grew 9% to $3.7 billion compared to the prior quarter end and climbed 34% compared to the prior year end.

Westwood’s Board of Directors declared a quarterly cash dividend of $0.50 per common share, payable on April 1, 2015 to stockholders of record on March 13, 2015. At quarter end, Westwood had $98 million in cash and investments, stockholders’ equity of $110 million, and no debt.

Economic Earnings and Economic EPS are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP numbers in the attached tables.

Westwood will host a conference call to discuss fourth quarter 2014 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, dial 877-303-6235 (domestic) or 631-291-4837 (international). The conference call can also be accessed via our Investor Relations page at westwoodgroup.com and will be available for replay through February 11, 2015 by dialing 855-859-2056 (domestic) or 404-537-3406 (international) and then entering the passcode 75871895.

About Westwood

Westwood Holdings Group, Inc. provides investment management services to institutional investors, private wealth clients and financial intermediaries. The firm manages a range of investment strategies including U.S. equities, Global and Emerging Markets equities, Global Convertible securities and Specialized/Income-oriented portfolios. Access to these strategies is available through separate accounts, commingled funds, the Westwood Funds® family of mutual funds and UCITS funds. Westwood benefits from significant, broad-based employee ownership and trades on the New York Stock Exchange under the symbol "WHG." Based in Dallas, TX, Westwood also has offices in Toronto, Canada, Boston, MA and Omaha, NE.

For more information on Westwood, please visit www.westwoodgroup.com.

For more information on the Westwood Funds®, please visit www.westwoodfunds.com.

Forward-looking Statements

Statements in this press release that are not purely historical facts, including, without limitation, statements about our expected future financial position, results of operations or cash flows, as well as other statements including without limitation, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “could,” “goal,” “may,” “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 a small number 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 investment strategies; our ability to maintain our fee structure in light of competitive fee pressures; competition in the marketplace; downturns in the financial markets; new 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; 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, 2013 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014. 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 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 Economic Earnings and Economic Earnings per share (or “Economic EPS”). We provide these measures in addition to, not as a substitute for, net income and earnings per share, which are reported on a GAAP basis. Management reviews Economic Earnings and Economic EPS 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 or earnings per share, are useful for both management and investors when evaluating 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 Economic Earnings as net income plus non-cash stock based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. Although depreciation on fixed assets is a non-cash expense, we do not add it back when calculating Economic Earnings because depreciation charges represent an allocation of the decline in the value of the related assets that will ultimately require replacement. In addition, we do not adjust Economic Earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Economic EPS represents Economic Earnings divided by diluted weighted average shares outstanding.

(WHG-G)

CONTACT:
Westwood Holdings Group, Inc.
Tiffany B. Kice, 214-756-6900
Chief Financial Officer and Treasurer