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 6, 2014

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

Delaware	001-31234	75-2969997	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(IRS Employer
Identification No.)	

200 Crescent Court, Suite 1200
Dallas, Texas 75201	
(Address of principal executive offices)	
(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 6, 2014, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Fourth Quarter and 2013 Results; Assets Under Management Increase to Record $18.9 Billion; Westwood International AUM Reaches $2.5 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, 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 announced today that its Board of Directors has approved the payment of a quarterly cash dividend of $0.44 per common share payable on April 1, 2014 to stockholders of record on March 14, 2014.

ITEM 9.01:       FINANCIAL STATEMENTS AND EXHIBITS

(d)       Exhibits:  The following exhibit is furnished with this report:
Exhibit Number	Description	
 	 	
99.1	Press Release dated February 6, 2014, entitled “Westwood Holdings Group, Inc. Reports Fourth Quarter and 2013 Results; Assets Under Management Increase to Record $18.9 Billion; Westwood International AUM Reaches $2.5 Billion.”	

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 6, 2014
 	 	 	
 	WESTWOOD HOLDINGS GROUP, INC.	 	

 	By:	/s/ Mark A. Wallace	 	
 	 	Mark A. Wallace	 	
 	 	Chief Financial Officer	 	

EXHIBIT INDEX
Exhibit Number	Description	
 	 	
99.1	Press Release dated February 6, 2014, entitled “Westwood Holdings Group, Inc. Reports Fourth Quarter and 2013 Results; Assets Under Management Increase to Record $18.9 Billion; Westwood International AUM Reaches $2.5 Billion.”	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Fourth Quarter and 2013 Results

Assets Under Management Increase to Record $18.9 Billion

Westwood International AUM Reaches $2.5 Billion

DALLAS--(BUSINESS WIRE)--February 6, 2014--Westwood Holdings Group, Inc. (NYSE: WHG) today reported fourth quarter 2013 revenues of $25.3 million, a 22% increase compared to revenues of $20.6 million in the fourth quarter of 2012. Non-GAAP Economic Earnings per share (“Economic EPS”) increased 31% to $1.17 compared to $0.89 in the fourth quarter of 2012 and were 21% higher than the $0.97 reported in the third quarter of 2013. Diluted earnings per share increased 55% to $0.76 compared to $0.49 in the same quarter of 2012 and were up 33% compared to the $0.57 reported in the third quarter of 2013.

Highlights and significant items related to our fourth quarter 2013 pretax results include:
Assets under management (AUM) increased 11% during the fourth quarter to a record of $18.9 billion at year-end 2013.
Westwood International Advisors (“WIA”) net inflows were $450 million, including $160 million into our Ireland domiciled UCITS Fund.
The Westwood Funds™ achieved record quarterly net inflows of over $270 million.
Firmwide net inflows exceeded $660 million for the fourth quarter.

Brian Casey, Westwood’s President & CEO, commented, “We are pleased to end a very successful 2013 with such an exceptionally strong fourth quarter. We benefited all year from excellent performance delivered by our MLP, SmallCap, and Income Opportunity teams. Our Westwood Funds™ enjoyed a record year achieving $800 million of net inflows and organic growth in excess of 50%. WIA’s Emerging Markets strategies continue to attract new flows and WIA has a robust pipeline of current prospects. WIA’s AUM reached $2.5 billion at year-end with clients domiciled in four countries served by a team of thirteen professionals.”

AUM reached $18.9 billion as of December 31, 2013, an increase of 34% compared to $14.2 billion as of December 31, 2012. Mutual fund assets, comprising ten Westwood Funds™, grew 74% in 2013 to $2.8 billion at year-end. Institutional assets were up 32% from the prior year to $12.1 billion, while Private Wealth assets increased 20% to $4.0 billion at year-end 2013.

Westwood’s Board of Directors today declared a quarterly cash dividend of $0.44 per common share, payable on April 1, 2014 to stockholders of record on March 14, 2014. At year-end, Westwood had $75 million in cash and investments, stockholders’ equity of $89 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 2013 results and other business updates 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 14, 2014 by dialing 855-859-2056 (domestic) or 404-537-3406 (international) and entering passcode 30382280.

About Westwood

Westwood Holdings Group, Inc. provides investment management services to institutional investors, private wealth clients and financial intermediaries. Westwood manages a variety of investment strategies including U.S., Global, and Emerging Markets equities as well as income-oriented portfolios. Access to these strategies is available through separate accounts, commingled funds, the Westwood Funds TM  family of U.S. mutual funds, and UCITS funds. Westwood has significant, broad-based employee ownership and trades on the New York Stock Exchange under the symbol "WHG." Based in Dallas, Westwood also has offices in Omaha and Toronto.

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 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 among a few 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; 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, 2012 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013. 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.

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	
(in thousands, except per share data)	
(unaudited)	
 	 	 	
 	 	Three Months Ended	
 	 	December 31,
2013	 	September 30,
2013	 	December 31,
2012	
REVENUES:	 	 	 	 	 	 	
Advisory fees:	 	 	 	 	 	 	
Asset based	 	$	20,038	 	 	$	17,956	 	$	15,259	 	
Performance based	 	 	-	 	 	 	26	 	 	-	 	
Trust fees	 	 	4,904	 	 	 	4,672	 	 	4,026	 	
Other, net	 	 	310	 	 	 	344	 	 	1,339	 	
Total revenues	 	 	25,252	 	 	 	22,998	 	 	20,624	 	
 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	
Employee compensation and benefits	 	 	11,550	 	 	 	12,480	 	 	11,496	 	
Sales and marketing	 	 	305	 	 	 	326	 	 	309	 	
Westwood mutual funds	 	 	688	 	 	 	599	 	 	377	 	
Information technology	 	 	858	 	 	 	690	 	 	681	 	
Professional services	 	 	1,257	 	 	 	887	 	 	739	 	
General and administrative	 	 	1,543	 	 	 	1,250	 	 	1,163	 	
Total expenses	 	 	16,201	 	 	 	16,232	 	 	14,765	 	
Income before income taxes	 	 	9,051	 	 	 	6,766	 	 	5,859	 	
Provision for income taxes	 	 	3,191	 	 	 	2,447	 	 	2,256	 	
Net income	 	$	5,860	 	 	$	4,319	 	$	3,603	 	
Other comprehensive income:	 	 	 	 	 	 	
Available-for-sale investments:	 	 	 	 	 	 	
Change in unrealized gain on investment securities	 	 	-	 	 	 	-	 	 	361	 	
Less: reclassification adjustment for net gains included in earnings	 	 	-	 	 	 	-	 	 	(992	)	
Net change (net of income taxes of $0, $0 and $(1,058), respectively)	 	 	-	 	 	 	-	 	 	(631	)	
Foreign currency translation adjustments	 	 	(156	)	 	 	104	 	 	(30	)	
Other comprehensive income	 	 	(156	)	 	 	104	 	 	(661	)	
Total comprehensive income	 	$	5,704	 	 	$	4,423	 	$	2,942	 	
 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	
Basic	 	$	0.80	 	 	$	0.59	 	$	0.50	 	
Diluted	 	$	0.76	 	 	$	0.57	 	$	0.49	 	
 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	
Basic	 	 	7,345,357	 	 	 	7,374,600	 	 	7,166,020	 	
Diluted	 	 	7,684,619	 	 	 	7,558,136	 	 	7,424,890	 	
 	 	 	 	 	 	 	
Economic Earnings	 	$	9,004	 	 	$	7,334	 	$	6,627	 	
Economic EPS	 	$	1.17	 	 	$	0.97	 	$	0.89	 	
 	 	 	 	 	 	 	
Dividends declared per share	 	$	0.44	 	 	$	0.40	 	$	0.40	 	

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	
(in thousands, except per share data)	
(unaudited)	
 	 	 	
 	 	Year ended December 31,	
REVENUES:	 	 	2013	 	 	 	2012	 	
Advisory fees:	 	 	 	 	
Asset based	 	$	70,027	 	 	$	57,936	 	
Performance based	 	 	2,561	 	 	 	1,251	 	
Trust fees	 	 	18,367	 	 	 	14,969	 	
Other, net	 	 	870	 	 	 	3,339	 	
Total revenues	 	 	91,825	 	 	 	77,495	 	
 	 	 	 	 	
EXPENSES:	 	 	 	 	
Employee compensation and benefits	 	 	47,780	 	 	 	43,692	 	
Sales and marketing	 	 	1,252	 	 	 	1,132	 	
Westwood mutual funds	 	 	2,153	 	 	 	1,153	 	
Information technology	 	 	2,882	 	 	 	2,555	 	
Professional services	 	 	4,223	 	 	 	4,420	 	
General and administrative	 	 	5,266	 	 	 	4,517	 	
Total expenses	 	 	63,556	 	 	 	57,469	 	
Income before income taxes	 	 	28,269	 	 	 	20,026	 	
Provision for income taxes	 	 	10,378	 	 	 	7,936	 	
Net income	 	$	17,891	 	 	$	12,090	 	
Other comprehensive income:	 	 	 	 	
Available-for-sale investments:	 	 	 	 	
Change in unrealized gain on investment securities	 	 	-	 	 	 	(40	)	
Less: reclassification adjustment for net gains included in earnings	 	 	-	 	 	 	(1,900	)	
Net change (net of income taxes of $0, and $(1,058), respectively)	 	 	-	 	 	 	(1,940	)	
Foreign currency translation adjustments	 	 	(287	)	 	 	30	 	
Other comprehensive income	 	 	(287	)	 	 	(1,910	)	
Total comprehensive income	 	$	17,604	 	 	$	10,180	 	
 	 	 	 	 	
Earnings per share:	 	 	 	 	
Basic	 	$	2.44	 	 	$	1.69	 	
Diluted	 	$	2.34	 	 	$	1.65	 	
 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	
Basic	 	 	7,331,874	 	 	 	7,145,701	 	
Diluted	 	 	7,643,051	 	 	 	7,338,104	 	
 	 	 	 	 	
Economic Earnings	 	$	29,997	 	 	$	23,231	 	
Economic EPS	 	$	3.92	 	 	$	3.17	 	
 	 	 	 	 	
Dividends declared per share	 	$	1.64	 	 	$	1.51	 	

 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
As of December 31, 2013 and 2012	
(in thousands, except par value and share amounts)	
 	 	 	 	 	
 	 	December 31,
2013 (unaudited)	 	December 31,
2012	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	10,864	 	 	$	3,817	 	
Accounts receivable	 	 	14,468	 	 	 	8,920	 	
Investments, at fair value	 	 	64,554	 	 	 	59,906	 	
Deferred income taxes	 	 	3,782	 	 	 	3,362	 	
Other current assets	 	 	2,521	 	 	 	1,365	 	
Total current assets	 	 	96,189	 	 	 	77,370	 	
Goodwill	 	 	11,255	 	 	 	11,255	 	
Deferred income taxes	 	 	2,041	 	 	 	1,696	 	
Intangible assets, net	 	 	3,789	 	 	 	4,149	 	
Property and equipment, net of accumulated depreciation of $2,155 and $1,747	 	 	2,746	 	 	 	2,145	 	
Total assets	 	$	116,020	 	 	$	96,615	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	2,082	 	 	$	1,650	 	
Dividends payable	 	 	3,935	 	 	 	1,201	 	
Compensation and benefits payable	 	 	17,805	 	 	 	14,537	 	
Income taxes payable	 	 	1,031	 	 	 	1,438	 	
Total current liabilities	 	 	24,853	 	 	 	18,826	 	
Accrued dividends	 	 	1,266	 	 	 	-	 	
Deferred rent	 	 	1,268	 	 	 	1,238	 	
Total long-term liabilities	 	 	2,534	 	 	 	1,238	 	
Total liabilities	 	 	27,387	 	 	 	20,064	 	
 	 	 	 	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,778,613 and outstanding 8,176,417 shares at December 31, 2013; issued 8,526,598 and outstanding 8,031,045 shares at December 31, 2012	 	 	88	 	 	 	 
85	 	
Additional paid-in capital	 	 	100,955	 	 	 	88,483	 	
Treasury stock, at cost – 602,196 shares at December 31, 2013; 495,553 shares at December 31, 2012	 	 	(23,169	)	 	 	(18,502	)	
Accumulated other comprehensive income (loss)	 	 	(257	)	 	 	30	 	
Retained earnings	 	 	11,016	 	 	 	6,455	 	
Total stockholders’ equity	 	 	88,633	 	 	 	76,551	 	
Total liabilities and stockholders’ equity	 	$	116,020	 	 	$	96,615	 	

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
(unaudited)	
 	 	 	
 	 	Year ended December 31,	
 	 	 	2013	 	 	 	2012	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	17,891	 	 	$	12,090	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	410	 	 	 	349	 	
Amortization of intangible assets	 	 	359	 	 	 	472	 	
(Gain) on sale of available for sale investment	 	 	-	 	 	 	(1,900	)	
Unrealized (gains) losses on trading investments	 	 	325	 	 	 	(344	)	
Loss on disposal of property	 	 	-	 	 	 	1	 	
Restricted stock amortization	 	 	11,595	 	 	 	10,515	 	
Deferred income taxes	 	 	(907	)	 	 	(1,817	)	
Excess tax benefits from stock based compensation	 	 	(694	)	 	 	(676	)	
Net purchases of investments – trading securities	 	 	(4,993	)	 	 	(7,692	)	
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(5,702	)	 	 	(1,208	)	
Other current assets	 	 	(887	)	 	 	61	 	
Accounts payable and accrued liabilities	 	 	450	 	 	 	(39	)	
Compensation and benefits payable	 	 	3,598	 	 	 	1,846	 	
Income taxes payable and prepaid income taxes	 	 	160	 	 	 	2,147	 	
Other liabilities	 	 	102	 	 	 	(25	)	
Net cash provided by operating activities	 	 	21,707	 	 	 	13,780	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Sale of available for sale investment	 	 	-	 	 	 	1,900	 	
Purchases of property and equipment	 	 	(1,201	)	 	 	(264	)	
Net cash (used in) provided by investing activities	 	 	(1,201	)	 	 	1,636	 	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchases of treasury stock	 	 	(4,667	)	 	 	(3,796	)	
Excess tax benefits from stock based compensation	 	 	694	 	 	 	676	 	
Proceeds from exercise of stock options	 	 	-	 	 	 	210	 	
Cash dividends	 	 	(9,330	)	 	 	(13,981	)	
Net cash used in financing activities	 	 	(13,303	)	 	 	(16,891	)	
Effect of currency rate changes on cash	 	 	(156	)	 	 	28	 	
NET INCREASE IN CASH AND CASH EQUIVALENTS	 	 	7,047	 	 	 	(1,447	)	
Cash and cash equivalents, beginning of period	 	 	3,817	 	 	 	5,264	 	
Cash and cash equivalents, end of period	 	$	10,864	 	 	$	3,817	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the period for income taxes	 	$	11,031	 	 	$	7,600	 	

 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
Reconciliation of Net Income to Economic Earnings	
(in thousands, except per share data and share amounts)	
(unaudited)	
 	 	 	 	 	
 	 	Three Months Ended	
 	 	December 31,
2013	 	September 30,
2013	 	December 31,
2012	
 	 	 	 	 	 	 	
Net Income	 	$	5,860	 	$	4,319	 	$	3,603	
Add: Restricted stock expense	 	 	3,016	 	 	2,887	 	 	2,880	
Add: Intangible amortization	 	 	90	 	 	90	 	 	106	
Add: Tax benefit from goodwill amortization	 	 	38	 	 	38	 	 	38	
Economic earnings	 	$	9,004	 	$	7,334	 	$	6,627	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,684,619	 	 	7,558,136	 	 	7,424,890	
Economic EPS	 	$	1.17	 	$	0.97	 	$	0.89	
 	 	 	 	 	
 	 	 	 	Year Ended	
 	 	 	 	December 31,
2013	 	December 31,
2012	
 	 	 	 	 	 	 	
Net Income	 	 	 	$	17,891	 	$	12,090	
Add: Restricted stock expense	 	 	 	 	11,595	 	 	10,515	
Add: Intangible amortization	 	 	 	 	359	 	 	472	
Add: Tax benefit from goodwill amortization	 	 	 	 	152	 	 	154	
Economic earnings	 	 	 	$	29,997	 	$	23,231	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	 	 	7,643,051	 	 	7,338,104	
Economic EPS	 	 	 	$	3.92	 	$	3.17	
 	 	 	 	 	 	 	 	 	
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 equity-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.
Mark A. Wallace, 214-756-6900
Chief Financial Officer