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): October 28, 2004

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

Delaware                    001-31234                    75-2969997
(State or other jurisdiction       (Commission                 (IRS Employer
of incorporation)              File Number)              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 October 28, 2004, Westwood Holdings Group, Inc. issued a press release
entitled "Westwood Holdings Group, Inc. Reports Third Quarter 2004 Results and
Declares Quarterly Dividend," 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 $0.08 per common share, payable on January 1, 2005
to stockholders of record on December 15, 2004.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit Number                Description

99.1              Press Release dated October 28, 2004, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2004 Results and
Declares Quarterly Dividend"

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: October 29, 2004

WESTWOOD HOLDINGS GROUP, INC.

By: /s/  Brian O. Casey                
---------------------------
Brian O. Casey,
President and Chief Operating Officer

EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------

99.1                    Press Release dated October 28, 2004, entitled "Westwood
Holdings Group, Inc. Reports Third Quarter 2004 Results
and Declares Quarterly Dividend"

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Third Quarter 2004 Results
and Declares Quarterly Dividend

Dallas,  October 28, 2004 - Westwood  Holdings  Group,  Inc.  (NYSE:  WHG) today
reported  2004 third quarter  revenues of $4.9 million,  net income of $685,000,
and  earnings  per  diluted  share of $0.13.  This  compares to revenues of $5.3
million,  net income of $1.3 million and earnings per diluted  share of $0.24 in
the third  quarter  of 2003.  For the nine  months  ended  September  30,  2004,
Westwood reported  revenues of $14.9 million and net income of $2.8 million,  or
$0.51 per diluted share, compared to revenues of $15.4 million and net income of
$3.8 million,  or $0.70 per diluted share, for the same 2003 period. The Company
realized  non-recurring  interest  income  in  the  third  quarter  of  2003  of
approximately $377,000 related to the final repayment of officer loans.

Total  expenses for the 2004 third  quarter  were $3.8 million  compared to $3.1
million  for the 2003 third  quarter,  an increase  of  approximately  $622,000.
Employee  compensation  and benefits costs increased by  approximately  $481,000
compared to the 2003 third quarter,  primarily as a result of higher  restricted
stock  expense  due to  additional  grants  made in July 2004,  a  non-recurring
expense in the 2004 third quarter  related to the  termination  of the Company's
deferred  compensation  plan as  well as an  expense  related  to the  Company's
initial contribution to its broad-based profit sharing plan. The Company expects
to  recognize a similar  profit  sharing  expense in the fourth  quarter of this
year.  Professional  services expenses  increased by approximately  $119,000 due
primarily to higher audit costs related to Sarbanes-Oxley compliance.

Assets under  management were $3.8 billion as of September 30, 2004, an increase
of 3.8%  compared to $3.6 billion on September  30, 2003.  Average  assets under
management  for the third quarter of 2004 were $3.8 billion,  a decrease of 4.5%
compared  with the third  quarter of 2003.  The increase in period ending assets
under management was principally  attributable to market  appreciation of assets
under  management,  partially  offset by the  withdrawal  of  assets by  certain
clients.

Susan M. Byrne,  Westwood's founder and Chief Executive Officer  commented,  "In
the third quarter we continued to see the results of the solid  investment  team
we have built as we again  generated  superior  investment  performance  for our
clients across our equity product lines. We also earned continued  acceptance of
the  Westwood  Trust  Enhanced  Balanced  product as asset  inflows from new and
existing clients  contributed to an approximate 25%  year-over-year  increase in
fee income at Westwood Trust for the first nine months of 2004."

Westwood  also  announced  today that its Board of  Directors  has  approved the
payment of a  quarterly  cash  dividend  of $0.08 per common  share,  payable on
January 1, 2005 to stockholders of record on December 15, 2004.

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 and foundations,  mutual funds and clients of Westwood Trust.
Westwood Trust provides,  to institutions and high net worth individuals,  trust
and custodial services and participation in common trust funds that it sponsors.
Westwood  Holdings  Group,  Inc. trades on the New York Stock Exchange under the
symbol  "WHG."  For more  information,  please  visit the  Company's  website at
www.westwoodgroup.com.

Note on Forward-looking Statements

Statements that are not purely  historical  facts,  including  statements  about
anticipated or expected future revenue and earnings growth and profitability, as
well as  other  statements  including  words  such as  "anticipate,"  "believe,"
"plan,"  "estimate,"  "expect,"  "intend,"  "should," "could," "goal," "target,"
"designed," "on track,"  "continue,"  "comfortable  with,"  "optimistic,"  "look
forward to" 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.  These
forward-looking statements are subject to known and unknown risks, uncertainties
and other  factors,  which may cause actual  results to be materially  different
from those contemplated by the forward-looking  statements. Such factors include
the risks and uncertainties referenced in our documents filed with, or furnished
to, the Securities and Exchange  Commission,  including without limitation those
identified  under the caption  "Forward-Looking  Statements and Risk Factors" in
the Company's  Annual Report on Form 10-K filed with the Securities and Exchange
Commission.  We  undertake  no  obligation  to  publicly  update or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or  otherwise.  Readers  are  cautioned  not to place  undue  reliance on
forward-looking statements.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)

Three months ended  Nine months ended
September 30,      September 30,
-------------------- ------------------
2004      2003      2004     2003
---------- --------- --------- --------
REVENUES:
Advisory fees .......................    $3,171    $3,491    $9,840   $10,804
Trust fees ..........................     1,430     1,260     4,324     3,470
Other revenues ......................       333       539       753     1,098
-------   -------   -------   -------
Total revenues ....................     4,934     5,290    14,917    15,372
-------   -------   -------   -------

EXPENSES:
Employee compensation and benefits ..     2,657     2,176     7,341     6,497
Sales and marketing .................       113       130       361       451
Information technology ..............       172       214       504       597
Professional services ...............       376       258       847       676
General and administrative ..........       450       368     1,270     1,080
-------   -------   -------   -------
Total expenses ....................     3,768     3,146    10,323     9,301
-------   -------   -------   -------
Income before income taxes .............     1,166     2,144     4,594     6,071
Provision for income tax expense .......       481       825     1,804     2,303
-------   -------   -------   -------
Net income .............................      $685    $1,319    $2,790    $3,768
=======   =======   =======   =======

Earnings per share:
Basic ...............................     $0.13     $0.24     $0.52     $0.70
Diluted .............................     $0.13     $0.24     $0.51     $0.70

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
.........
CONSOLIDATED BALANCE SHEETS
As of September 30, 2004 and December 31, 2003
(in thousands, except par values and share amounts)
(unaudited)

September 30,  December 31,
2004           2003
-------------  ------------
ASSETS
Current Assets:

Cash and cash equivalents ..............................................   $  5,301       $  3,643
Accounts receivable ....................................................      1,999          1,931
Investments, at market value ...........................................     17,784         17,413
--------       --------
Total current assets ...............................................     25,084         22,987
Goodwill ...............................................................      2,302          2,302
Other assets, net ......................................................      2,891            948
--------       --------
Total assets .......................................................   $ 30,277       $ 26,237
========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY                                       
Current Liabilities:                                                                           
Accounts payable and accrued liabilities ...............................   $  1,422       $    935
Dividends payable ......................................................      4,778            167
Compensation and benefits payable ......................................      2,312          2,776
Income taxes payable ...................................................        193            472
--------       --------
Total current liabilities ..........................................      8,705          4,350
Other liabilities ......................................................        840             34
--------       --------
Total liabilities ..................................................      9,545          4,384
--------       --------
Stockholders' Equity:                                                                          
Common stock, $0.01 par value, authorized 10,000,000 shares, issued                       
5,756,147 and outstanding 5,755,845 shares at September 30, 2004; issued                  
5,550,472 and outstanding 5,550,119 shares at December 31, 2003                  58             56
Additional paid-in capital .............................................     16,928         12,952
Treasury  stock,  at cost - 302 shares at  September 30, 2004 and 353
shares at December 31, 2003 ............................................         (5)            (6)
Unamortized stock compensation .........................................     (5,277)        (2,609)
Retained earnings ......................................................      9,028         11,460
--------       --------
Total stockholders' equity .........................................     20,732         21,853
--------       --------
Total liabilities and stockholders' equity ..................................   $ 30,277       $ 26,237
========       ========

SOURCE: Westwood Holdings Group, Inc.

# # #

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