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 2, 2012

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 2, 2012, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports 2011 Results; Revenues Increase 25% Year-over-year; Net Income Increases 30% Year-over-year; Mutual Fund Assets Increase 33% Year-over-year to Record $1.3 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, 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 $0.37 per common share payable on April 2, 2012 to stockholders of record on March 15, 2012.

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 2, 2012, entitled “Westwood Holdings Group, Inc. Reports 2011 Results; Revenues Increase 25% Year-over-year; Net Income Increases 30% Year-over-year; Mutual Fund Assets Increase 33% Year-over-year to Record $1.3 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 2, 2012	 	 	 	

 	 	WESTWOOD HOLDINGS GROUP, INC.	 	

 	 	By:	/s/ William R. Hardcastle, Jr.	 	
 	 	 	William R. Hardcastle, Jr.,	 	
 	 	 	Chief Financial Officer	 	

EXHIBIT INDEX
Exhibit Number	Description	
 	 	
99.1	Press Release dated February 2, 2012, entitled “Westwood Holdings Group, Inc. Reports 2011 Results; Revenues Increase 25% Year-over-year; Net Income Increases 30% Year-over-year; Mutual Fund Assets Increase 33% Year-over-year to Record $1.3 Billion”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports 2011 Results; Revenues Increase 25% Year-over-year; Net Income Increases 30% Year-over-year; Mutual Fund Assets Increase 33% Year-over-year to Record $1.3 Billion

DALLAS--(BUSINESS WIRE)--February 2, 2012--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2011 fourth quarter revenues of $17.0 million, net income of $4.1 million and earnings per diluted share of $0.57. This compares to revenues of $15.4 million, net income of $3.3 million and earnings per diluted share of $0.46 in the fourth quarter of 2010. Economic Earnings were $6.7 million compared to $5.7 million for the fourth quarter of 2010. Economic Earnings per share (“Economic EPS”) were $0.92 per diluted share compared to $0.81 per diluted share for the fourth quarter of 2010. (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.)

Assets under management stood at $13.1 billion as of December 31, 2011, an increase of 5% compared to $12.5 billion as of December 31, 2010. The increase was primarily due to asset inflows from new and existing clients, partially offset by withdrawal of assets by certain clients. Mutual fund assets, now comprising eight WHG Funds, reached $1.3 billion as of December 31, 2011, an increase of 33% compared to $970 million as of December 31, 2010.

Brian Casey, Westwood’s President & CEO, commented, “The market environment in 2011 was marked by significant volatility and modest returns for investors. Despite the volatile market, net asset inflows aggregated over $660 million in 2011. Our WHG Funds delivered 33% organic growth and our Income Opportunity product received increasing institutional interest along with strong interest from individual investors, approaching $1 billion in assets at year-end. Net Private Wealth channel inflows accelerated in the second half as the Omaha office gained traction under the Westwood banner and the Dallas office won several meaningful new accounts. We achieved record revenue and net income in 2011 as our business continues to expand, including the first full year of operations for the Omaha office. Our strong financial position enabled us to make several investments that enhance our ability to serve our clients, improve operational efficiencies and strengthen our platform to support additional business growth.”

Westwood’s Board of Directors declared a quarterly cash dividend of $0.37 per common share, payable on April 2, 2012 to stockholders of record on March 15, 2012.

For the year ended December 31, 2011, Westwood reported revenues of $68.9 million, net income of $14.7 million and earnings per diluted share of $2.04, compared to revenues of $55.3 million, net income of $11.3 million and earnings per diluted share of $1.58 for 2010. Economic Earnings for the year ended December 31, 2011 were $25.3 million compared to $20.8 million for 2010, while Economic EPS for the year ended December 31, 2011 were $3.52 per diluted share compared to $3.06 per diluted share for 2010.

Total expenses for the fourth quarter were $10.7 million compared with $10.3 million for the fourth quarter of 2010. Economic Expenses were $8.2 million compared with $7.9 million for the fourth quarter of 2010. (Economic Expenses are non-GAAP performance measures and are explained and reconciled with the most comparable GAAP number in the attached tables.)

Westwood will host a conference call to discuss 2011 results and other business updates at 4:30 p.m. Eastern time today. To join the conference call, dial 866-337-6663 (domestic) or 904-520-5771 (international). The conference call can also be accessed via the Investor Relations page at westwoodgroup.com and will be available for replay through February 9 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2735861.

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, individuals 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 our website at www.westwoodgroup.com.

For more information on the WHG Funds, please visit 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; 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, 2010 and its quarterly report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2011. 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,	 	Year ended
December 31,	
 	 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
REVENUES:	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	
Asset-based	 	$	13,212	 	$	11,696	 	$	54,246	 	$	42,153	 	
Performance-based	 	 	-	 	 	-	 	 	991	 	 	-	 	
Trust fees	 	 	3,156	 	 	3,101	 	 	13,453	 	 	12,051	 	
Other revenues, net	 	 	625	 	 	633	 	 	219	 	 	1,109	 	
Total revenues	 	 	16,993	 	 	15,430	 	 	68,909	 	 	55,313	 	
 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	7,997	 	 	7,554	 	 	35,081	 	 	29,001	 	
Sales and marketing	 	 	328	 	 	254	 	 	994	 	 	823	 	
WHG mutual funds	 	 	267	 	 	318	 	 	790	 	 	662	 	
Information technology	 	 	551	 	 	374	 	 	2,054	 	 	1,351	 	
Professional services	 	 	543	 	 	1,025	 	 	2,981	 	 	2,941	 	
General and administrative	 	 	1,030	 	 	788	 	 	3,900	 	 	2,814	 	
Total expenses	 	 	10,716	 	 	10,313	 	 	45,800	 	 	37,592	 	
Income before income taxes	 	 	6,277	 	 	5,117	 	 	23,109	 	 	17,721	 	
Provision for income taxes	 	 	2,160	 	 	1,862	 	 	8,423	 	 	6,441	 	
Net income	 	 	4,117	 	 	3,255	 	 	14,686	 	 	11,280	 	
Other comprehensive income-unrealized gain (loss) on investment securities, net of income taxes of $174, $26, $559 and $(341), respectively	 	 	297	 	 	49	 	 	1,014	 	 	(633	)	
Total comprehensive income	 	$	4,414	 	$	3,304	 	$	15,700	 	$	10,647	 	
 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.59	 	$	0.48	 	$	2.11	 	$	1.62	 	
Diluted	 	$	0.57	 	$	0.46	 	$	2.04	 	$	1.58	 	

 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2011 and 2010
(in thousands, except par value and share amounts)	
 	 	 	 	 	
 	 	 	2011	 	 	 	2010	 	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	5,264	 	 	$	1,744	 	
Accounts receivable	 	 	7,707	 	 	 	7,348	 	
Investments, at fair value	 	 	54,868	 	 	 	43,300	 	
Deferred income taxes	 	 	3,142	 	 	 	2,757	 	
Other current assets	 	 	1,501	 	 	 	733	 	
Total current assets	 	 	72,482	 	 	 	55,882	 	
Goodwill	 	 	11,255	 	 	 	11,281	 	
Intangible assets, net	 	 	4,621	 	 	 	5,119	 	
Property and equipment, net of accumulated depreciation of $1,647 and $1,542	 	 	2,239	 	 	 	346	 	
Total assets	 	$	90,597	 	 	$	72,628	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,674	 	 	$	1,290	 	
Dividends payable	 	 	3,074	 	 	 	-	 	
Compensation and benefits payable	 	 	12,677	 	 	 	9,369	 	
Income taxes payable	 	 	85	 	 	 	173	 	
Deferred acquisition liability	 	 	-	 	 	 	899	 	
Other current liabilities	 	 	13	 	 	 	13	 	
Total current liabilities	 	 	17,523	 	 	 	11,744	 	
Deferred income taxes	 	 	969	 	 	 	117	 	
Deferred rent	 	 	1,348	 	 	 	90	 	
Total long-term liabilities	 	 	2,317	 	 	 	207	 	
Total liabilities	 	 	19,840	 	 	 	11,951	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,105,018 and outstanding 7,707,189 shares at December 31, 2011; issued 7,874,873 and outstanding 7,645,678 shares at December 31, 2010	 	 	 
81	 	 	 	 
79	 	
Additional paid-in capital	 	 	76,969	 	 	 	65,639	 	
Treasury stock, at cost – 397,829 shares at December 31, 2011; 229,195 shares at December 31, 2010	 	 	(14,706	)	 	 	(8,749	)	
Accumulated other comprehensive income	 	 	1,940	 	 	 	926	 	
Retained earnings	 	 	6,473	 	 	 	2,782	 	
Total stockholders’ equity	 	 	70,757	 	 	 	60,677	 	
Total liabilities and stockholders’ equity	 	$	90,597	 	 	$	72,628	 	

 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)	
 	 	 	 	 	
 	 	 	2011	 	 	 	2010	 	
 	 	 	 	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	14,686	 	 	$	11,280	 	
Adjustments to reconcile net income to net cash provided by operating activities, net of business combinations:	 	 	 	 	
Depreciation	 	 	264	 	 	 	274	 	
Amortization of intangible assets	 	 	498	 	 	 	155	 	
Fair value adjustment of deferred acquisition liabilities	 	 	(31	)	 	 	156	 	
Unrealized losses (gains) on investments	 	 	291	 	 	 	(694	)	
Loss on disposal of property	 	 	20	 	 	 	-	 	
Restricted stock amortization	 	 	9,969	 	 	 	9,269	 	
Deferred income taxes	 	 	(93	)	 	 	(350	)	
Excess tax benefits from stock based compensation	 	 	(805	)	 	 	(1,026	)	
Net purchases of investments – trading securities	 	 	(10,285	)	 	 	(714	)	
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(359	)	 	 	(572	)	
Other current assets	 	 	(755	)	 	 	(18	)	
Accounts payable and accrued liabilities	 	 	381	 	 	 	(2,167	)	
Compensation and benefits payable	 	 	3,308	 	 	 	2,343	 	
Income taxes payable and prepaid taxes	 	 	989	 	 	 	838	 	
Other liabilities	 	 	470	 	 	 	(497	)	
Net cash provided by operating activities	 	 	18,548	 	 	 	18,277	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchases of money market funds – available for sale	 	 	-	 	 	 	(39,877	)	
Sales of money market funds – available for sale	 	 	-	 	 	 	39,257	 	
Cash paid for business combination, net of cash acquired	 	 	(816	)	 	 	(4,993	)	
Purchases of property and equipment	 	 	(1,431	)	 	 	(49	)	
Sale of property and equipment	 	 	3	 	 	 	-	 	
Net cash used in investing activities	 	 	(2,244	)	 	 	(5,662	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchases of treasury stock	 	 	(5,957	)	 	 	(2,723	)	
Excess tax benefits from stock based compensation	 	 	805	 	 	 	1,026	 	
Proceeds from exercise of stock options	 	 	286	 	 	 	213	 	
Cash dividends	 	 	(7,918	)	 	 	(12,266	)	
Net cash used in financing activities	 	 	(12,784	)	 	 	(13,750	)	
 	 	 	 	 	
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	 	 	3,520	 	 	 	(1,135	)	
Cash and cash equivalents, beginning of year	 	 	1,744	 	 	 	2,879	 	
Cash and cash equivalents, end of year	 	$	5,264	 	 	$	1,744	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the year for income taxes	 	$	7,502	 	 	$	5,937	 	

 	 	 	 	 	
Reconciliation of Net Income to Economic Earnings and Total Expenses to Economic Expenses
(in thousands, except per share data and share amounts)
(unaudited)	
 	 	 	 	 	
 	 	Three Months Ended
December 31	 	%	
 	 	 	2011	 	 	 	2010	 	 	Change	
Net Income	 	$	4,117	 	 	$	3,255	 	 	26	%	
Add: Restricted stock expense	 	 	2,367	 	 	 	2,342	 	 	1	 	
Add: Intangible amortization	 	 	125	 	 	 	76	 	 	64	 	
Add: Tax benefit from goodwill amortization	 	 	47	 	 	 	31	 	 	52	 	
Economic earnings	 	$	6,656	 	 	$	5,704	 	 	17	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,211,526	 	 	 	7,018,633	 	 	3	 	
Economic earnings per share	 	$	0.92	 	 	$	0.81	 	 	14	 	
 	 	 	 	 	 	 	
Total expenses	 	$	10,716	 	 	$	10,313	 	 	4	 	
Less: Restricted stock expense	 	 	(2,367	)	 	 	(2,342	)	 	1	 	
Less: Intangible amortization	 	 	(125	)	 	 	(76	)	 	64	 	
Economic expenses	 	$	8,224	 	 	$	7,895	 	 	4	%	
 	 	 	 	 	 	
 	 	Year Ended
December 31	 	%	
 	 	 	2011	 	 	 	2010	 	 	Change	
Net Income	 	$	14,686	 	 	$	11,280	 	 	30	%	
Add: Restricted stock expense	 	 	9,969	 	 	 	9,269	 	 	8	 	
Add: Intangible amortization	 	 	498	 	 	 	155	 	 	221	 	
Add: Tax benefit from goodwill amortization	 	 	189	 	 	 	59	 	 	220	 	
Economic earnings	 	$	25,342	 	 	$	20,763	 	 	22	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,208,515	 	 	 	6,795,351	 	 	6	 	
Economic earnings per share	 	$	3.52	 	 	$	3.06	 	 	15	 	
 	 	 	 	 	 	 	
Total expenses	 	$	45,800	 	 	$	37,592	 	 	22	 	
Less: Restricted stock expense	 	 	(9,969	)	 	 	(9,269	)	 	8	 	
Less: Intangible amortization	 	 	(498	)	 	 	(155	)	 	221	 	
Economic expenses	 	$	35,333	 	 	$	28,168	 	 	25	%	
 	 	 	 	 	 	 	 	 	 	 	 	
As supplemental information, we are providing non-GAAP performance measures that we refer to as Economic Earnings, Economic Earnings per share (or Economic EPS), and Economic Expenses. We provide these measures in addition to, 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 Economic Earnings, Economic EPS and Economic 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 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. We define Economic 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 Economic Earnings or deduct it when calculating Economic 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 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.
Bill Hardcastle,  214-756-6900