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 19, 2011

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 October 19, 2011, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2011 Results and Increases Quarterly Dividend; Quarterly Net Income Increases 26% Year-over-year”, 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 $0.37 per common share payable on January 2, 2012 to stockholders of record on December 15, 2011.

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 October 19, 2011, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2011 Results and Increases Quarterly Dividend; Quarterly Net Income Increases 26% Year-over-year”.	

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 19, 2011	 	 	 	

 	 	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 October 19, 2011, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2011 Results and Increases Quarterly Dividend; Quarterly Net Income Increases 26% Year-over-year”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Third Quarter 2011 Results and Increases Quarterly Dividend; Quarterly Net Income Increases 26% Year-over-year

DALLAS--(BUSINESS WIRE)--October 19, 2011--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2011 third quarter revenues of $16.0 million, net income of $3.3 million and earnings per diluted share of $0.46. This compares to revenues of $13.5 million, net income of $2.6 million and earnings per diluted share of $0.38 in the third quarter of 2010. Economic Earnings were $5.9 million compared to $5.0 million for the third quarter of 2010. Economic Earnings per share (“Economic EPS”) were $0.81 per diluted share compared to $0.73 per diluted share for the third 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 increased by $1.0 billion, or 9.5%, to $11.7 billion at September 30, 2011, compared with $10.6 billion at September 30, 2010. The increase was primarily due to asset inflows from new and existing clients and the acquisition of McCarthy Group Advisors in November 2010, partially offset by the withdrawal of assets by certain clients and market depreciation of assets under management. Mutual fund assets were $1.1 billion as of September 30, 2011, an increase of 43% compared to assets of $760 million as of September 30, 2010, primarily driven by net asset inflows.

Brian Casey, Westwood’s President & CEO, commented, “While the market environment was very challenging in the third quarter, with most indexes posting double digit losses, we were pleased that new and existing clients continued to show confidence in our products as we achieved our third consecutive quarter of net positive flows. Delivering strong risk-adjusted performance to our clients remains our top priority. We also continue to utilize our strong financial position to invest in our business by adding additional talent and depth to our team as well as implementing several technology upgrades to enhance efficiencies and improve our client reporting capabilities.”

Westwood’s Board of Directors declared a quarterly cash dividend of $0.37 per common share, an increase from the previous quarterly dividend of $0.35 per share, payable on January 2, 2012 to stockholders of record on December 15, 2011.

For the nine months ended September 30, 2011, Westwood reported revenues of $51.9 million, net income of $10.6 million and earnings per diluted share of $1.47, compared to revenues of $39.9 million, net income of $8.0 million and earnings per diluted share of $1.11, for the same 2010 period. Year-to-date 2011 results include the impact of a performance-based fee of approximately $991,000. Economic Earnings for the nine months ended September 30, 2011 were $18.7 million compared to $15.1 million for the same period in 2010, while Economic EPS for the nine months ended September 30, 2011 were $2.59 per diluted share compared to $2.24 per diluted share for the same period in 2010.

Total expenses for the third quarter were $10.8 million compared with $9.4 million for the third quarter of 2010. Economic Expenses were $8.2 million compared with $6.9 million for the third quarter of 2010. (An explanation and reconciliation of Economic Expenses to total expenses is included in the attached tables.)

Westwood will host a conference call to discuss third quarter 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 at  www.westwoodgroup.com  under the Investor Relations tab and will be available for replay through October 26 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2591391.

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 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 INCOME
(in thousands, except per share data)
(unaudited)	
 	 	 	 	 	 	 	
 	 	Three months ended
September 30,	 	 	 	Nine months ended
September 30,	
 	 	2011	 	 	2010	 	 	 	2011	 	 	2010	
REVENUES:	 	 	 	 	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	 	 	 	 	
Asset-based	 	$	13,376	 	 	 	$	10,157	 	 	 	$	41,034	 	 	 	$	30,457	
Performance-based	 	 	-	 	 	 	 	-	 	 	 	 	991	 	 	 	 	-	
Trust fees	 	 	3,468	 	 	 	 	2,834	 	 	 	 	10,297	 	 	 	 	8,950	
Other revenues, net	 	 	(796	)	 	 	 	482	 	 	 	 	(406	)	 	 	 	476	
Total revenues	 	 	16,048	 	 	 	 	13,473	 	 	 	 	51,916	 	 	 	 	39,883	
 	 	 	 	 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	8,295	 	 	 	 	7,296	 	 	 	 	27,084	 	 	 	 	21,447	
Sales and marketing	 	 	221	 	 	 	 	181	 	 	 	 	666	 	 	 	 	569	
WHG mutual funds	 	 	34	 	 	 	 	83	 	 	 	 	523	 	 	 	 	344	
Information technology	 	 	503	 	 	 	 	328	 	 	 	 	1,503	 	 	 	 	977	
Professional services	 	 	710	 	 	 	 	817	 	 	 	 	2,438	 	 	 	 	1,916	
General and administrative	 	 	988	 	 	 	 	657	 	 	 	 	2,870	 	 	 	 	2,026	
Total expenses	 	 	10,751	 	 	 	 	9,362	 	 	 	 	35,084	 	 	 	 	27,279	
Income before income taxes	 	 	5,297	 	 	 	 	4,111	 	 	 	 	16,832	 	 	 	 	12,604	
Provision for income taxes	 	 	2,014	 	 	 	 	1,512	 	 	 	 	6,263	 	 	 	 	4,579	
Net income	 	$	3,283	 	 	 	$	2,599	 	 	 	$	10,569	 	 	 	$	8,025	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.47	 	 	 	$	0.39	 	 	 	$	1.51	 	 	 	$	1.13	
Diluted	 	$	0.46	 	 	 	$	0.38	 	 	 	$	1.47	 	 	 	$	1.11	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends declared per share	 	$	0.35	 	 	 	$	0.33	 	 	 	$	1.05	 	 	 	$	0.99	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2011 and December 31, 2010
(in thousands, except par value and share amounts)	
 	 	 	 	 	 	
 	 	September 30,
2011
(unaudited)	 	 	December 31,
2010	
ASSETS	 	 	 	 	 	
Current Assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	4,572	 	 	 	$	1,744	 	
Accounts receivable	 	 	7,997	 	 	 	 	7,348	 	
Investments, at fair value	 	 	48,830	 	 	 	 	43,300	 	
Deferred income taxes	 	 	2,383	 	 	 	 	2,757	 	
Prepaid income taxes	 	 	1,428	 	 	 	 	-	 	
Other current assets	 	 	869	 	 	 	 	733	 	
Total current assets	 	 	66,079	 	 	 	 	55,882	 	
Goodwill	 	 	11,338	 	 	 	 	11,281	 	
Intangible assets, net	 	 	4,745	 	 	 	 	5,119	 	
Property and equipment, net of accumulated depreciation of $1,697 and $1,542	 	 	2,038	 	 	 	 	346	 	
Total assets	 	$	84,200	 	 	 	$	72,628	 	
 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,461	 	 	 	$	1,290	 	
Dividends payable	 	 	2,628	 	 	 	 	-	 	
Compensation and benefits payable	 	 	10,073	 	 	 	 	9,369	 	
Income taxes payable	 	 	-	 	 	 	 	173	 	
Deferred acquisition liability	 	 	773	 	 	 	 	899	 	
Other current liabilities	 	 	14	 	 	 	 	13	 	
Total current liabilities	 	 	14,949	 	 	 	 	11,744	 	
Deferred income taxes	 	 	1,276	 	 	 	 	117	 	
Dividends payable	 	 	224	 	 	 	 	-	 	
Deferred rent	 	 	1,233	 	 	 	 	90	 	
Total long-term liabilities	 	 	2,733	 	 	 	 	207	 	
Total liabilities	 	 	17,682	 	 	 	 	11,951	 	
Stockholders’ Equity:	 	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,091,068 and outstanding 7,696,093 shares at September 30, 2011; issued 7,874,873 and outstanding 7,645,678 shares at December 31, 2010	 	 	 
81	 	 	 	 	 
79	 	
Additional paid-in capital	 	 	74,198	 	 	 	 	65,639	 	
Treasury stock, at cost – 394,975 shares at September 30, 2011; 229,195 shares at December 31, 2010	 	 	(14,607	)	 	 	 	(8,749	)	
Accumulated other comprehensive income, net of deferred taxes	 	 	1,643	 	 	 	 	926	 	
Retained earnings	 	 	5,203	 	 	 	 	2,782	 	
Total stockholders’ equity	 	 	66,518	 	 	 	 	60,677	 	
Total liabilities and stockholders’ equity	 	$	84,200	 	 	 	$	72,628	 	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)	
 	 	 	
 	 	For the nine months
ended September 30,	
 	 	2011	 	 	2010	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	
Net income	 	$	10,569	 	 	 	$	8,025	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
Depreciation	 	 	184	 	 	 	 	206	 	
Amortization of intangible assets	 	 	374	 	 	 	 	79	 	
Fair value adjustment of deferred acquisition liabilities	 	 	(126	)	 	 	 	46	 	
Unrealized (gains) and losses on trading investments	 	 	682	 	 	 	 	(312	)	
Restricted stock amortization	 	 	7,601	 	 	 	 	6,927	 	
Deferred income taxes	 	 	1,147	 	 	 	 	205	 	
Excess tax benefits from stock based compensation	 	 	(692	)	 	 	 	(979	)	
Net purchases of investments – trading securities	 	 	(5,109	)	 	 	 	(3,872	)	
Change in operating assets and liabilities:	 	 	 	 	 	
Accounts receivable	 	 	(649	)	 	 	 	(181	)	
Other current assets	 	 	(168	)	 	 	 	86	 	
Accounts payable and accrued liabilities	 	 	170	 	 	 	 	354	 	
Compensation and benefits payable	 	 	704	 	 	 	 	478	 	
Income taxes payable and prepaid income taxes	 	 	(706	)	 	 	 	(588	)	
Other liabilities	 	 	335	 	 	 	 	(59	)	
Net cash provided by operating activities	 	 	14,316	 	 	 	 	10,415	 	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	
Purchases of available for sale investments	 	 	-	 	 	 	 	(39,877	)	
Sales of available for sale investments	 	 	-	 	 	 	 	39,257	 	
Purchase of property and equipment	 	 	(1,092	)	 	 	 	(43	)	
Net cash used in investing activities	 	 	(1,092	)	 	 	 	(663	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	
Purchase of treasury stock	 	 	(5,858	)	 	 	 	(2,723	)	
Excess tax benefits from stock based compensation	 	 	692	 	 	 	 	979	 	
Cash dividends	 	 	(5,295	)	 	 	 	(7,231	)	
Proceeds from exercise of stock options	 	 	65	 	 	 	 	183	 	
Net cash used in financing activities	 	 	(10,396	)	 	 	 	(8,792	)	
 	 	 	 	 	 	
NET INCREASE IN CASH	 	 	2,828	 	 	 	 	960	 	
Cash and cash equivalents, beginning of period	 	 	1,744	 	 	 	 	2,879	 	
Cash and cash equivalents, end of period	 	$	4,572	 	 	 	$	3,839	 	
 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	
Cash paid during the period for income taxes	 	$	5,877	 	 	 	$	4,961	 	

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
September 30	 	 	 	%	
 	 	2011	 	 	2010	 	 	 	Change	
Net Income	 	$	3,283	 	 	 	$	2,599	 	 	 	 	26	%	
Add: Restricted stock expense	 	 	2,409	 	 	 	 	2,387	 	 	 	 	1	 	
Add: Intangible amortization	 	 	125	 	 	 	 	26	 	 	 	 	381	 	
Add: Tax benefit from goodwill amortization	 	 	47	 	 	 	 	9	 	 	 	 	422	 	
Economic earnings	 	$	5,864	 	 	 	$	5,021	 	 	 	 	17	 	
 	 	 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,216,138	 	 	 	 	6,866,528	 	 	 	 	5	 	
Economic earnings per share	 	$	0.81	 	 	 	$	0.73	 	 	 	 	11	 	
 	 	 	 	 	 	 	 	 	 	
Total expenses	 	$	10,751	 	 	 	$	9,362	 	 	 	 	15	 	
Less: Restricted stock expense	 	 	(2,409	)	 	 	 	(2,387	)	 	 	 	1	 	
Less: Intangible amortization	 	 	(125	)	 	 	 	(26	)	 	 	 	381	 	
Economic expenses	 	$	8,217	 	 	 	$	6,949	 	 	 	 	18	%	

 	 	Nine Months Ended
September 30	 	 	 	%	
 	 	2011	 	 	2010	 	 	 	Change	
Net Income	 	$	10,569	 	 	 	$	8,025	 	 	 	 	32	%	
Add: Restricted stock expense	 	 	7,601	 	 	 	 	6,927	 	 	 	 	10	 	
Add: Intangible amortization	 	 	374	 	 	 	 	79	 	 	 	 	373	 	
Add: Tax benefit from goodwill amortization	 	 	142	 	 	 	 	28	 	 	 	 	407	 	
Economic earnings	 	$	18,686	 	 	 	$	15,059	 	 	 	 	24	 	
 	 	 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,204,335	 	 	 	 	6,710,716	 	 	 	 	7	 	
Economic earnings per share	 	$	2.59	 	 	 	$	2.24	 	 	 	 	16	 	
 	 	 	 	 	 	 	 	 	 	
Total expenses	 	$	35,084	 	 	 	$	27,279	 	 	 	 	29	 	
Less: Restricted stock expense	 	 	(7,601	)	 	 	 	(6,927	)	 	 	 	10	 	
Less: Intangible amortization	 	 	(374	)	 	 	 	(79	)	 	 	 	373	 	
Economic expenses	 	$	27,109	 	 	 	$	20,273	 	 	 	 	34	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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