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):  April 19, 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 April 19, 2012, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports First Quarter 2012 Results and Declares Quarterly Dividend; Mutual Fund Assets Increase 24% Year-over-year to Record $1.5 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 $0.37 per common share payable on July 2, 2012 to stockholders of record on June 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 April 19, 2012, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2012 Results and Declares Quarterly Dividend; Mutual Fund Assets Increase 24% Year-over-year to Record $1.5 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:      April 19, 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 April 19, 2012, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2012 Results and Declares Quarterly Dividend; Mutual Fund Assets Increase 24% Year-over-year to Record $1.5 Billion”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports First Quarter 2012 Results and Declares Quarterly Dividend; Mutual Fund Assets Increase 24% Year-over-year to Record $1.5 Billion

DALLAS--(BUSINESS WIRE)--April 19, 2012--Westwood Holdings Group, Inc. (NYSE: WHG) today reported first quarter 2012 revenues of $17.9 million, net income of $3.8 million and earnings per diluted share of $0.52. This compares to revenues of $17.0 million, net income of $3.5 million and earnings per diluted share of $0.50 in the first quarter of 2011. Economic Earnings were $5.8 million compared to $6.1 million for the first quarter of 2011. Economic Earnings per share (“Economic EPS”) were $0.80 per diluted share compared to $0.85 per diluted share for the first quarter of 2011. (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 were $13.9 billion as of March 31, 2012, an increase of 4% compared to $13.3 billion as of March 31, 2011. The increase was primarily due to market appreciation and asset inflows from new and existing clients, partially offset by the withdrawal of assets by certain clients. Mutual fund assets, now comprising eight Westwood Funds TM , were $1.5 billion as of March 31, 2012, an increase of 24% compared to $1.2 billion as of March 31, 2011.

Brian Casey, Westwood’s President & CEO, commented, “With most equity indexes posting strong double digit returns, we are pleased that our investment teams kept pace with the strong market and produced returns ahead of corresponding benchmarks for most of our investment strategies. Our Private Wealth channel reported net asset inflows for the third consecutive quarter as we succeeded in attracting new accounts both in Dallas and Omaha. Our Westwood Funds TM  family of mutual funds continues to grow, with assets of $1.5 billion at quarter end. While we maintain our focus on generating competitive performance and providing superior service for our existing clients, as announced last week, we are pleased to welcome our new team members in Canada who will extend our investment management capabilities with the launch of Emerging Markets and Global Equity strategies.”

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

Total expenses for the first quarter were $11.8 million compared with $11.4 million for the first quarter of 2011. Economic Expenses were $9.8 million compared with $8.9 million for the first quarter of 2011. (Economic Expenses is a non-GAAP performance measure and is explained and reconciled with the most comparable GAAP number in the attached tables.)

Westwood will host a conference call to discuss first quarter 2012 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 (outside the U.S. & Canada). The conference call can also be accessed via the Investor Relations page at westwoodgroup.com and will be available for replay through April 26, 2012 by dialing 888-284-7564 (dial 904-596-3174 outside the U.S. & Canada) and entering passcode 2735881.

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 Westwood Funds TM , 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 Westwood FundsTM, please visit www.westwoodfunds.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,” “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 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, 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 or otherwise.

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	
(in thousands, except per share data)	
(unaudited)	
 	 	 	 	
 	 	 	Three months ended
March 31,	
 	 	 	 	2012	 	 	 	2011	
REVENUES:	 	 	 	 	 	
Advisory fees	 	 	 	 	 	
Asset-based	 	 	$	14,090	 	 	$	13,324	
Trust fees	 	 	 	3,471	 	 	 	3,357	
Other revenues, net	 	 	 	303	 	 	 	328	
Total revenues	 	 	 	17,864	 	 	 	17,009	
 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	
Employee compensation and benefits	 	 	 	8,914	 	 	 	8,655	
Sales and marketing	 	 	 	212	 	 	 	198	
Westwood mutual funds	 	 	 	209	 	 	 	256	
Information technology	 	 	 	596	 	 	 	458	
Professional services	 	 	 	879	 	 	 	935	
General and administrative	 	 	 	970	 	 	 	888	
Total expenses	 	 	 	11,780	 	 	 	11,390	
Income before income taxes	 	 	 	6,084	 	 	 	5,619	
Provision for income taxes	 	 	 	2,299	 	 	 	2,070	
Net income	 	 	$	3,785	 	 	$	3,549	
Other comprehensive income – unrealized gain (loss) on investment securities, net of income taxes of $(238) and $289, respectively	 	 	 	(435	)	 	 	536	
Total comprehensive income	 	 	$	3,350	 	 	$	4,085	
 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	
Basic	 	 	$	0.53	 	 	$	0.51	
Diluted	 	 	$	0.52	 	 	$	0.50	
 	 	 	 	 	 	
Dividends declared per share	 	 	$	0.37	 	 	$	0.35	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
As of March 31, 2012 and December 31, 2011	
(in thousands, except par value and share amounts)	
 	 	 	 	 	
 	 	March 31, 2012
(unaudited)	 	December 31,
2011	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	4,505	 	 	$	5,264	 	
Accounts receivable	 	 	7,808	 	 	 	7,707	 	
Investments, at fair value	 	 	47,238	 	 	 	54,868	 	
Deferred income taxes	 	 	956	 	 	 	3,142	 	
Prepaid income taxes	 	 	937	 	 	 	-	 	
Other current assets	 	 	1,889	 	 	 	1,501	 	
Total current assets	 	 	63,333	 	 	 	72,482	 	
Goodwill	 	 	11,255	 	 	 	11,255	 	
Intangible assets, net	 	 	4,499	 	 	 	4,621	 	
Property and equipment, net of accumulated depreciation of $1,586 and $1,647	 	 	2,187	 	 	 	2,239	 	
Total assets	 	$	81,274	 	 	$	90,597	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,674	 	 	$	1,674	 	
Dividends payable	 	 	3,262	 	 	 	3,074	 	
Compensation and benefits payable	 	 	3,536	 	 	 	12,677	 	
Income taxes payable	 	 	-	 	 	 	85	 	
Other current liabilities	 	 	13	 	 	 	13	 	
Total current liabilities	 	 	8,485	 	 	 	17,523	 	
Deferred income taxes	 	 	1,210	 	 	 	969	 	
Deferred rent	 	 	1,321	 	 	 	1,348	 	
Total long-term liabilities	 	 	2,531	 	 	 	2,317	 	
Total liabilities	 	 	11,016	 	 	 	19,840	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares,	 	 	 	 	 	 	 	 	
issued 8,502,798 and outstanding 8,018,516 shares at March 31,	 	 	 	 	 	 	 	 	
2012; issued 8,105,018 and outstanding 7,707,189 shares at December 31, 2011	 	 	85	 	 	 	81	 	
Additional paid-in capital	 	 	79,473	 	 	 	76,969	 	
Treasury stock, at cost – 484,282 shares at March 31, 2012; 397,829 shares at December 31, 2011	 	 	(18,109	)	 	 	(14,706	)	
Accumulated other comprehensive income, net of deferred taxes	 	 	1,505	 	 	 	1,940	 	
Retained earnings	 	 	7,304	 	 	 	6,473	 	
Total stockholders’ equity	 	 	70,258	 	 	 	70,757	 	
Total liabilities and stockholders’ equity	 	$	81,274	 	 	$	90,597	 	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
(unaudited)	
 	 	 	
 	 	For the three months
ended March 31,	
 	 	 	2012	 	 	 	2011	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	3,785	 	 	$	3,549	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	81	 	 	 	67	 	
Amortization of intangible assets	 	 	122	 	 	 	125	 	
Fair value adjustment of deferred acquisition liabilities	 	 	-	 	 	 	42	 	
Unrealized (gains) and losses on trading investments	 	 	138	 	 	 	(227	)	
Restricted stock amortization	 	 	1,865	 	 	 	2,383	 	
Loss on disposal of property	 	 	1	 	 	 	-	 	
Deferred income taxes	 	 	2,666	 	 	 	1,761	 	
Excess tax benefits from stock based compensation	 	 	(588	)	 	 	(548	)	
Net purchases of investments – trading securities	 	 	6,818	 	 	 	5,109	 	
Change in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(101	)	 	 	(1,351	)	
Other current assets	 	 	(391	)	 	 	(281	)	
Accounts payable and accrued liabilities	 	 	(7	)	 	 	17	 	
Compensation and benefits payable	 	 	(9,141	)	 	 	(5,996	)	
Income taxes payable and prepaid income taxes	 	 	(401	)	 	 	447	 	
Other liabilities	 	 	(6	)	 	 	71	 	
Net cash provided by operating activities	 	 	4,841	 	 	 	5,168	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchase of property and equipment	 	 	(48	)	 	 	(233	)	
Net cash used in investing activities	 	 	(48	)	 	 	(233	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchase of treasury stock	 	 	(3,403	)	 	 	(2,597	)	
Excess tax benefits from stock based compensation	 	 	588	 	 	 	548	 	
Cash dividends	 	 	(2,759	)	 	 	1	 	
Proceeds from exercise of stock options	 	 	22	 	 	 	20	 	
Net cash used in financing activities	 	 	(5,552	)	 	 	(2,028	)	
 	 	 	 	 	
NET (DECREASE) INCREASE IN CASH	 	 	(759	)	 	 	2,907	 	
Cash and cash equivalents, beginning of period	 	 	5,264	 	 	 	1,744	 	
Cash and cash equivalents, end of period	 	$	4,505	 	 	$	4,651	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the period for income taxes	 	$	35	 	 	$	33	 	

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 March 31	 	%	
 	 	 	2012	 	 	 	2011	 	 	Change	
Net Income	 	$	3,785	 	 	$	3,549	 	 	7	%	
Add: Restricted stock expense	 	 	1,865	 	 	 	2,383	 	 	(22	)	
Add: Intangible amortization	 	 	122	 	 	 	125	 	 	(2	)	
Add: Deferred taxes on goodwill	 	 	47	 	 	 	52	 	 	(10	)	
Economic earnings	 	$	5,819	 	 	$	6,109	 	 	(5	)	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,268,353	 	 	 	7,166,577	 	 	1	 	
Economic Earnings per share	 	$	0.80	 	 	$	0.85	 	 	(6	)	
 	 	 	 	 	 	 	
Total expenses	 	$	11,780	 	 	$	11,390	 	 	3	 	
Less: Restricted stock expense	 	 	(1,865	)	 	 	(2,382	)	 	(22	)	
Less: Intangible amortization	 	 	(122	)	 	 	(125	)	 	(2	)	
Economic expenses	 	$	9,793	 	 	$	8,882	 	 	10	%	
 	 	 	 	 	 	 	
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