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 17, 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 April 17, 2014, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports First Quarter 2014 Results; Assets Under Management Increase to Record $19.1 Billion; Westwood Funds TM  AUM Reaches Record $3.0 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 July 1, 2014 to stockholders of record on June 13, 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 April 17, 2014, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2014 Results; Assets Under Management Increase to Record $19.1 Billion; Westwood Funds TM AUM Reaches Record $3.0 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 17, 2014
 	 	 	
 	WESTWOOD HOLDINGS GROUP, INC.	 	

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

EXHIBIT INDEX
Exhibit Number	Description	
 	 	
99.1	Press Release dated April 17, 2014, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2014 Results; Assets Under Management Increase to Record $19.1 Billion; Westwood Funds TM AUM Reaches Record $3.0 Billion”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports First Quarter 2014 Results

Assets Under Management Increase to Record $19.1 Billion

Westwood FundsTM AUM Reaches Record $3.0 Billion

DALLAS--(BUSINESS WIRE)--April 17, 2014--Westwood Holdings Group, Inc. (NYSE: WHG) today reported first quarter 2014 revenues of $25.9 million, a 29% increase compared to revenues of $20.1 million in the first quarter of 2013. Non-GAAP Economic Earnings per share (“Economic EPS”) increased 54% to $1.17 compared to $0.76 in the first quarter of 2013. Diluted earnings per share increased 97% to $0.75 compared to $0.38 in the first quarter of 2013.

Highlights and significant items related to our first quarter 2014 results include:
Revenues increased 29% to $25.9 million compared to the same period last year.
Assets under management (“AUM”) reached a record level of $19.1 billion.
Westwood International Advisors (“WIA”) net inflows aggregated $148 million bringing WIA’s AUM to $2.7 billion.
AUM in our Emerging Markets UCITS fund now exceed $740 million.
The Westwood Funds™ achieved net inflows of $138 million, reaching record AUM of $3.0 billion.

Brian Casey, Westwood’s President & CEO, commented, “We are very pleased with our strong start to 2014. We benefited from strength in the U.S. equity markets, as well as the excellent performance delivered by our MLP, SMidCap, and Emerging Markets teams. Our Westwood Funds™ achieved another significant milestone, surpassing $3 billion in AUM while achieving $138 million of net inflows, representing annualized quarterly organic growth of 20%. WIA’s AUM reached $2.7 billion at March 31, 2014, an 8% increase from December 31, 2013, and Westwood International continues to attract new client prospects.”

Firmwide AUM reached $19.1 billion at March 31, 2014 compared to $18.9 billion at December 31, 2013. Mutual fund assets, comprising ten Westwood Funds™, grew to $3.0 billion, institutional assets stood at $12.1 billion and private wealth assets aggregated $4.0 billion at March 31, 2014.

Westwood’s Board of Directors today declared a quarterly cash dividend of $0.44 per common share, payable on July 1, 2014 to stockholders of record on June 13, 2014. At quarter-end, Westwood had $63 million in cash and investments, stockholders’ equity of $90 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 first quarter 2014 results and other business matters 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 April 24, 2014 by dialing 855-859-2056 (domestic) or 404-537-3406 (international) and entering passcode 19536312.

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. These strategies are made available through separate accounts, commingled funds, the Westwood Funds TM  family of U.S. mutual funds, and UCITS funds. Westwood has 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, 2013 and its quarterly report on Form 10-Q for the quarter ended March 31, 2014. 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	
 	 	March 31,
2014	 	December 31,
2013	 	March 31,
2013	
REVENUES:	 	 	 	 	 	 	
Advisory fees:	 	 	 	 	 	 	
Asset based	 	$	20,389	 	 	$	20,038	 	 	$	15,547	 	
Performance based	 	 	363	 	 	 	-	 	 	 	-	 	
Trust fees	 	 	5,028	 	 	 	4,904	 	 	 	4,217	 	
Other, net	 	 	169	 	 	 	310	 	 	 	336	 	
Total revenues	 	 	25,949	 	 	 	25,252	 	 	 	20,100	 	
 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	
Employee compensation and benefits	 	 	12,543	 	 	 	11,550	 	 	 	11,843	 	
Sales and marketing	 	 	287	 	 	 	305	 	 	 	287	 	
Westwood mutual funds	 	 	652	 	 	 	688	 	 	 	404	 	
Information technology	 	 	715	 	 	 	858	 	 	 	656	 	
Professional services	 	 	1,382	 	 	 	1,257	 	 	 	1,002	 	
General and administrative	 	 	1,448	 	 	 	1,543	 	 	 	1,189	 	
Total expenses	 	 	17,027	 	 	 	16,201	 	 	 	15,381	 	
Income before income taxes	 	 	8,922	 	 	 	9,051	 	 	 	4,719	 	
Provision for income taxes	 	 	3,163	 	 	 	3,191	 	 	 	1,886	 	
Net income	 	$	5,759	 	 	$	5,860	 	 	$	2,833	 	
Other comprehensive income:	 	 	 	 	 	 	
Foreign currency translation adjustments	 	 	(354	)	 	 	(156	)	 	 	(77	)	
Total comprehensive income	 	$	5,405	 	 	$	5,704	 	 	$	2,756	 	
 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	
Basic	 	$	0.77	 	 	$	0.80	 	 	$	0.39	 	
Diluted	 	$	0.75	 	 	$	0.76	 	 	$	0.38	 	
 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	
Basic	 	 	7,474,415	 	 	 	7,345,357	 	 	 	7,287,161	 	
Diluted	 	 	7,724,715	 	 	 	7,684,619	 	 	 	7,481,668	 	
 	 	 	 	 	 	 	
Economic Earnings	 	$	9,057	 	 	$	9,004	 	 	$	5,667	 	
Economic EPS	 	$	1.17	 	 	$	1.17	 	 	$	0.76	 	
 	 	 	 	 	 	 	
Dividends declared per share	 	$	0.44	 	 	$	0.44	 	 	$	0.40	 	

 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
As of March 31, 2014 and December 31, 2013	
(in thousands, except par value and share amounts)	
 	 	 	 	 	
 	 	March 31,
2014 (unaudited)	 	December 31,
2013	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	17,374	 	 	$	10,864	 	
Accounts receivable	 	 	14,754	 	 	 	14,468	 	
Investments, at fair value	 	 	45,419	 	 	 	64,554	 	
Deferred income taxes	 	 	1,308	 	 	 	3,782	 	
Prepaid income taxes	 	 	2,371	 	 	 	-	 	
Other current assets	 	 	2,207	 	 	 	2,521	 	
Total current assets	 	 	83,433	 	 	 	96,189	 	
Goodwill	 	 	11,255	 	 	 	11,255	 	
Deferred income taxes	 	 	365	 	 	 	2,041	 	
Intangible assets, net	 	 	3,699	 	 	 	3,789	 	
Property and equipment, net of accumulated depreciation of $2,297 and $2,155	 	 	2,693	 	 	 	2,746	 	
Total assets	 	$	101,445	 	 	$	116,020	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,879	 	 	$	2,082	 	
Dividends payable	 	 	4,252	 	 	 	3,935	 	
Compensation and benefits payable	 	 	3,666	 	 	 	17,805	 	
Income taxes payable	 	 	-	 	 	 	1,031	 	
Total current liabilities	 	 	9,797	 	 	 	24,853	 	
Accrued dividends	 	 	652	 	 	 	1,266	 	
Deferred rent	 	 	1,228	 	 	 	1,268	 	
Total long-term liabilities	 	 	1,880	 	 	 	2,534	 	
Total liabilities	 	 	11,677	 	 	 	27,387	 	
 	 	 	 	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,952,417 and outstanding 8,250,954 shares at March 31, 2014; issued 8,778,613 and outstanding 8,176,417 shares at December 31, 2013	 	 	89	 	 	 	88	 	
Additional paid-in capital	 	 	106,162	 	 	 	100,955	 	
Treasury stock, at cost – 701,463 shares at March 31, 2014; 602,196 shares at December 31, 2013	 	 	(29,008	)	 	 	(23,169	)	
Accumulated other comprehensive loss	 	 	(611	)	 	 	(257	)	
Retained earnings	 	 	13,136	 	 	 	11,016	 	
Total stockholders’ equity	 	 	89,768	 	 	 	88,633	 	
Total liabilities and stockholders’ equity	 	$	101,445	 	 	$	116,020	 	

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
(unaudited)	
 	 	 	
 	 	Three Months Ended March 31,	
 	 	 	2014	 	 	 	2013	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	5,759	 	 	$	2,833	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	144	 	 	 	90	 	
Amortization of intangible assets	 	 	90	 	 	 	90	 	
Unrealized (gains) losses on trading investments	 	 	(57	)	 	 	373	 	
Restricted stock amortization	 	 	3,170	 	 	 	2,706	 	
Deferred income taxes	 	 	4,036	 	 	 	2,079	 	
Excess tax benefits from stock based compensation	 	 	(1,863	)	 	 	(672	)	
Net purchases of investments – trading securities	 	 	19,206	 	 	 	11,546	 	
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(450	)	 	 	(1,164	)	
Other assets	 	 	338	 	 	 	(1,313	)	
Accounts payable and accrued liabilities	 	 	(189	)	 	 	(198	)	
Compensation and benefits payable	 	 	(13,963	)	 	 	(9,906	)	
Income taxes payable and prepaid income taxes	 	 	(1,557	)	 	 	(1,166	)	
Other liabilities	 	 	(37	)	 	 	(6	)	
Net cash provided by operating activities	 	 	14,627	 	 	 	5,292	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchases of property and equipment	 	 	(121	)	 	 	(247	)	
Net cash used in investing activities	 	 	(121	)	 	 	(247	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchases of treasury stock	 	 	(5,839	)	 	 	(3,721	)	
Excess tax benefits from stock based compensation	 	 	1,863	 	 	 	672	 	
Cash dividends	 	 	(3,942	)	 	 	-	 	
Net cash used in financing activities	 	 	(7,918	)	 	 	(3,049	)	
Effect of currency rate changes on cash	 	 	(78	)	 	 	(39	)	
NET INCREASE IN CASH AND CASH EQUIVALENTS	 	 	6,510	 	 	 	1,957	 	
Cash and cash equivalents, beginning of period	 	 	10,864	 	 	 	3,817	 	
Cash and cash equivalents, end of period	 	$	17,374	 	 	$	5,774	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the period for income taxes	 	$	761	 	 	$	1,064	 	

 	 	 	
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	
 	 	March 31,
2014	 	December 31,
2013	 	March 31,
2013	
 	 	 	 	 	 	 	
Net Income	 	$	5,759	 	$	5,860	 	$	2,833	
Add: Restricted stock expense	 	 	3,170	 	 	3,016	 	 	2,706	
Add: Intangible amortization	 	 	90	 	 	90	 	 	90	
Add: Tax benefit from goodwill amortization	 	 	38	 	 	38	 	 	38	
Economic earnings	 	$	9,057	 	$	9,004	 	$	5,667	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,724,715	 	 	7,684,619	 	 	7,481,668	
Economic EPS	 	$	1.17	 	$	1.17	 	$	0.76	
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