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): July 22, 2010

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 July 22, 2010, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Second Quarter 2010 Results and Declares Quarterly Dividend; Net Income Increases 53% Year-over-year; WHG Funds Assets Increase 75% 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 $0.33 per common share payable on October 1, 2010 to stockholders of record on September 15, 2010.

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 July 22, 2010, entitled “Westwood Holdings Group, Inc. Reports Second Quarter 2010 Results and Declares Quarterly Dividend; Net Income Increases 53% Year-over-year; WHG Funds Assets Increase 75% 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:	July 22, 2010	 	 	 	

 	 	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 July 22, 2010, entitled “Westwood Holdings Group, Inc. Reports Second Quarter 2010 Results and Declares Quarterly Dividend; Net Income Increases 53% Year-over-year; WHG Funds Assets Increase 75% Year-over-year”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Second Quarter 2010 Results and Declares Quarterly Dividend; Net Income Increases 53% Year-over-year; WHG Funds Assets Increase 75% Year-over-year

DALLAS--(BUSINESS WIRE)--July 22, 2010--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2010 second quarter revenues of $13.2 million, net income of $2.5 million and earnings per diluted share of $0.36. This compares to revenues of $10.0 million, net income of $1.6 million and earnings per diluted share of $0.25 in the second quarter of 2009. Cash earnings were $5.2 million compared to $3.9 million for the second quarter of 2009. Cash earnings per share (“Cash EPS”) were $0.76 per diluted share compared to $0.58 per diluted share for the second quarter of 2009. (Cash earnings and Cash EPS are non-GAAP financial measures that are explained and reconciled with the most comparable GAAP financial measures in the attached tables.)

Assets under management were $9.7 billion as of June 30, 2010, an increase of 18% compared to assets under management of $8.2 billion as of June 30, 2009. The increase in assets under management was primarily due to market appreciation of assets under management and asset inflows from new and existing clients, partially offset by the withdrawal of assets by certain clients. The WHG Funds had assets of $652 million as of June 30, 2010, an increase of 75% compared to assets of $372 million as of June 30, 2009.

Westwood’s Board of Directors declared a quarterly cash dividend of $0.33 per common share, payable on October 1, 2010 to stockholders of record on September 15, 2010.

Brian Casey, Westwood’s President & CEO, commented, “Despite a challenging market, we were pleased to see continued net flows in the Subadvisory channel as well as the WHG Funds. Our assets in the five WHG Funds grew over 75% year-over-year and we continue to have positive momentum.”

For the six months ended June 30, 2010, Westwood reported revenues of $26.4 million, net income of $5.4 million and earnings per diluted share of $0.80, compared to revenues of $18.2 million, net income of $2.9 million and earnings per diluted share of $0.43, for the same 2009 period. Cash earnings for the six months ended June 30, 2010 were $10.0 million compared to $6.6 million for the same period in 2009, while Cash EPS for the six months ended June 30, 2010 were $1.48 per diluted share compared to $0.99 per diluted share for the same period in 2009.

Total expenses for the second quarter were $9.3 million compared with $7.5 million for the second quarter of 2009. Cash expenses were $6.6 million compared with $5.2 million for the second quarter of 2009. (An explanation and reconciliation of cash expenses to total expenses is included in the attached tables.) The primary drivers for higher total expenses were increases of $813,000 in incentive compensation due to higher pretax income, $410,000 in restricted stock expense due to additional grants at higher prices than previous grants and $145,000 in salary expense.

Westwood Trust contributed revenue of $3.1 million and net income of $440,000 compared to revenue of $2.3 million and net income of $267,000 in the second quarter of 2009. As of June 30, 2010, Westwood Trust’s assets under management were $1.8 billion, an increase of 6% compared to $1.7 billion as of June 30, 2009. The increase in assets under management was primarily due to market appreciation.

Westwood will host a conference call to discuss second quarter 2010 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 July 29 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2428141.

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 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; downturn in the financial markets; the passage of 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, 2009 and its quarterly report on Form 10-Q for the quarters ended June 30, 2010 and March 31, 2010. 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 the 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
June 30,	 	Six months ended
June 30,	
 	 	 	2010	 	 	 	2009	 	 	2010	 	 	 	2009	
REVENUES:	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	
Asset-based	 	$	10,220	 	 	$	7,215	 	$	20,300	 	 	$	13,345	
Trust fees	 	 	3,107	 	 	 	2,303	 	 	6,116	 	 	 	4,724	
Other revenues, net	 	 	(133	)	 	 	454	 	 	(6	)	 	 	120	
Total revenues	 	 	13,194	 	 	 	9,972	 	 	26,410	 	 	 	18,189	
 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	7,355	 	 	 	5,890	 	 	14,151	 	 	 	10,584	
Sales and marketing	 	 	255	 	 	 	164	 	 	388	 	 	 	294	
WHG mutual funds	 	 	118	 	 	 	103	 	 	261	 	 	 	280	
Information technology	 	 	322	 	 	 	306	 	 	649	 	 	 	616	
Professional services	 	 	527	 	 	 	359	 	 	1,099	 	 	 	754	
General and administrative	 	 	677	 	 	 	646	 	 	1,369	 	 	 	1,228	
Total expenses	 	 	9,254	 	 	 	7,468	 	 	17,917	 	 	 	13,756	
Income before income taxes	 	 	3,940	 	 	 	2,504	 	 	8,493	 	 	 	4,433	
Provision for income taxes	 	 	1,447	 	 	 	874	 	 	3,067	 	 	 	1,573	
Net income	 	$	2,493	 	 	$	1,630	 	$	5,426	 	 	$	2,860	
 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.38	 	 	$	0.26	 	$	0.83	 	 	$	0.46	
Diluted	 	$	0.36	 	 	$	0.25	 	$	0.80	 	 	$	0.43	

 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of June 30, 2010 and December 31, 2009
(in thousands, except par value and share amounts)	
 	 	 	 	
 	June 30, 2010
(unaudited)	 	December 31, 2009	
ASSETS	 	 	 	
Current Assets:	 	 	 	
Cash and cash equivalents	$	4,655	 	 	$	2,879	 	
Accounts receivable	 	5,816	 	 	 	6,406	 	
Investments, at market value	 	41,972	 	 	 	42,246	 	
Deferred income taxes	 	2,391	 	 	 	2,187	 	
Prepaid income taxes	 	473	 	 	 	-	 	
Other current assets	 	647	 	 	 	625	 	
Total current assets	 	55,954	 	 	 	54,343	 	
Goodwill	 	3,915	 	 	 	3,915	 	
Intangible assets, net	 	998	 	 	 	1,050	 	
Property and equipment, net of accumulated depreciation of $1,424 and $1,315	 	422	 	 	 	578	 	
Total assets	$	61,289	 	 	$	59,886	 	
 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	
Current Liabilities:	 	 	 	
Accounts payable and accrued liabilities	$	1,119	 	 	$	995	 	
Dividends payable	 	2,468	 	 	 	2,359	 	
Compensation and benefits payable	 	4,988	 	 	 	6,273	 	
Income taxes payable	 	-	 	 	 	823	 	
Deferred acquisition liability	 	924	 	 	 	900	 	
Other current liabilities	 	12	 	 	 	11	 	
Total current liabilities	 	9,511	 	 	 	11,361	 	
Deferred acquisition liability	 	818	 	 	 	796	 	
Deferred income taxes	 	153	 	 	 	238	 	
Deferred rent	 	183	 	 	 	273	 	
Total long-term liabilities	 	1,154	 	 	 	1,307	 	
Total liabilities	 	10,665	 	 	 	12,668	 	
Stockholders’ Equity:	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 7,682,112 and outstanding 7,471,943 shares at June 30, 2010; issued 7,308,812 and outstanding 7,151,472 shares at December 31, 2009	 	 
77	 	 	 	 
73	 	
Additional paid-in capital	 	53,326	 	 	 	47,741	 	
Treasury stock, at cost – 210,169 shares at June 30, 2010; 157,340 shares at December 31, 2009	 	(8,081	)	 	 	(6,026	)	
Accumulated other comprehensive income	 	877	 	 	 	1,559	 	
Retained earnings	 	4,425	 	 	 	3,871	 	
Total stockholders’ equity	 	50,624	 	 	 	47,218	 	
Total liabilities and stockholders’ equity	$	61,289	 	 	$	59,886	 	

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)	
 	 	 	
 	 	For the six months ended June 30,	
 	 	 	2010	 	 	 	2009	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	5,426	 	 	$	2,860	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	142	 	 	 	119	 	
Amortization of intangible assets	 	 	52	 	 	 	-	 	
Fair market valuation of deferred acquisition liabilities	 	 	46	 	 	 	-	 	
Unrealized (gains) and losses on investments	 	 	87	 	 	 	(347	)	
Restricted stock amortization	 	 	4,540	 	 	 	3,722	 	
Deferred income taxes	 	 	78	 	 	 	(348	)	
Excess tax benefits from stock-based compensation	 	 	(701	)	 	 	(471	)	
Net sales (purchases) of investments – trading securities	 	 	(26	)	 	 	1,305	 	
Change in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	590	 	 	 	7,427	 	
Other assets	 	 	(27	)	 	 	91	 	
Accounts payable and accrued liabilities	 	 	124	 	 	 	(240	)	
Compensation and benefits payable	 	 	(1,285	)	 	 	(4,778	)	
Income taxes payable	 	 	(417	)	 	 	(462	)	
Other liabilities	 	 	(35	)	 	 	(25	)	
Net cash provided by operating activities	 	 	8,594	 	 	 	8,853	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchases of money market funds – available for sale	 	 	(24,626	)	 	 	(28,269	)	
Sales of money market funds – available for sale	 	 	23,790	 	 	 	25,709	 	
Purchase of property and equipment	 	 	(35	)	 	 	(44	)	
Net cash used in investing activities	 	 	(871	)	 	 	(2,604	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchase of treasury stock	 	 	(2,055	)	 	 	(869	)	
Excess tax benefits from stock-based compensation	 	 	701	 	 	 	471	 	
Cash dividends	 	 	(4,763	)	 	 	(4,237	)	
Proceeds from exercise of stock options	 	 	170	 	 	 	-	 	
Net cash used in financing activities	 	 	(5,947	)	 	 	(4,635	)	
 	 	 	 	 	
NET INCREASE (DECREASE) IN CASH	 	 	1,776	 	 	 	1,614	 	
Cash and cash equivalents, beginning of period	 	 	2,879	 	 	 	3,498	 	
Cash and cash equivalents, end of period	 	$	4,655	 	 	$	5,112	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the period for income taxes	 	$	3,406	 	 	$	2,383	 	
Issuance of restricted stock, net	 	 	14,383	 	 	 	7,018	 	

 	 	 	 	 	
Reconciliation of Net Income to Cash Earnings and Total Expenses to Cash Expenses
(in thousands, except per share data and share amounts)
(unaudited)	
 	 	 	 	 	
 	 	Three Months Ended
June 30	 	%	
 	 	 	2010	 	 	 	2009	 	 	Change	
Net Income	 	$	2,493	 	 	$	1,630	 	 	53	%	
Add: Restricted stock expense	 	 	2,649	 	 	 	2,239	 	 	18	 	
Add: Intangible amortization	 	 	26	 	 	 	-	 	 	-	 	
Add: Deferred taxes on goodwill	 	 	9	 	 	 	-	 	 	-	 	
Cash earnings	 	$	5,177	 	 	$	3,869	 	 	34	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,839,414	 	 	 	6,638,613	 	 	3	 	
Cash earnings per share	 	$	0.76	 	 	$	0.58	 	 	31	 	
 	 	 	 	 	 	 	
Total expenses	 	$	9,254	 	 	$	7,468	 	 	24	 	
Less: Restricted stock expense	 	 	(2,649	)	 	 	(2,239	)	 	18	 	
Less: Intangible amortization	 	 	(26	)	 	 	-	 	 	-	 	
Cash expenses	 	$	6,579	 	 	$	5,229	 	 	26	%	
 	 	 	 	 	 	
 	 	Six Months Ended
June 30	 	%	 	
 	 	 	2010	 	 	 	2009	 	 	Change	
Net Income	 	$	5,426	 	 	$	2,860	 	 	90	%	
Add: Restricted stock expense	 	 	4,540	 	 	 	3,722	 	 	22	 	
Add: Intangible amortization	 	 	53	 	 	 	-	 	 	-	 	
Add: Deferred taxes on goodwill	 	 	19	 	 	 	-	 	 	-	 	
Cash earnings	 	$	10,038	 	 	$	6,582	 	 	53	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,797,338	 	 	 	6,630,030	 	 	3	 	
Cash earnings per share	 	$	1.48	 	 	$	0.99	 	 	49	 	
 	 	 	 	 	 	 	
Total expenses	 	$	17,917	 	 	$	13,756	 	 	30	 	
Less: Restricted stock expense	 	 	(4,540	)	 	 	(3,722	)	 	22	 	
Less: Intangible amortization	 	 	(53	)	 	 	-	 	 	-	 	
Cash expenses	 	$	13,324	 	 	$	10,034	 	 	33	%	
As supplemental information, we are providing non-GAAP performance measures that we refer to as cash earnings, cash earnings per share (or Cash EPS), and cash 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 cash earnings, Cash EPS and cash 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 cash earnings as net income plus non-cash equity-based compensation expense, amortization of intangible assets and deferred taxes related to goodwill. We define cash 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 cash earnings or deduct it when calculating cash 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 cash earnings for tax deductions related to restricted stock expense or amortization of intangible assets. Cash EPS represents cash earnings divided by diluted weighted average shares outstanding.

(WHG-G)

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