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 21, 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 October 21, 2010, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2010 Results and Declares Quarterly and Special Dividends; Assets Under Management Rise to Record $10.6 Billion; WHG Funds Assets Increase 66% Year-over-year to Record $760 Million”, 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 and a special cash dividend of $0.33 per common share. Both dividends are payable on December 15, 2010 to stockholders of record on December 1, 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 October 21, 2010, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2010 Results and DeclaresQuarterly and Special Dividends; Assets Under Management Rise to Record $10.6 Billion; WHG Funds Assets Increase 66% Year-over-year to Record $760 Million”.	

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 21, 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 October 21, 2010, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2010 Results and Declares Quarterly and Special Dividends; Assets Under Management Rise to Record $10.6 Billion; WHG Funds Assets Increase 66% Year-over-year to Record $760 Million”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Third Quarter 2010 Results and Declares Quarterly and Special Dividends; Assets Under Management Rise to Record $10.6 Billion; WHG Funds Assets Increase 66% Year-over-Year to Record $760 Million

DALLAS--(BUSINESS WIRE)--October 21, 2010--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2010 third quarter revenues of $13.5 million, net income of $2.6 million and earnings per diluted share of $0.38. This compares to revenues of $11.6 million, net income of $2.3 million and earnings per diluted share of $0.32 in the third quarter of 2009. Economic Earnings were $5.0 million compared to $4.3 million for the third quarter of 2009. Economic Earnings per share (“Economic EPS”) were $0.73 per diluted share compared to $0.67 per diluted share for the third quarter of 2009. (Non-GAAP performance measures Cash earnings and Cash EPS have been renamed Economic Earnings and Economic EPS, respectively, and are explained and reconciled with the most comparable GAAP numbers in the attached tables.)

Assets under management were $10.6 billion as of September 30, 2010, an increase of 12% compared to assets under management of $9.5 billion as of September 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 $760 million as of September 30, 2010, an increase of 66% compared to assets of $458 million as of September 30, 2009.

Westwood’s Board of Directors declared a quarterly cash dividend of $0.33 per common share as well as a special dividend of $0.33 per share. Both dividends are payable on December 15, 2010 to stockholders of record on December 1, 2010.

Brian Casey, Westwood’s President & CEO, commented, “We are pleased to have achieved record assets under management of $10.6 billion at September 30, 2010 and to report that the planned acquisition of McCarthy Group Advisors is proceeding as planned. We expect the McCarthy transaction to close during the fourth quarter, resulting in over $1 billion in additional client assets. As McCarthy clients and employees learn more about Westwood, they have expressed confidence in our business model and reputation for excellence. We are excited to deliver a quality experience to McCarthy’s clients and employees and to work together to identify growth opportunities.”

For the nine months ended September 30, 2010, Westwood reported revenues of $39.9 million, net income of $8.0 million and earnings per diluted share of $1.11, compared to revenues of $29.8 million, net income of $5.2 million and earnings per diluted share of $0.70, for the same 2009 period. Economic Earnings for the nine months ended September 30, 2010 were $15.1 million compared to $10.9 million for the same period in 2009, while Economic EPS for the nine months ended September 30, 2010 were $2.24 per diluted share compared to $1.71 per diluted share for the same period in 2009.

Total expenses for the third quarter were $9.4 million compared with $8.0 million for the third quarter of 2009. Economic Expenses were $6.9 million compared with $6.1 million for the third quarter of 2009. (An explanation and reconciliation of Economic Expenses to total expenses is included in the attached tables.)

Westwood Trust contributed revenue of $2.8 million and net income of $217,000 compared to revenue of $2.6 million and net income of $410,000 in the third quarter of 2009. As of September 30, 2010, Westwood Trust’s assets under management were $1.93 billion compared to $1.87 billion as of September 30, 2009. The increase in assets under management was primarily due to market appreciation.

Westwood will host a conference call to discuss third 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 October 28 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2428161.

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 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 concentration of our revenues in a small number 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; 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 March 31, 2010, June 30, 2010 and September 30, 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 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,	
 	 	2010	 	2009	 	2010	 	2009	
REVENUES:	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	
Asset-based	 	$	10,157	 	$	8,773	 	$	30,457	 	$	22,118	
Trust fees	 	 	2,834	 	 	2,642	 	 	8,950	 	 	7,366	
Other revenues, net	 	 	482	 	 	226	 	 	476	 	 	346	
Total revenues	 	 	13,473	 	 	11,641	 	 	39,883	 	 	29,830	
 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	7,296	 	 	6,381	 	 	21,447	 	 	16,965	
Sales and marketing	 	 	181	 	 	154	 	 	569	 	 	448	
WHG mutual funds	 	 	83	 	 	145	 	 	344	 	 	425	
Information technology	 	 	328	 	 	309	 	 	977	 	 	925	
Professional services	 	 	817	 	 	376	 	 	1,916	 	 	1,130	
General and administrative	 	 	657	 	 	678	 	 	2,026	 	 	1,906	
Total expenses	 	 	9,362	 	 	8,043	 	 	27,279	 	 	21,799	
Income before income taxes	 	 	4,111	 	 	3,598	 	 	12,604	 	 	8,031	
Provision for income taxes	 	 	1,512	 	 	1,284	 	 	4,579	 	 	2,857	
Net income	 	$	2,599	 	$	2,314	 	$	8,025	 	$	5,174	
 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.39	 	$	0.32	 	$	1.13	 	$	0.71	
Diluted	 	$	0.38	 	$	0.32	 	$	1.11	 	$	0.70	

 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2010 and December 31, 2009
(in thousands, except par value and share amounts)	
 	
 	 	September 30, 2010
(unaudited)	 	December 31, 2009	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	3,839	 	 	$	2,879	 	
Accounts receivable	 	 	6,587	 	 	 	6,406	 	
Investments, at fair value	 	 	46,001	 	 	 	42,246	 	
Deferred income taxes	 	 	2,169	 	 	 	2,187	 	
Prepaid income taxes	 	 	1,013	 	 	 	-	 	
Other current assets	 	 	538	 	 	 	625	 	
Total current assets	 	 	60,147	 	 	 	54,343	 	
Goodwill	 	 	3,915	 	 	 	3,915	 	
Intangible assets, net	 	 	971	 	 	 	1,050	 	
Property and equipment, net of accumulated depreciation of $1,488 and $1,315	 	 	335	 	 	 	578	 	
Total assets	 	$	65,368	 	 	$	59,886	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,348	 	 	$	995	 	
Dividends payable	 	 	2,463	 	 	 	2,359	 	
Compensation and benefits payable	 	 	6,751	 	 	 	6,273	 	
Income taxes payable	 	 	-	 	 	 	823	 	
Deferred acquisition liability	 	 	924	 	 	 	900	 	
Other current liabilities	 	 	11	 	 	 	11	 	
Total current liabilities	 	 	11,497	 	 	 	11,361	 	
Deferred acquisition liability	 	 	818	 	 	 	796	 	
Deferred income taxes	 	 	58	 	 	 	238	 	
Deferred rent	 	 	133	 	 	 	273	 	
Total long-term liabilities	 	 	1,009	 	 	 	1,307	 	
Total liabilities	 	 	12,506	 	 	 	12,668	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 7,692,112 and outstanding 7,462,917 shares at September 30, 2010; issued 7,308,812 and outstanding 7,151,472 shares at December 31, 2009	 	 	 
77	 	 	 	 
73	 	
Additional paid-in capital	 	 	56,095	 	 	 	47,741	 	
Treasury stock, at cost – 229,195 shares at September 30, 2010; 157,340 shares at December 31, 2009	 	 	(8,749	)	 	 	(6,026	)	
Accumulated other comprehensive income	 	 	877	 	 	 	1,559	 	
Retained earnings	 	 	4,562	 	 	 	3,871	 	
Total stockholders’ equity	 	 	52,862	 	 	 	47,218	 	
Total liabilities and stockholders’ equity	 	$	65,368	 	 	$	59,886	 	

 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)	
 	
 	 	For the nine months ended September 30,	
 	 	2010	 	2009	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	8,025	 	 	$	5,174	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	206	 	 	 	180	 	
Amortization of intangible assets	 	 	79	 	 	 	-	 	
Fair market valuation of deferred acquisition liabilities	 	 	46	 	 	 	-	 	
Unrealized gains on trading investments	 	 	(312	)	 	 	(528	)	
Restricted stock amortization	 	 	6,927	 	 	 	5,694	 	
Deferred income taxes	 	 	205	 	 	 	764	 	
Excess tax benefits from equity-based compensation	 	 	(979	)	 	 	(1,504	)	
Net purchases of investments – trading securities	 	 	(3,872	)	 	 	(5,955	)	
Change in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(181	)	 	 	6,991	 	
Other assets	 	 	86	 	 	 	210	 	
Accounts payable and accrued liabilities	 	 	354	 	 	 	554	 	
Compensation and benefits payable	 	 	478	 	 	 	(3,247	)	
Income taxes payable and prepaid income taxes	 	 	(588	)	 	 	(1,098	)	
Other liabilities	 	 	(59	)	 	 	(41	)	
Net cash provided by operating activities	 	 	10,415	 	 	 	7,194	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchases of money market funds – available for sale	 	 	(39,877	)	 	 	(46,738	)	
Sales of money market funds – available for sale	 	 	39,257	 	 	 	46,996	 	
Purchase of property and equipment	 	 	(43	)	 	 	(54	)	
Net cash (used in)/provided by investing activities	 	 	(663	)	 	 	204	 	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchase of treasury stock	 	 	(2,723	)	 	 	(2,526	)	
Excess tax benefits from equity-based compensation	 	 	979	 	 	 	1,504	 	
Cash dividends	 	 	(7,231	)	 	 	(6,386	)	
Proceeds from exercise of stock options	 	 	183	 	 	 	7	 	
Net cash used in financing activities	 	 	(8,792	)	 	 	(7,401	)	
 	 	 	 	 	
NET INCREASE (DECREASE) IN CASH	 	 	960	 	 	 	(3	)	
Cash and cash equivalents, beginning of period	 	 	2,879	 	 	 	3,498	 	
Cash and cash equivalents, end of period	 	$	3,839	 	 	$	3,495	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the period for income taxes	 	$	4,961	 	 	$	3,191	 	
Issuance of restricted stock, net	 	 	14,699	 	 	 	7,263	 	

 	
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	 	%	
 	 	2010	 	2009	 	Change	
Net Income	 	$	2,599	 	 	$	2,314	 	 	12	%	
Add: Restricted stock expense	 	 	2,387	 	 	 	1,972	 	 	21	 	
Add: Intangible amortization	 	 	26	 	 	 	-	 	 	-	 	
Add: Deferred taxes on goodwill	 	 	9	 	 	 	-	 	 	-	 	
Economic earnings	 	$	5,021	 	 	$	4,286	 	 	17	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,866,528	 	 	 	6,430,219	 	 	7	 	
Economic earnings per share	 	$	0.73	 	 	$	0.67	 	 	9	 	
 	 	 	 	 	 	 	
Total expenses	 	$	9,362	 	 	$	8,043	 	 	16	 	
Less: Restricted stock expense	 	 	(2,387	)	 	 	(1,972	)	 	21	 	
Less: Intangible amortization	 	 	(26	)	 	 	-	 	 	-	 	
Economic expenses	 	$	6,949	 	 	$	6,071	 	 	14	%	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Nine Months Ended
September 30	 	%	
 	 	2010	 	2009	 	Change	
Net Income	 	$	8,025	 	 	$	5,174	 	 	55	%	
Add: Restricted stock expense	 	 	6,927	 	 	 	5,694	 	 	22	 	
Add: Intangible amortization	 	 	79	 	 	 	-	 	 	-	 	
Add: Deferred taxes on goodwill	 	 	28	 	 	 	-	 	 	-	 	
Economic earnings	 	$	15,059	 	 	$	10,868	 	 	39	 	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,710,716	 	 	 	6,341,655	 	 	6	 	
Economic earnings per share	 	$	2.24	 	 	$	1.71	 	 	31	 	
 	 	 	 	 	 	 	
Total expenses	 	$	27,279	 	 	$	21,799	 	 	25	 	
Less: Restricted stock expense	 	 	(6,927	)	 	 	(5,694	)	 	22	 	
Less: Intangible amortization	 	 	(79	)	 	 	-	 	 	-	 	
Economic expenses	 	$	20,273	 	 	$	16,105	 	 	26	%	

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. In the third quarter, we renamed our non-GAAP performance measures to Economic Earnings, Economic Expenses and Economic Earnings Per Share from Cash Earnings, Cash Expenses and Cash Earnings Per Share, respectively. 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