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): February 5, 2009

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 February 5, 2009, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Fourth Quarter And Full Year 2008 Results and Declares Quarterly Dividend”, 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 $0.30 per common share payable on April 1, 2009 to stockholders of record on March 13, 2008.

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 February 5, 2009, titled “Westwood Holdings Group, Inc. Reports Fourth Quarter And Full Year 2008 Results and Declares Quarterly Dividend”.	

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:	February 5, 2009	 	 	 	

 	 	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 February 5, 2009, titled “Westwood Holdings Group, Inc. Reports Fourth Quarter And Full Year 2008 Results and Declares Quarterly Dividend”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Fourth Quarter And Full Year 2008 Results and Declares Quarterly Dividend

DALLAS--(BUSINESS WIRE)--February 5, 2009--Westwood Holdings Group, Inc. (NYSE: WHG):

Key highlights for the fourth quarter and full year 2008:
GAAP EPS of $0.79 and Cash EPS of $1.07 per diluted share for fourth quarter; GAAP EPS of $1.63 and Cash EPS of $2.68 per diluted share for full year 2008
Assets Under Management of $7.2 Billion at December 31, 2008; Revenue increases 28% for the Year 2008
WHG SMidCap Fund and WHG Income Opportunity Fund awarded initial rating of 5-stars by Morningstar

Westwood Holdings Group, Inc. today reported 2008 fourth quarter revenues of $17.6 million, net income of $5.1 million and earnings per diluted share of $0.79. This compares to revenues of $12.2 million, net income of $3.3 million and earnings per diluted share of $0.52 in the fourth quarter of 2007. For the year ended December 31, 2008, Westwood reported revenues of $46.5 million, net income of $10.5 million and earnings per diluted share of $1.63 compared to revenues of $36.3 million, net income of $7.9 million and earnings per diluted share of $1.28 for the year ended December 31, 2007. The 2008 results include the positive impact of a performance-based fee of approximately $8.6 million, which reflects investment outperformance in 2008 and 2007, recorded in the fourth quarter 2008. The 2007 results include the positive impact of a performance-based fee of approximately $3.0 million recorded in the fourth quarter 2007.

Cash earnings for the fourth quarter of 2008 were $6.9 million compared to $4.8 million for the fourth quarter of 2007. Cash earnings per share (“Cash EPS”) for the fourth quarter of 2008 were $1.07 per diluted share compared to $0.76 per diluted share for the fourth quarter of 2007. Cash earnings for the year ended December 31, 2008 were $17.3 million compared to $13.3 million in 2007, while Cash EPS for the year ended December 31, 2008 were $2.68 per diluted share compared to $2.14 per diluted share in 2007. (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.)

Revenues for the 2008 fourth quarter increased 44% compared to the 2007 fourth quarter, primarily as a result of the larger performance fee recorded in the 2008 fourth quarter. Revenues for the year 2008 increased 28% compared to 2007, primarily as a result of the larger performance-based fee recorded in 2008 as well as increased average assets under management. Average assets under management for 2008 were $7.7 billion, an increase of 12% compared with $6.9 billion for 2007. Assets under management were $7.2 billion as of December 31, 2008, a decline of 9% compared to December 31, 2007 assets under management of $7.9 billion. The decrease in period ending assets under management was primarily due to the market depreciation of assets under management, which offset significant net inflows of assets from new and existing clients.

Total expenses for the year 2008 were $29.9 million compared to $24.1 million for 2007. Cash expenses for 2008 were $23.2 million compared to $18.8 million for 2007. (An explanation and reconciliation of cash expenses to total expenses are included in the attached tables.) The primary driver of the increase in total expenses was higher employee compensation and benefits costs. Increased compensation costs were primarily due to an increase of $1.6 million in incentive compensation expense due to higher pre-tax income, an increase of $1.4 million in non-cash restricted stock expense due to additional restricted stock grants in July 2007 and February 2008 as well as the higher price at which these grants were made compared to prior grants, and increased salary expense due to increased headcount and salary increases for certain employees.

Westwood Trust contributed revenue of $11.1 million and net income of $1.4 million in 2008, compared to revenue of $10.4 million and net income of $1.7 million in 2007. Westwood Trust’s assets under management as of December 31, 2008 were $1.6 billion, a decrease of 17% compared to $1.9 billion as of December 31, 2007. The decrease in assets under management was primarily due to the market depreciation of assets under management, which offset net inflows of assets from new and existing clients.

The WHG Funds, consisting of WHG LargeCap Value, WHG SMidCap, WHG SmallCap Value, WHG Income Opportunity and WHG Balanced, had assets of $253 million as of December 31, 2008, an increase of approximately 8% compared to $234 million in assets as of December 31, 2007. The WHG SMidCap and WHG Income Opportunity funds were both recently awarded a 5-star rating by Morningstar. The WHG LargeCap Value and WHG Balanced funds will be rated by Morningstar in 2009 when they complete their three year track record later this year. So far, both funds have achieved solid relative performance versus their peer groups and benchmarks.

Westwood also announced today that its Board of Directors declared a quarterly cash dividend of $0.30 per common share, payable on April 1, 2009 to stockholders of record on March 13, 2009.

Brian Casey, Westwood’s President & CEO commented, “Westwood just completed the best year we have ever had in terms of new relationships and new assets with approximately $2 billion in net inflows. We gained new client relationships across all business lines and were particularly pleased to earn several new subadvisory relationships with national and global distribution platforms. Once markets stabilize, we hope to see these subadvisory relationships grow in a meaningful way. While it was a great year for Westwood in terms of new relationships, it was a very challenging year for all investors. While we are pleased to have delivered another year of strong relative investment results for our clients across our product lines, we understand and have great empathy for the challenges our clients face in this difficult market environment. At a time when many companies are reducing staff to save cost, we have actually responded by adding talented professionals to better serve our clients in the investment and client support areas. All of our owner-employees remain focused on working harder than ever before to retain our clients’ confidence and assist them in reaching their long-term goals.”

Westwood will host a conference call to discuss the 2008 fourth quarter results and other business updates at 4:30 p.m. Eastern time today. To listen to the conference call, dial 866-411-4706 (domestic) or 904-596-2360 (international). The conference call will also be available via webcast and can be accessed at Westwood’s website,  www.westwoodgroup.com  under the Investor Relations tab. The conference call will be available for replay through February 12 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 244120.

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 and custodial 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 Westwood’s website at www.westwoodgroup.com.

For more information on the WHG Funds, please visit the Funds’ website at 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; our ability to capitalize on the performance of our marketing efforts; the acceptance of our new products with our existing and new clients; changes in our dividend policy and uses of our cash; 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, 2007 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008. 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 amounts)	 	
 	 	 	 	
 	 	Three months ended	 	Year ended	
 	 	December 31,	 	December 31,	
 	 	2008	 	2007	 	2008	 	 	 	
 	 	(unaudited)	 	(unaudited)	 	(unaudited)	 	2007	 	
REVENUES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Asset-based	 	$	6,589	 	 	$	6,351	 	$	26,966	 	 	$	21,719	 	
Performance-based	 	 	8,645	 	 	 	3,021	 	 	8,725	 	 	 	3,021	 	
Trust fees	 	 	2,748	 	 	 	2,717	 	 	11,018	 	 	 	10,275	 	
Other revenues	 	 	(396	)	 	 	154	 	 	(253	)	 	 	1,277	 	
Total revenues	 	 	17,586	 	 	 	12,243	 	 	46,456	 	 	 	36,292	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	7,697	 	 	 	5,767	 	 	23,209	 	 	 	18,411	 	
Sales and marketing	 	 	208	 	 	 	149	 	 	803	 	 	 	581	 	
WHG mutual funds	 	 	149	 	 	 	17	 	 	384	 	 	 	161	 	
Information technology	 	 	291	 	 	 	249	 	 	1,114	 	 	 	970	 	
Professional services	 	 	412	 	 	 	431	 	 	1,749	 	 	 	1,630	 	
General and administrative	 	 	669	 	 	 	642	 	 	2,662	 	 	 	2,332	 	
Total expenses	 	 	9,426	 	 	 	7,255	 	 	29,921	 	 	 	24,085	 	
Income before income taxes	 	 	8,160	 	 	 	4,988	 	 	16,535	 	 	 	12,207	 	
Provision for income taxes	 	 	3,039	 	 	 	1,706	 	 	5,992	 	 	 	4,263	 	
Net income	 	$	5,121	 	 	$	3,282	 	$	10,543	 	 	$	7,944	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.83	 	 	$	0.55	 	$	1.73	 	 	$	1.36	 	
Diluted	 	$	0.79	 	 	$	0.52	 	$	1.63	 	 	$	1.28	 	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
 	
CONSOLIDATED BALANCE SHEETS	
As of December 31, 2008 and 2007	
(in thousands, except par value and share amounts)	
 	
 	 	2008	 	 	
 	 	(unaudited)	 	2007	
ASSETS	 	 	 	 	 	 	 	 	
Current Assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	3,498	 	 	$	4,560	 	
Accounts receivable	 	 	12,638	 	 	 	6,599	 	
Investments, at market value	 	 	28,152	 	 	 	22,144	 	
Deferred income taxes	 	 	1,781	 	 	 	1,512	 	
Other current assets	 	 	700	 	 	 	651	 	
Total current assets	 	 	46,769	 	 	 	35,466	 	
Goodwill	 	 	2,302	 	 	 	2,302	 	
Deferred income taxes	 	 	934	 	 	 	225	 	
Property and equipment, net of accumulated depreciation of $1,235 and $1,002	 	 	842	 	 	 	1,031	 	
Total assets	 	$	50,847	 	 	$	39,024	 	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,105	 	 	$	1,024	 	
Dividends payable	 	 	2,087	 	 	 	1,702	 	
Compensation and benefits payable	 	 	7,052	 	 	 	4,848	 	
Income taxes payable	 	 	1,359	 	 	 	1,505	 	
Other current liabilities	 	 	9	 	 	 	11	 	
Total current liabilities	 	 	11,612	 	 	 	9,090	 	
Deferred rent	 	 	441	 	 	 	588	 	
Total liabilities	 	 	12,053	 	 	 	9,678	 	
Stockholders’ Equity:	 	 	 	 	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 7,052,727 and outstanding 6,958,238 shares at December 31, 2008; authorized 10,000,000 shares, issued 6,840,327 and outstanding 6,807,408 shares at December 31, 2007	 	 	 
71	 	 	 	 
68	 	
Additional paid-in capital	 	 	37,458	 	 	 	27,770	 	
Treasury stock, at cost – 94,489 shares at December 31, 2008; 32,919 shares at December 31, 2007	 	 	(3,500	)	 	 	(1,070	)	
Retained earnings	 	 	4,765	 	 	 	2,578	 	
Total stockholders’ equity	 	 	38,794	 	 	 	29,346	 	
Total liabilities and stockholders’ equity	 	$	50,847	 	 	$	39,024	 	

WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
 	
 	 	For the year ended,	
 	 	2008	 	 	
 	 	(unaudited)	 	2007	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	 	 	 	
Net income	 	$	10,543	 	 	$	7,944	 	
Adjustments to reconcile net income to net cash (used in) provided by operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	232	 	 	 	228	 	
Unrealized gains on investments	 	 	974	 	 	 	102	 	
Restricted stock amortization	 	 	6,735	 	 	 	5,316	 	
Deferred income taxes	 	 	(978	)	 	 	(256	)	
Excess tax benefits from stock based compensation	 	 	(2,271	)	 	 	(1,286	)	
Net purchases of investments – trading securities	 	 	(20,256	)	 	 	(1,339	)	
Change in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(6,039	)	 	 	(3,488	)	
Other assets	 	 	(47	)	 	 	(186	)	
Accounts payable and accrued liabilities	 	 	81	 	 	 	246	 	
Compensation and benefits payable	 	 	2,204	 	 	 	2,047	 	
Income taxes payable and prepaid taxes	 	 	2,553	 	 	 	2,374	 	
Other liabilities	 	 	(41	)	 	 	(16	)	
Net cash (used in) provided by operating activities	 	 	(6,310	)	 	 	11,686	 	
 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	 	 	 	
Purchases of money market funds – available for sale	 	 	(34,849	)	 	 	(8,009	)	
Sales of money market funds – available for sale	 	 	48,123	 	 	 	5,035	 	
Purchase of property and equipment	 	 	(153	)	 	 	(114	)	
Net cash provided by (used in) investing activities	 	 	13,121	 	 	 	(3,088	)	
 	 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	 	 	 	
Purchase of treasury stock	 	 	(2,430	)	 	 	(1,070	)	
Excess tax benefits from stock based compensation	 	 	2,271	 	 	 	1,286	 	
Proceeds from exercise of stock options	 	 	257	 	 	 	609	 	
Cash dividends	 	 	(7,971	)	 	 	(7,040	)	
Net cash used in financing activities	 	 	(7,873	)	 	 	(6,215	)	
 	 	 	 	 	 	 	 	 	
NET (DECREASE) INCREASE IN CASH	 	 	(1,062	)	 	 	2,383	 	
Cash, beginning of year	 	 	4,560	 	 	 	2,177	 	
Cash, end of year	 	$	3,498	 	 	$	4,560	 	
 	 	 	 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	 	 	 	
Cash paid during the year for income taxes	 	$	4,418	 	 	$	2,144	 	
Issuance of restricted stock	 	 	7,032	 	 	 	5,330	 	
Tax benefit allocated directly to equity	 	 	2,699	 	 	 	1,558	 	

Reconciliation of Net Income to Cash Earnings and Total Expenses to Cash Expenses	
(in thousands, except share and per share amounts)	
(unaudited)	
 	
 	 	Three Months Ended	 	 	
 	 	December 31,	 	%	
 	 	2008	 	2007	 	Change	
Net Income	 	$	5,121	 	 	$	3,282	 	 	56	%	
Add: Restricted stock expense	 	 	1,808	 	 	 	1,519	 	 	19	 	
Cash earnings	 	$	6,929	 	 	$	4,801	 	 	44	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,472,870	 	 	 	6,325,856	 	 	2	 	
Cash earnings per share	 	$	1.07	 	 	$	0.76	 	 	41	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total expenses	 	$	9,426	 	 	$	7,255	 	 	30	 	
Less: Restricted stock expense	 	 	(1,808	)	 	 	(1,519	)	 	19	 	
Cash expenses	 	$	7,618	 	 	$	5,736	 	 	33	%	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended	 	 	
 	 	December 31,	 	%	
 	 	2008	 	2007	 	Change	
Net Income	 	$	10,543	 	 	$	7,944	 	 	33	%	
Add: Restricted stock expense	 	 	6,735	 	 	 	5,316	 	 	27	 	
Cash earnings	 	$	17,278	 	 	$	13,260	 	 	30	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,451,468	 	 	 	6,199,669	 	 	4	 	
Cash earnings per share	 	$	2.68	 	 	$	2.14	 	 	25	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total expenses	 	$	29,921	 	 	$	24,085	 	 	24	 	
Less: Restricted stock expense	 	 	(6,735	)	 	 	(5,316	)	 	27	 	
Cash expenses	 	$	23,186	 	 	$	18,769	 	 	24	%	
 	 	 	 	 	 	 	 	 	 	 	 	
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, but 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 to evaluate 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 the non-cash expense associated with equity-based compensation awards of restricted stock and stock options. We define cash expenses as total expenses less non-cash equity-based compensation expense. 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. Cash EPS represents cash earnings divided by diluted weighted average shares outstanding.

(WHG-G)

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