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 18, 2013

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 18, 2013, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports First Quarter 2013 Results; Quarterly Revenues Increase 13% Year-over-Year; Assets Under Management Increase to Record $15.3 Billion; Westwood International Assets Surpass $1 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 $0.40 per common share payable on July 1, 2013 to stockholders of record on June 14, 2013.

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 18, 2013, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2013 Results; Quarterly Revenues Increase 13% Year-over-Year; Assets Under Management Increase to Record $15.3 Billion; Westwood International Assets Surpass $1 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 18, 2013
 	 	 	
 	WESTWOOD HOLDINGS GROUP, INC.	 	

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

EXHIBIT INDEX
Exhibit Number	 	Description	
 	 	 	
99.1	 	Press Release dated April 18, 2013, entitled “Westwood Holdings Group, Inc. Reports First Quarter 2013 Results; Quarterly Revenues Increase 13% Year-over-Year; Assets Under Management Increase to Record $15.3 Billion; Westwood International Assets Surpass $1 Billion”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports First Quarter 2013 Results

Quarterly Revenues Increase 13% Year-over-Year;

Assets Under Management Increase to Record of $15.3 Billion;

Westwood International Assets Surpass $1 Billion

DALLAS--(BUSINESS WIRE)--April 18, 2013--Westwood Holdings Group, Inc. (NYSE: WHG) today reported first quarter 2013 revenues of $20.1 million, a 13% increase compared to revenues of $17.9 million in the same period of 2012. Economic Earnings were $5.7 million in the first quarter of 2013 compared to $5.8 million for the first quarter of 2012. Economic Earnings per share (“Economic EPS”) were $0.76 in the first quarter of 2013 compared to $0.80 in the first quarter of 2012. Diluted earnings per share for the first quarter of 2013 were $0.38 compared to $0.52 in the same period in 2012. Net income in the first quarter of 2013 was $2.8 million compared to $3.8 million in the prior year period.

Westwood International Advisors, Inc. (“WIA”) has experienced substantial growth in assets under management (“AUM”) since launching our Emerging Markets and Global Equity strategies in mid-2012. WIA’s AUM exceeded $1 billion at March 31, 2013, an increase of 14% from year end. WIA contributed $1.5 million to revenues during the first quarter with $2.7 million of related costs. Excluding WIA related items, first quarter 2013 Economic EPS and diluted earnings per share would have been $0.88 and $0.50, respectively.

Brian Casey, Westwood’s President & CEO, commented, “We are very pleased with our first quarter financial results and with our progress on several initiatives. The performance of our Income Opportunity, Small Cap and MLP strategies was exceptionally strong during the first quarter, and we benefited from the strength of the U.S. equity markets. We are seeing steady inflows into our Income Opportunity product and, as previously reported, our Income Opportunity mutual fund has surpassed $1 billion in assets. WIA is off to a great start with a robust pipeline of new client prospects. At March 31, 2013 Westwood had $53.8 million in cash and investments, with stockholders equity of $75.8 million and no debt.”

Aggregate assets under management reached a record $15.3 billion as of March 31, 2013, an increase of 8% compared to $14.2 billion as of year end, and 11% higher than March 31, 2012. Mutual fund assets, now comprising ten Westwood Funds, stood at $1.9 billion as of March 31, 2013, an increase of 19% compared to year end and an increase of 30% compared to $1.5 billion as of March 31, 2012.

Total expenses for the first quarter of 2013 were $15.4 million compared with $11.8 million in the year ago quarter, while Economic Expenses were $12.6 million compared with $9.8 million for the first quarter of 2012.

Westwood’s Board of Directors declared a quarterly cash dividend of $0.40 per common share, payable on July 1, 2013 to stockholders’ of record on June 14, 2013.

Economic Earnings, Economic EPS, and Economic Expenses 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 2013 results and other business updates at 4:30 p.m. Eastern time today. To join the conference call, dial 866-548-2699 (domestic) or 904-271-2009 (international). The conference call can also be accessed via our Investor Relations page at westwoodgroup.com and will be available for replay through April 25 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2973131.

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. Access to these strategies is available through separate accounts, commingled funds and the Westwood Funds TM  family of mutual funds. Westwood has significant, 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, 2012 and its quarterly report on Form 10-Q for the quarter ended March 31, 2013. 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,	
 	 	2013	 	 	2012	
REVENUES:	 	 	 	 	 	
Advisory fees - asset-based	 	$	15,547	 	 	 	$	14,090	 	
Trust fees	 	 	4,217	 	 	 	 	3,471	 	
Other revenues, net	 	 	336	 	 	 	 	303	 	
Total revenues	 	 	20,100	 	 	 	 	17,864	 	
 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	
Employee compensation and benefits	 	 	11,843	 	 	 	 	8,914	 	
Sales and marketing	 	 	287	 	 	 	 	212	 	
Westwood mutual funds	 	 	404	 	 	 	 	209	 	
Information technology	 	 	656	 	 	 	 	596	 	
Professional services	 	 	1,002	 	 	 	 	879	 	
General and administrative	 	 	1,189	 	 	 	 	970	 	
Total expenses	 	 	15,381	 	 	 	 	11,780	 	
Income before income taxes	 	 	4,719	 	 	 	 	6,084	 	
Provision for income taxes	 	 	1,886	 	 	 	 	2,299	 	
Net income	 	$	2,833	 	 	 	$	3,785	 	
Other comprehensive income:	 	 	 	 	 	
Available-for-sale investments:	 	 	 	 	 	
Change in unrealized gain on investment securities, net of income taxes of $0 and $(238), respectively	 	 	-	 	 	 	 	(435	)	
Foreign currency translation adjustments	 	 	(77	)	 	 	 	-	 	
Other comprehensive income	 	 	(77	)	 	 	 	(435	)	
Total comprehensive income	 	$	2,756	 	 	 	$	3,350	 	
 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	
Basic	 	$	0.39	 	 	 	$	0.53	 	
Diluted	 	$	0.38	 	 	 	$	0.52	 	
 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	
Basic	 	 	7,287,161	 	 	 	 	7,087,778	 	
Diluted	 	 	7,481,668	 	 	 	 	7,268,353	 	
 	 	 	 	 	 	
Economic Earnings	 	$	5,667	 	 	 	$	5,819	 	
Economic EPS	 	$	0.76	 	 	 	$	0.80	 	

 	 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
As of March 31, 2013 and December 31, 2012	
(in thousands, except par value and share amounts)	
 	 	 	 	 	 	
 	 	March 31,
2013	 	 	December 31,
2012	
ASSETS	 	 	 	 	 	
Current Assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	5,774	 	 	 	$	3,817	 	
Accounts receivable	 	 	10,053	 	 	 	 	8,920	 	
Investments, at fair value	 	 	47,985	 	 	 	 	59,906	 	
Deferred income taxes	 	 	1,320	 	 	 	 	3,362	 	
Prepaid income taxes	 	 	514	 	 	 	 	-	 	
Other current assets	 	 	2,751	 	 	 	 	1,365	 	
Total current assets	 	 	68,397	 	 	 	 	77,370	 	
Goodwill	 	 	11,255	 	 	 	 	11,255	 	
Deferred income taxes	 	 	1,610	 	 	 	 	1,696	 	
Intangible assets, net	 	 	4,059	 	 	 	 	4,149	 	
Property and equipment, net of accumulated depreciation of $1,836 and $1,747	 	 	2,195	 	 	 	 	2,145	 	
Total assets	 	$	87,516	 	 	 	$	96,615	 	
 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,881	 	 	 	$	1,636	 	
Dividends payable	 	 	3,424	 	 	 	 	1,201	 	
Compensation and benefits payable	 	 	4,576	 	 	 	 	14,537	 	
Income taxes payable	 	 	-	 	 	 	 	1,438	 	
Other current liabilities	 	 	15	 	 	 	 	14	 	
Total current liabilities	 	 	9,896	 	 	 	 	18,826	 	
Accrued dividends	 	 	654	 	 	 	 	-	 	
Deferred rent	 	 	1,210	 	 	 	 	1,238	 	
Total long-term liabilities	 	 	1,864	 	 	 	 	1,238	 	
Total liabilities	 	 	11,760	 	 	 	 	20,064	 	
Stockholders’ Equity:	 	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,703,435 and outstanding 8,123,002 shares at March 31, 2013; issued 8,526,598 and outstanding 8,031,045 shares at December 31, 2012	 	 	87	 	 	 	 	85	 	
Additional paid-in capital	 	 	91,876	 	 	 	 	88,483	 	
Treasury stock, at cost – 580,433 shares at March 31, 2013; 495,553 shares at December 31, 2012	 	 	(22,223	)	 	 	 	(18,502	)	
Accumulated other comprehensive income	 	 	(47	)	 	 	 	30	 	
Retained earnings	 	 	6,063	 	 	 	 	6,455	 	
Total stockholders’ equity	 	 	75,756	 	 	 	 	76,551	 	
Total liabilities and stockholders’ equity	 	$	87,516	 	 	 	$	96,615	 	

 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
(unaudited)	
 	 	 	
 	 	For the three months
ended March 31,	
 	 	2013	 	 	2012	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	
Net income	 	$	2,833	 	 	 	$	3,785	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
Depreciation	 	 	90	 	 	 	 	81	 	
Amortization of intangible assets	 	 	90	 	 	 	 	122	 	
Unrealized losses on investments	 	 	373	 	 	 	 	138	 	
Loss on disposal of property	 	 	-	 	 	 	 	1	 	
Restricted stock amortization	 	 	2,706	 	 	 	 	1,865	 	
Deferred income taxes	 	 	2,079	 	 	 	 	2,666	 	
Excess tax benefits from stock based compensation	 	 	(672	)	 	 	 	(588	)	
Net purchases of investments – trading securities	 	 	11,546	 	 	 	 	6,818	 	
Changes in operating assets and liabilities:	 	 	 	 	 	
Accounts receivable	 	 	(1,164	)	 	 	 	(101	)	
Other current assets	 	 	(1,313	)	 	 	 	(391	)	
Accounts payable and accrued liabilities	 	 	(198	)	 	 	 	(7	)	
Compensation and benefits payable	 	 	(9,906	)	 	 	 	(9,141	)	
Income taxes payable and prepaid taxes	 	 	(1,166	)	 	 	 	(401	)	
Other liabilities	 	 	(6	)	 	 	 	(6	)	
Net cash provided by operating activities	 	 	5,292	 	 	 	 	4,841	 	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	
Purchases of property and equipment	 	 	(247	)	 	 	 	(48	)	
Net cash used in investing activities	 	 	(247	)	 	 	 	(48	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	
Purchases of treasury stock	 	 	(3,721	)	 	 	 	(3,403	)	
Excess tax benefits from stock based compensation	 	 	672	 	 	 	 	588	 	
Proceeds from exercise of stock options	 	 	-	 	 	 	 	(2,759	)	
Cash dividends	 	 	-	 	 	 	 	22	 	
Net cash used in financing activities	 	 	(3,049	)	 	 	 	(5,552	)	
 	 	 	 	 	 	
Effect of currency rate changes on cash	 	 	(39	)	 	 	 	-	 	
 	 	 	 	 	 	
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	 	 	1,957	 	 	 	 	(759	)	
Cash and cash equivalents, beginning of year	 	 	3,817	 	 	 	 	5,264	 	
Cash and cash equivalents, end of year	 	$	5,774	 	 	 	$	4,505	 	
 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	
Cash paid during the year for income taxes	 	$	1,064	 	 	 	$	35	 	

 	 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
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	 	 	%	
 	 	2013	 	 	2012	 	 	Change	
Net Income	 	$	2,833	 	 	 	$	3,785	 	 	 	(25	)%	
Add: Restricted stock expense	 	 	2,706	 	 	 	 	1,865	 	 	 	45	 	
Add: Intangible amortization	 	 	90	 	 	 	 	122	 	 	 	(26	)	
Add: Tax benefit from goodwill amortization	 	 	38	 	 	 	 	47	 	 	 	(19	)	
Economic earnings	 	$	5,667	 	 	 	$	5,819	 	 	 	(3	)	
 	 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,481,668	 	 	 	 	7,268,353	 	 	 	3	 	
Economic EPS	 	$	0.76	 	 	 	$	0.80	 	 	 	(5	)	
 	 	 	 	 	 	 	 	 	
Total expenses	 	$	15,381	 	 	 	$	11,780	 	 	 	31	 	
Less: Restricted stock expense	 	 	(2,706	)	 	 	 	(1,865	)	 	 	45	 	
Less: Intangible amortization	 	 	(90	)	 	 	 	(122	)	 	 	(26	)	
Economic Expenses	 	$	12,585	 	 	 	$	9,793	 	 	 	29	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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 reviews 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 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