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 18, 2012

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 18, 2012, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2012 Results and Increases Quarterly Dividend; Assets Under Management Increase 21% Year-over-year to Record $14.1 Billion; Mutual Fund Assets Increase 46% Year-over-year to Record $1.6 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 December 14, 2012 to stockholders of record on December 3, 2012.

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 18, 2012, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2012 Results and Increases Quarterly Dividend; Assets Under Management Increase 21% Year-over-year to Record $14.1 Billion; Mutual Fund Assets Increase 46% Year-over-year to Record $1.6 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:      October 18, 2012
 	 	 	
 	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 18, 2012, entitled “Westwood Holdings Group, Inc. Reports Third Quarter 2012 Results and Increases Quarterly Dividend; Assets Under Management Increase 21% Year-over-year to Record $14.1 Billion; Mutual Fund Assets Increase 46% Year-over-year to Record $1.6 Billion”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports Third Quarter 2012 Results and Increases Quarterly Dividend; Assets Under Management Increase 21% Year-over-year to Record $14.1 Billion; Mutual Fund Assets Increase 46% Year-over-year to Record $1.6 Billion

DALLAS--(BUSINESS WIRE)--October 18, 2012--Westwood Holdings Group, Inc. (NYSE: WHG) today reported third quarter 2012 revenues of $18.9 million, net income of $2.5 million and earnings per diluted share of $0.34. This compares to revenues of $16.0 million, net income of $3.3 million and earnings per diluted share of $0.46 in the third quarter 2011. Economic Earnings were $5.6 million compared to $5.9 million for the third quarter 2011. Economic Earnings per share (“Economic EPS”) were $0.76 per diluted share compared to $0.81 per diluted share for the third quarter 2011. (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.)

Third quarter 2012 results reflect the start-up phase of Westwood International Advisors Inc., our new Toronto-based subsidiary launched in the second quarter 2012 to manage Emerging Markets and Global Equities strategies. Westwood International now has eleven full-time employees and began managing assets for external clients during the third quarter. This launch timing meant that third quarter 2012 results reflected significant costs with little offsetting revenue thus far. As of September 30, 2012, Westwood International had total assets under management of $740 million, comprised of $486 million of external client assets and $254 million in Westwood Trust common trust fund assets.

Assets under management were $14.1 billion as of September 30, 2012, an increase of 21% compared to $11.7 billion as of September 30, 2011 primarily due to market appreciation and inflows from new and existing clients, partially offset by asset outflows from certain clients. Mutual fund assets totaled $1.6 billion as of September 30, 2012, an increase of 46% compared to $1.1 billion as of September 30, 2011.

Westwood’s Board of Directors declared a quarterly cash dividend of $0.40 per common share, an 8% increase from the previous quarterly dividend of $0.37 per share, payable on December 14, 2012 to stockholders of record on December 3, 2012.

Brian Casey, Westwood’s President & CEO, commented, “We are pleased to report assets under management of $14.1 billion, a record high, due to improved equity markets and to positive net cash flows driven by continued inflows to our Westwood Income Opportunity mutual fund and by strong demand for our new Emerging Markets strategy. Westwood mutual funds also achieved record quarter-end assets, aggregating $1.6 billion. Our new Canadian subsidiary, Westwood International Advisors, made great progress by building out the team to eleven talented professionals, beginning to manage its first institutional accounts and entering into a very promising relationship with National Bank of Canada to manage several mutual funds for Canadian investors. Many of our employees, in Canada as well as here in the U.S., have worked extremely hard to integrate these new operations, which represent attractive new investment strategies for our clients and significant growth opportunities for Westwood.”

For the nine months ended September 30, 2012, Westwood reported revenues of $56.9 million, net income of $8.5 million and earnings per diluted share of $1.16, compared to revenues of $51.9 million, net income of $10.6 million and earnings per diluted share of $1.47 for the same 2011 period. Economic Earnings for the nine months ended September 30, 2012 were $16.6 million compared to $18.7 million for the same period in 2011, while Economic EPS for the nine months ended September 30, 2012 were $2.28 per diluted share compared to $2.59 per diluted share for the same period in 2011.

Total expenses for the quarter were $14.6 million compared with $10.8 million for the third quarter of 2011. Economic Expenses were $11.6 million and $8.2 million for the current and prior year quarters, respectively. (Economic Expenses represents a non-GAAP performance measure and is explained and reconciled with the most comparable GAAP number in the attached tables.)

Westwood will host a conference call to discuss third quarter 2012 results and other business matters at 4:30 p.m. Eastern time today. To join the conference call, dial 866-337-6663 (domestic) or 904-520-5771 (outside the U.S. & Canada). The conference call can also be accessed via the Investor Relations page at westwoodgroup.com and will be available for replay through October 25, 2012 by dialing 888-284-7564 (dial 904-596-3174 outside the U.S. & Canada) and entering passcode 2735921.

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 maintains offices in Omaha and Toronto.

For more information on Westwood, please visit our website at www.westwoodgroup.com.

For more information on the Westwood FundsTM, please visit www.westwoodfunds.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,” “may,” “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; 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, 2011 and its quarterly report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2012. 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 or otherwise.

 	 	 	 	 	
 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)	
 	 	 	 	 	
 	 	Three months ended
September 30,	 	Nine months ended
September 30,	
 	 	2012	 	2011	 	2012	 	2011	
REVENUES:	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	
Asset-based	 	$	14,485	 	$	13,376	 	 	$	42,677	 	 	$	41,034	 	
Performance-based	 	 	69	 	 	-	 	 	 	1,251	 	 	 	991	 	
Trust fees	 	 	3,715	 	 	3,468	 	 	 	10,943	 	 	 	10,297	 	
Other revenues, net	 	 	672	 	 	(796	)	 	 	2,000	 	 	 	(406	)	
Total revenues	 	 	18,941	 	 	16,048	 	 	 	56,871	 	 	 	51,916	 	
 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	11,397	 	 	8,295	 	 	 	32,196	 	 	 	27,084	 	
Sales and marketing	 	 	350	 	 	221	 	 	 	823	 	 	 	666	 	
Westwood mutual funds	 	 	292	 	 	34	 	 	 	776	 	 	 	523	 	
Information technology	 	 	649	 	 	503	 	 	 	1,874	 	 	 	1,503	 	
Professional services	 	 	739	 	 	710	 	 	 	3,681	 	 	 	2,438	 	
General and administrative	 	 	1,183	 	 	988	 	 	 	3,354	 	 	 	2,870	 	
Total expenses	 	 	14,610	 	 	10,751	 	 	 	42,704	 	 	 	35,084	 	
Income before income taxes	 	 	4,331	 	 	5,297	 	 	 	14,167	 	 	 	16,832	 	
Provision for income taxes	 	 	1,827	 	 	2,014	 	 	 	5,680	 	 	 	6,263	 	
Net income	 	 	2,504	 	 	3,283	 	 	 	8,487	 	 	 	10,569	 	
Other comprehensive income:	 	 	 	 	 	 	 	 	
Unrealized gain (loss) on investment securities, net of income taxes of $0, $5, $(714), and $386, respectively	 	 	-	 	 	10	 	 	 	(1,309	)	 	 	717	 	
Foreign currency translation gain	 	 	78	 	 	-	 	 	 	60	 	 	 	-	 	
Total comprehensive income	 	$	2,582	 	$	3,293	 	 	$	7,238	 	 	$	11,286	 	
 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.35	 	$	0.47	 	 	$	1.19	 	 	$	1.51	 	
Diluted	 	$	0.34	 	$	0.46	 	 	$	1.16	 	 	$	1.47	 	
 	 	 	 	 	 	 	 	 	
Dividends declared per share	 	$	0.37	 	$	0.35	 	 	$	1.11	 	 	$	1.05	 	

 	 	 	 	 	
 	 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 30, 2012 and December 31, 2011
(in thousands, except par value and share amounts)	
 	 	 	 	 	
 	 	September 30, 2012
(unaudited)	 	December 31, 2011	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	6,777	 	 	$	5,264	 	
Accounts receivable	 	 	8,209	 	 	 	7,707	 	
Investments, at fair value	 	 	52,913	 	 	 	54,868	 	
Deferred income taxes	 	 	2,505	 	 	 	3,142	 	
Prepaid income taxes	 	 	1,669	 	 	 	-	 	
Other current assets	 	 	2,190	 	 	 	1,501	 	
Total current assets	 	 	74,263	 	 	 	72,482	 	
Goodwill	 	 	11,255	 	 	 	11,255	 	
Intangible assets, net	 	 	4,255	 	 	 	4,621	 	
Property and equipment, net of accumulated depreciation of $1,763 and $1,647	 	 	2,170	 	 	 	2,239	 	
Total assets	 	$	91,943	 	 	$	90,597	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,781	 	 	$	1,674	 	
Dividends payable	 	 	3,702	 	 	 	3,074	 	
Compensation and benefits payable	 	 	10,710	 	 	 	12,677	 	
Income taxes payable	 	 	-	 	 	 	85	 	
Other current liabilities	 	 	13	 	 	 	13	 	
Total current liabilities	 	 	16,206	 	 	 	17,523	 	
Deferred income taxes	 	 	549	 	 	 	969	 	
Deferred rent	 	 	1,266	 	 	 	1,348	 	
Total long-term liabilities	 	 	1,815	 	 	 	2,317	 	
Total liabilities	 	 	18,021	 	 	 	19,840	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 8,522,398 and outstanding 8,026,845 shares at September 30, 2012; issued 8,105,018 and outstanding 7,707,189 shares at December 31, 2011	 	 	 
85	 	 	 	 
81	 	
Additional paid-in capital	 	 	85,584	 	 	 	76,969	 	
Treasury stock, at cost – 495,553 shares at September 30, 2012; 397,829 shares at December 31, 2011	 	 	(18,502	)	 	 	(14,706	)	
Accumulated other comprehensive income, net of deferred taxes	 	 	691	 	 	 	1,940	 	
Retained earnings	 	 	6,064	 	 	 	6,473	 	
Total stockholders’ equity	 	 	73,922	 	 	 	70,757	 	
Total liabilities and stockholders’ equity	 	$	91,943	 	 	$	90,597	 	

 	 	 	 	
 	 	 	 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)	
 	 	 	 	
 	 	 	For the nine months
ended September 30,	
 	 	 	2012	 	2011	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	
Net income	 	 	$	8,487	 	 	$	10,569	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
Depreciation	 	 	 	257	 	 	 	184	 	
Amortization of intangible assets	 	 	 	366	 	 	 	374	 	
Fair value adjustment of liabilities	 	 	 	(96	)	 	 	(126	)	
(Gain) on sale of available for sale investment	 	 	 	(803	)	 	 	-	 	
Unrealized (gains) and losses on trading investments	 	 	 	(164	)	 	 	682	 	
Restricted stock amortization	 	 	 	7,635	 	 	 	7,601	 	
Loss on disposal of property	 	 	 	1	 	 	 	-	 	
Deferred income taxes	 	 	 	931	 	 	 	1,147	 	
Excess tax benefits from stock-based compensation	 	 	 	(676	)	 	 	(692	)	
Net purchases of investments – trading securities	 	 	 	96	 	 	 	(5,109	)	
Change in operating assets and liabilities:	 	 	 	 	 	
Accounts receivable	 	 	 	(495	)	 	 	(649	)	
Other current assets	 	 	 	(684	)	 	 	(168	)	
Accounts payable and accrued liabilities	 	 	 	(2,691	)	 	 	170	 	
Compensation and benefits payable	 	 	 	(1,996	)	 	 	704	 	
Income taxes payable and prepaid income taxes	 	 	 	(961	)	 	 	(706	)	
Other liabilities	 	 	 	(69	)	 	 	335	 	
Net cash provided by operating activities	 	 	 	9,138	 	 	 	14,316	 	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	
Sale of available for sale investment	 	 	 	950	 	 	 	-	 	
Purchase of property and equipment	 	 	 	(238	)	 	 	(1,092	)	
Net cash provided by (used in) investing activities	 	 	 	712	 	 	 	(1,092	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	
Purchase of treasury stock	 	 	 	(3,796	)	 	 	(5,858	)	
Excess tax benefits from stock-based compensation	 	 	 	676	 	 	 	692	 	
Cash dividends	 	 	 	(5,475	)	 	 	(5,295	)	
Proceeds from exercise of stock options	 	 	 	210	 	 	 	65	 	
Net cash used in financing activities	 	 	 	(8,385	)	 	 	(10,396	)	
 	 	 	 	 	 	
EFFECT OF CURRENCY RATE CHANGES ON CASH	 	 	 	48	 	 	 	-	 	
 	 	 	 	 	 	
NET INCREASE IN CASH	 	 	 	1,513	 	 	 	2,828	 	
Cash and cash equivalents, beginning of period	 	 	 	5,264	 	 	 	1,744	 	
Cash and cash equivalents, end of period	 	 	$	6,777	 	 	$	4,572	 	
 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	
Cash paid during the period for income taxes	 	 	$	5,708	 	 	$	5,877	 	

 	 	 	 	 	
 	 	 	 	 	
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,	 	%	
 	 	2012	 	2011	 	Change	
Net Income	 	$	2,504	 	 	$	3,283	 	 	(24	)%	
Add: Restricted stock expense	 	 	2,886	 	 	 	2,409	 	 	20	 	
Add: Intangible amortization	 	 	122	 	 	 	125	 	 	(2	)	
Add: Tax benefit from goodwill amortization	 	 	47	 	 	 	47	 	 	-	 	
Economic earnings	 	$	5,559	 	 	$	5,864	 	 	(5	)	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,323,245	 	 	 	7,216,138	 	 	1	 	
Economic earnings per share	 	$	0.76	 	 	$	0.81	 	 	(6	)	
 	 	 	 	 	 	 	
Total expenses	 	$	14,610	 	 	$	10,751	 	 	36	 	
Less: Restricted stock expense	 	 	(2,886	)	 	 	(2,409	)	 	20	 	
Less: Intangible amortization	 	 	(122	)	 	 	(125	)	 	(2	)	
Economic expenses	 	$	11,602	 	 	$	8,217	 	 	41	%	
 	 	 	 	 	
 	 	Nine Months Ended
September 30,	 	%	
 	 	2012	 	2011	 	Change	
Net Income	 	$	8,487	 	 	$	10,569	 	 	(20	)%	
Add: Restricted stock expense	 	 	7,635	 	 	 	7,601	 	 	-	 	
Add: Intangible amortization	 	 	366	 	 	 	374	 	 	(2	)	
Add: Tax benefit from goodwill amortization	 	 	142	 	 	 	142	 	 	-	 	
Economic earnings	 	$	16,630	 	 	$	18,686	 	 	(11	)	
 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,301,014	 	 	 	7,204,335	 	 	1	 	
Economic earnings per share	 	$	2.28	 	 	$	2.59	 	 	(12	)	
 	 	 	 	 	 	 	
Total expenses	 	$	42,704	 	 	$	35,084	 	 	22	 	
Less: Restricted stock expense	 	 	(7,635	)	 	 	(7,601	)	 	-	 	
Less: Intangible amortization	 	 	(366	)	 	 	(374	)	 	(2	)	
Economic expenses	 	$	34,703	 	 	$	27,109	 	 	28	%	
 	 	 	 	 	 	 	 	 	 	 	 	
As supplemental information, we provide 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 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