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 3, 2011

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 3, 2011, Westwood Holdings Group, Inc. issued a press release entitled “Westwood Holdings Group, Inc. Reports 2010 Results and Increases Quarterly Dividend; Assets Under Management Increase 23% Year-over-year to Record $12.5 Billion; Mutual Fund Assets Increase 71% Year-over-year to Record $970 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 $0.35 per common share payable on April 1, 2011 to stockholders of record on March 15, 2011.

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 3, 2011, entitled “Westwood Holdings Group, Inc. Reports 2010 Results and Increases Quarterly Dividend; Assets Under Management Increase 23% Year-over-year to Record $12.5 Billion; Mutual Fund Assets Increase 71% Year-over-year to Record $970 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:	February 3, 2011	 	 	 	

 	 	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 3, 2011, entitled “Westwood Holdings Group, Inc. Reports 2010 Results and Increases Quarterly Dividend; Assets Under Management Increase 23% Year-over-year to Record $12.5 Billion; Mutual Fund Assets Increase 71% Year-over-year to Record $970 Million”.	

Exhibit 99.1

Westwood Holdings Group, Inc. Reports 2010 Results and Increases Quarterly Dividend; Assets Under Management Increase 23% Year-over-year to Record $12.5 Billion; Mutual Fund Assets Increase 71% Year-over-year to Record $970 Million

DALLAS--(BUSINESS WIRE)--February 3, 2011--Westwood Holdings Group, Inc. (NYSE: WHG) today reported 2010 fourth quarter revenues of $15.4 million, net income of $3.3 million and earnings per diluted share of $0.46. This compares to revenues of $12.7 million, net income of $2.7 million and earnings per diluted share of $0.38 in the fourth quarter of 2009. Economic Earnings were $5.7 million compared to $4.7 million for the fourth quarter of 2009. Economic Earnings per share (“Economic EPS”) were $0.81 per diluted share compared to $0.73 per diluted share for the fourth quarter of 2009. (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.)

Assets under management were $12.5 billion as of December 31, 2010, an increase of 23% compared to $10.2 billion as of December 31, 2009. The increase was primarily due to market appreciation of assets under management, the acquisition of McCarthy Group Advisors in November and asset inflows from new and existing clients, partially offset by the withdrawal of assets by certain clients. Mutual fund assets, including five WHG Funds and the McCarthy Multi-Cap Stock Fund, were $970 million as of December 31, 2010, an increase of 71% compared to assets of $566 million as of December 31, 2009. On February 1, 2011, shareholders of the McCarthy Multi-Cap Stock Fund approved the fund’s reorganization into the WHG Dividend Growth Fund (WHGDX).

Brian Casey, Westwood’s President & CEO, commented, “Westwood achieved a number of important milestones in 2010. We posted the highest levels of assets under management, revenue and net income in our history. We expanded our private wealth franchise with the acquisition of McCarthy Group Advisors and introduced SMidCap Plus+ as an investment alternative to our highly successful SMidCap product, which recently reached its maximum asset capacity. Our WHG Funds continued their strong organic growth and approached $1 billion at year-end. Looking forward, we intend to utilize our stable financial position to reinvest in our business and capitalize on attractive growth opportunities in the marketplace.”

Westwood’s Board of Directors declared a quarterly cash dividend of $0.35 per common share, an increase from the previous quarterly dividend of $0.33 per share, payable on April 1, 2011 to stockholders of record on March 15, 2011.

For the year ended December 31, 2010, Westwood reported revenues of $55.3 million, net income of $11.3 million and earnings per diluted share of $1.58, compared to revenues of $42.6 million, net income of $7.9 million and earnings per diluted share of $1.09 for 2009. Economic Earnings for the year ended December 31, 2010 were $20.8 million compared to $15.6 million for 2009, while Economic EPS for the year ended December 31, 2010 were $3.06 per diluted share compared to $2.45 per diluted share for 2009.

Total expenses for the fourth quarter were $10.3 million compared with $8.4 million for the fourth quarter of 2009. Economic Expenses were $7.9 million compared with $6.5 million for the fourth quarter of 2009. (An explanation and reconciliation of Economic Expenses to total expenses is included in the attached tables.)

Westwood will host a conference call to discuss fourth 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 February 10 by dialing 888-284-7564 (domestic) or 904-596-3174 (international) and entering passcode 2591331.

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, individuals 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	 	 	Year ended	
 	 	December 31,	 	 	December 31,	
 	 	2010	 	2009	 	 	2010	 	2009	
REVENUES:	 	 	 	 	 	 	 	 	 	
Advisory fees	 	 	 	 	 	 	 	 	 	
Asset-based	 	$	11,696	 	$	9,676	 	 	$	42,153	 	$	31,794	
Trust fees	 	 	3,101	 	 	2,938	 	 	 	12,051	 	 	10,304	
Other revenues, net	 	 	633	 	 	109	 	 	 	1,109	 	 	455	
Total revenues	 	 	15,430	 	 	12,723	 	 	 	55,313	 	 	42,553	
 	 	 	 	 	 	 	 	 	 	
EXPENSES:	 	 	 	 	 	 	 	 	 	
Employee compensation and benefits	 	 	7,554	 	 	6,765	 	 	 	29,001	 	 	23,730	
Sales and marketing	 	 	254	 	 	128	 	 	 	823	 	 	576	
WHG mutual funds	 	 	318	 	 	175	 	 	 	662	 	 	600	
Information technology	 	 	374	 	 	296	 	 	 	1,351	 	 	1,221	
Professional services	 	 	1,025	 	 	401	 	 	 	2,941	 	 	1,531	
General and administrative	 	 	788	 	 	671	 	 	 	2,814	 	 	2,577	
Total expenses	 	 	10,313	 	 	8,436	 	 	 	37,592	 	 	30,235	
Income before income taxes	 	 	5,117	 	 	4,287	 	 	 	17,721	 	 	12,318	
Provision for income taxes	 	 	1,862	 	 	1,566	 	 	 	6,441	 	 	4,423	
Net income	 	$	3,255	 	$	2,721	 	 	$	11,280	 	$	7,895	
 	 	 	 	 	 	 	 	 	 	
Earnings per share:	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.48	 	$	0.38	 	 	$	1.62	 	$	1.10	
Diluted	 	$	0.46	 	$	0.38	 	 	$	1.58	 	$	1.09	

 	
 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
As of December 31, 2010 and 2009	
(in thousands, except par value and share amounts)	
 	
 	 	 	2010	 	 	 	2009	 	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	1,744	 	 	$	2,879	 	
Accounts receivable	 	 	7,348	 	 	 	6,406	 	
Investments, at market value	 	 	43,300	 	 	 	42,246	 	
Deferred income taxes	 	 	2,757	 	 	 	2,187	 	
Other current assets	 	 	733	 	 	 	625	 	
Total current assets	 	 	55,882	 	 	 	54,343	 	
Goodwill	 	 	11,281	 	 	 	3,915	 	
Intangible assets, net	 	 	5,119	 	 	 	1,050	 	
Property and equipment, net of accumulated depreciation of $1,542 and $1,315	 	 	346	 	 	 	578	 	
Total assets	 	$	72,628	 	 	$	59,886	 	
 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	
Current Liabilities:	 	 	 	 	
Accounts payable and accrued liabilities	 	$	1,290	 	 	$	995	 	
Dividends payable	 	 	-	 	 	 	2,359	 	
Compensation and benefits payable	 	 	9,369	 	 	 	6,273	 	
Income taxes payable	 	 	173	 	 	 	823	 	
Deferred acquisition liability	 	 	899	 	 	 	900	 	
Other current liabilities	 	 	13	 	 	 	11	 	
Total current liabilities	 	 	11,744	 	 	 	11,361	 	
Deferred acquisition liability	 	 	-	 	 	 	796	 	
Deferred income taxes	 	 	117	 	 	 	238	 	
Deferred rent	 	 	90	 	 	 	273	 	
Total long-term liabilities	 	 	207	 	 	 	1,307	 	
Total liabilities	 	 	11,951	 	 	 	12,668	 	
Stockholders’ Equity:	 	 	 	 	
Common stock, $0.01 par value, authorized 25,000,000 shares, issued 7,874,873 and outstanding 7,645,678 shares at December 31, 2010; issued 7,308,812 and outstanding 7,151,472 shares at December 31, 2009	 	 	 
79	 	 	 	 
73	 	
Additional paid-in capital	 	 	65,639	 	 	 	47,741	 	
Treasury stock, at cost – 229,195 shares at December 31, 2010; 157,340 shares at December 31, 2009	 	 	(8,749	)	 	 	(6,026	)	
Accumulated other comprehensive income	 	 	926	 	 	 	1,559	 	
Retained earnings	 	 	2,782	 	 	 	3,871	 	
Total stockholders’ equity	 	 	60,677	 	 	 	47,218	 	
Total liabilities and stockholders’ equity	 	$	72,628	 	 	$	59,886	 	

 	
 	
WESTWOOD HOLDINGS GROUP, INC. AND SUBSIDIARIES	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in thousands)	
(unaudited)	
 	
 	 	 	2010	 	 	 	2009	 	
 	 	 	 	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	
Net income	 	$	11,280	 	 	$	7,895	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	 	274	 	 	 	241	 	
Amortization of intangible assets	 	 	155	 	 	 	13	 	
Fair market valuation of deferred acquisition liabilities	 	 	156	 	 	 	23	 	
Unrealized gains on investments	 	 	(694	)	 	 	(588	)	
Restricted stock amortization	 	 	9,269	 	 	 	7,666	 	
Deferred income taxes	 	 	(350	)	 	 	(73	)	
Excess tax benefits from stock based compensation	 	 	(1,026	)	 	 	(1,518	)	
Net purchases of investments – trading securities	 	 	(714	)	 	 	(9,721	)	
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	 	(942	)	 	 	6,232	 	
Other assets	 	 	(94	)	 	 	76	 	
Accounts payable and accrued liabilities	 	 	(2,167	)	 	 	(101	)	
Compensation and benefits payable	 	 	3,096	 	 	 	(779	)	
Income taxes payable and prepaid taxes	 	 	838	 	 	 	1,298	 	
Other liabilities	 	 	(100	)	 	 	(58	)	
Net cash provided by operating activities	 	 	18,981	 	 	 	10,606	 	
 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	
Purchases of money market funds – available for sale	 	 	(39,877	)	 	 	(64,984	)	
Sales of money market funds – available for sale	 	 	39,257	 	 	 	63,597	 	
Cash paid for business combination	 	 	(5,609	)	 	 	(251	)	
Purchases of property and equipment	 	 	(137	)	 	 	(86	)	
Net cash used in investing activities	 	 	(6,366	)	 	 	(1,724	)	
 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	
Purchases of treasury stock	 	 	(2,723	)	 	 	(2,526	)	
Excess tax benefits from stock based compensation	 	 	1,026	 	 	 	1,518	 	
Proceeds from exercise of stock options	 	 	213	 	 	 	33	 	
Cash dividends	 	 	(12,266	)	 	 	(8,526	)	
Net cash used in financing activities	 	 	(13,750	)	 	 	(9,501	)	
 	 	 	 	 	
NET DECREASE IN CASH AND CASH EQUIVALENTS	 	 	(1,135	)	 	 	(619	)	
Cash and cash equivalents, beginning of year	 	 	2,879	 	 	 	3,498	 	
Cash and cash equivalents, end of year	 	$	1,744	 	 	$	2,879	 	
 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	
Cash paid during the year for income taxes	 	$	5,937	 	 	$	3,199	 	
Issuance of restricted stock	 	 	14,664	 	 	 	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	 	 	 	
 	 	December 31	 	 	%	
 	 	 	2010	 	 	 	2009	 	 	 	Change	
Net Income	 	$	3,255	 	 	$	2,721	 	 	 	20	%	
Add: Restricted stock expense	 	 	2,342	 	 	 	1,972	 	 	 	19	 	
Add: Intangible amortization	 	 	76	 	 	 	13	 	 	 	485	 	
Add: Tax benefit from goodwill amortization	 	 	31	 	 	 	5	 	 	 	520	 	
Economic earnings	 	$	5,704	 	 	$	4,711	 	 	 	21	 	
 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	7,018,633	 	 	 	6,442,095	 	 	 	9	 	
Economic earnings per share	 	$	0.81	 	 	$	0.73	 	 	 	11	 	
 	 	 	 	 	 	 	 	
Total expenses	 	$	10,313	 	 	$	8,436	 	 	 	22	 	
Less: Restricted stock expense	 	 	(2,342	)	 	 	(1,972	)	 	 	19	 	
Less: Intangible amortization	 	 	(76	)	 	 	(13	)	 	 	485	 	
Economic expenses	 	$	7,895	 	 	$	6,451	 	 	 	22	%	
 	 	 	 	 	 	
 	 	Year Ended	 	 	 	
 	 	December 31	 	 	%	
 	 	 	2010	 	 	 	2009	 	 	 	Change	
Net Income	 	$	11,280	 	 	$	7,895	 	 	 	43	%	
Add: Restricted stock expense	 	 	9,269	 	 	 	7,666	 	 	 	21	 	
Add: Intangible amortization	 	 	155	 	 	 	13	 	 	 	1,092	 	
Add: Tax benefit from goodwill amortization	 	 	59	 	 	 	5	 	 	 	1,080	 	
Economic earnings	 	$	20,763	 	 	$	15,579	 	 	 	33	 	
 	 	 	 	 	 	 	 	
Diluted weighted average shares	 	 	6,795,351	 	 	 	6,366,988	 	 	 	7	 	
Economic earnings per share	 	$	3.06	 	 	$	2.45	 	 	 	25	 	
 	 	 	 	 	 	 	 	
Total expenses	 	$	37,592	 	 	$	30,235	 	 	 	24	 	
Less: Restricted stock expense	 	 	(9,269	)	 	 	(7,666	)	 	 	21	 	
Less: Intangible amortization	 	 	(155	)	 	 	(13	)	 	 	1,092	 	
Economic expenses	 	$	28,168	 	 	$	22,556	 	 	 	25	%	
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 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