Exhibit 3.1

                         Certificate of Amendment to the
                              Amended and Restated
                         Certificate of Incorporation of
                          Westwood Holdings Group, Inc.

         Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Company files the following Certificate of
Amendment to its Amended and Restated Certificate of Incorporation, which amends
the fourth section thereof so as to increase the number of shares of common
stock, par value $0.01 per share (the "Common Stock"), authorized to be issued
from 10,000,000 shares to 25,000,000 shares.

                                    ARTICLE I

         The name of the Company is Westwood Holdings Group, Inc.

                                   ARTICLE II

         At a meeting of the Board of Directors (the "Board") of the Company
held on February 6, 2008, the Board adopted resolutions setting forth a proposed
amendment of the Amended and Restated Certificate of Incorporation of the
Company, declaring said amendment to be advisable, and directing that such
amendment be considered by the stockholders of the Company entitled to vote
thereon. The resolution setting forth the proposed amendment is as follows:

                  NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval
         of the stockholders of the Company (the "Stockholders"), the Board
         hereby authorizes and approves the following amendment to the
         Certificate of Incorporation to increase the number of shares of Common
         Stock authorized to be issued from 10,000,000 shares to 25,000,000
         shares (the "Amendment"):

                           The first paragraph of Section 4 of the Company's
                  Amended and Restated Certificate of Incorporation is hereby
                  amended and restated to read in its entirety as follows:

                  "Section 4. The Corporation shall have the authority to issue
                  25,000,000 shares of Common Stock with a par value of $0.01
                  per share. The Board of Directors of the Corporation has the
                  authority, without further action by the stockholders, to
                  issue 1,000,000 shares of Preferred Stock, par value $0.01 per
                  share, in one or more series and to fix the rights,
                  preferences, privileges and restrictions thereof, including
                  without limitation dividend rights, conversion rights, voting
                  rights, terms of redemption, liquidation preferences, sinking
                  fund terms and the number of shares constituting any series or
                  the designation of such series, without any further vote or
                  action by the stockholders."

                           The remaining provisions of Section 4 of the
                  Company's Amended and Restated Certificate of Incorporation
                  shall remain the same and in full force and effect.



                                   ARTICLE III

         Thereafter, pursuant to resolution of the Board, the annual meeting of
stockholders of the Company was duly called and held, upon notice in accordance
with Section 222 of the Delaware General Corporation Law, at which meeting the
necessary number of shares as required by statute were voted in favor of said
amendment. Specifically, at the time of adoption, the holders of 6,968,708
shares of capital stock of the Company were entitled to vote on said amendment,
of which 5,974,892 shares voted for said amendment, 815,553 voted against said
amendment and 2,791 shares abstained from voting.

                                   ARTICLE IV

Said amendment was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law.


IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS THE 2ND DAY OF MAY, 2008.

                                         WESTWOOD HOLDINGS GROUP, INC.

                                         By:      /s/ Brian O. Casey
                                                  ------------------------------

                                         Name:    Brian O. Casey
                                                  ------------------------------

                                         Title:   President & CEO
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