NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES

The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 16, 2015, pursuant to the provisions of Rule 12d2-2 (a).

[  X  ] 17 CFR 240.12d2-2(a)(3)  That on January 1, 2015 the instruments representing the securities comprising the entire class of this security came to evidence, by operation of law or otherwise, other securities in substitution therefore and represent no other right except, if such be the fact, the right  to receive an immediate cash payment.

The merger between SWS Group, Inc. and Hilltop Holdings Inc. became effective on January 1, 2015. Each share of Common Stock of SWS Group, Inc. wasconverted into $1.94 in cash and 0.2496 of a share of Common Stock of Hilltop Holdings Inc. for each share of Common Stock of SWS Group, Inc. held.

The Exchange also notifies the Securities and Exchange Commission that as a result of the above indicated conditions this security was suspended from trading on January 2, 2015.