8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

August 19, 2010

SWS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19483	75-2040825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Elm Street, Suite 3500

Dallas, Texas 75270

(Address of principal executive offices and zip code)

(214) 859-1800

(Registrant’s telephone

number, including area code)

N/A

(Former name or former address, if changed since last report)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On August 18, 2010, Donald W. Hultgren announced his resignation from the positions of director, President and Chief Executive Officer of SWS Group, Inc. (the “Company”). On August 18, 2010, James H. Ross was appointed to serve as a member of the Board of Directors and as Interim Chief Executive Officer of the Company, filling the vacancies created as a result of Mr. Hultgren’s resignation.

Mr. Ross, 60, has served as Executive Vice President of the Company since November 2004 and, in September 2007, was elected to serve as President and Chief Executive Officer of Southwest Securities, Inc., the Company’s principal broker/dealer subsidiary. Mr. Ross served as the Director of the Private Client Group at Southwest Securities, Inc. from March 2004 to March 2008. He has served as Chief Executive Officer of SWS Financial Services, Inc. since March 2004. Mr. Ross came to Southwest Securities, Inc. in 2004, to head the Private Client Group’s brokerage office in downtown Dallas, Texas. Prior to coming to Southwest Securities, Inc., Mr. Ross was with UBS Paine Webber, where, from April 1991 to December 2003, Mr. Ross held various positions from financial advisor to branch manager. He began his securities industry career in 1975. The Board concluded that Mr. Ross should serve as a director of the Company for the following reasons among others: (i) Mr. Ross has broad and extensive experience in the securities industry and its regulatory environment (ii) Mr. Ross has successfully managed the Company’s principal subsidiary including the management of senior level staff and profit centers for the past three years (iii) Mr. Ross also has significant experience with sales and marketing, strategic planning and mergers and acquisitions.

The Company issued a press release announcing the resignation of Mr. Hultgren and the appointment of Mr. Ross as a director and Interim Chief Executive Officer of the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01(d). Exhibits.

Exhibit 99.1 Press Release issued by SWS Group, Inc. on August 19, 2010.

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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.

	SWS GROUP, INC.
Date: August 19, 2010	By:	/s/ Kenneth R. Hanks
		Kenneth R. Hanks
		Executive Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued by SWS Group, Inc. on August 19, 2010.

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EX-99.1

Exhibit 99.1

SWS Group, Inc. CEO Resigns

James H. Ross Named to Interim CEO Position

DALLAS, August 19, 2010 — Donald W. Hultgren resigned Wednesday as president, CEO and a member of the Board of Directors of SWS Group, Inc. (NYSE: SWS). James H. Ross, president and CEO of the company’s principal brokerage subsidiary, Southwest Securities, Inc., was named to the Board of Directors and will serve as interim CEO until the SWS board names an executive to fill the CEO position on a permanent basis.

“Don Hultgren has resigned to pursue other interests,” SWS Group Chairman Don A. Buchholz said. “We thank him for his service to the company during the past 10 years and wish him well in his future endeavors.”

“I am honored to serve as interim CEO during this transition time,” Mr. Ross said. “Our commitment to meet the brokerage and banking needs of our customers and serve the best interests of our shareholders continues to be our top priority.” Mr. Ross retained his role as the top officer of Southwest Securities, Inc. in addition to the position as interim CEO of the parent company.

Mr. Hultgren, 53, had served as the company’s CEO since August 2002. He came to SWS as executive vice president two years earlier from Raymond James & Associates where he had served in various executive posts, including senior managing director of equity research.

Mr. Ross, 60, a veteran of more than three decades in the securities industry, joined Southwest Securities, Inc. in 2004 from UBS PaineWebber. He was appointed an executive vice president of SWS Group in his first year with the company and given responsibility for all retail brokerage areas. In September 2007, he was appointed to the additional role of president and CEO of Southwest Securities, Inc.

(more)

James H. Ross Named Interim CEO of SWS Group / 2

SWS Group plans to announce its fiscal 2010 and fourth quarter financial results on Monday, August 30, after the market’s close. The company will hold its regular quarterly call with market professionals the next morning, Tuesday, August 31, at 9 a.m. CDT, and file its Annual Report on Form 10-K the same day.

SWS Group, Inc. is a Dallas-based financial services company offering a broad range of services through its subsidiaries – Southwest Securities, Inc., Southwest Securities, FSB and SWS Financial Services, Inc. The company’s common stock is listed and traded on the New York Stock Exchange under the symbol SWS.

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CONTACT: Jim Bowman, Vice President—Corporate Communications, (214) 859-9335 jbowman@swst.com