Item 2.02 Results of Operations and Financial Condition.

On August 26, 2009, SWS Group, Inc. ("SWS") issued a press release regarding its results of operations for the fiscal year and fourth quarter ended June 26, 2009. The press release is attached hereto as Exhibit 99.1.

The press release attached as Exhibit 99.1 contains "non-GAAP financial measures" as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In the press release, SWS has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles ("GAAP") in the United States. In addition, SWS has provided in the press release the reasons why SWS believes that the non-GAAP financial measures provide useful information to investors.

Pursuant to General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for the purposes of Section 18 of the Exchange Act, and are not incorporated by reference into any filing of SWS, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01(d). Exhibits.

Exhibit 99.1 Press Release issued by SWS on August 26, 2009.

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