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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Form 10-Q/A



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 24, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-19483



SWS GROUP, INC.

(Exact name of
registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 75-2040825                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|1201 Elm Street, Suite 3500, Dallas, Texas |  | 75270     
|(Address of principal executive offices)   |  | (Zip Code)



Registrants
telephone number, including area code (214) 859-1800



---

(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  þ    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes  þ    No ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):



Yes ̈No  þ



As of October 27, 2004, there were 17,268,821 shares of the registrants common stock, $.10 par value, outstanding.



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Explanatory Note



This Amendment No. 1 on Form 10-Q/A includes restated unaudited consolidated financial statements for the three months ended
September 24, 2004 and September 26, 2003 which supersedes the Companys previously issued unaudited consolidated financial statements for those interim periods. For information regarding the restatement, see RESTATEMENT FOR STATEMENT
OF FINANCIAL ACCOUNTING STANDARDS (SFAS) No. 133Accounting for Derivative Instruments and Hedging Activities, as amended, contained herein. This Amendment No. 1 also includes related changes to the
disclosures in Managements Discussion and Analysis of Financial Condition and Results of Operations and Controls and Procedures and other changes throughout that are intended to conform the disclosure herein to that
included with the Companys Annual Report on Form 10-K for the fiscal year ended June 24, 2005. Except as otherwise specifically noted, all information contained herein is as of September 24, 2004 and does not reflect any events or
changes that have occurred subsequent to that date. For the convenience of readers, this Amendment No. 1 restates in its entirety the Companys Quarterly Report on Form 10-Q for the quarter ended September 24, 2004 (except that
certain exhibits that were previously filed with the Form 10-Q have been incorporated herein by reference to that Form 10-Q).



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##### Table of Contents

SWS GROUP, INC. AND SUBSIDIARIES

INDEX



|                              |  |                                                                                                                                            |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                           
|                              |  |                                                                                                                                           
|Item 1.                       |  | Financial Statements                                                                                                                       |  |   
|                              |  |                                                                                                                                           
|                              |  | Consolidated Statements of Financial ConditionSeptember 24, 2004 and June 25, 2004 (unaudited)                                             |  | 1 
|                              |  |                                                                                                                                           
|                              |  | Consolidated Statements of Income and Comprehensive IncomeFor the three months ended September 24, 2004 and September 26, 2003 (unaudited) |  | 2 
|                              |  |                                                                                                                                           
|                              |  | Consolidated Statements of Cash FlowsFor the three months ended September 24, 2004 and September 26, 2003 (unaudited)                      |  | 3 
|                              |  |                                                                                                                                           
|                              |  | Notes to Consolidated Financial Statements (unaudited)                                                                                     |  | 5 
|                              |  |                                                                                                                                           
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                      |  | 22
|                              |  |                                                                                                                                           
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                 |  | 40
|                              |  |                                                                                                                                           
|Item 4.                       |  | Controls and Procedures                                                                                                                    |  | 40
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                                           
|                              |  |                                                                                                                                           
|Item 1.                       |  | Legal Proceedings                                                                                                                          |  | 40
|                              |  |                                                                                                                                           
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                |  | 41
|                              |  |                                                                                                                                           
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                            |  | 41
|                              |  |                                                                                                                                           
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                        |  | 41
|                              |  |                                                                                                                                           
|Item 5.                       |  | Other Information                                                                                                                          |  | 42
|                              |  |                                                                                                                                           
|Item 6.                       |  | Exhibits                                                                                                                                   |  | 42
|                              | 
|SIGNATURES                    |  | 43                                                                                                                                        
|                              | 
|EXHIBIT INDEX                 |  | 44                                                                                                                                        



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##### Table of Contents

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

September 24, 2004 and June 25, 2004

(In thousands, except par values and share amounts)

(Unaudited)



|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | --------- | - | ---------- | - | --------- | -
|                                                                                                                                                                                                              |  | September |           |   | June       |  
|                                                                                                                                                                                                              |  |           |           |   | (Restated) |  
|Assets                                                                                                                                                                                                        |  |           |           |   |            |   |           |  
|Cash and cash equivalents                                                                                                                                                                                     |  | $         | 33,444    |   |            | $ | 88,589    |  
|Assets segregated for regulatory purposes                                                                                                                                                                     |  |           | 401,527   |   |            |   | 367,070   |  
|Marketable equity securities available for sale                                                                                                                                                               |  |           | 3,205     |   |            |   | 7,038     |  
|Receivable from brokers, dealers and clearing organizations                                                                                                                                                   |  |           | 3,452,684 |   |            |   | 3,107,287 |  
|Receivable from clients, net                                                                                                                                                                                  |  |           | 362,463   |   |            |   | 421,799   |  
|Loans held for sale, net                                                                                                                                                                                      |  |           | 97,008    |   |            |   | 79,083    |  
|Loans, net                                                                                                                                                                                                    |  |           | 476,447   |   |            |   | 462,957   |  
|Securities owned, at market value                                                                                                                                                                             |  |           | 187,979   |   |            |   | 136,199   |  
|Securities purchased under agreements to resell                                                                                                                                                               |  |           |          |   |            |   | 4,909     |  
|Goodwill                                                                                                                                                                                                      |  |           | 8,358     |   |            |   | 8,183     |  
|Other assets                                                                                                                                                                                                  |  |           | 64,426    |   |            |   | 57,844    |  
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|                                                                                                                                                                                                              |  | $         | 5,087,541 |   |            | $ | 4,740,958 |  
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                                                          |  |           |           |   |            |   |           |  
|Short-term borrowings                                                                                                                                                                                         |  | $         | 16,800    |   |            | $ |          |  
|Payable to brokers, dealers and clearing organizations                                                                                                                                                        |  |           | 3,372,699 |   |            |   | 3,050,748 |  
|Payable to clients                                                                                                                                                                                            |  |           | 684,608   |   |            |   | 691,456   |  
|Deposits                                                                                                                                                                                                      |  |           | 498,164   |   |            |   | 501,094   |  
|Securities sold, not yet purchased, at market value                                                                                                                                                           |  |           | 108,429   |   |            |   | 88,957    |  
|Drafts payable                                                                                                                                                                                                |  |           | 32,395    |   |            |   | 32,212    |  
|Advances from Federal Home Loan Bank                                                                                                                                                                          |  |           | 34,681    |   |            |   | 36,576    |  
|Other liabilities                                                                                                                                                                                             |  |           | 84,735    |   |            |   | 82,968    |  
|Exchangeable subordinated notes                                                                                                                                                                               |  |           |          |   |            |   | 3,769     |  
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|                                                                                                                                                                                                              |  |           | 4,832,511 |   |            |   | 4,487,780 |  
|Minority interest in consolidated subsidiaries                                                                                                                                                                |  |           | 2,540     |   |            |   | 2,396     |  
|Stockholders equity:                                                                                                                                                                                         |  |           |           |   |            |   |           |  
|Preferred stock of $1.00 par value. Authorized 100,000 shares; none issued                                                                                                                                    |  |           |          |   |            |   |          |  
|Common stock of $.10 par value. Authorized 60,000,000 shares; issued 17,819,654 and outstanding 17,169,930 shares at September 24, 2004;
issued 17,817,444 and outstanding 17,109,925 shares at June 25, 2004 |  |           | 1,781     |   |            |   | 1,781     |  
|Additional paid-in capital                                                                                                                                                                                    |  |           | 245,389   |   |            |   | 245,391   |  
|Retained Earnings                                                                                                                                                                                             |  |           | 14,603    |   |            |   | 425       |  
|Accumulated other comprehensive income  unrealized holding gain net of tax of $117 at September 24, 2004 and $6,910 at
June 25, 2004                                                                         |  |           | 218       |   |            |   | 12,833    |  
|Deferred compensation, net                                                                                                                                                                                    |  |           | 166       |   |            |   | 834       |  
|Treasury stock (649,724 shares at September 24, 2004 and 707,519 shares at June 25, 2004, at cost)                                                                                                            |  |           | (9,667    | ) |            |   | (10,482   | )
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|Total stockholders equity                                                                                                                                                                                    |  |           | 252,490   |   |            |   | 250,782   |  
|Commitments and contingencies                                                                                                                                                                                 |  |           |           |   |            |   |           |  
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  
|                                                                                                                                                                                                              |  | $         | 5,087,541 |   |            | $ | 4,740,958 |  
|                                                                                                                                                                                                              |  |           |           |   |            |   |           |  



See accompanying
Notes to Consolidated Financial Statements.



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##### Table of Contents

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the three months ended September 24, 2004 and September 26, 2003

(In thousands, except per share and share amounts)

(Unaudited)



|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                         |  | For the Three Months Ended |           
|                                                                                                                                                         |  | September 24, 2004         |            |   | September 26, 2003 |  
|                                                                                                                                                         |  | (Restated)                 |            |   | (Restated)         |  
|Net revenues from clearing operations                                                                                                                    |  | $                          | 3,667      |   |                    | $ | 5,276      |  
|Commissions                                                                                                                                              |  |                            | 19,225     |   |                    |   | 21,858     |  
|Interest                                                                                                                                                 |  |                            | 27,352     |   |                    |   | 24,403     |  
|Investment banking, advisory and administrative fees                                                                                                     |  |                            | 6,847      |   |                    |   | 6,045      |  
|Net gains on principal transactions                                                                                                                      |  |                            | 22,316     |   |                    |   | 3,453      |  
|Other                                                                                                                                                    |  |                            | 5,216      |   |                    |   | 5,256      |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|                                                                                                                                                         |  |                            | 84,623     |   |                    |   | 66,291     |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Commissions and other employee compensation                                                                                                              |  |                            | 31,493     |   |                    |   | 32,751     |  
|Interest                                                                                                                                                 |  |                            | 10,280     |   |                    |   | 8,169      |  
|Occupancy, equipment and computer service costs                                                                                                          |  |                            | 6,867      |   |                    |   | 7,387      |  
|Communications                                                                                                                                           |  |                            | 3,087      |   |                    |   | 3,152      |  
|Floor brokerage and clearing organization charges                                                                                                        |  |                            | 1,582      |   |                    |   | 1,768      |  
|Advertising and promotional                                                                                                                              |  |                            | 832        |   |                    |   | 794        |  
|Other                                                                                                                                                    |  |                            | 5,826      |   |                    |   | 10,122     |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|                                                                                                                                                         |  |                            | 59,967     |   |                    |   | 64,143     |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Income before income tax expense and minority interest in consolidated subsidiaries                                                                      |  |                            | 24,656     |   |                    |   | 2,148      |  
|Income tax expense                                                                                                                                       |  |                            | 8,506      |   |                    |   | 540        |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Income before minority interest in consolidated subsidiaries                                                                                             |  |                            | 16,150     |   |                    |   | 1,608      |  
|Minority interest in consolidated subsidiaries                                                                                                           |  |                            | (262       | ) |                    |   | (300       | )
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Net income                                                                                                                                               |  |                            | 15,888     |   |                    |   | 1,308      |  
|Other comprehensive income (loss):                                                                                                                       |  |                            |            |   |                    |   |            |  
|Holding gains and losses net of tax of $(32) and $1,064 arising during the three months ended September 24, 2004 and September 26,
2003, respectively.   |  |                            | (161       | ) |                    |   | 2,073      |  
|Reclassification for hedging activities, net of tax of $9 and ($635) for the three months ended September 24, 2004 and September 26,
2003, respectively. |  |                            | 17         |   |                    |   | (1,180     | )
|Reclassification for delivery of Knight shares in settlement of DARTSSMobligation, net of tax of $6,262.                                                 |  |                            | (12,471    | ) |                    |   |           |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Net income (loss) recognized in other comprehensive income                                                                                               |  |                            | (12,615    | ) |                    |   | 893        |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Comprehensive income                                                                                                                                     |  | $                          | 3,273      |   |                    | $ | 2,201      |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Earnings per share  basic                                                                                                                               |  |                            |            |   |                    |   |            |  
|Net income                                                                                                                                               |  | $                          | 0.93       |   |                    | $ | 0.08       |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Weighted average shares outstanding  basic                                                                                                              |  |                            | 17,139,822 |   |                    |   | 17,067,643 |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Earnings per share  diluted                                                                                                                             |  |                            |            |   |                    |   |            |  
|Net income                                                                                                                                               |  | $                          | 0.92       |   |                    | $ | 0.08       |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  
|Weighted average shares outstanding  diluted                                                                                                            |  |                            | 17,242,589 |   |                    |   | 17,272,480 |  
|                                                                                                                                                         |  |                            |            |   |                    |   |            |  



See accompanying
Notes to Consolidated Financial Statements.



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##### Table of Contents

SWS Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended September 24, 2004 and September 26, 2003

(In thousands)

(Unaudited)



|                                                                                            |  |                            |          |   |                   |   |          |  
|------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                            |  | For the Three Months Ended |         
|                                                                                            |  | September 24,2004          |          |   | September 26,2003 |  
|                                                                                            |  | (Restated)                 |          |   | (Restated)        |  
|Cash flows from operating activities:                                                       |  |                            |          |   |                   |   |          |  
|Net income                                                                                  |  | $                          | 15,888   |   |                   | $ | 1,308    |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                            |          |   |                   |   |          |  
|Depreciation and amortization                                                               |  |                            | 1,668    |   |                   |   | 1,460    |  
|Amortization of discounts on loans purchased                                                |  |                            | (367     | ) |                   |   | (425     | )
|Provision for doubtful accounts                                                             |  |                            | 885      |   |                   |   | 806      |  
|Deferred income tax expense                                                                 |  |                            | (1,680   | ) |                   |   | 1,280    |  
|Deferred compensation                                                                       |  |                            | 89       |   |                   |   | 108      |  
|Gain on sale of loans                                                                       |  |                            | (108     | ) |                   |   | (113     | )
|Gain on sale of fixed assets                                                                |  |                            | (8       | ) |                   |   |         |  
|Loss on sale of real estate                                                                 |  |                            | 24       |   |                   |   | 58       |  
|Gain on delivery of Knight shares in settlement of DARTSSMobligation                        |  |                            | (18,732  | ) |                   |   |         |  
|Reclassification from other comprehensive income under SFAS No. 133                         |  |                            |         |   |                   |   | (52      | )
|Equity in undistributed losses on investments                                               |  |                            | 566      |   |                   |   | 1,265    |  
|Net change in minority interest in consolidated subsidiaries                                |  |                            | 144      |   |                   |   | 207      |  
|Change in operating assets and liabilities:                                                 |  |                            |          |   |                   |   |          |  
|Increase in assets segregated for regulatory purposes                                       |  |                            | (34,457  | ) |                   |   | (64,126  | )
|Net change in broker, dealer and clearing organization accounts                             |  |                            | (23,446  | ) |                   |   | 9,635    |  
|Net change in client accounts                                                               |  |                            | 52,248   |   |                   |   | (31,479  | )
|Net change in loans held for sale                                                           |  |                            | (17,925  | ) |                   |   | 97,832   |  
|Increase in securities owned                                                                |  |                            | (51,883  | ) |                   |   | (13,627  | )
|Decrease in securities purchased under agreements to resell                                 |  |                            | 4,909    |   |                   |   |         |  
|Decrease in other assets                                                                    |  |                            | 784      |   |                   |   | 2,475    |  
|Increase in drafts payable                                                                  |  |                            | 183      |   |                   |   | 3,526    |  
|Increase in securities sold, not yet purchased                                              |  |                            | 19,472   |   |                   |   | 29,964   |  
|Decrease in other liabilities                                                               |  |                            | (447     | ) |                   |   | (1,842   | )
|                                                                                            |  |                            |          |   |                   |   |          |  
|Net cash (used in) provided by operating activities                                         |  |                            | (52,193  | ) |                   |   | 38,260   |  
|                                                                                            |  |                            |          |   |                   |   |          |  
|Cash flows from investing activities:                                                       |  |                            |          |   |                   |   |          |  
|Purchase of fixed assets                                                                    |  |                            | (1,109   | ) |                   |   | (1,431   | )
|Purchase of real estate                                                                     |  |                            | (186     | ) |                   |   |         |  
|Proceeds from the sale of fixed assets                                                      |  |                            | 9        |   |                   |   |         |  
|Proceeds from the sale of real estate                                                       |  |                            | 604      |   |                   |   | 3,807    |  
|Loan originations and purchases                                                             |  |                            | (131,719 | ) |                   |   | (106,100 | )
|Loan repayments                                                                             |  |                            | 117,839  |   |                   |   | 104,855  |  
|Cash paid for purchase of OConnor, net of cash acquired                                    |  |                            | (175     | ) |                   |   | (142     | )
|Cash paid on investments                                                                    |  |                            | (721     | ) |                   |   | (938     | )
|Cash received on investments                                                                |  |                            | 20       |   |                   |   | 40       |  
|Investment in Federal Home Loan Bank                                                        |  |                            | (47      | ) |                   |   | (46      | )
|                                                                                            |  |                            |          |   |                   |   |          |  
|Net cash (used in) provided by investing activities                                         |  |                            | (15,485  | ) |                   |   | 45       |  
|                                                                                            |  |                            |          |   |                   |   |          |  
|Cash flows from financing activities:                                                       |  |                            |          |   |                   |   |          |  
|Payments on short-term borrowings                                                           |  |                            | (350,840 | ) |                   |   | (585,100 | )
|Cash proceeds from short-term borrowings                                                    |  |                            | 367,640  |   |                   |   | 633,500  |  
|Payments on capital leases                                                                  |  |                            | (253     | ) |                   |   | (83      | )
|Increase (decrease) in deposits                                                             |  |                            | (2,930   | ) |                   |   | 104,240  |  
|Decrease in advances from Federal Home Loan Bank                                            |  |                            | (1,895   | ) |                   |   | (31,875  | )
|Cash proceeds from notes payable-Bank                                                       |  |                            | 2,500    |   |                   |   | 775      |  
|Payment of cash dividends on common stock SWS Group                                        |  |                            | (1,717   | ) |                   |   | (1,702   | )



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##### Table of Contents

|                                                                      |  |                            |         |   |                   |   |         |  
|--------------------------------------------------------------------- |  | -------------------------- | ------- | - | ----------------- | - | ------- | -
|                                                                      |  | For the Three Months Ended |        
|                                                                      |  | September 24,2004          |         |   | September 26,2003 |  
|                                                                      |  | (Restated)                 |         |   | (Restated)        |  
|Net proceeds from exercise of stock options                           |  |                            | 28      |   |                   |   | 924     |  
|Proceeds related to Deferred Compensation Plan                        |  |                            | 125     |   |                   |   | 82      |  
|Purchase of treasury stock                                            |  |                            | (125    | ) |                   |   | (82     | )
|                                                                      |  |                            |         |   |                   |   |         |  
|Net cash provided by financing activities                             |  |                            | 12,533  |   |                   |   | 120,679 |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Net (decrease) increase in cash                                       |  |                            | (55,145 | ) |                   |   | 158,984 |  
|Cash at beginning of period                                           |  |                            | 88,589  |   |                   |   | 74,706  |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Cash at end of period                                                 |  | $                          | 33,444  |   |                   | $ | 233,690 |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Supplemental schedule of non-cash investing and financing activities: |  |                            |         |   |                   |   |         |  
|Granting of Restricted Stock                                          |  | $                          | 948     |   |                   | $ |        |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Delivery of Knight shares in settlement of DARTSSMobligation          |  | $                          | 18,732  |   |                   | $ |        |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Supplemental disclosure of cash flow information:                     |  |                            |         |   |                   |   |         |  
|Cash paid during the period for:                                      |  |                            |         |   |                   |   |         |  
|Interest                                                              |  | $                          | 9,891   |   |                   | $ | 8,550   |  
|                                                                      |  |                            |         |   |                   |   |         |  
|Taxes                                                                 |  | $                          | 300     |   |                   | $ | 100     |  
|                                                                      |  |                            |         |   |                   |   |         |  



See accompanying
Notes to Consolidated Financial Statements.



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##### Table of Contents

SWS Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Three Months Ended September 24, 2004 and September 26, 2003

(Unaudited)



GENERAL AND BASIS OF
PRESENTATION



The interim consolidated financial statements as of
September 24, 2004, and for the three-month periods ended September 24, 2004 and September 26, 2003, are unaudited; however, in the opinion of management, these interim statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows. These financial statements should be read in conjunction with the restated audited consolidated financial statements and
related notes as of and for the year ended June 25, 2004 as filed on the June 24, 2005 Form 10-K. Amounts included for June 25, 2004 are derived from the audited consolidated financial statements as filed on the June 24, 2005
Form 10-K. All significant intercompany balances and transactions have been eliminated. Certain amounts in fiscal 2004 have been reclassified to conform to the 2005 presentation.



The consolidated financial statements include the accounts of SWS Group, Inc. (SWS Group) and its consolidated subsidiaries
listed below (collectively with SWS Group, SWS or the Company):



|                                            |  |                              
|------------------------------------------- |  | -----------------------------
|Brokerage Group                             |  |                              
|Southwest Securities, Inc.                  |  | Southwest Securities       
|SWS Financial Services, Inc.                |  | SWS Financial              
|May Financial Corporation                   |  | May Financial              
|Mydiscountbroker.com, Inc.                  |  | Mydiscountbroker           
|Southwest Clearing Corp.                    |  | Southwest Clearing         
|Asset Management Group                      |  |                              
|SWS Capital Corporation                     |  | SWS Capital                
|Southwest Investment Advisors, Inc.         |  | Southwest Advisors         
|Banking Group                               |  |                              
|SWS Banc Holdings, Inc.                     |  | SWS Banc                   
|Southwest Securities Bank                   |  | Bank                       
|FSBF, LLC (75%)                             |  | FSBF                       
|FSB Financial, LTD (73.5%)                  |  | FSB Financial              
|FSB Development, LLC                        |  | FSB Development            
|Other                                       |  |                              
|SWS Technologies Corporation                |  | SWS Technologies           
|Southwest Financial Insurance Agency, Inc.  |  |                              
|Southwest Insurance Agency, Inc.            |  |                              
|Southwest Insurance Agency of Alabama, Inc. |  | collectively, SWS Insurance



Brokerage Group.Southwest
Securities is a New York Stock Exchange (NYSE) member broker/dealer and SWS Financial and May Financial are National Association of Securities Dealers (NASD) member broker/dealers and each are registered under the Securities
Exchange Act of 1934 (1934 Act). Southwest Securities and SWS Financial are also registered with the Securities and Exchange Commission as registered investment advisors.



Mydiscountbroker and Southwest Clearing were dissolved in July 2004.



Asset Management Group.Asset management services are offered through SWS Capital, which administers the Local Government Investment
Cooperative (LOGIC) fund for cities, counties, schools and other local governments across Texas. LOGIC is an investment program tailored to the investing needs of local governments within the state of Texas.



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Southwest Advisors, although dormant, is a registered investment advisor under the Investment Advisors Act of 1940.



Banking Group.The Bank is a federally chartered savings association
regulated by the Office of Thrift Supervision. SWS Banc was incorporated as a wholly owned subsidiary of SWS Group in the state of Delaware and became the sole shareholder of the Bank in 2004. SWS Banc was created to facilitate future potential
financial transactions. FSBF is a 2% general partner of FSB Financial which purchases non-prime automobile loans. FSB Development develops single-family residential lots.



The Banks quarterly financial statements are prepared as of September 30 for each period presented. Any individually material
transactions are reviewed and recorded in the appropriate quarter. All significant intercompany balances and transactions have been eliminated.



Other Consolidated Entities.Southwest Financial Insurance Agency, Inc. and Southwest Insurance Agency, Inc., together with its subsidiary, Southwest Insurance
Agency of Alabama, Inc., hold insurance agency licenses in 42 states for the purpose of facilitating the sale of insurance and annuities for customers of Southwest Securities and its correspondents.



SWS Technologies was dissolved in July 2004.



RESTATEMENT FOR STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
No. 133Accounting for Derivative Instruments and Hedging Activities, as amended. In fiscal 2005, SWS determined that its initial and periodic computation of the fair value of the embedded equity options in
the DARTSSMobligation was incorrect. SWS erroneously calculated the value of the purchased put option component in
the embedded equity collar as a purchased call option. The result of this accounting error was an overstatement of the DARTSSMobligation in the balance sheet and an understatement of income in fiscal 2001 through fiscal 2004. Because the DARTSSMobligation was overstated by $4.8 million at the beginning of fiscal 2005, SWS recorded $4.8 million in gain on the maturity of the DARTSSMobligation in the first quarter of fiscal 2005 that should have been recorded in previous years. Consequently, SWS restated its results for the first quarter of fiscal 2005 to eliminate the impact of
the gain. SWS also restated its prior year financial statements to reflect the proper valuation of the embedded option. This restatement decreased net income in the first quarter of fiscal 2005 by $3,143,000 and increased net income by $25,000 in
the first quarter of fiscal 2004.



The effect of the revised presentation of
the Statement of Financial Condition, the Statement of Income and Comprehensive Income and the Statement of Cash Flows are presented below:



|                                           |  |                 |           |                     |   |           |  
|------------------------------------------ |  | --------------- | --------- | ------------------- | - | --------- | -
|                                           |  | June 25, 2004   |          
|(in thousands)                             |  | Restated Amount |           | Previously Reported |  
|Statement of Financial Condition:          |  |                 |           |                     |   |           |  
|Other assets                               |  | $               | 57,844    |                     | $ | 59,536    |  
|Total assets                               |  |                 | 4,740,958 |                     |   | 4,742,650 |  
|Exchangeable subordinated notes            |  |                 | 3,769     |                     |   | 8,604     |  
|Total liabilities                          |  |                 | 4,487,780 |                     |   | 4,492,615 |  
|Retained earnings                          |  |                 | 425       |                     |   | (2,718    | )
|Total stockholders equity                 |  |                 | 250,782   |                     |   | 247,639   |  
|Total liabilities and stockholders equity |  |                 | 4,740,958 |                     |   | 4,742,650 |  



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|                                                                                    |  |                            |         |   |                     |   |         |                |  |   |                     |   |  |   |        |  
|----------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------- | - | ------- | -------------- |  | - | ------------------- | - |  | - | ------ | -
|                                                                                    |  | For the Three Months Ended |        
|                                                                                    |  | September 24, 2004         |         |   | September 26, 2003  |  
|(in thousands)                                                                      |  | Restated Amount            |         |   | Previously Reported |   |         | RestatedAmount |  |   | Previously Reported |  
|Statements of Income and Comprehensive Income:                                      |  |                            |         |   |                     |   |         |                |  |   |                     |   |  |   |        |  
|Other revenues                                                                      |  | $                          | 5,216   |   |                     | $ | 9,165   |                |  | $ | 5,256               |   |  | $ | 2,735  |  
|Total revenues                                                                      |  |                            | 84,623  |   |                     |   | 88,572  |                |  |   | 66,291              |   |  |   | 63,770 |  
|Other expenses                                                                      |  |                            | 5,826   |   |                     |   | 5,045   |                |  |   | 10,122              |   |  |   | 7,873  |  
|Total expenses                                                                      |  |                            | 59,967  |   |                     |   | 59,081  |                |  |   | 64,143              |   |  |   | 61,660 |  
|Income before income tax expense and minority interest in consolidated subsidiaries |  |                            | 24,656  |   |                     |   | 29,491  |                |  |   | 2,148               |   |  |   | 2,110  |  
|Income tax expense                                                                  |  |                            | 8,506   |   |                     |   | 10,198  |                |  |   | 540                 |   |  |   | 527    |  
|Income before minority interest in consolidated subsidiaries                        |  |                            | 16,150  |   |                     |   | 19,293  |                |  |   | 1,608               |   |  |   | 1,583  |  
|Net income                                                                          |  |                            | 15,888  |   |                     |   | 19,031  |                |  |   | 1,308               |   |  |   | 1,283  |  
|Comprehensive income                                                                |  |                            | 3,273   |   |                     |   | 6,416   |                |  |   | 2,201               |   |  |   | 2,176  |  
|Earnings per share-basic                                                            |  |                            |         |   |                     |   |         |                |  |   |                     |   |  |   |        |  
|Net income                                                                          |  |                            | 0.93    |   |                     |   | 1.12    |                |  |   | 0.08                |   |  |   | 0.08   |  
|Earnings per share-diluted                                                          |  |                            |         |   |                     |   |         |                |  |   |                     |   |  |   |        |  
|Net income                                                                          |  |                            | 0.92    |   |                     |   | 1.11    |                |  |   | 0.08                |   |  |   | 0.07   |  
|Statement of Cash Flows:                                                            |  |                            |         |   |                     |   |         |                |  |   |                     |   |  |   |        |  
|Net income                                                                          |  |                            | 15,888  |   |                     |   | 19,031  |                |  |   | 1,308               |   |  |   | 1,283  |  
|Deferred income tax benefit (expense)                                               |  |                            | (1,680  | ) |                     |   | 11      |                |  |   | 1,280               |   |  |   | 1,267  |  
|Reclassification from other comprehensive income under SFAS No. 133                 |  |                            |        |   |                     |   |        |                |  |   | (52                 | ) |  |   | (14    | )
|Gain on delivery of Knight shares in settlement of DARTSSMobligation                |  |                            | (18,732 | ) |                     |   | (23,567 | )              |  |   |                    |   |  |   |       |  



RESTATEMENT OF CASH FLOW STATEMENT



SWS has restated its Statement of Cash Flows for the three months ended
September 26, 2003 to reflect the gross cash receipts and disbursements for the Banks loans, real estate sales, investments in FHLB stock and notes payable transactions as required by SFAS 95 Statement of Cash Flows.
The changes resulted in decreased cash from operations of $0.7 million. Cash flow provided by investing activities decreased $0.1 million. Cash flow from financing activities was increased $0.8 million.



The effect of the revised presentation of cash flows from operating activities, cash flow
from investing activities and cash flow from financing activities are presented below:



|                                    |  |                 |         |                     |   |        
|----------------------------------- |  | --------------- | ------- | ------------------- | - | -------
|                                    |  | Restated Amount |         | Previously Reported
|Cash flow from operating activities |  | $               | 38,260  |                     | $ | 38,932 
|Cash flow from investing activities |  |                 | 45      |                     |   | 146    
|Cash flow from financing activities |  |                 | 120,679 |                     |   | 119,906
|                                    |  |                 |         |                     |   |        
|Net changes in cash                 |  | $               | 158,984 |                     | $ | 158,984
|                                    |  |                 |         |                     |   |        



STOCK OPTION AND RESTRICTED STOCK
PLANS



Stock Option Plans. At September 24, 2004, SWS had two
stock option plans, the SWS Group, Inc. Stock Option Plan (the 1996 Plan) and the SWS Group, Inc. 1997 Stock Option Plan (the 1997



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Plan). The 1996 Plan reserves shares of SWS Groups common stock for issuance to eligible officers, directors and employees of SWS Group or its
subsidiaries, as well as to non-employee members of the Board of Directors. The 1997 Plan reserves shares of SWS Groups common stock for eligible employees or potential employees of SWS Group or its subsidiaries. Officers and directors are not
eligible to receive options under the 1997 Plan. Options granted under the 1996 and 1997 Plans have a maximum ten-year term, and the vesting period is determined on an individual basis by the Compensation Committee of the Board of Directors.
However, options granted to non-employee directors under the 1996 Plan are fully vested six months after grant and have a five-year term.



SWS accounts for the plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plans had an exercise price equal to the market value of the underlying common
stock on the date of grant.



The following table illustrates the effect on net
income and earnings per share if SWS had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation (in thousands, except per share amounts):



|                                                                                                                                    |  |                    |        |   |                    |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ----- | -
|                                                                                                                                    |  | Three Months Ended |       
|                                                                                                                                    |  | September 24, 2004 |        |   | September 26, 2003 |  
|                                                                                                                                    |  |                   
|                                                                                                                                    |  | (Restated)         |        |   | (Restated)         |  
|Net income (loss):                                                                                                                  |  |                    |        |   |                    |   |       |  
|As reported                                                                                                                         |  | $                  | 15,888 |   |                    | $ | 1,308 |  
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                    | (206   | ) |                    |   | (446  | )
|                                                                                                                                    |  |                    |        |   |                    |   |       |  
|Pro forma                                                                                                                           |  | $                  | 15,682 |   |                    | $ | 862   |  
|                                                                                                                                    |  |                    |        |   |                    |   |       |  
|Earnings per share - basic:                                                                                                         |  |                    |        |   |                    |   |       |  
|As reported                                                                                                                         |  | $                  | 0.93   |   |                    | $ | 0.08  |  
|Pro forma                                                                                                                           |  |                    | 0.91   |   |                    |   | 0.05  |  
|Earnings per share - diluted:                                                                                                       |  |                    |        |   |                    |   |       |  
|As reported                                                                                                                         |  | $                  | 0.92   |   |                    | $ | 0.08  |  
|Pro forma                                                                                                                           |  |                    | 0.91   |   |                    |   | 0.05  |  



The fair value of each option was
estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for the three months ended September 24, 2004 and September 26, 2003:



|                        |  |                    |   |  |                    |  
|----------------------- |  | ------------------ | - |  | ------------------ | -
|                        |  | September 24, 2004 |   |  | September 26, 2003 |  
|Expected volatility     |  | 64                 | % |  | 52                 | %
|Risk-free interest rate |  | 3.23               | % |  | 3.37               | %
|Expected dividend yield |  | 2.66               | % |  | 2.57               | %
|Expected life           |  | 5 years            |   |  | 5 years            |  



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Restricted Stock Plan. On November 12, 2003, the shareholders of SWS Group approved the adoption of the SWS
Group, Inc. 2003 Restricted Stock Plan (Restricted Stock Plan). The Restricted Stock Plan allows for awards of up to 500,000 shares of SWS common stock to SWS directors, officers and employees. No more than 200,000 of the
authorized shares may be newly issued shares of common stock. The Restricted Stock Plan terminates on August 21, 2013. While the vesting period of each restricted stock award is determined on an individualized basis by the Compensation
Committee of the Board of Directors, in general, restricted stock granted under the Restricted Stock Plan is fully vested after three years. On November 12, 2003, the Board of Directors approved grants under the Restricted Stock Plan to various
officers and employees totaling 44,729 shares with a fair market value of $20.33 per share. On August 18, 2004, a second grant was approved totaling 65,950 shares at a price of $13.85. As a result of these grants, SWS recorded deferred
compensation of approximately $1,823,000 and for the three months ended September 24, 2004, SWS has recognized compensation expense of approximately $112,000.



CASH & CASH EQUIVALENTS



The Company includes cash on hand, cash in banks and highly liquid investments with original maturities of three months or less as cash and cash equivalents.



INVESTMENTS



In 1993, SWS became a part owner of Comprehensive Software Systems, Ltd. (CSS), a software development company formed to develop
a new brokerage front and back office system. Summarized financial information of CSS is as follows (in thousands):



|                     |  |                    |        |   |                    |   |        |  
|-------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | -
|                     |  | September 30, 2004 |        |   | June 30, 2004      |  
|Total assets         |  | $                  | 7,163  |   |                    | $ | 7,235  |  
|Total liabilities    |  |                    | 11,715 |   |                    |   | 11,360 |  
|Shareholders equity |  |                    | (4,552 | ) |                    |   | (4,125 | )
|                     | 
|                     |  | Three Months Ended |       
|                     |  | September 30, 2004 |        |   | September 30, 2003 |  
|Total revenues       |  | $                  | 1,344  |   |                    | $ | 1,024  |  
|Net loss             |  |                    | (2,592 | ) |                    |   | (4,017 | )



By fiscal 2002, SWS held a 25.08%
ownership interest in CSS, and implemented the equity method of accounting, prescribed by APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. SWS was the first company, and to date the only
company, to fully implement the CSS system. SWS completed its installation of the system in September 2002. In June 2002, SWS determined that its investment in CSS and its related goodwill were fully impaired based on an analysis of the projected
cash flow from the investment.



To facilitate the continued enhancement of the
CSS system, SWS entered into an agreement in December 2002, amended in June 2003, to loan CSS $3,500,000 under a note bearing interest at 6% per annum. In December 2003, SWS agreed to an additional equity investment in CSS of $2.9 million,
resulting in the purchase of 5.8 million shares of CSS common stock. This purchase will be made in four equal quarterly installments totaling $2,885,900 and will ultimately result in increasing SWS position in CSS to 30.22%. SWS
current position in CSS is 29.6%. The first three purchases totaling $2,164,425 have been made as of September 24, 2004.



SWS share of the undistributed losses of CSS for the three months ended September 24, 2004 was $767,000. For the three-month period ended
September 24,2005, SWS pro-rata share of CSS losses was greater than the $721,000 purchased by $46,000. From inception of the loan to date, SWS pro-rata



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percentage of losses of $6,224,000 was greater than the $5,664,000 loaned and invested by $560,000. As a result, there is no recorded equity investment or
loan receivable from CSS at September 24, 2004.



SWS has three other
investment vehicles that are accounted for under the equity method. One is a limited partnership venture capital fund to which SWS has committed $5,000,000. As of September 24, 2004, SWS had contributed $3,500,000 to the fund. During the three
months ended September 24, 2004 and September 26, 2003, SWS recorded income of $158,000 and losses of $255,000, respectively, related to this investment.



SWS two remaining equity investments had total losses for the three months ended September 24, 2004 and September 26, 2003
of $2,600 and $100,600, respectively.



The Financial Accounting Standards Board
(FASB) issued Financial Interpretation (FIN) No. 46 on January 17, 2003 and the revised version, FIN No. 46R, in December 2003. Upon review of its investments, SWS determined that it has one Variable Interest
Entity (VIE), as defined by FIN No. 46R, that should be consolidated. This entity is consolidated at the Bank level through FSB Development. FSB Development has a limited partnership interest of $1.0 million in a land development
limited partnership. The Bank has also loaned this limited partnership $2.7 million with an interest rate of prime plus 1% payable on December 17, 2005 to allow the limited partnership to purchase the land and finance the second phase of the
development. As of September 30, 2004, the Bank consolidated $4.1 million in assets and $35,000 in net losses for the three months ended September 30, 2004 for this investment.



SWS also has an investment in Archipelago Holdings, L.L.C., an electronic stock exchange, (Archipelago), recorded at its cost of
zero. During the second quarter of fiscal 2004, SWS tendered half of its stake in Archipelago, or 303,456 shares of Archipelago common stock, for cash. SWS recognized a gain of $903,000 (after tax gain of $587,000). After the tender, SWS owned
303,456 shares of Archipelago. In August 2004, Archipelago declared an approximately 1 for 4.5 reverse stock split. After the split, SWS owned 67,435 shares of Archipelago stock. On August 19, 2004, Archipelago completed an initial public
offering of its common stock. SWS sold 23,714 shares at $10.695, yielding a gain of $254,000 in the offering. After giving effect to these transactions, SWS owns 43,721 shares of Archipelago stock. This stock is included in securities owned and
marked to market and is subject to a six-month holding period. See -Securities Owned and Securities Sold, Not Yet Purchased.



ASSETS SEGREGATED FOR REGULATORY PURPOSES



At September 24, 2004, SWS had U.S. Treasury securities with a market value of approximately $44,006,000, reverse repurchase agreements of approximately $157,572,000
and related cash and accrued interest of approximately $188,799,000 segregated in special reserve bank accounts for the exclusive benefit of customers under Rule 15c3-3 of the 1934 Act. These reverse repurchase agreements were collateralized by U.S.
Government securities with a market value of approximately $160,821,000. At September 24, 2004, SWS also had approximately $11,150,000 in cash in special reserve bank accounts for the Proprietary Accounts of Introducing Brokers
(PAIB).



At June 25, 2004, SWS had U.S. Treasury securities
with a market value of approximately $95,439,000, reverse repurchase agreements of approximately $99,026,000, and related cash and accrued interest of approximately $172,605,000 segregated in special reserve bank accounts for the exclusive benefit
of customers under Rule 15c3-3 of the 1934 Act. These reverse repurchase agreements were collateralized by U.S. Government securities with a market value of approximately $100,555,000. SWS had no positions in reverse repurchase agreements in special
reserve bank accounts for the PAIB at June 25, 2004.



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MARKETABLE EQUITY SECURITIES



SWS owns shares of common stock that are classified as marketable equity securities available for sale. Consequently, the unrealized holding
gains (losses), net of tax, are recorded as a separate component of stockholders equity on the consolidated statements of financial condition.



At September 24, 2004 and June 25, 2004, SWS held 457,154 shares of U.S. Home Systems, Inc. (USHS) with a cost basis of $2,018,000. The market value
of the USHS shares was $3,205,000 at September 24, 2004 and $3,269,000 at June 25, 2004. There were no sales of USHS stock in the three-month periods ended September 24, 2004 and September 26, 2003.



At June 25, 2004, SWS held 373,550 shares of Knight Trading Group, Inc.
(Knight) with a market value of $3,769,000, all of which were hedged by the embedded equity option included in the 5% Exchangeable Subordinated Notes (Notes) issued in the form of DARTSSM(or Derivative Adjustable Ratio SecuritiesSM) and subject to the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The DARTSSMmatured on June 30, 2004. To satisfy the obligation at maturity, SWS delivered its remaining 373,550 shares of Knight stock to the
DARTSSMholders. See -Exchangeable Subordinated Notes.



RECEIVABLE FROM AND PAYABLE TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS



At September 24, 2004 and June 25, 2004, SWS had receivable from and payable to
brokers, dealers and clearing organizations related to the following (in thousands):



|                             |  |           |           |      |   |          
|---------------------------- |  | --------- | --------- | ---- | - | ---------
|                             |  | September |           | June
|Receivable                   |  |           |           |      |   |          
|Securities failed to deliver |  | $         | 34,869    |      | $ | 25,214   
|Securities borrowed          |  |           | 3,386,057 |      |   | 3,053,926
|Correspondent broker/dealers |  |           | 19,062    |      |   | 16,397   
|Clearing organizations       |  |           | 5,925     |      |   | 6,085    
|Other                        |  |           | 6,771     |      |   | 5,665    
|                             |  |           |           |      |   |          
|                             |  | $         | 3,452,684 |      | $ | 3,107,287
|                             |  |           |           |      |   |          
|Payable                      |  |           |           |      |   |          
|Securities failed to receive |  | $         | 55,438    |      | $ | 46,788   
|Securities loaned            |  |           | 3,273,964 |      |   | 2,962,133
|Correspondent broker/dealers |  |           | 20,126    |      |   | 18,351   
|Other                        |  |           | 23,171    |      |   | 23,476   
|                             |  |           |           |      |   |          
|                             |  | $         | 3,372,699 |      | $ | 3,050,748
|                             |  |           |           |      |   |          



SWS participates in the securities
borrowing and lending business by borrowing and lending securities other than those of its clients. SWS adjusts open positions to market value according to standard industry practices. SWS has received collateral of $3,386,894,000 under securities
lending agreements, of which the Company has repledged $3,251,874,000 at September 24, 2004. At June 25, 2004, SWS had collateral of $3,053,813,000 under securities lending agreements, of which SWS had repledged $2,927,311,000.



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LOANS AND ALLOWANCE FOR PROBABLE LOAN LOSSES



Loans receivable, excluding loans held for sale, at September 30, 2004 and June 30, 2004 are summarized as follows (in thousands):



|                                                 |  |           |         |   |      |   |         |  
|------------------------------------------------ |  | --------- | ------- | - | ---- | - | ------- | -
|                                                 |  | September |         |   | June |  
|First mortgage loans (principally conventional): |  |           |         |   |      |   |         |  
|Real estate                                      |  | $         | 258,431 |   |      | $ | 245,292 |  
|Construction                                     |  |           | 109,336 |   |      |   | 112,016 |  
|                                                 |  |           |         |   |      |   |         |  
|                                                 |  |           | 367,767 |   |      |   | 357,308 |  
|                                                 |  |           |         |   |      |   |         |  
|Consumer and other loans:                        |  |           |         |   |      |   |         |  
|Commercial                                       |  |           | 39,266  |   |      |   | 37,427  |  
|Other                                            |  |           | 81,036  |   |      |   | 78,241  |  
|                                                 |  |           |         |   |      |   |         |  
|                                                 |  |           | 120,302 |   |      |   | 115,668 |  
|                                                 |  |           |         |   |      |   |         |  
|Factored receivables                             |  |           | 4,535   |   |      |   | 6,415   |  
|                                                 |  |           |         |   |      |   |         |  
|                                                 |  |           | 492,604 |   |      |   | 479,391 |  
|Unearned income                                  |  |           | (11,530 | ) |      |   | (11,791 | )
|Allowance for probable loan losses               |  |           | (4,627  | ) |      |   | (4,643  | )
|                                                 |  |           |         |   |      |   |         |  
|                                                 |  | $         | 476,447 |   |      | $ | 462,957 |  
|                                                 |  |           |         |   |      |   |         |  



Impairment of loans with a recorded
investment of approximately $5,367,000 and $4,646,000 at September 30, 2004 and June 30, 2004, respectively, has been recognized in conformity with SFAS No. 114, Accounting by Creditors for Impairment of a Loan - an Amendment
of SFAS No. 5 and SFAS No. 15, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures - an Amendment of FASB Statement No. 114.



An analysis of the allowance for probable loan losses for the three-month periods ended
September 30, 2004 and September 30, 2003 is as follows (in thousands):



|                                    |  |                    |       |   |                   |   |       |  
|----------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | -
|                                    |  | Three Months Ended |      
|                                    |  | September 30,2004  |       |   | September 30,2003 |  
|Balance at beginning of period      |  | $                  | 4,643 |   |                   | $ | 4,421 |  
|Provision for loan losses`          |  |                    | 646   |   |                   |   | 1,041 |  
|Loans charged to the allowance, net |  |                    | (662  | ) |                   |   | (741  | )
|                                    |  |                    |       |   |                   |   |       |  
|Balance at end of period            |  | $                  | 4,627 |   |                   | $ | 4,721 |  
|                                    |  |                    |       |   |                   |   |       |  



SECURITIES OWNED AND SECURITIES
SOLD, NOT YET PURCHASED



At September 24, 2004 and June 25,
2004, SWS held securities owned and securities sold, not yet purchased as follows (in thousands):



|                                                  |  |           |         |      |   |        
|------------------------------------------------- |  | --------- | ------- | ---- | - | -------
|                                                  |  | September |         | June
|Securities owned                                  |  |           |         |      |   |        
|Corporate equity securities                       |  | $         | 6,845   |      | $ | 12,451 
|Municipal obligations                             |  |           | 19,830  |      |   | 28,904 
|U.S. Government and Government agency obligations |  |           | 63,884  |      |   | 27,330 
|Corporate obligations                             |  |           | 85,027  |      |   | 56,984 
|Other                                             |  |           | 12,393  |      |   | 10,530 
|                                                  |  |           |         |      |   |        
|                                                  |  | $         | 187,979 |      | $ | 136,199
|                                                  |  |           |         |      |   |        



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|                                                  |  |           |         |      |   |       
|------------------------------------------------- |  | --------- | ------- | ---- | - | ------
|                                                  |  | September |         | June
|Securities sold, not yet purchased                |  |           |         |      |   |       
|Corporate equity securities                       |  | $         | 2,124   |      | $ | 2,949 
|Municipal obligations                             |  |           | 110     |      |   | 509   
|U.S. Government and Government agency obligations |  |           | 37,215  |      |   | 16,139
|Corporate obligations                             |  |           | 68,500  |      |   | 68,894
|Other                                             |  |           | 480     |      |   | 466   
|                                                  |  |           |         |      |   |       
|                                                  |  | $         | 108,429 |      | $ | 88,957
|                                                  |  |           |         |      |   |       



Certain of the above securities have
been pledged to secure short-term borrowings and as security deposits at clearing organizations for SWS clearing business. Securities pledged as security deposits at clearing organizations were $3,784,000 and $4,339,000 at September 24,
2004 and June 25, 2004, respectively. Additionally, at September 24, 2004 and June 25, 2004, SWS had pledged firm securities valued at $121,000 and $377,000, respectively, in conjunction with securities lending activities.



SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL



Transactions involving purchases of securities under agreement to resell (reverse
repurchase agreements) are accounted for as collateralized financings except where SWS does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. At September 24,
2005, SWS held no reverse repurchase agreements. At June 25, 2004, SWS held reverse repurchase agreements totaling $4,909,000, collateralized by U.S. Government and Government agency obligations with a market value of approximately $4,886,000.



GOODWILL



SWS accounts for goodwill under the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. SWS performed
its annual assessment of the fair value of goodwill during fiscal 2004, as required by SFAS No. 142 and based on the results of the valuation, SWS goodwill balance was not impaired. SWS will be evaluating impairment of goodwill for fiscal
2005 in June 2005. There have been no events in the last three months that would trigger an interim assessment on the fair value of goodwill.



SWS has two reporting units with goodwill: Southwest Securities in the Brokerage Group segment and the Bank in the Banking Group segment. Changes in the carrying value of
goodwill during the three-month period ended September 24, 2004, by segment and in the aggregate, are summarized in the following table (in thousands):



|                                                                  |  |                |       |              |   |                             |  |   |      
|----------------------------------------------------------------- |  | -------------- | ----- | ------------ | - | --------------------------- |  | - | -----
|                                                                  |  | BrokerageGroup |       | BankingGroup |   | Consolidated SWSGroup, Inc.
|Balance, June 25, 2004                                            |  | $              | 6,927 |              | $ | 1,256                       |  | $ | 8,183
|Arising from earn-out provision of completed business combination |  |                | 175   |              |   |                            |  |   | 175  
|                                                                  |  |                |       |              |   |                             |  |   |      
|Balance, September 24, 2004                                       |  | $              | 7,102 |              | $ | 1,256                       |  | $ | 8,358
|                                                                  |  |                |       |              |   |                             |  |   |      



SOFTWARE DEVELOPMENT



SWS was part of a development team that worked with CSS to design and
test CSSs new brokerage front and back office system. The implementation was completed in September 2002. In accordance with Statement of Position No. 98-1 Accounting for the Costs of Computer Software Developed or



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Obtained for Internal Use, all costs associated with the initial implementation of the system were expensed due to the pilot nature of the
product. Because the product has been developed, is operating in a production environment and has proven its stability, and SWS has chosen to continue to use this product as its main source of brokerage front and back office automation, SWS
capitalized approximately $52,000 of software development up-grade costs associated with the CSS technology platform for the three months ended September 26, 2003. These capitalized costs are primarily labor related and are depreciated over a
three-year period which began in the fourth quarter of 2003. No amounts were capitalized for the three months ended September 24, 2004.



SHORT-TERM BORROWINGS



Southwest Securities has credit arrangements with commercial banks, which include broker loan lines up to $275,000,000. These lines of credit are used primarily to finance securities owned, securities held for
correspondent broker/dealer accounts and receivables in customers margin accounts. These lines may also be used to release pledged collateral against day loans. These credit arrangements are provided on an as offered basis and are
not committed lines of credit. These arrangements can be terminated at any time by the lender. Any outstanding balance under these credit arrangements is due on demand and bears interest at rates indexed to the federal funds rate. At
September 24, 2004, the amount outstanding under these secured arrangements was $16,800,000, which was collateralized by securities held for firm accounts valued at $70,855,000. There were no borrowings under these arrangements at June 25,
2004.



In addition to the broker loan lines, SWS has a $20,000,000 unsecured
line of credit that is due on demand and bears interest at rates indexed to the federal funds rate. The total amount of borrowings available under this line of credit is reduced by the amount outstanding under the unsecured letters of credit at the
time of borrowing. At September 24, 2004 and June 25, 2004, the total amount available for borrowings was $16,893,000 and $16,750,000, respectively. There were no amounts outstanding on this line at September 24, 2004 and
June 25, 2004.



SWS has an irrevocable letter of credit agreement
aggregating $45,000,000 and $40,000,000 at September 24, 2004 and June 25, 2004, respectively, pledged to support its open options positions with an options clearing organization. This letter of credit bears interest at the brokers
call rate, if drawn, and is renewable semi-annually. This letter of credit is fully collateralized by marketable securities held in client and non-client margin accounts with a value of $59,117,000 and $64,664,000 at September 24, 2004 and
June 25, 2004, respectively. SWS also has unsecured letters of credit, aggregating $2,250,000 at both September 24, 2004 and June 25, 2004, pledged to support its open positions with securities clearing organizations. The unsecured
letters of credit bear a 1% commitment fee and are renewable semi-annually. At September 24, 2004 and June 25, 2004, SWS had an additional unsecured letter of credit issued for a sub-lease to the sub-lessee of space previously occupied by
Mydiscountbroker in the amount of $857,000 and $1,000,000, respectively. This letter of credit bears a 1% commitment fee and is renewable annually.



In addition to using client securities to finance bank loans, SWS also pledges client securities as collateral in conjunction with SWS securities lending
activities. At September 24, 2004, approximately $485,753,000 of client securities under customer margin loans was available to be repledged, of which SWS has pledged $21,361,000 under securities loan agreements. At June 25, 2004,
$541,506,000 of client securities under customer margin loans was available to be pledged, of which SWS has pledged $34,374,000 under securities loan agreements.



At September 24, 2004 and June 25, 2004, SWS had no repurchase agreements outstanding.



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DEPOSITS



Deposits at September 30, 2004 and June 30, 2004 are summarized as follows (dollars in thousands):



|                                              |  |           |         |         |       |   |        |   |         |  |       |  
|--------------------------------------------- |  | --------- | ------- | ------- | ----- | - | ------ | - | ------- |  | ----- | -
|                                              |  | September |         |         | June  |  
|                                              |  | Amount    |         | Percent |       |   | Amount |   | Percent | 
|Noninterest bearing demand accounts           |  | $         | 28,759  |         | 5.8   | % |        | $ | 24,972  |  | 5.0   | %
|Interest bearing demand accounts              |  |           | 51,126  |         | 10.3  |   |        |   | 49,783  |  | 9.9   |  
|Savings accounts                              |  |           | 293,572 |         | 58.9  |   |        |   | 295,253 |  | 58.9  |  
|Limited access money market accounts          |  |           | 15,793  |         | 3.2   |   |        |   | 18,620  |  | 3.7   |  
|Certificates of deposit, less than $100,000   |  |           | 78,657  |         | 15.8  |   |        |   | 82,041  |  | 16.4  |  
|Certificates of deposit, $100,000 and greater |  |           | 30,227  |         | 6.0   |   |        |   | 30,425  |  | 6.1   |  
|                                              |  |           |         |         |       |   |        |   |         |  |       |  
|                                              |  | $         | 498,134 |         | 100.0 | % |        | $ | 501,094 |  | 100.0 | %
|                                              |  |           |         |         |       |   |        |   |         |  |       |  



The weighted average interest rate on
deposits was approximately 1.86% at September 30, 2004 and 1.63% at June 30, 2004.



At September 30, 2004, scheduled maturities of certificates of deposit were as follows (in thousands):



|                                              |  |            |        |            |   |            |  |            |       |       |   |       |  |   |        
|--------------------------------------------- |  | ---------- | ------ | ---------- | - | ---------- |  | ---------- | ----- | ----- | - | ----- |  | - | -------
|                                              |  | Fiscal2005 |        | Fiscal2006 |   | Fiscal2007 |  | Thereafter |       | Total
|Certificates of deposit, less than $100,000   |  | $          | 54,478 |            | $ | 14,690     |  | $          | 4,157 |       | $ | 5,332 |  | $ | 78,657 
|Certificates of deposit, $100,000 and greater |  |            | 22,324 |            |   | 4,192      |  |            | 1,002 |       |   | 2,709 |  |   | 30,227 
|                                              |  |            |        |            |   |            |  |            |       |       |   |       |  |   |        
|                                              |  | $          | 76,802 |            | $ | 18,882     |  | $          | 5,159 |       | $ | 8,041 |  | $ | 108,884
|                                              |  |            |        |            |   |            |  |            |       |       |   |       |  |   |        



ADVANCES FROM THE FEDERAL HOME LOAN
BANK (FHLB)



At September 30, 2004 and June 30,
2004, advances from the FHLB were due as follows (in thousands):



|                        |  |           |        |      |   |       
|----------------------- |  | --------- | ------ | ---- | - | ------
|                        |  | September |        | June
|Maturity:               |  |           |        |      |   |       
|Due within one year     |  | $         | 2,298  |      | $ | 1,586 
|Due within two years    |  |           | 1,942  |      |   | 1,239 
|Due within five years   |  |           | 14,094 |      |   | 16,222
|Due within seven years  |  |           | 898    |      |   | 908   
|Due within ten years    |  |           | 5,670  |      |   | 6,298 
|Due within twenty years |  |           | 9,779  |      |   | 10,323
|                        |  |           |        |      |   |       
|                        |  | $         | 34,681 |      | $ | 36,576
|                        |  |           |        |      |   |       



Pursuant to collateral agreements, the
advances from the FHLB, with interest rates ranging from 2% to 8%, are collateralized by approximately $148 million of collateral value (as defined by the credit policy of the FHLB) in qualifying loans at September 30, 2004 (calculated at
June 30, 2004). At June 30, 2004 (calculated at March 31, 2004), advances with interest rates from 2% to 8% were collateralized by approximately $84 million of collateral value in qualifying loans.



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BANK BORROWINGS



On February 3, 2004, FSB Financial obtained a line of credit in the amount of $10 million. At September 30, 2004 and June 30, 2004, $10.0 million was
outstanding on this line of credit. The note related to this line of credit matures on February 1, 2006. Interest is paid on a monthly basis at a rate of prime plus 1%.



FSB Financial also has a line of credit with the Bank. The total credit line is $42 million of which FSB Financial has drawn $36 million as
of September 30, 2004. $7 million is provided by participations from third parties. The loan bears interest at prime plus 1.5% and matures March 22, 2005. SWS Group, Inc. guarantees $10 million of this credit line to the Bank. See
-Commitments and Contingencies  Guarantees.



On
November 7, 2003, FSB Financial borrowed $5 million, in the form of an unsecured note, from CN 2003 Partners, a partnership. A member of SWS management has an interest in an entity that is one of the partners in CN 2003 Partners. The note
matures on May 7, 2005. Interest is paid on a monthly basis at a floating rate of prime plus 2%. The applicable annual interest rate will not be more than 18%. The terms of the loan were no more favorable to the lenders than the terms of
similar contemporaneous loans made by non-affiliated lenders. At September 30, 2004 and June 30, 2004, $5 million was outstanding on this loan.



EXCHANGEABLE SUBORDINATED NOTES



SFAS No. 133 was applicable to the Notes due June 30, 2004. SFAS No. 133 requires fair value recognition of the Notes embedded derivative by
adjusting the Notes liability account on the consolidated statements of financial condition.



The following table reflects the activity in the Notes liability account for the three-month periods ended September 24, 2004 and September 26, 2003 (in thousands):



|                                       |  |                        |        |   |                        |   |      
|-------------------------------------- |  | ---------------------- | ------ | - | ---------------------- | - | -----
|                                       |  | Fiscal 2005 (Restated) |        |   | Fiscal 2004 (Restated)
|Balance at beginning of period         |  | $                      | 3,769  |   |                        | $ | 2,656
|Change in value of embedded Derivative |  |                        | (26    | ) |                        |   | 1,764
|Maturity of the DARTSSM                |  |                        | (3,743 | ) |                        |   |     
|                                       |  |                        |        |   |                        |   |      
|Balance at end of first quarter        |  | $                      |       |   |                        | $ | 4,420
|                                       |  |                        |        |   |                        |   |      



The 373,550 DARTSSM, with a face value of $21.2 million, outstanding at June 25, 2004 were hedging the 373,550 shares of Knight stock.
Changes in the fair value of the embedded derivative are required to be recognized in earnings, along with the change in fair value of the hedged Knight shares. For each of the three-month periods ended September 24, 2004 and September 26,
2003, the change in the time value of the embedded equity option in the DARTSSMwas immaterial to the consolidated
financial statements.



At maturity, these Notes were exchangeable into shares
of Knight common stock or cash at the discretion of SWS. The number of Knight common stock shares to be delivered at maturity is equal to:



| | 1) | 0.8333 shares of Knight common stock for each DARTSSMif the price of Knight common stock at maturity is greater than or equal to $68.03;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------



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| | 2) | if the maturity price is less than $68.03 but greater than $56.6875, a fractional share of Knight common stock equal to $56.6875 divided by the price at the maturity date; or
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | one share of Knight common stock if the maturity price is below $56.6875.
| | -- | -------------------------------------------------------------------------



Consequently, since the price of Knight common stock at maturity was less than $56.6875, SWS issued one share of common stock of Knight for each DARTSSMat maturity.



The DARTSSMmatured on June 30,
2004, at which time, SWS delivered 373,550 shares of Knight stock to the DARTSSMholders in satisfaction of
SWS obligation, all in accordance with the terms of the governing agreements. Delivery of the Knight shares upon maturity of this obligation resulted in a gain of $18,732,000, equal to the difference in the fair value of the Knight stock upon
acquisition and the fair value of the Knight stock on the issuance date of the DARTSSM(i.e. hedging date).



NET CAPITAL REQUIREMENTS



Brokerage Group. The broker/dealer subsidiaries are subject to the Securities and
Exchange Commissions (SEC) Uniform Net Capital Rule (the Net Capital Rule), which requires the maintenance of minimum net capital. Southwest Securities has elected to use the alternative method, permitted by the Net
Capital Rule, which requires that it maintain minimum net capital, as defined in Rule 15c3-1 under the 1934 Act, equal to the greater of $1,000,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3 under the 1934 Act. At
September 24, 2004, Southwest Securities had net capital of $112,411,000, or approximately 23.4% of aggregate debit balances, which was $102,794,000 in excess of its minimum net capital requirement of $9,617,000 at that date. Additionally, the
net capital rule of the NYSE provides that equity capital may not be withdrawn and cash dividends may not be paid if resulting net capital would be less than 5% of aggregate debit items. At September 24, 2004, Southwest Securities had net
capital of $88,368,000 in excess of 5% of aggregate debit items.



May Financial
also follows the alternative method and is required to maintain minimum net capital of $1,000,000. At September 24, 2004, the net capital and excess net capital for May Financial were $3,556,000 and $2,556,000, respectively.



SWS Financial follows the primary (aggregate indebtedness) method under Rule 15c3-1, which
requires the maintenance of minimum net capital of $250,000. At September 24, 2004, the net capital and excess net capital of SWS Financial were $934,000 and $684,000, respectively.



Banking Group. The Bank is subject to various regulatory capital requirements administered by federal agencies. Quantitative
measures, established by regulation to ensure capital adequacy, require maintaining minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets, and of Tier I capital to adjusted total assets (all as
defined in 12 CFR 565 and 12 CFR 567). Management believes, as of September 30, 2004 and June 30, 2004, that the Bank meets all capital adequacy requirements to which it is subject.



As of September 30, 2004 and June 30, 2004, the Bank is considered well
capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios.



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The Banks actual capital amounts and ratios are presented in the following tables (dollars in thousands):



|                                          |  |        |        |       |                             |   |        |                                                              |        |  |     |        |  |       |        |  |      |  
|----------------------------------------- |  | ------ | ------ | ----- | --------------------------- | - | ------ | ------------------------------------------------------------ | ------ |  | --- | ------ |  | ----- | ------ |  | ---- | -
|                                          |  | Actual |        |       | For CapitalAdequacyPurposes |   |        | To Be WellCapitalizedUnder PromptCorrective ActionProvisions |       
|                                          |  | Amount |        | Ratio |                             |   | Amount |                                                              | Ratio  |  |     | Amount |  | Ratio |       
|September 30, 2004:                       |  |        |        |       |                             |   |        |                                                              |        |  |     |        |  |       |        |  |      |  
|Total capital (to risk weighted assets)   |  | $      | 63,633 |       | 12.2                        | % |        | $                                                            | 41,807 |  | 8.0 | %      |  | $     | 52,259 |  | 10.0 | %
|Tier I capital (to risk weighted assets)  |  |        | 61,055 |       | 11.7                        |   |        |                                                              | 20,904 |  | 4.0 |        |  |       | 31,355 |  | 6.0  |  
|Tier I capital (to adjusted total assets) |  |        | 61,055 |       | 9.9                         |   |        |                                                              | 24,709 |  | 4.0 |        |  |       | 30,886 |  | 5.0  |  
|June 30, 2004:                            |  |        |        |       |                             |   |        |                                                              |        |  |     |        |  |       |        |  |      |  
|Total capital (to risk weighted assets)   |  | $      | 61,416 |       | 12.1                        | % |        | $                                                            | 40,625 |  | 8.0 | %      |  | $     | 50,781 |  | 10.0 | %
|Tier I capital (to risk weighted assets)  |  |        | 58,483 |       | 11.5                        |   |        |                                                              | 20,312 |  | 4.0 |        |  |       | 30,469 |  | 6.0  |  
|Tier I capital (to adjusted total assets) |  |        | 58,483 |       | 9.5                         |   |        |                                                              | 24,657 |  | 4.0 |        |  |       | 30,821 |  | 5.0  |  



EARNINGS PER SHARE



A reconciliation between the weighted average shares outstanding used in the basic and
diluted EPS computations is as follows for the three-month periods ended September 24, 2004 and September 26, 2003 (in thousands, except share and per share amounts):



|                                              |  |                    |            |                    |   |           
|--------------------------------------------- |  | ------------------ | ---------- | ------------------ | - | ----------
|                                              |  | Three Months Ended
|                                              |  | September 24, 2004 |            | September 26, 2003
|                                              |  | (Restated)         |            | (Restated)        
|Net income                                    |  | $                  | 15,888     |                    | $ | 1,308     
|                                              |  |                    |            |                    |   |           
|Weighted average shares outstanding  basic   |  |                    | 17,139,822 |                    |   | 17,067,643
|Effect of dilutive securities:                |  |                    |            |                    |   |           
|Assumed exercise of stock options             |  |                    | 31,966     |                    |   | 204,837   
|Restricted stock                              |  |                    | 70,801     |                    |   |          
|                                              |  |                    |            |                    |   |           
|Weighted average shares outstanding  diluted |  |                    | 17,242,589 |                    |   | 17,272,480
|                                              |  |                    |            |                    |   |           
|Earnings per share  basic                    |  | $                  | 0.93       |                    | $ | 0.08      
|                                              |  |                    |            |                    |   |           
|Earnings per share  diluted                  |  | $                  | 0.92       |                    | $ | 0.08      
|                                              |  |                    |            |                    |   |           



At September 24, 2004 and
September 26, 2003, there were approximately 1.6 million and 1.7 million options outstanding under the two stock option plans, respectively. See -Stock Option and Restricted Stock Plans. As of September 24, 2004 and
September 26, 2003, approximately 307,296 and 94,114 outstanding options, respectively, were antidilutive and therefore were not included in the calculation of weighted average shares outstanding-dilutive.



REPURCHASE OF TREASURY STOCK



On May 12, 2004, the Board of Directors of SWS approved the extension of SWS
stock repurchase plan to December 31, 2005. As a result of this action, on that date, SWS was authorized to



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repurchase up to 500,000 shares under the program. No shares have been repurchased by SWS under this program since February 2003.



Additionally, the trustee under SWS deferred compensation plan periodically purchases
stock in the open market in accordance with the terms of the plan. This stock is classified as treasury stock in the consolidated financial statements, but participates in future dividends declared by SWS. The plan purchased 8,768 shares in the
three-month period ended September 24, 2004 at a cost of $125,000, or $14.26 per share, and 3,978 shares in the three-month period ended September 26, 2003 at a cost of $82,100, or $20.63 per share. During the three-month period ended
September 24, 2004, 544 shares were sold or withdrawn from the plan and 1,442 shares were removed from treasury for future withdrawals for terminated employees. 919 shares were withdrawn from the plan during the three-month period ended
September 26, 2003.



SEGMENT REPORTING



SWS operates three principal segments within the financial services industry: the Brokerage
Group, the Asset Management Group and the Banking Group. There have been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss since last reported. The Brokerage Group no longer includes the entities of
Mydiscountbroker and Southwest Clearing as these entities were dissolved in July 2004. The balances for these entities are included in the balances presented for the three-month period ended and as of September 26, 2003.



The category other consolidated entities includes SWS Group and SWS Insurance.
The three-month period ended September 26, 2003 includes the balances of SWS Technologies. As SWS Technologies was dissolved in July 2004, the September 24, 2004 balances do not include balances from this entity. SWS Group is a holding
company that owns various investments, including the investment in USHS common stock. SWS Group held the investment in Knight stock through June 30, 2004. See -Marketable Equity Securities. SWS Insurance facilitates the sale of
insurance and annuities for customers of Southwest Securities and its correspondents. There are no material reconciling adjustments included in this category.



|                                                                                     |  |                 |           |   |                      |   |              |  |                           |         |  |                            |        |   |  |   |          
|------------------------------------------------------------------------------------ |  | --------------- | --------- | - | -------------------- | - | ------------ |  | ------------------------- | ------- |  | -------------------------- | ------ | - |  | - | ---------
|(in thousands)                                                                       |  | Brokerage Group |           |   | AssetManagementGroup |   | BankingGroup |  | OtherConsolidatedEntities |         |  | ConsolidatedSWS Group,Inc.
|Three months ended September 24, 2004 (Restated)                                     |  |                 |           |   |                      |   |              |  |                           |         |  |                            |        |   |  |   |          
|Net revenues from external sources                                                   |  | $               | 52,588    |   |                      | $ | 149          |  | $                         | 12,713  |  | $                          | 19,173 |   |  | $ | 84,623   
|Net intersegment revenue (expense)                                                   |  |                 | (747      | ) |                      |   |             |  |                           | 760     |  |                            | (13    | ) |  |   |         
|Net interest revenue (expense)                                                       |  |                 | 7,286     |   |                      |   |             |  |                           | 9,806   |  |                            | (20    | ) |  |   | 17,072   
|Depreciation and amortization                                                        |  |                 | 1,500     |   |                      |   | 2            |  |                           | 166     |  |                            |       |   |  |   | 1,668    
|Income before income taxes and minority interest in consolidated subsidiaries        |  |                 | 2,234     |   |                      |   | 5            |  |                           | 4,697   |  |                            | 17,720 |   |  |   | 24,656   
|Net income                                                                           |  |                 | 1,251     |   |                      |   | 3            |  |                           | 3,123   |  |                            | 11,511 |   |  |   | 15,888   
|Segment assets                                                                       |  |                 | 4,442,806 |   |                      |   | 574          |  |                           | 622,912 |  |                            | 21,249 |   |  |   | 5,087,541
|Expenditures for long-lived assets                                                   |  |                 | 654       |   |                      |   |             |  |                           | 455     |  |                            |       |   |  |   | 1,109    
|Three months ended September 26, 2003 (Restated)                                     |  |                 |           |   |                      |   |              |  |                           |         |  |                            |        |   |  |   |          
|Net revenues from external sources                                                   |  | $               | 53,971    |   |                      | $ | 255          |  | $                         | 12,398  |  | $                          | (333   | ) |  | $ | 66,291   
|Net intersegment revenue (expense)                                                   |  |                 | (760      | ) |                      |   |             |  |                           | 799     |  |                            | (39    | ) |  |   |         
|Net interest revenue (expense)                                                       |  |                 | 6,742     |   |                      |   |             |  |                           | 9,735   |  |                            | (243   | ) |  |   | 16,234   
|Depreciation and amortization                                                        |  |                 | 1,270     |   |                      |   | 2            |  |                           | 150     |  |                            | 38     |   |  |   | 1,460    
|Income (loss) before income taxes and minority interest in consolidated subsidiaries |  |                 | (654      | ) |                      |   | 74           |  |                           | 4,731   |  |                            | (2,003 | ) |  |   | 2,148    
|Net income (loss)                                                                    |  |                 | (547      | ) |                      |   | 48           |  |                           | 3,134   |  |                            | (1,327 | ) |  |   | 1,308    
|Segment assets                                                                       |  |                 | 3,917,927 |   |                      |   | 1,689        |  |                           | 719,858 |  |                            | 30,705 |   |  |   | 4,670,179
|Expenditures for long-lived assets                                                   |  |                 | 1,422     |   |                      |   |             |  |                           | 265     |  |                            | (256   | ) |  |   | 1,431    



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On the consolidated statements of income and comprehensive income, minority interest is solely related to the Banking
Group and other comprehensive income (loss) is solely related to SWS Group, which is included in the Other Consolidated Entities category, above.



COMMITMENTS, CONTINGENCIES and GUARANTEES



Commitments and Contingencies. In the general course of its brokerage business and the business of clearing for other brokerage firms, SWS Group and/or its
subsidiaries have been named as defendants in various lawsuits and arbitration proceedings. These claims allege violation of federal and state securities laws. The Bank is also involved in certain claims and legal actions arising in the ordinary
course of business. Management believes that resolution of these claims, other than as described below, will not result in any material adverse effect on SWS consolidated financial position, results of operations or cash flows.



Fraudulent Mortgages:During the first quarter of fiscal 2003, the Bank
provided $3.4 million ($2.2 million after tax impact on earnings) to establish a reserve for fraudulent mortgages purchased from one New York based mortgage bank. Sixteen loans, aggregating approximately $3.4 million were sold twice by the mortgage
bank and the Bank is not receiving payments on these loans. At this time, the likelihood of recovery cannot be estimated.



Venture Capital Fund: SWS has committed $5 million to invest in a limited partnership venture capital fund. As of September 24, 2004, SWS had
contributed $3.5 million of its commitment. Under the terms of the agreement, no more than 30% of the commitment will be drawn in any 12-month period.



Underwriting: Through its participation in underwriting, both corporate and municipal, SWS could expose itself to material risk since the possibility exists
that securities SWS has committed to purchase cannot be sold at the initial offering price. Federal and state securities laws and regulations also affect the activities of underwriters and impose substantial potential liabilities for violations in
connection with sales of securities by underwriters to the public. Total open underwritings at September 24, 2004 were $114,837,000 for public finance. All open underwritings are generally scheduled to be settled within the next 60 days and
have no material effect on the consolidated financial statements.



SEC/NYSE Mutual Fund Inquiry: Southwest Securities was the subject of investigations of improper mutual fund trading alleged to have occurred from October 2002 through September 2003. The inquiries were conducted by the SEC
and the NYSE and relate to the adequacy of the subsidiarys supervision of certain employees and the firms compliance with books and records and document production requirements.



SWS recorded a liability of $10 million in fiscal 2004 for this contingency. While this
estimate is based on lengthy settlement discussions with the regulatory authorities, a final settlement has not yet been reached. And while we do not currently anticipate any further material liability related to these regulatory actions, no
assurance can be given that these matters will be settled substantially on these terms.



Guarantees.In March 2002, SWS issued a loan guarantee for FSB Financial for $10,000,000. The guarantee is based on a loan agreement between FSB Financial and the Bank. SWS has agreed to guarantee funds drawn on the loan in excess of
$25,000,000, up to a maximum of $35,000,000. At September 30, 2004, the Bank had loaned $28,950,000 to FSB Financial. As a result of this loan, if FSB Financial defaults on the loan to the Bank, SWS would be liable for $3,950,000 of the total
loan



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outstanding. SWS has not recorded a liability for the guarantee in its financial statements, as FIN No.45 Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of SFAS No. 5-Contingencies, SFAS No. 57-Related Party, and SFAS No. 107-Disclosure of Fair Value of Financial Instruments and
rescission of Financial Accounting Standards Board Interpretation No. 34 (FIN 45) requires disclosure only of guarantees issued between parents and their subsidiaries.



In connection with the 2002 spin-off of SWS primary asset management subsidiary, the
Westwood Holdings Group, Inc., SWS agreed to indemnify the Westwood Holdings Group, Inc. from and against any and all past and future liabilities or expenses in excess of $500,000 arising from the Richard A. Boykin Jr. Family Trust (Boykin
Trust), for which Westwood Trust currently serves as trustee. The Boykin Trust is currently in bankruptcy. SWS settled litigation with the beneficiaries of the Boykin Trust in May 2002 for $2 million. SWS management believes that the
resolution of the remaining issues associated with the Boykin Trust in bankruptcy will not have a material impact on SWS consolidated financial statements.



The Bank has stand-by letters of credit primarily issued for assigned notes and real estate. The maximum potential amount of future payments
the Bank could be required to make under the letters of credit is $440,000. The recourse provisions of the letters of credit allow the amount of the letters of credit to become a part of the fully collateralized loans with total repayment. The
collateral on these letters of credit consist of assigned notes, real estate, equipment, accounts receivable or furniture and fixtures.



SWS is a member of numerous exchanges and clearinghouses. Under the membership agreements, members are generally required to guarantee the performance of other members.
Additionally, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post
collateral. SWS maximum potential liability under these arrangements cannot be quantified. However, the potential for SWS to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in
the consolidated financial statements for these arrangements.



ACCOUNTING
PRONOUNCEMENTS



Financial Interpretation No. 46,
Consolidation of Variable Interest Entities. FASB issued FIN No. 46 on January 17, 2003. In December 2003, FASB issued a revision to FIN No. 46, FIN No. 46R. Based on a review of its
investments and FIN No. 46R, SWS determined that it has one VIE, as defined by FIN No. 46R, that should be consolidated. See -Equity Method Investments.



Financial Accounting Standard No. 150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity.In June 2003, FASB issued SFAS No. 150. This statement establishes standards for how SWS should classify and measure certain financial instruments with characteristics of both liabilities and equity.
The statement requires that an issuer classify a financial instrument that is within its scope as a liability. The provisions of this statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June 15, 2003. This pronouncement applies to SWS minority interest in the Banks subsidiaries. On November 5, 2003, FASB deferred, indefinitely, the
implementation of SFAS No. 150 as it pertains to minority interest. SWS fair value of the minority interest in the Banks subsidiaries is approximately equivalent to book value. Thus, the amount that would be paid if the Banks
subsidiaries terminated and settled their operations at September 24, 2004 would be $2.4 million.



SUBSEQUENT EVENT



In October 2004, SWS
closed its May Financial office in Brighton, Michigan. As a result, SWS will be recording approximately $553,000 in disposal costs in accordance with SFAS No. 146 Accounting for



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Costs Associated with Exit or Disposal Activities. Approximately $213,000 represents leasehold improvement write-offs, $212,000 represents lease
termination costs, $70,000 represents costs associated with the termination of contracts and $58,000 represents severance and related payroll costs to be paid to the 22 terminated employees.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



OVERVIEW



SWS Group, Inc. (we, us, SWS or the Company) is primarily engaged in full-service securities
brokerage primarily through Southwest Securities, Inc. (Southwest Securities), full-service commercial banking through Southwest Securities Bank (the Bank), and asset management. While brokerage and banking revenues are
dependent upon trading volumes and interest rates, which may fluctuate significantly, a large portion of our expenses remain fixed. Consequently, net operating results can vary significantly from period to period. Our business is also subject to
substantial governmental regulation and changes in legal, regulatory, accounting, tax and compliance requirements that may have a substantial impact on our business and results of operations. We also face substantial competition in each of our lines
of business. See -Forward-Looking Statements.



Brokerage Group



Growth in the U.S. equities market slowed in the first quarter of fiscal
2005 due to the normal summer slowdown in trading activities as well as investor uncertainty resulting from the upcoming election, continued threats of terrorist attacks, oil prices and rising interest rates. The Dow Jones Industrial Average
decreased from 10,435.48 at June 30, 2004 to 10,047.24 at September 24, 2004. Trading volumes overall remained light with average daily volume on the New York Stock Exchange (NYSE) of 1.3 billion shares for the first quarter of
fiscal 2005 compared to 1.4 billion in the same period last year. The revenues generated by our clearing business are dependent on active markets. Sustained growth in volumes is necessary for growth in our clearing business. The volume of trades we
processed in the first three months of fiscal 2005 were down substantially compared to the same period in the prior year, reflecting significantly lower volumes in the active trading segment of our customer base. We expect continued declines in
trades processed as one of our high volume trading customers is expected to clear through an affiliate of its parent beginning in the second quarter of fiscal 2005. This customer represented $637,000 in net revenues in the first quarter of fiscal
2005.



Month end margin balances reported by NYSE member firms averaged $177
billion in the first quarter of fiscal 2005 versus $170 billion in fiscal 2004. We rely on margin lending to our customers to generate revenue. Sustained improvement in stock prices are necessary to promote growth in margin balances and to
facilitate earnings growth from margin lending to our customers. Our margin balances averaged $367 million, up 31.5% over the comparable period last year but down 4.7% from the three-month period ended June 25, 2004.



Stock loan balances are also influenced by the volumes in the market as well as interest
rates. Stock lending balances were up more than 2% over the comparable period last year but were down 11.5% from June 2004 levels. As markets improve, these balances generally increase subject to credit limits imposed by our counter-parties and us.
We earn an interest spread in this business that is impacted by the overall interest rate environment. When rates begin to rise, we may have an opportunity to widen the interest spread we earn.



The interest rate environment also impacts our fixed income businesses. In the first three
months of fiscal 2005, the Federal Reserve Board continued to increase the discount rate with the rate rising 50 basis points in the first quarter of fiscal 2005, which negatively impacted revenues in our fixed income business. Our fixed income
business activity level is driven by spreads to published rates, the



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direction of rates and economic expectations. Management constantly monitors our exposure to interest rate fluctuations to mitigate risk of loss in volatile
environments.



We are currently focused on three aspects of our business:
growing our clearing business, taking advantage of our prominence in the Southwest to become a nationally recognized full-service regional brokerage firm and growing the Bank. Continued improvement in the equity markets is critical to growth in our
clearing and brokerage businesses. As management continues to refine our focus, acquisitions or dispositions could be warranted.



In evaluating the clearing business, management is focused on growth in clearing fees as well as increased margin balances and tickets processed. While growth in the
number of correspondents is important, margin balances and tickets processed are the key variables used to determine growth in this business.



To realize our goal of becoming a nationally recognized full-service regional brokerage firm, it is essential to grow the retail brokerage distribution network. This will
be accomplished through the hiring of additional registered representatives and the opening of new branch office locations in the Southwest. Opening new branch offices requires an outlay of capital that may not be immediately offset by revenues,
which will negatively impact results of operations until new locations become positive contributors. New office locations generally take at least a year after permanent space is occupied to achieve a breakeven point, depending on successful
recruiting of registered representatives. We are currently focused on filling our existing offices with producing registered representatives.



Equity capital markets are an integral part of a full-service regional firm. Revenue from this area is cyclical and varies significantly with the growth in the equity
markets. Consequently, investment in personnel could negatively impact earnings in periods of limited equity capital markets activity.



As our full-service brokerage segment grows, management will be reviewing profitability as well as productivity by registered representatives, transactions processed and
deals completed, to measure success in this area.



Our emphasis on the
full-service brokerage aspect of our business is expected to diversify our revenue stream and to enhance areas of our business that have relatively higher margins than our traditional clearing business. In the full-service brokerage section of our
business, we retain more of each dollar of commission than in a traditional clearing arrangement. As the full-service business grows, we expect to be able to take advantage of the increased margin.



To accomplish our goals, we closed, effective October 2004, our May Financial Corporation
office in Brighton, Michigan. As a result, we will recognize approximately $553,000 in disposal costs in the second quarter of fiscal 2005. May Financial Corporations revenues represent 0.6% of our total consolidated revenues for the three
months ended September 24, 2004. May Financial Corporations net loss for the three months ended September 24, 2004 was $466,000.



We completed our conversion to a new electronic brokerage operating system in August of 2002, but continue with ongoing efforts to upgrade and enhance the core system
with investments in the technology area. Management continually reviews equipment and communications in an effort to offset some of the costs of software enhancement. Our system was developed by Comprehensive Software Systems, Ltd.
(CSS), an entity that is backed by a consortium of brokerage firms, including Southwest Securities. The development of the system required more time and capital from these brokerage firms than was originally anticipated. While the system
is fully functional at SWS, other consortium members have yet to completely install the system. Decisions by these other firms will impact CSS ability to continue to deliver new modules and enhancements and could impact the cost of technology
to us.



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Banking Group



A substantial portion of the Banks revenue is generated from the single-family construction loan and single-family mortgage loan markets. While the Banks
purchased mortgage loan program is nationwide, the majority of the Banks other lending is concentrated in the North Texas geographic region. A strong housing market in North Texas is important to growing the Banks loan portfolio.



Mortgage interest rates declined slightly in the first quarter of fiscal 2005
as compared to the first and fourth quarters of fiscal 2004. The average balances in the Banks purchased mortgage loan program, consequently were up 23% over the average balances in the fourth quarter of fiscal 2004. In the event mortgage
interest rates increase, the Bank could experience lower revenues from these operations. The bank was able to invest funds in loans in the first quarter of fiscal 2005 utilizing approximately $31 million in excess liquidity. The yield on mortgage
loans range from 5% to 6%, while excess liquidity generally yields 1% to 2%, resulting in an increase in interest revenue. The Bank continued to diversify its lending base through increased commercial lending. The Banks commercial real estate
lending was up 21% from the comparable quarter last year due to a continued focus on the Banks Community Banking division, and consumer loans were up more than 60% over the comparable quarter last year. The Bank recently entered the
single-family mortgage banking business in the Dallas-Fort Worth and South Texas markets.



SEC/NYSE Mutual Fund Inquiry



Southwest
Securities was the subject of investigations of improper mutual fund trading alleged to have occurred from October 2002 through September 2003. The inquiries were conducted by the Securities and Exchange Commission (SEC) and the NYSE and
questioned the adequacy of the subsidiarys supervision of certain employees and the firms compliance with books and records and document production requirements. During the third quarter of fiscal 2004, we recorded $2.0 million for this
contingent liability. In the fourth quarter, we recorded an additional $8.0 million for a total reserve of $10 million ($9.3 million after tax). While these estimates are based on lengthy settlement discussions with the regulatory authorities, no
final settlement has yet been reached. And while we do not currently anticipate any further material liability related to these regulatory actions, no assurance can be given that these matters will be settled or settled substantially on these terms.



Regulation



On October 11, 2004, Congress passed the American Jobs Creation Act of 2004 (the
Job Act), which includes numerous provisions that may affect business practices and accounting for income taxes. Since the Job Act was enacted in October, any effects from the law itself would not be reflected in our income tax provision
until the second quarter of fiscal 2005. Management is currently evaluating what, if any, effects the Job Act may have on us.



Events and Transactions



Several material events and transactions impacted the results of operations in the periods presented. A description of the facts and circumstances surrounding these transactions and the impact on our results are
discussed below.



Restatement.In June 1999, we issued 5%
Exchangeable Subordinated Notes (Notes), in the form of DARTSSM(or, Derivative Adjustable Ratio
SecuritiesSM). The DARTSSMcontained an equity-based derivative designed to hedge changes in the fair value of our investment in Knight Trading Group, Inc. (Knight) common stock. The embedded derivative was
designated as a fair value hedge of our investment in Knight shares, upon adoption of SFAS No. 133.



In fiscal 2005, we determined that our initial and periodic computation of the fair value of the embedded equity option in the DARTSSMobligation was incorrect. We erroneously calculated the value of the purchased put option component in the embedded equity collar as a purchased call option.
The result of this accounting error was an overstatement of the DARTSSMobligation in the balance sheet and an
understatement of income in fiscal 2001 through fiscal 2004. Because the DARTSSMobligation was overstated by $4.8
million at the beginning of fiscal 2005, we recorded $4.8 million in gain on the maturity of the DARTSSMobligation
in the first quarter of fiscal 2005 that



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should have been recorded in previous years. Consequently, we restated our results for the first quarter of fiscal 2005 to eliminate the impact of the gain.
We also restated our prior year financial statements to reflect the proper valuation of the embedded option. This restatement decreased net income in the first quarter of fiscal 2005 by $3,143,000 and increased net income by $25,000 in the first
quarter of fiscal 2004.



Archipelago. In August 2004, Archipelago
Holdings, L.L.C. (Archipelago) declared an approximately 1 for 4.5 reverse stock split. After the split, we owned 67,435 shares of Archipelago stock. On August 19, 2004, Archipelago completed an initial public offering of its common
stock. SWS sold 23,714 shares at $10.695 per share, yielding a gain of $254,000 (an after-tax gain of $165,100), in the offering. After giving effect to these transactions, we own 43,721 shares of Archipelago stock. We recorded a gain of $658,000 in
the first quarter of fiscal 2005 from the market appreciation of the remaining Archipelago shares.



Maturity of DARTSSM.The DARTSSMmatured June 30, 2004, at which time we delivered 373,550 shares of Knight stock
to the DARTSSMholders in satisfaction of our obligation in accordance with the terms of the governing agreements.
Delivery of the Knight shares upon maturity of this obligation resulted in a gain of $18,732,000, equal to the difference in the fair value of the Knight stock upon acquisition and the fair value of the Knight stock on the issuance date of the
DARTSSM(i.e. the hedging date). See -Exchangeable Subordinated Notes in the Notes to the Consolidated
Financial Statements.



Investment in Comprehensive Software
Systems, Ltd.In 1993, SWS became a part owner of CSS, a software development company formed to develop a new brokerage front and back office system. We initially acquired a 7.96% interest in CSS and accounted for the investment on the cost
basis. Through subsequent investments, our ownership in CSS increased to 25.08% in fiscal 2002. Consequently, we implemented the equity method of accounting prescribed by APB Opinion No. 18, The Equity Method of Accounting for
Investments in Common Stock. We were the first company, and to date the only company, to fully implement the CSS system. We completed our installation of the system in September 2002. At June 28, 2002, we determined that the
investment in CSS and its related goodwill were fully impaired based on an analysis of the projected cash flow from the investment.



To facilitate the continued enhancement of the CSS system, we entered into an agreement in December 2002, amended in June 2003, to loan CSS $3,500,000. In December 2003,
we agreed to an additional equity investment of $2.9 million, resulting in the purchase of 5.8 million shares of CSS common stock. The purchase will be made in four equal quarterly installment totaling $2,885,900 and will ultimately result in
increasing our position in CSS to 30.22%. These investments were made to insure the continued operation of CSS while development of needed enhancements to the system were built.



Three purchases totaling $2,164,000 have been made as of September 24, 2004. For the three-month period ended September 24, 2004,
our pro-rata share of CSS losses was $767,000, which was greater than the $721,000 purchased by $46,000. From inception of the loan to date, our pro-rata share of losses of $6,224,000 was greater than the $5,664,000 loaned and invested by
$560,000. As a result, there is no recorded equity investment or loan receivable from CSS at September 24, 2004.



RESULTS OF OPERATIONS



Net income for the three-month period ended September 24, 2004 was $15,888,000 representing an increase of $14,580,000 over net income for the comparable three-month period ended September 26, 2003 of
$1,308,000. The three-month period ended September 24, 2004 as well as the comparable period last year contained 63 trading days.



Our pretax income was $24,656,000 and $2,148,000 for the three months ended September 24, 2004 and September 26, 2003, respectively.



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The following is a summary of increases (decreases) in categories of net revenues and operating expenses for the
three-month period ended September 24, 2004 compared to the three-month period ended September 26, 2003 (dollars in thousands):



|                                                     |  |        |        |   |   |       |   
|---------------------------------------------------- |  | ------ | ------ | - | - | ----- | --
|                                                     |  | Amount |        |   | % |      
|Net revenues:                                        |  |        |        |   |   |       |   
|Net revenues from clearing operations                |  | $      | (1,609 | ) |   | (30   | )%
|Commissions                                          |  |        | (2,633 | ) |   | (12   | ) 
|Net interest                                         |  |        | 838    |   |   | 5     |   
|Investment banking, advisory and administrative fees |  |        | 802    |   |   | 13    |   
|Net gains on principal transactions                  |  |        | 18,863 |   |   | 546   |   
|Other                                                |  |        | (40    | ) |   | (1    | ) 
|                                                     |  |        |        |   |   |       |   
|                                                     |  |        | 16,221 |   |   | 28    |   
|                                                     |  |        |        |   |   |       |   
|Operating expenses:                                  |  |        |        |   |   |       |   
|Commissions and other employee compensation          |  |        | (1,258 | ) |   | (4    | ) 
|Occupancy, equipment and computer service costs      |  |        | (520   | ) |   | (7    | ) 
|Communications                                       |  |        | (65    | ) |   | (2    | ) 
|Floor brokerage and clearing organization charges    |  |        | (186   | ) |   | (11   | ) 
|Advertising and promotional                          |  |        | 38     |   |   | 5     |   
|Other                                                |  |        | (4,296 | ) |   | (42   | ) 
|                                                     |  |        |        |   |   |       |   
|                                                     |  |        | (6,287 | ) |   | (11   | ) 
|                                                     |  |        |        |   |   |       |   
|Pretax income                                        |  | $      | 22,508 |   |   | 1,048 | % 
|                                                     |  |        |        |   |   |       |   



Net revenues increased for the first
quarter of fiscal 2005 by $16.2 million. The largest component of the increase was in net gains on principal transactions, which was up $18.9 million, respectively, due primarily to the $18.7 million gain attributable to the DARTSSMmaturity.



Operating expenses decreased $6.3 million for the three months ended September 24, 2004. The largest decreases were in commissions and other employee compensation
and other expenses. The decrease in commissions and other employee compensation is due primarily to decreases in commissions and incentive compensation resulting from reduced business line profitability. The decrease in other expenses was due
primarily to the Banks decrease in its allowance for probable loan losses, a decrease in legal expenses due to the completion of cases open at the end of the same quarter last year, a decrease in state tax expenses, a decrease in fees paid to
regulators and the release of reserves related to the purchases of Southwest Clearing Corporation (Southwest Clearing), which was dissolved in July 2004.



Net Revenues from Clearing Operations.Net revenues from clearing decreased $1.6 million compared to the three months
ended September 26, 2003. Net clearing revenues decreased due to a decrease in total transactions processed from 9,055,973 in the first quarter of fiscal 2004 to 4,870,482 in the first quarter of fiscal 2005. Revenue per ticket increased 29% in
the first quarter of fiscal 2005 compared to the same period last year due to changes in the mix of clearing transactions. Revenue per transaction was $0.75 for the first quarter of fiscal 2005 versus $0.58 for the first quarter of fiscal 2004.



Commissions.Commission revenue decreased 12% for the
three-month period ended September 24, 2004 compared to the three-month period ended September 26, 2003 as a result of decreased trading



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volumes. The largest decreases were recorded in the Private Client Group and Fixed Income Sales and Trading. The decreases were offset by a slight increase
in commission revenue in Independent Registered Representatives and Portfolio Trading. Uncertainty in economic and world events and the departure of certain brokers led to the decrease in revenues. Commission revenue by type of representative is as
follows (dollars in thousands):



|                                       |  |                    |        |                    |     |        |   |             |  |    
|-------------------------------------- |  | ------------------ | ------ | ------------------ | --- | ------ | - | ----------- |  | ---
|                                       |  | Three Months Ended
|                                       |  | September 24, 2004 |        | September 26, 2003
|                                       |  | Amount             |        | No. of Reps        |     | Amount |   | No. of Reps
|Southwest Securities brokers:          |  |                    |        |                    |     |        |   |             |  |    
|Private Client Group                   |  | $                  | 4,653  |                    | 89  |        | $ | 6,557       |  | 96 
|Fixed Income Sales & Trading           |  |                    | 5,861  |                    | 37  |        |   | 6,926       |  | 32 
|Institutional Equity Sales             |  |                    | 1,863  |                    | 10  |        |   | 2,133       |  | 11 
|Independent Registered Representatives |  |                    | 4,753  |                    | 402 |        |   | 4,654       |  | 416
|Portfolio Trading                      |  |                    | 1,855  |                    |     |        |   | 1,476       |  |    
|Other                                  |  |                    | 240    |                    |     |        |   | 112         |  |    
|                                       |  |                    |        |                    |     |        |   |             |  |    
|                                       |  | $                  | 19,225 |                    |     |        | $ | 21,858      |  |    
|                                       |  |                    |        |                    |     |        |   |             |  |    



Net Interest Income.Net
interest income from the Brokerage Group is dependent upon the level of customer and stock loan balances as well as the spread between the rates we earn on those assets compared with the cost of funds. Net interest is the primary source of income
from the Bank and represents the amount by which interest and fees generated by earning assets exceed the cost of funds, primarily interest paid to the Banks depositors on interest-bearing accounts.



The components of interest earnings are as follows for the three-month periods ended
September 24, 2004 and September 26, 2003 (in thousands):



|                                          |  |                    |        |                   |   |       
|----------------------------------------- |  | ------------------ | ------ | ----------------- | - | ------
|                                          |  | Three Months Ended
|                                          |  | September 24,2004  |        | September 26,2003
|Interest revenue:                         |  |                    |        |                   |   |       
|Customer margin accounts                  |  | $                  | 4,582  |                   | $ | 3,564 
|Assets segregated for regulatory purposes |  |                    | 1,283  |                   |   | 1,198 
|Stock borrowed                            |  |                    | 9,022  |                   |   | 6,689 
|Bank loans                                |  |                    | 11,867 |                   |   | 11,775
|Other                                     |  |                    | 598    |                   |   | 1,177 
|                                          |  |                    |        |                   |   |       
|                                          |  | $                  | 27,352 |                   | $ | 24,403
|                                          |  |                    |        |                   |   |       
|Interest expense:                         |  |                    |        |                   |   |       
|Customer funds on deposit                 |  | $                  | 1,066  |                   | $ | 817   
|Stock loaned                              |  |                    | 6,659  |                   |   | 4,391 
|Bank deposits                             |  |                    | 1,498  |                   |   | 1,923 
|Notes Payable                             |  |                    | 333    |                   |   | 83    
|Federal Home Loan Bank advances           |  |                    | 385    |                   |   | 251   
|Other                                     |  |                    | 339    |                   |   | 704   
|                                          |  |                    |        |                   |   |       
|                                          |  |                    | 10,280 |                   |   | 8,169 
|                                          |  |                    |        |                   |   |       
|Net interest                              |  | $                  | 17,072 |                   | $ | 16,234
|                                          |  |                    |        |                   |   |       



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Brokerage Group: For the three months ended September 24, 2004 and September 26, 2003, net
interest income from the Brokerage Group accounted for approximately 9.8% and 11.2%, respectively, of our net revenue. Average balances of interest-earning assets and interest-bearing liabilities are as follows (in thousands):



|                                          |  |                    |           |                   |   |          
|----------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                          |  | Three Months Ended
|                                          |  | September 24,2004  |           | September 26,2003
|Average interest-earning assets:          |  |                    |           |                   |   |          
|Customer margin balances                  |  | $                  | 367,000   |                   | $ | 279,000  
|Assets segregated for regulatory purposes |  |                    | 379,000   |                   |   | 485,000  
|Stock borrowed                            |  |                    | 2,845,000 |                   |   | 2,770,000
|Average interest-bearing liabilities:     |  |                    |           |                   |   |          
|Customer funds on deposit                 |  |                    | 607,000   |                   |   | 617,000  
|Stock loaned                              |  |                    | 2,745,000 |                   |   | 2,689,000



Net interest revenue from customer
margin balances increased 29% for the three months ended September 24, 2004 over the first quarter of fiscal 2004 due primarily to the increase in average margin balances of $88 million. The increase in net interest revenue generated from
securities lending activities for the quarter of 3% is due to increases in the average balances of $75 million for stock borrowed and $56 million for stock loaned. The type of securities borrowed or loaned and the interest rate environment influence
the spread earned in this business.



Banking Group: Net
interest revenue generated by the Bank accounted for approximately 13% and 17% of net revenue in the three-month periods ended September 24, 2004 and September 26, 2003, respectively. At the Bank, changes in net interest revenue are
generally attributable to the timing of loan payoffs and volume. Changes in net interest revenue are also a result of average balance changes and changes in the overall interest rate environment.



The following table sets forth an analysis of the Banks net interest income by each
major category of interest-earning assets and interest-bearing liabilities for the three-month periods ended September 30, 2004 and September 30, 2003 (dollars in thousands):



|                            |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|--------------------------- |  | ------------------ | ------- | ---------------------- | ------------------ | ---------- |  | ---- | -------------- |  | ---------------------- | ------- | ---------- | - | ------ |  | ---- | -
|                            |  | Three Months Ended |        
|                            |  | September 30, 2004 |         |                        | September 30, 2003 |           
|                            |  | AverageBalance     |         | InterestIncome/Expense |                    | Yield/Rate |  |      | AverageBalance |  | InterestIncome/Expense |         | Yield/Rate |  
|Assets:                     |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|Interest-earning assets:    |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|Real estate  mortgage      |  | $                  | 144,210 |                        | $                  | 2,155      |  | 5.9  | %              |  | $                      | 218,116 |            | $ | 3,342  |  | 6.1  | %
|Real estate  construction  |  |                    | 111,847 |                        |                    | 1,856      |  | 6.6  |                |  |                        | 93,982  |            |   | 1,529  |  | 6.5  |  
|Commercial                  |  |                    | 186,500 |                        |                    | 3,418      |  | 7.3  |                |  |                        | 162,015 |            |   | 2,882  |  | 7.1  |  
|Individual                  |  |                    | 71,159  |                        |                    | 3,571      |  | 19.9 |                |  |                        | 45,523  |            |   | 3,439  |  | 30.0 |  
|Land                        |  |                    | 48,988  |                        |                    | 867        |  | 7.0  |                |  |                        | 40,068  |            |   | 583    |  | 5.8  |  
|Investments                 |  |                    | 44,635  |                        |                    | 143        |  | 1.3  |                |  |                        | 92,286  |            |   | 239    |  | 1.0  |  
|                            |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|                            |  |                    | 607,339 |                        | $                  | 12,010     |  | 7.9  | %              |  |                        | 651,990 |            | $ | 12,014 |  | 7.3  | %
|Noninterest-earning assets: |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|Cash and due from banks     |  |                    | 7,923   |                        |                    |            |  |      |                |  |                        | 46,174  |            |   |        |  |      |  
|Other assets                |  |                    | 12,111  |                        |                    |            |  |      |                |  |                        | 11,944  |            |   |        |  |      |  
|                            |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  
|                            |  | $                  | 627,373 |                        |                    |            |  |      |                |  | $                      | 710,108 |            |   |        |  |      |  
|                            |  |                    |         |                        |                    |            |  |      |                |  |                        |         |            |   |        |  |      |  



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|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|------------------------------------- |  | ------------------ | ------- | ---------------------- | ------------------ | ---------- |  | --- | -------------- |  | ---------------------- | ------- | ---------- | - | ----- |  | --- | -
|                                      |  | Three Months Ended |        
|                                      |  | September 30, 2004 |         |                        | September 30, 2003 |           
|                                      |  | AverageBalance     |         | InterestIncome/Expense |                    | Yield/Rate |  |     | AverageBalance |  | InterestIncome/Expense |         | Yield/Rate |  
|Liabilities and Stockholders Equity: |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|Interest-bearing liabilities:         |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|Certificates of deposit               |  | $                  | 110,519 |                        | $                  | 870        |  | 3.1 | %              |  | $                      | 205,559 |            | $ | 1,470 |  | 2.8 | %
|Money market accounts                 |  |                    | 16,940  |                        |                    | 33         |  | 0.8 |                |  |                        | 17,686  |            |   | 37    |  | 0.8 |  
|Interest-bearing demand accounts      |  |                    | 54,129  |                        |                    | 77         |  | 0.6 |                |  |                        | 361,548 |            |   | 414   |  | 0.5 |  
|Savings accounts                      |  |                    | 295,031 |                        |                    | 518        |  | 0.7 |                |  |                        | 1,292   |            |   | 2     |  | 0.6 |  
|Federal Home Loan Bank advances       |  |                    | 35,843  |                        |                    | 385        |  | 4.3 |                |  |                        | 28,193  |            |   | 251   |  | 3.5 |  
|Notes payable                         |  |                    | 22,250  |                        |                    | 333        |  | 5.9 |                |  |                        | 4,783   |            |   | 83    |  | 6.9 |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|                                      |  |                    | 534,712 |                        |                    | 2,216      |  | 1.6 | %              |  |                        | 619,061 |            |   | 2,257 |  | 1.5 | %
|Noninterest-bearing liabilities:      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|Non interest-bearing demand accounts  |  |                    | 26,425  |                        |                    |            |  |     |                |  |                        | 25,768  |            |   |       |  |     |  
|Other liabilities                     |  |                    | 5,812   |                        |                    |            |  |     |                |  |                        | 11,017  |            |   |       |  |     |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|                                      |  |                    | 566,949 |                        |                    |            |  |     |                |  |                        | 655,846 |            |   |       |  |     |  
|Stockholders equity                  |  |                    | 60,424  |                        |                    |            |  |     |                |  |                        | 54,262  |            |   |       |  |     |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|                                      |  | $                  | 627,373 |                        |                    |            |  |     |                |  | $                      | 710,108 |            |   |       |  |     |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|Net interest income                   |  |                    |         |                        | $                  | 9,794      |  |     |                |  |                        |         |            | $ | 9,757 |  |     |  
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  
|Net yield on interest-earning assets  |  |                    |         |                        |                    |            |  | 6.4 | %              |  |                        |         |            |   |       |  | 5.9 | %
|                                      |  |                    |         |                        |                    |            |  |     |                |  |                        |         |            |   |       |  |     |  



Interest rate trends, changes in the
economy and the scheduled maturities and interest rate sensitivity of the loan portfolios and deposits affect the spreads earned by the Bank.



The following table sets forth a summary of the changes in the Banks interest earned and interest paid resulting from changes in volume and rate (in thousands):



|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|-------------------------------- |  | -------------------------------------------------------------------- | ------ | - | ------------- | ---- | ------ | - | --- | - | ------ | - |  | - | ---- | -
|                                 |  | Three months ended September 30, 2004 compared to September 30, 2003 |       
|                                 |  | TotalChange                                                          |        |   | Attributed to |     
|                                 |  |                                                                      | Volume |   |               | Rate |        |   | Mix |  
|Interest income:                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|Real estate - mortgage           |  | $                                                                    | (1,187 | ) |               | $    | (1,132 | ) |     | $ | (83    | ) |  | $ | 28   |  
|Real estate - construction       |  |                                                                      | 327    |   |               |      | 291    |   |     |   | 30     |   |  |   | 6    |  
|Commercial                       |  |                                                                      | 536    |   |               |      | 436    |   |     |   | 87     |   |  |   | 13   |  
|Individual                       |  |                                                                      | 132    |   |               |      | 1,936  |   |     |   | (1,154 | ) |  |   | (650 | )
|Land                             |  |                                                                      | 284    |   |               |      | 129    |   |     |   | 127    |   |  |   | 28   |  
|Investments                      |  |                                                                      | (96    | ) |               |      | (127   | ) |     |   | 61     |   |  |   | (30  | )
|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|                                 |  | $                                                                    | (4     | ) |               | $    | 1,533  |   |     | $ | (932   | ) |  | $ | (605 | )
|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|Interest expense:                |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|Certificates of deposit          |  | $                                                                    | (600   | ) |               | $    | (680   | ) |     | $ | 149    |   |  | $ | (69  | )
|Money market accounts            |  |                                                                      | (4     | ) |               |      | (2     | ) |     |   | (2     | ) |  |   |     |  
|Interest-bearing demand accounts |  |                                                                      | (337   | ) |               |      | (352   | ) |     |   | 101    |   |  |   | (86  | )
|Savings accounts                 |  |                                                                      | 516    |   |               |      | 424    |   |     |   |       |   |  |   | 92   |  
|Federal Home Loan Bank advances  |  |                                                                      | 134    |   |               |      | 188    |   |     |   | (14    | ) |  |   | (40  | )
|Notes payable                    |  |                                                                      | 250    |   |               |      | 304    |   |     |   | (12    | ) |  |   | (42  | )
|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|                                 |  |                                                                      | (41    | ) |               |      | (118   | ) |     |   | 222    |   |  |   | (145 | )
|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  
|Net interest income              |  | $                                                                    | 37     |   |               | $    | 1,651  |   |     | $ | (1,154 | ) |  | $ | (460 | )
|                                 |  |                                                                      |        |   |               |      |        |   |     |   |        |   |  |   |      |  



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Investment Banking, Advisory and Administrative Fees.Investment banking, advisory and
administrative fees include revenue generated by the Asset Management Group, as well as revenue derived from underwriting or distribution of corporate and municipal securities, unit trusts and money market and other mutual funds. The primary reason
for the increase for the first quarter of fiscal 2005 over the comparable quarter in the prior year is an increase in corporate finance fees of $308,000 and fixed income related fees of $239,000.



Average assets under management by the Asset Management Group were $672,000,000 and
$975,000,000 in the first quarters of fiscal 2005 and 2004, respectively.



Net Gains on Principal Transactions.The increase in net gains on principal transactions of $18.9 million for the three-months ended September 24, 2004 versus September 26, 2003 was due primarily to the $18.7 million
recognized upon the maturity of the DARTSSM, which represents the difference between the fair value of the Knight
stock upon acquisition and the Knight stock on the hedging date.



Other
Revenue. Other revenue decreased approximately $40,000 for the three-month period ended September 24, 2004 compared to the three-month period ended September 26, 2003. The decrease is due primarily to the $1.6 million decrease from
fees collected from customers for regulatory fee reimbursement. The decrease is off-set by increases in fees received from insurance products and miscellaneous bank fees.



Commissions and Other Employee Compensation.Commissions and other employee compensation is generally the most significant
expense on our Consolidated Statements of Income and Comprehensive Income. The commission portion is variable in nature based on the level of operating revenues, earnings and the number of registered representatives employed. Overall, commissions
and other employee compensation decreased $1.3 million for the quarter over the comparable period in fiscal 2004. A decrease of $0.8 million was due to commissions paid to revenue-producing employees generating lower levels of commissions revenue.
We also experienced a decrease of $0.8 million in incentive compensation due to reduced business line profitability. These decreases were offset by a $0.3 million increase in salaries.



Occupancy, Equipment and Computer Services.The decrease in the three-month period ended September 24, 2004 from the
comparable period in the prior year period is primarily due to a decrease in equipment rental costs. After the completion of the conversion of our brokerage operating system, we had reduced need for technology equipment. Additionally, as existing
technology leases expired, we began purchasing equipment rather than leasing, which reduced the overall cost of ownership to us. This decrease was offset by an increase in depreciation expense for the equipment purchased.



Other Expense.The decrease in other expense for the first quarter of
fiscal 2005 was $4.3 million compared to the first quarter of last year. The decrease is made up of a $600,000 decrease in the Banks provision for loan losses, as credit quality of loans improved. Additionally, legal fees decreased $578,000
while other taxes decreased $905,000. We finalized a state gross receipts tax refund claim of approximately $200,000 and released related accruals. A decrease of $1.6 million was also noted in the fees paid to regulators. Finally, we had a decrease
of $582,000 in other expenses related to the resolution of items from purchases of Southwest Clearing, which was dissolved in July 2004.



FINANCIAL CONDITION



Loans and Allowance for Probable Loan Losses. The Bank grants loans to customers primarily within the Dallas-Fort Worth, Texas metropolitan area. The Bank also purchases loans, in the ordinary course of
business, which have been originated in various other areas of the United States.



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Although the Bank has a diversified loan portfolio, a substantial portion of its debtors ability to honor their contracts is dependent upon the general
economic conditions of the Dallas-Fort Worth area. Substantially all of the Banks loans are collateralized with real estate.



The allowance for probable loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Managements periodic evaluation of the
adequacy of the allowance is based on the Banks past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the estimated value of any underlying collateral,
and current economic conditions.



Loans receivable at September 30, 2004
and June 30, 2004 are summarized as follows (in thousands):



|                           |  |                   |         |              |   |        
|-------------------------- |  | ----------------- | ------- | ------------ | - | -------
|                           |  | September 30,2004 |         | June 30,2004
|Real estate  mortgage     |  | $                 | 153,052 |              | $ | 135,307
|Real estate  construction |  |                   | 139,736 |              |   | 140,330
|Commercial                 |  |                   | 158,102 |              |   | 155,290
|Individuals                |  |                   | 72,029  |              |   | 69,133 
|Land                       |  |                   | 50,536  |              |   | 41,980 
|                           |  |                   |         |              |   |        
|                           |  | $                 | 573,455 |              | $ | 542,040
|                           |  |                   |         |              |   |        



The following table shows the expected
life of certain loans at September 30, 2004, and segregates those loans with fixed interest rates from those with floating or adjustable rates (in thousands):



|                                      |  |               |         |          |   |             |  |       |        |  |   |        
|------------------------------------- |  | ------------- | ------- | -------- | - | ----------- |  | ----- | ------ |  | - | -------
|                                      |  | 1 yearor less |         | 1-5years |   | Over 5years |  | Total
|Real estate  construction            |  | $             | 110,446 |          | $ | 17,913      |  | $     | 11,377 |  | $ | 139,736
|Commercial                            |  |               | 24,679  |          |   | 60,589      |  |       | 72,834 |  |   | 158,102
|                                      |  |               |         |          |   |             |  |       |        |  |   |        
|Total                                 |  | $             | 135,125 |          | $ | 78,502      |  | $     | 84,211 |  | $ | 297,838
|                                      |  |               |         |          |   |             |  |       |        |  |   |        
|Amount of loans based upon:           |  |               |         |          |   |             |  |       |        |  |   |        
|Floating or adjustable interest rates |  | $             | 132,185 |          | $ | 64,667      |  | $     | 64,820 |  | $ | 261,672
|Fixed interest rates                  |  |               | 2,940   |          |   | 13,835      |  |       | 19,391 |  |   | 36,166 
|                                      |  |               |         |          |   |             |  |       |        |  |   |        
|Total                                 |  | $             | 135,125 |          | $ | 78,502      |  | $     | 84,211 |  | $ | 297,838
|                                      |  |               |         |          |   |             |  |       |        |  |   |        



Loans may be classified as
non-performing when they are 90 days or more past due as to principal or interest or when reasonable doubt exists as to timely collectibility. A standardized review process exists to determine which loans should be placed on non-accrual status. At
the time a loan is placed on non-accrual status, previously accrued and uncollected interest is reversed against interest income. Interest income on non-accrual loans is credited to income on a cash basis. Non-performing assets as of
September 30, 2004 and June 30, 2004 are as follows (dollars in thousands):



|                                                          |  |                   |       |   |              |   |       |  
|--------------------------------------------------------- |  | ----------------- | ----- | - | ------------ | - | ----- | -
|                                                          |  | September 30,2004 |       |   | June 30,2004 |  
|Loans accounted for on a non-accrual basis                |  | $                 | 5,367 |   |              | $ | 4,646 |  
|                                                          |  |                   |       |   |              |   |       |  
|Non-performing loans as a percentage of total gross loans |  |                   | 1.07  | % |              |   | 0.96  | %
|                                                          |  |                   |       |   |              |   |       |  
|Loans past due 90 days or more, not included above        |  | $                 | 823   |   |              | $ | 599   |  
|                                                          |  |                   |       |   |              |   |       |  
|Troubled debt restructurings                              |  | $                 | 1,872 |   |              | $ | 2,280 |  
|                                                          |  |                   |       |   |              |   |       |  



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An analysis of the allowance for probable loan losses for the three-month periods ended September 30, 2004 and
September 30, 2003 is as follows (dollars in thousands):



|                                                                                          |  |                    |       |   |                   |   |       |  
|----------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | -
|                                                                                          |  | Three Months Ended |      
|                                                                                          |  | September 30,2004  |       |   | September 30,2003 |  
|Balance at beginning of period                                                            |  | $                  | 4,643 |   |                   | $ | 4,421 |  
|Charge-offs  individual                                                                  |  |                    | (688  | ) |                   |   | (763  | )
|Charge-offs  commercial, financial and agricultural                                      |  |                    |      |   |                   |   | (9    | )
|Recoveries  individual                                                                   |  |                    | 26    |   |                   |   | 31    |  
|                                                                                          |  |                    |       |   |                   |   |       |  
|Net charge-offs                                                                           |  |                    | (662  | ) |                   |   | (741  | )
|Additions charged to operations                                                           |  |                    | 646   |   |                   |   | 1,041 |  
|                                                                                          |  |                    |       |   |                   |   |       |  
|Balance at end of period                                                                  |  | $                  | 4,627 |   |                   | $ | 4,721 |  
|                                                                                          |  |                    |       |   |                   |   |       |  
|Ratio of net charge-offs during the period to average loans outstanding during the period |  |                    | 0.10  | % |                   |   | 0.14  | %
|                                                                                          |  |                    |       |   |                   |   |       |  



The allowance for probable loan losses
is applicable to the following types of loans as of September 30, 2004 and June 30, 2004 (dollars in thousands):



|                              |  |                    |       |                              |               |   |        |   |                              |  |       |  
|----------------------------- |  | ------------------ | ----- | ---------------------------- | ------------- | - | ------ | - | ---------------------------- |  | ----- | -
|                              |  | September 30, 2004 |       |                              | June 30, 2004 |  
|                              |  | Amount             |       | Percentof loansto totalloans |               |   | Amount |   | Percentof loansto totalloans | 
|Commercial                    |  | $                  | 1,470 |                              | 27.6          | % |        | $ | 1,473                        |  | 28.7  | %
|Real estate  construction    |  |                    | 834   |                              | 24.3          |   |        |   | 799                          |  | 25.8  |  
|Real estate  mortgage & land |  |                    | 1,316 |                              | 35.5          |   |        |   | 1,347                        |  | 32.7  |  
|Individuals                   |  |                    | 1,007 |                              | 12.6          |   |        |   | 1,024                        |  | 12.8  |  
|                              |  |                    |       |                              |               |   |        |   |                              |  |       |  
|                              |  | $                  | 4,627 |                              | 100.0         | % |        | $ | 4,643                        |  | 100.0 | %
|                              |  |                    |       |                              |               |   |        |   |                              |  |       |  



Deposits.Average
deposits and the average interest rate paid on the deposits for the three-month periods ended September 30, 2004 and September 30, 2003 can be found in this Report under the caption -Results of Operations-Net Interest Income-Banking
Group.



Certificates of deposit of $100,000 or greater were $30,227,000
and $30,425,000 at September 30, 2004 and June 30, 2004, respectively. The Bank funds its loans through short-term borrowings at the Federal Home Loan Bank (FHLB), internally generated deposits, brokered certificates of deposit
and funds on deposit in an FDIC insured interest bearing checking account from Southwest Securities brokerage customers. The Bank has in excess of $300 million ($336 million at September 24, 2004) in funds on deposit from customers of
Southwest Securities. This funding source has reduced the Banks reliance on short-term borrowings from the FHLB.



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Advances from Federal Home Loan Bank.The Bank finances some of its short-term borrowing needs through
advances from the FHLB. The following table represents advances from the FHLB which were due within one year, generally 2-7 days, during the three-month periods ended September 30, 2004 and September 30, 2003 (dollars in thousands):



|                                        |  |                    |       |              |                    |   |        |   |              |  |     |  
|--------------------------------------- |  | ------------------ | ----- | ------------ | ------------------ | - | ------ | - | ------------ |  | --- | -
|                                        |  | Three Months Ended |      
|                                        |  | September 30, 2004 |       |              | September 30, 2003 |  
|                                        |  | Amount             |       | InterestRate |                    |   | Amount |   | InterestRate | 
|At end of period                        |  | $                  | 2,298 |              | 6.9                | % |        | $ |             |  |    | %
|Average during period                   |  |                    | 1,687 |              | 6.8                | % |        |   | 10,437       |  | 1.3 | %
|Maximum month-end balance during period |  |                    | 3,500 |              |                   |   |        |   | 36,875       |  |    |  



LIQUIDITY AND CAPITAL RESOURCES



Brokerage Group



Our assets are highly liquid in nature and consist mainly of cash or assets readily
convertible into cash. Our equity capital, short-term bank borrowings, interest bearing and non-interest bearing client credit balances, correspondent deposits and other payables finance these assets. We maintain an allowance for doubtful accounts
which represents amounts, in the judgment of management, that are necessary to adequately absorb losses from known and inherent risks in receivables from clients, clients of correspondents and correspondents. The highly liquid nature of our assets
provides us with flexibility in financing and managing our anticipated operating needs.



Short-Term Borrowings.We have credit arrangements with commercial banks, which include broker loan lines up to $275,000,000. These lines of credit are used primarily to finance securities owned, securities held
for correspondent broker/dealer accounts and receivables in customers margin accounts. These credit arrangements are provided on an as offered basis and are not committed lines of credit. Outstanding balances under these credit
arrangements are due on demand, bear interest at rates indexed to the federal funds rate and are collateralized by securities of Southwest Securities and its clients. At September 24, 2004, the amount outstanding under these secured
arrangements was $16,800,000, which was collateralized by securities held for firm accounts valued at $70,885,000.



We also have an irrevocable letter of credit agreement (aggregating $45,000,000 at September 24, 2004) pledged to support our open options positions with an options
clearing organization. The letter of credit bears interest at the brokers call rate, if drawn, and is renewable semi-annually. This letter of credit is fully collateralized by marketable securities held in client and non-client margin accounts
with a value of $59,117,000 at September 24, 2004. We also have unsecured letters of credit, aggregating $2,250,000 at September 24, 2004, pledged to support our open positions with securities clearing organizations. The unsecured letters
of credit bear a 1% commitment fee and are renewable semi-annually. At September 24, 2004, we had an additional unsecured letter of credit issued for a sub-lease to the sub-lessee of space previously occupied by Mydiscountbroker.com, Inc. in
the amount of $857,000. This letter of credit bears a 1% commitment fee and is renewable annually.



In addition to the broker loan lines, we also have a $20,000,000 unsecured line of credit that is due on demand and bears interest at rates indexed to the federal funds rate. The total amount of borrowings available
under this line of credit is reduced by the amount outstanding under the unsecured letters of credit at the time of borrowing. At September 24, 2004, the total amount available for borrowings was $16,893,000. There were no amounts outstanding
at September 24, 2004.



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In the opinion of management, these credit arrangements are adequate to meet our operating capital needs of the Brokerage
Group for the foreseeable future.



Off-Balance Sheet
Arrangements.Off-balance sheet arrangements, as defined by the SEC, include certain transactions, agreements or other contractual arrangements pursuant to which a company has any obligation under certain guarantee contracts, certain
retained or contingent interests in assets transferred to an unconsolidated entity, any obligation under certain derivative investments, or any obligation under a material variable interest in an unconsolidated entity that provides financing,
liquidity, market risk or credit risk support or engages in leasing, hedging or research and development services with us. We generally do not enter into off-balance sheet arrangements, other than those described in the Contractual Obligations and
Contingent Payments section of our annual report on Form 10-K for the fiscal year ended June 25, 2004. In addition, our broker/dealer subsidiaries and the Bank enter into transactions in the normal course of business that expose us to
off-balance sheet risk. See Note 23 of the Notes to Consolidated Financial Statements contained in our annual report on Form 10-K for the fiscal year ended June 25, 2004.



Net Capital Requirements.Our broker/dealer subsidiaries are subject to the requirements of the SEC relating to
liquidity, capital standards and the use of client funds and securities. The amount of broker/dealer subsidiaries net assets that may be distributed is subject to restrictions under applicable net capital rules. Historically, we have operated
in excess of the minimum net capital requirements. See -Net Capital Requirements in the Notes to the Consolidated Financial Statements contained in this Report.



Banking Group



The Banks asset and liability management policy is intended to manage interest rate risk. The Bank accomplishes this through management of the repricing of its
interest-earning assets and its interest-bearing liabilities. Overall interest rate risk is monitored through reports showing both sensitivity ratios, a simulation model and existing gap data.



Liquidity is monitored daily to ensure the Banks ability to support asset growth, meet
deposit withdrawals, maintain reserve requirements and otherwise sustain operations. The Banks liquidity is maintained in the form of readily marketable loans, balances with the FHLB and vault cash. In addition, the Bank has borrowing capacity
with the FHLB for the purpose of borrowing the short-term funds should additional liquidity be needed. Current net available borrowing capacity at FHLB is $113.6 million. Management believes that the Banks present position is adequate to meet
its current and future liquidity needs.



The Bank is subject to capital
standards imposed by regulatory bodies, including the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The Bank has historically met all the capital adequacy requirements to which it is subject.



We created a new bank holding company in October 2003, SWS Banc Holdings, Inc, that could be
used to issue trust-preferred securities to facilitate additional capital at the Bank. There is no current plan for the Bank to issue securities.



Bank Borrowings.On February 3, 2004, FSB Financial, LTD. (FSB Financial) obtained a line of credit in the amount of $10 million.
FSB Financial has borrowed $10.0 million on this line as of September 30, 2004. The note related to this line of credit matures on February 1, 2006. Interest is paid on a monthly basis at a rate of prime plus 1%.



FSB Financial also has a line of credit with the Bank. The total credit line is $42 million
of which FSB Financial has drawn $36 million as of September 30, 2004. $7 million is provided by participations from third parties. The loan bears interest at prime plus 1.5% and matures March 22, 2005.



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On November 7, 2003, FSB Financial borrowed $5 million, in the form of an unsecured note, from CN 2003 Partners, a
partnership. $5 million is outstanding at September 30, 2004. A member of our management has an interest in an entity that is one of the partners in CN 2003 Partners. The note matures on May 7, 2005. Interest is paid on a monthly basis at
a floating rate of prime plus 2%. The applicable annual interest rate will not be more than 18%.



Cash Flow



Net cash used in operating
activities was $52,193,000 for the three months ended September 24, 2004 compared to net cash provided by operating activities of $38,260,000 for the three months ended September 26, 2003. The primary reason for the use of cash was
increased investment in securities owned of $52,000,000.



Net cash used in
investing activities for the three-month period ended September 24, 2004 was $15,485,000 compared to cash provided by investing activities of $ 45,000 for the three-month period ended September 26, 2003. The change from the prior
comparable period was due primarily to increased mortgage funding.



Net cash
flows provided by financing activities totaled $12,533,000 for the three-month period ended September 24, 2004 compared to $120,679,000 for the three-month period ended September 26, 2003. The primary difference was the decrease in
deposits at the Bank, reduced reliance on borrowings by the Bank from the FHLB due to cash inflows from Southwest Securities customers and decrease in the amount of short-term borrowings needed in fiscal 2005 compared to fiscal 2004.



We expect that cash flows provided by operating activities as well as
short-term borrowings will be the primary source of working capital for fiscal 2005.



We restated our cash flow presentation for the three months ended September 26, 2003. See -Restatement of Cash Flow Statement in the Notes to our Consolidated Financial Statements contained in this Report.



Treasury Stock



Periodically, we repurchase our common stock under a plan approved by our Board of Directors. Currently, we have authorization, which will
expire in December 31, 2005, to repurchase 500,000 shares. No shares have been repurchased since February 2003.



Additionally, the trustee under our deferred compensation plan periodically purchases stock in the open market in accordance with the terms of the plan. This stock is
classified as treasury stock in our consolidated financial statements, but participates in future dividends declared by us. The plan purchased 8,768 shares in the three-month period ended September 24, 2004 at an average cost of $14.26 per
share. 544 shares were sold or withdrawn from the plan and 1,442 shares were removed from treasury for future withdrawals for terminated employees. See Part II. Other Information-Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.



RISK MANAGEMENT



We manage risk exposure through the involvement of various levels of management. Position
limits in trading and inventory accounts are well established and monitored on an ongoing basis. Current and proposed underwriting, banking and other commitments are subject to due diligence reviews by senior management, as well as professionals in
the appropriate business and support units involved. The Bank seeks to reduce the risk of significant adverse effects of market rate fluctuations by minimizing the difference between rate-sensitive assets and liabilities, referred to as
gap, by maintaining an interest rate sensitivity position within a particular timeframe. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral. We monitor our
exposure to counter-party risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits. We have established various risk management committees that are responsible for reviewing and
managing



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risk related to interest rates, trading positions, margin and other credit risk and risks from capital market transactions.



Credit Risk



Brokerage Group. Credit risk arises from the potential nonperformance by counter parties, customers or debt security issuers.
We are exposed to credit risk as a trading counter party and as a stock loan counter party to dealers and customers, as a holder of securities and as a member of exchanges and clearing organizations. Credit exposure is also associated with customer
margin accounts, which are monitored daily. We monitor exposure to individual securities and perform sensitivity analysis on a regular basis in connection with our margin lending activities. We adjust our margin requirements if we believe our risk
exposure is not appropriate based on market conditions.



Banking
Group. Credit risk is the possibility that a borrower or counter party will fail to meet its obligations in accordance with agreed terms. Therefore credit risk is inherent in all types of lending provided by the Bank. The Bank has developed
and implemented extensive policies and procedures to provide a robust process for proactively managing credit risk. These policies and procedures include underwriting guidelines, credit and collateral tracking and detailed loan approval procedures
which include officer and director loan committees. The Bank also maintains a detailed loan review process to monitor the quality of the loan portfolio. The Bank grants loans to customers primarily within the Dallas / Fort Worth metropolitan area.
Also, the Bank purchases loans, which have been originated in other areas of the United States. Although the Bank has a diversified loan portfolio a substantial portion of its debtors ability to honor their contracts is dependent upon the
general economic conditions of the area. Policies and procedures, which are in place to manage credit risk, are designed to be responsive to changes in these economic conditions.



At FSB Financial, the valuation of residual non-prime auto loans involves both credit risk and collateral value risk. Non-prime loans
involve higher loss risk due to the lower credit quality of the borrower. Creditors mitigate this risk in pricing the loan at origination; generally, the interest rate is higher to compensate for the higher credit risk. FSB Financial further
mitigates credit risk by purchasing bulk loans at a discount to increase the overall yield which compensates for inherent losses in the purchased portfolios. We also purchase seasoned loans, which reduce credit losses due to early defaults, or seek
indemnifications from the seller for early defaults. Collateral value risk is addressed by adhering to established criteria regarding vehicle age, loan-to-value ratio and vehicle mileage limitations. In addition, we will not purchase a loan if the
borrower has not provided proof of insurance on the collateral vehicle.



Operational Risk



Operational risk refers generally to risk of
loss resulting from our operations, including but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our operating systems, and inadequacies or breaches in our control processes. We operate in diverse
markets and are reliant on the ability of our employees and systems to process large numbers of transactions. In order to mitigate and control operational risk, we have developed and continue to enhance specific policies and procedures that are
designed to identify and manage operational risk at appropriate levels. We also use periodic self-assessments and internal audit examinations as further reviews of the effectiveness of our controls and procedures in mitigating our operational risk.



Legal Risk



Legal risk includes the risk of non-compliance with applicable legal and regulatory
requirements. We are subject to extensive regulation in the different jurisdictions in which we conduct business. We have established procedures based on legal and regulatory requirements that are designed to ensure compliance with all applicable
statutory and regulatory requirements. We also have established procedures that are designed to ensure that executive managements policies relating to conduct,



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ethics and business practices are followed. In connection with our business, we have various procedures addressing significant issues such as regulatory
capital requirements, sales and trading practices, new products, use and safekeeping of customer funds and securities, granting credit, collection activities, money laundering, privacy and record keeping.



Market Risk



Market risk generally represents the risk of loss that may result from the potential change in value of a financial instrument as a result
of fluctuations in interest rates, equity prices, and changes in credit ratings of the issuer. Our exposure to market risk is directly related to our role as a financial intermediary in customer-related transactions and to our proprietary trading
activities.



Interest Rate Risk/Brokerage Group. Interest
rate risk is a consequence of maintaining inventory positions and trading in interest-rate-sensitive financial instruments. Our fixed income activities also expose us to the risk of loss related to changes in credit spreads. Credit spread risk
arises from the potential that changes in an issuers credit rating or credit perception could affect the value of financial instruments.



Banking Group. Our primary emphasis in interest rate risk management for the Bank is the matching of assets and liabilities of similar cash flow and re-pricing
time frames. This matching of assets and liabilities reduces exposure to rate movements and aids in stabilizing positive interest spreads. We strive to structure our balance sheet as a natural hedge by matching floating rate assets with variable
short term funding and by matching fixed rate liabilities with similar longer term fixed rate assets. The Bank has established percentage change limits in both interest margin and net portfolio value. To verify that the Bank is within the
limits established for interest margin, the Bank prepares an analysis of net interest margin based on various shifts in interest rates. To verify that the Bank is within the limits established for net portfolio value, the Bank analyzes data
prepared by the Office of Thrift and Supervision (OTS) for interest rate sensitivity of the Banks net portfolio. These analyses are conducted on a monthly basis for the Banks Board of Directors.



The following table illustrates the estimated change in net interest margin based on shifts
in interest rates of positive 300 basis points and negative 100 basis points:



|                                      |  |                                        
|------------------------------------- |  | ---------------------------------------
|Hypothetical Change in Interest Rates |  | Projected Change in Net Interest Margin
|+300                                  |  | 3.96%                                  
|+200                                  |  | 2.66%                                  
|+100                                  |  | 1.34%                                  
|0                                     |  | 0%                                     
|-100                                  |  | -1.99%                                 



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The following GAP Analysis table indicates the Banks interest rate sensitivity position at September 30, 2004:



|                                   |  |                         |         |             |   |        |           |  |          |        |  |   |       
|---------------------------------- |  | ----------------------- | ------- | ----------- | - | ------ | --------- |  | -------- | ------ |  | - | ------
|                                   |  | Repricing Opportunities
|(in thousands)                     |  | 0-6 months              |         | 7-12 months |   |        | 1-3 years |  | 3+ years
|Earning Assets:                    |  |                         |         |             |   |        |           |  |          |        |  |   |       
|Loans                              |  | $                       | 461,757 |             | $ | 35,497 |           |  | $        | 51,403 |  | $ | 29,425
|Securities and FHLB Stock          |  |                         | 2,611   |             |   |       |           |  |          |       |  |   | 269   
|Interest Bearing Deposits          |  |                         | 18,599  |             |   |       |           |  |          |       |  |   |      
|                                   |  |                         |         |             |   |        |           |  |          |        |  |   |       
|Total Earning Assets               |  |                         | 482,967 |             |   | 35,497 |           |  |          | 51,403 |  |   | 29,694
|                                   |  |                         |         |             |   |        |           |  |          |        |  |   |       
|Interest Bearing Liabilities:      |  |                         |         |             |   |        |           |  |          |        |  |   |       
|Transaction Accounts and Savings   |  |                         | 360,491 |             |   |       |           |  |          |       |  |   |      
|Certificates of Deposit            |  |                         | 32,255  |             |   | 44,545 |           |  |          | 24,042 |  |   | 8,042 
|Borrowings                         |  |                         | 24,548  |             |   | 647    |           |  |          | 11,334 |  |   | 20,402
|                                   |  |                         |         |             |   |        |           |  |          |        |  |   |       
|Total Interest Bearing Liabilities |  |                         | 417,294 |             |   | 45,192 |           |  |          | 35,376 |  |   | 28,444
|                                   |  |                         |         |             |   |        |           |  |          |        |  |   |       
|GAP                                |  |                         | 65,673  |             |   | (9,695 | )         |  |          | 16,027 |  |   | 1,250 
|Cumulative GAP                     |  |                         | 65,673  |             |   | 55,978 |           |  |          | 72,005 |  |   | 73,255



Equity Price Risk. We
are exposed to equity price risk as a result of making markets and taking proprietary positions in equity securities. Equity price risk results from changes in the level or volatility of equity prices, which affect the value of equity securities or
instruments that derive their value from a particular stock, a basket of stocks or a stock index.



The following table categorizes securities owned, net of securities sold, not yet purchased, which are in our trading portfolio, as well as marketable equity securities in our available-for-sale portfolio, which are
subject to interest rate and equity price risk (dollars in thousands):



|                                                  |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|------------------------------------------------- |  | ----------------- | ------ | - | ------ | - | ------ | ------- |  | - | ------- | - |  | ----- | ------ | - |  | - | ------ | -
|                                                  |  | Years to Maturity |       
|                                                  |  | 1 or less         |        |   | 1 to 5 |   |        | 5 to 10 |  |   | Over 10 |   |  | Total |       
|Trading securities, at fair value                 |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|Municipal obligations                             |  | $                 | 39     |   |        | $ | 1,464  |         |  | $ | 5,861   |   |  | $     | 12,356 |   |  | $ | 19,720 |  
|U.S. Government and Government agency obligations |  |                   | 3,436  |   |        |   | 14,788 |         |  |   | 7,086   |   |  |       | 1,359  |   |  |   | 26,669 |  
|Corporate obligations                             |  |                   | (1,860 | ) |        |   | 6,945  |         |  |   | 2,082   |   |  |       | 9,360  |   |  |   | 16,527 |  
|                                                  |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|Total debt securities                             |  |                   | 1,615  |   |        |   | 23,197 |         |  |   | 15,029  |   |  |       | 23,075 |   |  |   | 62,916 |  
|Corporate equity                                  |  |                   |       |   |        |   |       |         |  |   |        |   |  |       | 4,721  |   |  |   | 4,721  |  
|Other                                             |  |                   | 11,913 |   |        |   |       |         |  |   |        |   |  |       |       |   |  |   | 11,913 |  
|                                                  |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|                                                  |  | $                 | 13,528 |   |        | $ | 23,197 |         |  | $ | 15,029  |   |  | $     | 27,796 |   |  | $ | 79,550 |  
|                                                  |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|Weighted average yield                            |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|Municipal obligations                             |  |                   |       | % |        |   | 2.4    | %       |  |   | 1.6     | % |  |       | 3.3    | % |  |   | 2.5    | %
|U.S. Government and Government agency obligations |  |                   | 1.7    | % |        |   | 1.5    | %       |  |   | 3.2     | % |  |       | 4.9    | % |  |   | 2.0    | %
|Corporate obligations                             |  |                   | 1.3    | % |        |   | 3.6    | %       |  |   | 4.5     | % |  |       | 5.0    | % |  |   | 4.1    | %
|Available-for-sale securities, at fair value      |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  
|Marketable equity securities                      |  | $                 |       |   |        | $ |       |         |  | $ |        |   |  | $     | 3,205  |   |  | $ | 3,205  |  
|                                                  |  |                   |        |   |        |   |        |         |  |   |         |   |  |       |        |   |  |   |        |  



CRITICAL ACCOUNTING POLICIES AND
ESTIMATES



The preparation of financial statements in accordance with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results may differ from these estimates under different



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assumptions or conditions. Our accounting policies and methodology used in establishing estimates (primarily related to loan loss reserves and other
contingency estimates) have not changed materially from those policies presented in our June 24, 2005 Form 10-K.



FORWARD-LOOKING STATEMENTS



From time to time, we make statements (including some contained in this Report) that predict or forecast future events, depend on future events for their accuracy, or
otherwise contain forward-looking information.



These statements
may relate to anticipated changes in revenues or earnings per share, anticipated changes in our businesses or in anticipated expense levels, or in expectations regarding financial market conditions.



We caution readers that any forward-looking information we provide is not a guarantee of
future performance. Actual results may differ materially as a result of various factors, some of which are outside of our control.



Our business and future prospects may fluctuate due to numerous factors, such as:



| |  |  | the interest rate environment;
| | - |  | ------------------------------



| |  |  | the volume of trading in securities;
| | - |  | ------------------------------------



| |  |  | the volatility and general level of securities prices and interest rates;
| | - |  | -------------------------------------------------------------------------



| |  |  | the level of customer margin loan activity and the size of customer account balances;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the demand for housing in the North Texas area and the national market;
| | - |  | -----------------------------------------------------------------------



| |  |  | the credit-worthiness of our correspondents, counter parties in securities lending transactions and of our banking and margin customers;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the demand for investment banking services;
| | - |  | -------------------------------------------



| |  |  | general economic conditions and investor sentiment and confidence;
| | - |  | ------------------------------------------------------------------



| |  |  | competitive conditions in each of our business segments;
| | - |  | --------------------------------------------------------



| |  |  | changes in accounting, tax and regulatory compliance requirements; and
| | - |  | ----------------------------------------------------------------------



| |  |  | the ability to attract and retain key personnel.
| | - |  | ------------------------------------------------



Our future operating results also depend on our operating expenses, which are subject to fluctuation due to:



| |  |  | variations in the level of compensation expense incurred as a result of changes in the number of total employees, competitive factors, or other market variables;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | variations in expenses and capital costs, including depreciation, amortization and other non-cash charges incurred to maintain our infrastructure; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unanticipated costs which may be incurred from time to time in connection with litigation or other contingencies.
| | - |  | -----------------------------------------------------------------------------------------------------------------



Additionally, factors which may cause actual results to differ materially from our
forward-looking statements include those factors discussed in this Report in Managements Discussion and Analysis of Financial Condition and Results of Operations Overview, -Risk Management and -Critical
Accounting Policies and Estimates and those discussed in our other reports filed with and available from the SEC. All forward-looking statements we make speak only as of the date on which they are



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made, and we undertake no obligation to update them to reflect events or circumstances occurring after the date on which they were made or to reflect the
occurrence of unanticipated events.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



The information required by this item is incorporated in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations under the
caption -Risk Management.



|Item 4. | Controls and Procedures
|------- | -----------------------



The management of SWS, including the principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of September 24, 2004. Based on such evaluation, the principal executive officer and principal financial officer have concluded that, as of September 24,
2004, such disclosure controls and procedures were effective for the purpose of ensuring that material information required to be in the reports SWS submits, files, furnishes or otherwise provides to the SEC is made known to them by others on a
timely basis and is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. There have not been any changes in our internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f) of the Securities Exchange Act of 1934) during the three-month period ended September 24, 2004 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



In the course of filing our fiscal 2005 Form 10-K, management determined that an accounting
error existed in the application of SFAS 133 to our DARTSSMsecurities. This error resulted in the restatement of
our 2001, 2002, 2003 and 2004 annual consolidated financial statements and September 24, 2004 interim consolidated financial statements. The DARTSSMwere our only financial instrument subject to the provisions of SFAS 133, they matured on the fourth day of our 2005 fiscal year and no other transaction arose during the year or existed at the
assessment date related to the provisions of SFAS 133. Additionally, we have no expectation of entering into derivative transactions in the future. Consequently, management assessed the impact of this error on internal control over financial
reporting and determined that no material weakness in internal control over financial reporting existed at September 24, 2004.



PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



In the general course of our brokerage business and the business of clearing for other brokerage firms, SWS Group and/or our subsidiaries have been named as defendants in
various pending lawsuits and arbitration proceedings. These claims allege violation of federal and state securities laws. The Bank is also involved in certain claims and legal actions arising in the ordinary course of business. We believe that
resolution of these claims, other than as described below, will not result in any material adverse effect on our business, consolidated financial condition, results of operations or cash flows.



SEC/NYSE Mutual Fund Inquiry: Southwest Securities, the Companys largest
operating subsidiary, was the subject of investigations of improper mutual fund trading alleged to have occurred from October 2002 through September 2003. The inquiries, which were conducted by the SEC and the NYSE, questioned the adequacy of
Southwest Securities supervision of certain employees and the firms compliance with books and records and document production requirements. A former branch manager and two of the subsidiarys former officers, including its former
President, are expected to be fined and suspended from serving in a supervisory capacity.



While there have been lengthy settlement discussions, no final settlement has been reached. At September 24, 2004, a total of $10.0 million is reserved for this contingency.



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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



The following table provides information about purchases by SWS during the quarter ended September 24, 2004 of equity securities that are registered by SWS pursuant
to Section 12 of the Exchange Act:



|                   |  |                                       |  |                          |       |                                                                 |       |                                                             |         |    
|------------------ |  | ------------------------------------- |  | ------------------------ | ----- | --------------------------------------------------------------- | ----- | ----------------------------------------------------------- | ------- | ---
|                   |  | ISSUER PURCHASES OF EQUITY SECURITIES | 
|                   |  | TotalNumber ofSharesPurchased(1)      |  | AveragePricePaidperShare |       | TotalNumber ofSharesPurchasedas Part ofPubliclyAnnouncedPlan(1) |       | MaximumNumber ofSharesthat MayYet bePurchasedUnder thePlans |        
|6/26/04 to 7/30/04 |  | 1,332                                 |  | $                        | 14.74 |                                                                 | 1,332 |                                                             | 612,954 | (2)
|7/31/04 to 8/27/04 |  | 5,586                                 |  |                          | 13.81 |                                                                 | 5,586 |                                                             | 607,368 | (3)
|8/28/04 to 9/24/04 |  | 1,850                                 |  |                          | 15.28 |                                                                 | 1,850 |                                                             | 606,960 | (4)
|                   |  |                                       |  |                          |       |                                                                 |       |                                                             |         |    
|                   |  | 8,768                                 |  | $                        | 14.26 |                                                                 | 8,768 |                                                             |         |    
|                   |  |                                       |  |                          |       |                                                                 |       |                                                             |         |    



|(1) | Amounts represent shares purchased under our Amended and Restated Deferred Compensation Plan
(the Deferred Compensation Plan), established by SWS in July 1999. The Deferred Compensation Plan was established for eligible officers and employees to defer a portion of their bonus compensation and commissions. Contributions to the
Deferred Compensation Plan consist of employee pre-tax contributions and matching contributions by SWS up to a specified limit. Participants can invest in SWS common stock or a variety of mutual funds. If SWS common stock is elected, the
Deferred Compensation Plan trustee purchases the necessary shares in the open market. The SWS stock purchased is carried at cost and is held as treasury stock, with an offsetting deferred compensation liability in the equity section of our
consolidated statements of financial condition. No more than 200,000 shares of stock may be issued pursuant to the Deferred Compensation Plan and the Deferred Compensation Plan will terminate on June 30, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents 112,954 shares available for purchase under the Deferred Compensation Plan and
500,000 shares available for purchase under a stock repurchase program approved by our Board of Directors (the Stock Repurchase Program), pursuant to which SWS has authorization, which will expire on December 31, 2005, to repurchase
500,000 shares. No shares were repurchased under the Stock Repurchase Program in the quarter ended September 24, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Represents 107,368 shares available for purchase under the Deferred Compensation Plan and 500,000 shares available for purchase under the Stock Repurchase Program.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Represents 106,960 shares available for purchase under the Deferred Compensation Plan and 500,000 shares available for purchase under the Stock Repurchase Program.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------



None Reportable.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



None Reportable.



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##### Table of Contents

|Item 5. | Other Information
|------- | -----------------



None Reportable.



|Item 6. | Exhibits
|------- | --------



The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference.



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##### Table of Contents

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 thereunto duly authorized.



|                 |  |  |  |                                                                                                                 
|---------------- |  |  |  | ----------------------------------------------------------------------------------------------------------------
|                 |  |  |  | SWS Group, Inc.                                                                                                 
|                 |  |  |  | (Registrant)                                                                                                    
|                 |  | 
|November 1, 2005 |  |  |  | /s/    DONALD W.
HULTGREN                                                                                       
|Date             |  |  |  | (Signature) Donald W. Hultgren Chief Executive Officer and Duly Authorized Officer (Principal Executive Officer)
|                 |  | 
|November 1, 2005 |  |  |  | /s/    KENNETH R. HANKS                                                                                         
|Date             |  |  |  | (Signature) Kenneth R. Hanks Treasurer and Chief Financial Officer (Principal Financial Officer)                
|                 |  | 
|November 1, 2005 |  |  |  | /s/    STACY HODGES                                                                                             
|Date             |  |  |  | (Signature) Stacy Hodges Executive Vice President (Principal Accounting Officer)                                



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##### Table of Contents

SWS GROUP, INC. AND SUBSIDIARIES

INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                     
|2.1           |  | Agreement and Plan of Reorganization dated as of August 10, 1999 between the Registrant and ASBI Holdings, Inc. incorporated by reference to Exhibit 2.1 to the Registrants Annual Report
on Form 10-K filed September 23, 1999                
|              | 
|3.1           |  | Restated Certificate of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed September 8, 2004                                                                         
|              | 
|3.2           |  | Restated By-laws of the Registrant incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q filed November 2, 2004                                                                                            
|              | 
|10.1+         |  | Deferred Compensation Plan incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed September 23, 1999                                                                                                     
|              | 
|10.2+         |  | Employee Stock Purchase Plan incorporated by reference to Exhibit 10 to the Registrants Registration Statement on Form S-8, filed November 10, 1994 (Registration No.
33-86234)                                                                
|              | 
|10.3+         |  | Stock Option Plan incorporated by reference to Exhibit A to the Registrants Proxy Statement filed September 24, 1996                                                                                                                           
|              | 
|10.4+         |  | Phantom Stock Plan incorporated by reference to Exhibit B to the Registrants Proxy Statement filed September 24, 1996                                                                                                                          
|              | 
|10.5+         |  | 1997 Stock Option Plan incorporated by reference to Exhibit 10.5 to the Registrants Annual Report on Form 10-K filed September 24, 1998                                                                                                        
|              | 
|10.6+         |  | Stock Purchase Plan (Restated) incorporated by reference to Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q filed February 16, 1999                                                                                              
|              | 
|10.7+         |  | SWS Group, Inc. 2003 Restricted Stock Plan incorporated by reference to Appendix B to the Registrants Proxy Statement filed October 9, 2003                                                                                                    
|              | 
|10.8+         |  | SWS Group, Inc. Amended and Restated Deferred Compensation Plan--Effective July 1, 1999 incorporated by reference to Exhibit C to the Registrants Proxy Statement filed October 9,
2003                                                        
|              | 
|10.9+         |  | Form of Southwest Securities Group, Inc. Non-Qualified Option Agreement for Non-Employee Directors for the 1996 Stock Option Plan incorporated by reference to Exhibit 10.10 to the
Registrants Quarterly Report on Form 10-Q filed May 6, 2004
|              | 
|10.10+        |  | Form of Southwest Securities Group, Inc. Non-Qualified Option Agreement for Key Employees for the 1996 Stock Option Plan incorporated by reference to Exhibit 10.11 to the Registrants
Quarterly Report on Form 10-Q filed May 6, 2004         
|              | 
|10.11+        |  | Form of SWS Group, Inc. Non-Qualified Option Agreement for the 1997 Stock Option Plan incorporated by reference to Exhibit 10.12 to the Registrants Quarterly Report on Form 10-Q filed
May 6, 2004                                            
|              | 
|10.12+        |  | Form of SWS Group, Inc. Restricted Stock Plan Agreement for Non-Employee Directors for the 2003 Restricted Stock Plan incorporated by reference to Exhibit 10.13 to the Registrants
Quarterly Report on Form 10-Q filed May 6, 2004            
|              | 
|10.13+        |  | Form of SWS Group, Inc. Restricted Stock Plan Agreement for Employees for the 2003 Restricted Stock Plan incorporated by reference to Exhibit 10.14 to the Registrants Quarterly Report
on Form 10-Q filed May 6, 2004                         
|              | 
|10.14+        |  | Description of Registrants cash bonus plan incorporated by reference to Exhibit 10.14 to the Registrants Quarterly Report on Form 10-Q filed November 2, 2004                                                                                 
|              | 
|31.1*         |  | Chief Executive Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                           
|              | 
|31.2*         |  | Chief Financial Officer Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                           
|              | 
|32.1*         |  | Chief Executive Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|              | 
|32.2*         |  | Chief Financial Officer Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                       



|* | Filed herewith
|- | --------------



|+ | Management contract or compensatory plan or arrangement
|- | -------------------------------------------------------



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