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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

     Date of report (Date of earliest event reported) May 16, 2005

The Hallwood Group Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)
     
1-8303   51-0261339
     
(Commission File Number)   (IRS Employer Identification No.)
     
3710 Rawlins, Suite 1500, Dallas, Texas   75219
     
(Address of Principal Executive Offices)   (Zip Code)

(214) 528-5588

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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THE HALLWOOD GROUP INCORPORATED

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  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
  FINANCIAL STATEMENTS AND EXHIBITS
   
  Press release dated May 16, 2005, announcing the results of operations of The Hallwood Group Incorporated for the first quarter ended March 31, 2005.
 Press Release

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Item 2.02 Results of Operations and Financial Condition.

     On May 16, 2005, The Hallwood Group Incorporated issued a press release announcing its results of operations for the first quarter ended March 31, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Current Report on 8-K, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

     The following exhibits are furnished in accordance with the provisions of Item 601 of Regulations S-K:

     
Exhibit    
Number   Description of Exhibit
99.1
  Press release issued by The Hallwood Group Incorporated on May 16, 2005, announcing its results of operations for the first quarter ended March 31, 2005.

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THE HALLWOOD GROUP INCORPORATED

SIGNATURE

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.

Dated: May 18, 2005

         
  THE HALLWOOD GROUP INCORPORATED
 		  
  By:   /s/ Melvin J. Melle    
    Name:   Melvin J. Melle   
    Title:   Vice President & Chief Financial Officer   
 

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THE HALLWOOD GROUP INCORPORATED

EXHIBIT INDEX

     
Exhibit Number   Name
99.1
  Press release, dated May 16, 2005, announcing the results of operations of The Hallwood Group Incorporated for the first quarter ended March 31, 2005.

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