SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Willdan Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
96924N100
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(CUSIP Number)
January 4, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 96924N100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Feinberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
450,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
450,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.70%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 96924N100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JLF Asset Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
450,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
450,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.70%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 96924N100
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Item 1(a). Name of Issuer:
Willdan Group, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
2401 East Katella Avenue
Suite 300
Anaheim, California 92806
United States of America
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Item 2(a). Name of Person Filing:
Jeffrey L. Feinberg
JLF Asset Management, L.L.C.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Jeffrey L. Feinberg
c/o JLF Asset Management, L.L.C.
2775 Via de la Valle, Suite 204
Del Mar, CA 92014
JLF Asset Management, L.L.C.
2775 Via de la Valle, Suite 204
Del Mar, CA 92014
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Item 2(c). Citizenship:
Jeffrey L. Feinberg - United States
JLF Asset Management, L.L.C. - Delaware
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Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
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Item 2(e). CUSIP Number:
96924N100
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Jeffrey L. Feinberg: 450,000 shares
JLF Asset Management, L.L.C.: 450,000 shares
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(b) Percent of class:
Jeffrey L. Feinberg: 6.70%
JLF Asset Management, L.L.C.: 6.70%
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(c) Number of shares as to which Jeffrey L. Feinberg has:
(i) Sole power to vote or to direct the vote 0
----------------,
(ii) Shared power to vote or to direct the vote 450,000
----------------,
(iii) Sole power to dispose or to direct the
disposition of 0
----------------,
(iv) Shared power to dispose or to direct the
disposition of 450,000
----------------.
Number of shares as to which JLF Asset Management, L.L.C. has:
(i) Sole power to vote or to direct the vote 0
----------------,
(ii) Shared power to vote or to direct the vote 450,000
----------------,
(iii) Sole power to dispose or to direct the
disposition of 0
----------------,
(iv) Shared power to dispose or to direct the
disposition of 450,000
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
Certification for Rule 13d-1(c): By signing below each reporting person
certifies that, to the best of its knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January [__], 2007
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(Date)
Jeffrey L. Feinberg (1)
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Jeffrey L. Feinberg
JLF Asset Management, L.L.C. (1)
By: Jeffrey L. Feinberg
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Title: Managing Member
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(1) The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated January [__], 2007 relating
to the Common Stock, par value $0.01 per share, of Willdan Group, Inc. shall be
filed on behalf of the undersigned.
Jeffrey L. Feinberg
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Jeffrey L. Feinberg
JLF Asset Management, L.L.C.
By: Jeffrey L. Feinberg
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Title: Managing Member
SK 02717 0005 738245