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): March 23, 2007

WILLDAN GROUP, INC.
(Exact name of registrant as specified in its charter)

2401 East Katella Avenue, Suite 300, Anaheim, California 92806
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 424-9144

Not Applicable
(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.14d-2(b))

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

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

On March 23, 2007, Willdan Group, Inc. (the “Company”) entered into an Amendment to Employment Agreement (the “Amendment”) with L. Mallory McCamant, Chief Financial Officer, Senior Vice President and Assistant Secretary of the Company.  Pursuant to the Amendment, Ms. McCamant’s base annual salary was increased to $205,000, effective retroactive to January 1, 2007.

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits.

10.1                            Amendment to Employment Agreement dated March 23, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT
(Willdan Group, Inc. and L. Mallory McCamant)

This Amendment to Employment Agreement (hereafter “Amendment”) is entered into by and between Willdan Group, Inc., a Delaware corporation (“Company”), and L. Mallory McCamant (“Employee”) this 23rd day of March, 2007.

1.                                       Amendment to Employment Agreement.  Effective retroactive to January 1, 2007, Section 3A of the Restated Employment Agreement, between Willdan Group, Inc., a Delaware corporation, formerly The Willdan Group of Companies, a California corporation (“Company”), and L. Mallory McCamant (“Employee”) effective August 1, 2006 (hereafter the “Employment Agreement) is amended, to read, as follows:

“A.  Base annual salary in the amount of $205,000, payable bi-weekly.”

2.                                       No other Changes to Employment Agreement.  All other terms, conditions and provisions contained in the Employment Agreement shall remain in full force and effect, without modification.

3.                                       Representation by Legal Counsel.  The parties hereto acknowledge that Robert L. Lavoie of Lavoie, McCain & Jarman has been retained by Company to represent Company in this transaction.  Employee consents to such representation and waives any conflict of interest as may be presented by such representation.  Employee has been advised to have this Amendment reviewed by independent legal counsel of Employee’s choosing.  Company may assume that Employee has sought such consultation and that Employee’s agreement with the terms, conditions and provisions of this Amendment are with the benefit of such independent legal advice.

Executed on March 23, 2007, at Anaheim, California.