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U.S. Securities and Exchange Commission

Securities Exchange Act
Rule 12h-3

November 9, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


Woodbridge Holdings Corporation
Incoming letter dated November 9, 2009

Based on the facts presented, the Division will not object if Woodbridge stops filing periodic and current reports under the Securities Exchange Act of 1934, including its quarterly report on Form 10-Q for the quarter ended September 30, 2009. In reaching this position, we note that Woodbridge has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Forms S-3 and S-8, and those
post-effective amendments are effective. We assume that, consistent with the representations made in your letter, Woodbridge will file a certification on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its Form 10-Q for the quarter ended September 30, 2009.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Sebastian Gomez Abero

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/10/2009