WDG Woodbridge Holdings Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

Woodbridge Holdings Corp
(Name of Issuer)

Common
(Title of Class of Securities)

978842201
(CUSIP Number)

October 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 4 PAGES

 Tradewinds Global Investors, LLC 02-0767178
________________________________________________________________________________
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
 (b) [_]
________________________________________________________________________________
 3 SEC USE ONLY

________________________________________________________________________________
 4 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware - U.S.A.
________________________________________________________________________________
 5 SOLE VOTING POWER

 438,335
 NUMBER OF ___________________________________________________________
 SHARES 6 SHARED VOTING POWER
 BENEFICIALLY
 OWNED BY 0
 EACH ___________________________________________________________
 REPORTING 7 SOLE DISPOSITIVE POWER
 PERSON
 WITH 640,729
 ___________________________________________________________
 8 SHARED DISPOSITIVE POWER

 0
________________________________________________________________________________

Page 2 of 4 pages

Item 1(a) Name of Issuer:
Woodbridge Holdings Corp

Item 1(b) Address of Issuer's Principal Executive Offices:
2100 West Cypress Road Fort Lauderdale, FL 33300 United States

Item 2(a) Name of Person Filing:
Tradewinds Global Advisors, LLC

Item 2(b) Address of the Principal Office or, if none, Residence:
2049 Century Park East, 20th Floor Los Angeles, CA 90067

Item 2(c) Citizenship:
Delaware - U.S.A.

Item 2(d) Title of Class of Securities:
Common

Item 2(e) CUSIP Number:
978842201

Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing is a:

(e) [X] An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E)

Item 4 Ownership:
(a) Amount Beneficially Owned:
640,729
(b) Percent of Class:
3.37%
(c) Number of shares as to which such person has:

(i) sole power to vote or direct the vote:
438,335
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
640,729
(iv) shared power to dispose or to direct the disposition of:
0

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 [X].

Page 3 OF 4 Pages

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

Item 8 Identification and Classification of Members of the Group:
Not applicable.

Item 9 Notice of Dissolution of a Group:
Not applicable.

Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

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.

Dated: November 10, 2008

Tradewinds Global Investors, LLC

By: /S/ David B. Iben
-------------------------------------
Name: David B. Iben, CFA
Title: Chief Investment Officer

PAGE 4 OF 4 PAGES

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