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

                                  SCHEDULE 13D

                                (AMENDMENT NO. 1)


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                            WORKFLOW MANAGEMENT, INC.
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                                (Name of Issuer)


                    COMMON STOCK, $0.001 PAR VALUE PER SHARE
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                         (Title of Class of Securities)


                                    98137N109
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                                 (CUSIP Number)


                                WF HOLDINGS, INC.
                               C/O PERSEUS, L.L.C.
                             2099 PENNSYLVANIA, N.W.
                             WASHINGTON, D.C. 20006
                             ATTN: CHARLES C. MOORE
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                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                    COPY TO:
                             CHARLES M. MODLIN, ESQ.
                     MORRISON COHEN SINGER & WEINSTEIN, LLP
                              750 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022


                                  APRIL 8, 2004
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             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties to whom copies are to be sent.

The information required on 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).





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CUSIP No. 98137N109                    13D           Page 2 of 3 Pages
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    1       NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
            PERSONS
            (ENTITIES ONLY)

                     WF Holdings, Inc.
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    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                     (a) |_|

                                                                     (b) |X|
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    3       SEC USE ONLY

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    4       SOURCE OF FUNDS

                     N/A
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    5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
            PURSUANT TO ITEMS 2(D) OR 2(E)                                |_|
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    6       CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
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              NUMBER OF                   7     SOLE VOTING POWER
               SHARES
            BENEFICIALLY                              0
              OWNED BY                 -----------------------------------------
                EACH
              REPORTING                   8     SHARED VOTING POWER
               PERSON
                WITH                                  4,125,857
                                       -----------------------------------------

                                          9     SOLE DISPOSITIVE POWER

                                                      0
                                       -----------------------------------------

                                         10     SHARED DISPOSITIVE POWER

                                                      0
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    11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,125,857
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    12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                               |_|
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    13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     30.6%
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    14      TYPE OF REPORTING PERSON*

                     CO
================================================================================




         ITEM 1. SECURITY AND ISSUER.

         This  Amendment  No. 1 to the Schedule  13D dated April 8, 2004,  of WF
Holdings, Inc. ("WF" or the "Reporting Person") (as amended, the "Schedule 13D")
is  filed  to  reflect  information  required  pursuant  to  Rule  13d-2  of the
Securities  and Exchange  Commission  under the  Securities  and Exchange Act of
1934,  relating to the common  stock,  par value  $0.001 per share (the  "COMMON
STOCK"), of Workflow  Management,  Inc., a Delaware  corporation (the "ISSUER").
The address of the principal  executive  offices of the Issuer is 240 Royal Palm
Way, Palm Beach, Florida 33480.

         ITEM 2. IDENTITY AND BACKGROUND.

         This statement is being filed by WF Holdings.  The principal offices of
WF are located at c/o Perseus, L.L.C., 2099 Pennsylvania, N.W., Washington, D.C.
20006.  The name,  address,  present  principal  occupation or  employment,  and
citizenship  of  each  director  and  executive   officer  of  WF,  each  person
controlling  WF and each  director  and  executive  officer of such  controlling
persons  are set  forth on  SCHEDULE  1 hereto  and are  incorporated  herein by
reference.

         During the past five years, neither WF nor, to the knowledge of WF, any
of the persons or entities  listed on SCHEDULE 1 hereto:  (i) has been convicted
in a criminal proceeding  (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or  administrative  body
of competent  jurisdiction  and as a result of such proceeding was or is subject
to a  judgment,  decree  or final  order  enjoining  future  violations  of,  or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such law.

         ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Not applicable.

         ITEM 4. PURPOSE OF TRANSACTION.

         Item 4 is amended by adding the following:

         On April 7, 2004, WF, WFM Acquisition Sub, Inc., a Delaware corporation
and a wholly  owned  subsidiary  of WF  ("WFM"),  and the  Issuer  entered  into
Amendment #2 ("Amendment  #2") to the Agreement and Plan of Merger,  dated as of
January 30, 2004, as amended (the "Merger Agreement"),  which provided that each
share of  Common  Stock  converted  pursuant  to the  Merger  Agreement  will be
entitled to receive $5.56 per share in cash. On March 29, 2004,  WF, WFM and the
Issuer entered into Amendment #1 ("Amendment #1") to the Merger Agreement, which
provided  that each  share of Common  Stock  converted  pursuant  to the  Merger
Agreement  will be entitled to receive  $5.375 per share in cash.  The foregoing
summaries of Amendment #2 and  Amendment #1 are  qualified in their  entirety by
reference  to such  agreements  which are attached as EXHIBIT 1 and EXHIBIT 2 to
this statement.

         On April 8,  2004,  WF and  Rutabaga  Capital  Management  ("Rutabaga")
entered into a Voting  Agreement and  Irrevocable  Proxy (the  "Rutabaga  Voting
Agreement")  pursuant to which Rutabaga agreed to vote all of their Common Stock
to which it has sole voting  power in favor of the Merger  Agreement  and to use
best efforts to cause any Common Stock as to which it has shared voting power to
be voted in favor of the Merger Agreement. The foregoing summary of the Rutabaga
Voting  Agreement is  qualified  in its entirety by reference to such  agreement
which is attached as EXHIBIT 3 to this statement.

         Also  on  April  8,  2004,  WF  and  Wells  Fargo  Capital   Management
Incorporated  ("Wells  Fargo")  entered into a Voting  Agreement and Irrevocable
Proxy with WF (the "Wells Fargo Voting Agreement") pursuant to which Wells Fargo
agreed to vote all of their Common Stock in favor of the Merger




Agreement.  The  foregoing  summary  of the  Wells  Fargo  Voting  Agreement  is
qualified in its entirety by  reference to such  agreement  which is attached as
EXHIBIT 4 to this statement.

         Except  as set  forth in this  Schedule  13D,  as of the  date  hereof,
neither  the  Reporting  Person nor any of the  entities  or  persons  listed on
SCHEDULE 1 has any plan or proposal  that  relates to or would  result in any of
the events in paragraph (a) - (j) inclusive of Item 4 of Schedule 13D.

         Notwithstanding  the  foregoing,  each of the Reporting  Person and the
entities or persons  listed on SCHEDULE 1 reserves  the right to effect any such
actions as any of them may deem necessary or appropriate in the future.

         ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         (a)      As of the date hereof, by virtue of the Voting Agreement,  the
                  Reporting   Person  may  be  deemed  to  beneficially  own  an
                  aggregate   of   4,125,857   shares   of  Common   Stock,   or
                  approximately   30.6%  of  the   Common   Stock   outstanding.
                  Notwithstanding  the foregoing,  each of the Reporting  Person
                  and the  entities  or persons  listed on  SCHEDULE 1 expressly
                  disclaims  that,  the filing of this Schedule 13D shall not be
                  construed  as an admission  that such  entities or persons are
                  the  beneficial  owners of any of the  shares of Common  Stock
                  covered by this Schedule 13D.

         (b)      Except for the transactions  described herein, there have been
                  no other transactions in the securities of the Issuer effected
                  by the Reporting Person in the last 60 days.

         (c)      To the knowledge of the Reporting Person, only Rutabaga,  [and
                  those entities with which Rutabaga  shares voting power],  has
                  the right to  receive  or the power to direct  the  receipt of
                  dividends  from,  or proceeds  from the sale of, the shares of
                  Common Stock of the Issuer reported by this statement.

         (d)      Inapplicable.

         (e)      Inapplicable.

         ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
                 WITH RESPECT TO SECURITIES OF THE ISSUER.

         Except for the agreements,  and the transactions  contemplated thereby,
described in this Schedule 13D, which agreements are hereby  incorporated herein
by  reference,  to the best  knowledge  of the  Reporting  Person,  there are no
contracts,  arrangements,  understandings or relationships  (legal or otherwise)
between the Reporting  Person or any of the other  entities or persons listed on
SCHEDULE 1 attached hereto, and any other person, with respect to any securities
of the Issuer,  including,  but not limited to, transfer or voting of any of the
securities,  finder's fees, joint ventures,  loan or option agreements,  puts or
calls,  guarantees  of profits,  divisions of profits or loss,  or the giving or
withholding of proxies.

         ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit 1 - Amendment #2 to the Merger Agreement*, dated April 7, 2004.

         Exhibit 2 - Amendment #1 to the Merger Agreement*, dated March 29,
                     2004.



         Exhibit 3 - Voting Agreement and Irrevocable Proxy, dated
                     April 8, 2004, between WF Holdings, Inc. and Rutabaga.

         Exhibit 4 - Voting Agreement and Irrevocable Proxy, dated
                     April 8, 2004, between WF Holdings, Inc. and Wells Fargo.

         * Previously filed as Exhibit 1 to the Schedule 13D of WF Holdings,
           Inc., dated April 8, 2004.





         SIGNATURES

         After reasonable  inquiry and to the best of each of the  undersigned's
knowledge and belief,  each of the undersigned  certify that the information set
forth in this statement is true, complete and correct.

Date:    April 9, 2004

                                                   WF HOLDINGS, INC.

                                                   By: /s/ Charles C. Moore
                                                       ----------------------
                                                   Name: Charles C. Moore
                                                   Its: Secretary




                                   SCHEDULE 1

1.       WF Holdings, Inc.

         Place of Organization: Delaware

         Directors:

                  Ray E. Newton*
                  Greg C. Mosher*
                  Charles C. Moore*

         Executive Officers:

                  Ray E. Newton
                  Greg C. Mosher
                  Charles C. Moore

         * The listed individual is a citizen of the United States.

         Business  Address for WF Holdings,  Inc., its directors and officers is
         as follows:

                  c/o Perseus, L.L.C.
                  2099 Pennsylvania, N.W.
                  Washington, D.C.  20006

2.       Perseus Market Opportunity Fund, L.P.

         Relationship:  Perseus  Market  Opportunity  Fund,  L.P.  is  the  sole
         stockholder of WF Holdings, Inc.

         Business Address:

                  2099 Pennsylvania, N.W.
                  Washington, D.C.  20006

         Place of Organization: Delaware

3.       Perseus Market Opportunity Fund, L.L.C.

         Relationship:  Perseus Market  Opportunity  Fund, L.L.C. is the general
         partner of Perseus Market Opportunity Fund, L.P.

         Business Address:

                  2099 Pennsylvania, N.W.
                  Washington, D.C.  20006

         Place of Organization: Delaware

4.       Perseus, L.L.C.

         Relationship:   Perseus,   L.L.C.  indirectly  manages  Perseus  Market
         Opportunity Fund, L.P.



         Business Address:

                  2099 Pennsylvania, N.W.
                  Washington, D.C.  20006

         Place of Organization: Delaware

5.       Frank H. Pearl

         Relationship: Frank H. Pearl is the Chairman of Perseus, L.L.C.

         Business Address:

                  c/o Perseus, L.L.C.
                  2099 Pennsylvania, N.W.
                  Washington, D.C.  20006

         Citizenship: United States