Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PRESCOTT GROUP CAPITAL MANAGEMENT LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2008		 3. Issuer Name and Ticker or Trading Symbol
Woodbridge Holdings Corp (Formerly Levitt Corp) [WDG]
(Last)
(First)
(Middle)
1924 SOUT UTICA, SUITE 1120		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TULSA, OK 74014		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,712,351 (1)
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PRESCOTT GROUP CAPITAL MANAGEMENT LLC
1924 SOUT UTICA, SUITE 1120
TULSA, OK 74014		     X    
FROHLICH PHIL
1924 SOUT UTICA, SUITE 1120
TULSA, OK 74014		     X    

Signatures

/s/ Phil Frohlich, manager of Prescott Group Capital Management, L.L.C. 10/14/2008
**Signature of Reporting Person Date
/s/ Phil Frohlich 10/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The filing of this Form 3 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the manager of Prescott Capital is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Class A common stock of Woodbridge Holdings Corporation (the "Common Stock") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P.or Prescott Group Aggressive Small Cap II, L.P. (together the "Small Cap Funds") Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownerhip.
(2) Prescott Capital holds indirectly 3,712,351 shares of Common Stock of Woodbridge Holdings Corporation through the account of the Master Fund of which the Prescott Capital is the Investment Manager. The Master Fund holds the shares of Class A Common Stock for the accounts of the Small Cap Funds, for which Prescott Capital is the Investment Manager. Prescott Capital receives a portion of the profits in the form of a capital allocation from and owns a partnership interest in the Small Cap Funds. Phil Frohlich reports the shares held indirectly by Prescott Capital because, as the manager of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.

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