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

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*


                               Willdan Group, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                    96924N100
                                 (CUSIP Number)


                                December 31, 2011
                          (Date of Event which Requires
                            Filing of this Statement)


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

    [ ]  Rule 13d-1(b)
    [X]  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).




CUSIP No. 96924N100     SCHEDULE 13G/A    Page 2 of 7


1       Names of Reporting Persons

        RBF Capital, LLC


        IRS Identification No. of Above Person (entities only)

        68-0383896

2       Check the Appropriate Box if a Member of a Group
                        (a)     [ ]
                        (b)     [ ]


3       SEC USE ONLY

4       Citizenship or Place of Organization

                Delaware

                        5       Sole Voting Power


                                204,100

        NUMBER OF       6       Shared Voting Power
        SHARES
        BENEFICIALLY            -0-
        OWNED BY EACH
        REPORTING       7       Sole Dispositive Power
        PERSON WITH
                                204,100


                        8       Shared Dispositive Power

                                -0-

9       Aggregate Amount Beneficially Owned by each Reporting
Person


        204,100

10      Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*       [ ]


11      Percent of Class Represented by Amount in Row 9


        2.81%


12      Type of Reporting Person (See Instructions)

        OO




CUSIP No. 96924N100     SCHEDULE 13G/A    Page 3 of 7


1       Names of Reporting Persons

        Richard B. Fullerton


        IRS Identification No. of Above Person (entities only)


2       Check the Appropriate Box if a Member of a Group
                        (a)     [ ]
                        (b)     [ ]

3       SEC USE ONLY

4       Citizenship or Place of Organization

                United States

                        5       Sole Voting Power


                                204,100

        NUMBER OF       6       Shared Voting Power
        SHARES
        BENEFICIALLY            -0-
        OWNED BY EACH
        REPORTING       7       Sole Dispositive Power
        PERSON WITH
                                204,100


                        8       Shared Dispositive Power

                                -0-

9       Aggregate Amount Beneficially Owned by each Reporting
Person


        204,100

10      Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*       [ ]


11      Percent of Class Represented by Amount in Row 9


        2.81%


12      Type of Reporting Person (See Instructions)

        IN




CUSIP No. 96924N100    SCHEDULE 13G/A    Page 4 of 7

Item 1(a).      Name of Issuer.


        Willdan Group, Inc.


Item 1(b).      Address of Issuer's Principal Executive Offices.


        2401 East Katella Avenue, Suite 300, Anaheim, CA  92806


Item 2(a).      Name of Person Filing.

        RBF Capital, LLC and Richard B. Fullerton

Item 2(b).      Address of Principal Business Office or, if none,
Residence.

        The business address of RBF Capital, LLC and Richard B.
Fullerton is 100 Drakes Landing Rd. Suite 300, Greenbrae  CA
94904

Item 2(c).      Citizenship.

        RBF Capital, LLC is a Delaware limited Liability company and Richard B.
Fullerton is a United States citizen.

Item 2(d).      Title of Class of Securities.

        Common Stock

Item 2(e).      CUSIP Number.


        96924N100


Item 3. If this statement is filed pursuant to 240.13d- 1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:


(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).




CUSIP No. 96924N100     SCHEDULE 13G/A    Page 5 of 7

(d) [ ] Investment company registered under section 8 of the Investment Company
act of 1940 (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G).

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded form the definition of an investment
company under section 3(c)(14) of the Investment Company act of 1940 (15 U.S.C.
80a-3).

(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).


Item 4. Ownership.


        Reference is made hereby made to Items 5-9 and 11 of pages two (2) and
three (3) of this SCHEDULE 13G/A, which Items are incorporated by reference
herein.





CUSIP No. 96924N100     SCHEDULE 13G/A    Page 6 of 7


Item 5. Ownership of Five Percent or Less of a Class.

        Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.


        RBF Capital, LLC is deemed to be the beneficial owner of the number of
securities reflected in Item 5-9 and 11 of page two (2) of this SCHEDULE 13G/A
pursuant to separate arrangements whereby it acts as investment adviser (not
registered) to certain persons. Each person for whom RBF Capital, LLC acts as
investment adviser has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock purchased
or held pursuant to such arrangements. Richard B. Fullerton is deemed to be the
beneficial owner of the number of securities reflected in Items 5-9 and 11 on
page three (3) of this SCHEDULE 13G/A pursuant to his ownership interest in RBF
Capital, LLC

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 Group.

        Not applicable.

Item 10.        Certification.


        By signing below, RBF Capital, LLC and Richard B. Fullerton certify
that, to the best of their knowledge and belief, the securities referred to
above on pages two (2) and three (3) of this SCHEDULE 13G/A 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 the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.





CUSIP No. 96924N100     SCHEDULE 13G/A    Page 7 of 7


                                    Signature


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

DATED:  January 31, 2012


        RBF Capital, LLC


        /s/ Richard B. Fullerton
        ------------------------
        By:  Richard B. Fullerton
        its: Managing Member


        Richard B. Fullerton


        /s/ Richard B. Fullerton
        ------------------------
        By:  Richard B. Fullerton

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)