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Exhibit 31.2
I, John K. Grelle, certify that:
  1.   I have reviewed this Annual Report on Form 10-K/A of Woodbridge Holdings Corporation; and
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
         
  /s/ John K. Grelle      
  John K. Grelle,     
  Chief Financial Officer     
  Date: April 30, 2009