OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden hours per response. . . 15
SEC 1745 (02-02)	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Modtech Holdings

(Name of Issuer)

Common Stock

(Title of Class of Securities)

60783C100

(CUSIP Number)

December 1, 2005

(Date of Event Which Requires Filing of this Statement)

Elizabeth D. Giorgis

Gruber and McBaine Capital Management

50 Osgood Place, Penthouse

San Francisco, CA 94133

(415) 782-2610

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

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 240.13d-1(e), 240.13d-1(f) or

240.13d-1(g), check the following box. [ ]

CUSIP No. 60783C100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Gruber and McBaine Capital Management, LLC.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		X
		(b)
	3.	SEC Use Only ............................................................................................................................................
	4.	Source of Funds (See Instructions) ....................................................................WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With
				7.	Sole Voting Power 0
				8.	Shared Voting Power 3,697,627
				9.	Sole Dispositive Power 0
				10.	Shared Dispositive Power 3,697,627
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,697,627
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).................................
	13.		Percent of Class Represented by Amount in Row (11) 21.4%
	14.		Type of Reporting Person (See Instructions) IA & OO

CUSIP No. 60783C100
					1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jon D. Gruber
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		X
		(b)
	3.	SEC Use Only ............................................................................................................................................
	4.	Source of Funds (See Instructions) ....................................................................WC, PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With
				7.			Sole Voting Power 462,453
				8.			Shared Voting Power 3,697,627
				9.			Sole Dispositive Power 462,453
				10.			Shared Dispositive Power 3,697,627
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,160,080
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).................................
	13.		Percent of Class Represented by Amount in Row (11) 24%
	14.		Type of Reporting Person (See Instructions) IN

CUSIP No. 60783C100
					1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). J. Patterson McBaine
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		X
		(b)
	3.	SEC Use Only ............................................................................................................................................
	4.	Source of Funds (See Instructions) ....................................................................WC, PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With
				7.		Sole Voting Power 275,134
				8.		Shared Voting Power 3,697,627
				9.		Sole Dispositive Power 275,134
				10.		Shared Dispositive Power 3,697,627
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,972,761
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).................................
	13.		Percent of Class Represented by Amount in Row (11) 22.9%
	14.		Type of Reporting Person (See Instructions) IN
CUSIP No. 60783C100
					1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Eric B. Swergold
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		X
		(b)
	3.	SEC Use Only ............................................................................................................................................
	4.	Source of Funds (See Instructions) ....................................................................WC, PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With
				7.		Sole Voting Power 0
				8.		Shared Voting Power 3,697,627
				9.		Sole Dispositive Power 0
				10.		Shared Dispositive Power 3,697,627
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,697,627
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).................................
	13.		Percent of Class Represented by Amount in Row (11) 21.4%
	14.		Type of Reporting Person (See Instructions) IN

CUSIP No. 60783C100
					1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lagunitas Partners
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		X
		(b)
	3.	SEC Use Only ............................................................................................................................................
	4.	Source of Funds (See Instructions) ....................................................................WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) .................
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With
				7.			Sole Voting Power 0
				8.			Shared Voting Power 2,098,488
				9.			Sole Dispositive Power 0
				10.			Shared Dispositive Power 2,098,488
	11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,098,488
	12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).................................
	13.		Percent of Class Represented by Amount in Row (11) 12.2%
	14.		Type of Reporting Person (See Instructions) IA & OO

Item 1.SECURITY AND ISSUER
This statement relates to shares of Common Stock (the "Stock") of Modtech Holdings (MODT). The principal executive office of MODT is located at 2830 Barrett Avenue, Perris, CA 92571.
Item 2. IDENTITY AND BACKGROUND
	a.	This form is filed by Gruber & McBaine Capital Management, LLC (GMCM), a limited liability company that is an investment adviser for client accounts and a general partner of investment limited partnerships; Jon D. Gruber (Gruber) and J. Patterson McBaine (McBaine), who are managers, members and portfolio mangers of GMCM; and Eric B Swergold (Swergold), who is a member and portfolio manager of GMCM. Lagunitas Partners, L.P., a California limited partnership (Lag).
	b.	The business address of GMCM, Gruber, McBaine, Swergold, Lag is 50 Osgood Place, Penthouse, San Francisco, CA 94133
	c.	GMCM is an investment adviser for client accounts and a general partner of investment partnerships, and by Gruber and McBaine as managers, members and portfolio managers of GMCM, and by Swergold as a member and portfolio manager of GMCM. Lag is an investment limited partnership. GMCM is the general partner of Lag.
	d.	During the last five years, none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e.	During the last five years, none of such persons 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 laws.
	f.	All such persons are citizens of the United States of America.
Item 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount GMCM Capital Under Management $ 5,213,425 Gruber Personal Funds $ 596,015 McBaine Personal Funds $ 186,680
Item 4. PURPOSE OF TRANSACTION
None of the Filers has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of advisory clients of GMCM for the purpose of investment. Other than as described herein, none of the Filers has any present plans or proposals which relate to, or would result in, any of the transactions or events described in Item 4 of Schedule 13D. GMCM may decide to purchase at any time or times on behalf of its advisory clients additional shares of Stock or other securities of the Issuer.  GMCM may at any time or times cause its advisory clients to dispose of any or all securities of the Issuer in any lawful manner. Advisory clients of GMCM reserve all of their rights as stockholders of the Issuer and may exercise those rights in any manner that they or GMCM consider to be in the interests of such clients.
Item 5. INTEREST IN SECURITIES OF THE ISSUER The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof: 12/01/2005
Aggregate -----------Beneficially----------- Owned			Voting ----------- Power	Dispositive----------- Power
Name -----------Number -----------Percent			Sole-----------Shared	Sole -----------Shared
GMCM ----------- 3,697,627 ----------- 21.4%			0-----------3,697,627	0-----------3,697,627
Gruber ----------4,160,080 ---------- 24%			462,453----------3,697,627	462,453----------3,697,627
McBaine ----------3,972,761 -----------22.9%			275,134-----------3,697,627	275,134-----------3,697,627
Swergold ----------- 3,697,627 -----------21.4%			0 ----------- 3,697,627	0-----------3,697,627
Lag ----------- 2,098,488 ----------- 12.2 %			0 -----------2,098,488	0-----------2,098,488
Name Purchase Date Number of SharePrice per Share Gruber P 12/1/2005 3500 8.29 McBaine P 12/1/2005 2000 8.29 GMCM P 12/1/2005 3000 8.29 GMCM P 12/1/2005 9000 8.29 GMCM P 12/1/2005 500 8.29 GMCM P 12/1/2005 1000 8.29 GMCM P 12/1/2005 2000 8.29 GMCM P 12/1/2005 28000 8.29 GMCM P 12/1/2005 1000 8.29 Gruber P 8/5/2005 60600 5.67 Gruber P 8/5/2005 7100 5.67 Gruber P 8/5/2005 32300 5.67 McBaine P 8/5/2005 30000 5.67 GMCM P 8/5/2005 91000 5.67 GMCM P 8/5/2005 166900 5.67 GMCM P 8/5/2005 183200 5.67 GMCM P 8/5/2005 30400 5.67 GMCM P 8/5/2005 48500 5.67 GMCM P 7/27/2005 237015 8.00
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. GMCM is the general partner of Lag pursuant to limited partnership agreements. These agreements provide to the general partner the authority, among other things, to invest the funds of Lag in the Stock, to vote and dispose of those securities and to file this statement on behalf of and Lag. Also pursuant to those limited partnership agreements, GMCM is entitled to fees based on assets under management and realized and unrealized gains, if certain conditions are met. Pursuant to investment management agreements, GMCM is authorized, among other things, to invest funds of its various investment advisory clients, and to vote and dispose of those securities. Such investment management agreements may be terminated by either party on thirty days notice, and provide for fees payable to GMCM based on assets under management and realized and unrealized gains, if certain conditions are met. Pursuant to authority granted to GMCM orally and under a Power of Attorney, GMCM is authorized, among other things, to invest funds of various relatives and affiliates of Gruber and McBaine. Such authority may be terminated at any time on notice and there are no fees payable to GMCM for those services.
Item 7. MATERIALS TO BE FILED AS EXHIBITS A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G (previously filed).

SIGNATURE

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: December 20, 2005

Gruber & McBaine Capital Management, LLC

By: /s/ J. Patterson McBaine

Title: Manager

/s/ Jon D. Gruber

Jon D. Gruber

/s/ J. Patterson McBaine

J. Patterson McBaine

/s/ Eric B. Swergold

Eric B. Swergold

 

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