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 *
  Mill Road Capital, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2008
3. Issuer Name and Ticker or Trading Symbol
SM&A [WINS]
(Last)
(First)
(Middle)
TWO SOUND VIEW DRIVE, SUITE 300
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)

GREENWICH, CT 06830
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 2,086,414
D (1)
 

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
Mill Road Capital, L.P.
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
    X    
Mill Road Capital GP LLC
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
    X    
LYNCH THOMAS E
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
    X    
Scharfman Scott
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
    X    
Goldman Charles
TWO SOUND VIEW DRIVE
SUITE 300
GREENWICH, CT 06830
    X    

Signatures

/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P. 11/14/2008
**Signature of Reporting Person Date

/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC 11/14/2008
**Signature of Reporting Person Date

/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney 11/14/2008
**Signature of Reporting Person Date

/s/ Charles M. B. Goldman 11/14/2008
**Signature of Reporting Person Date

/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney 11/14/2008
**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) These shares are held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund, and Thomas Lynch, Charles Goldman and Scott Scharfman are the Management Committee Directors of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

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