sc13gza

Russell J. Howard


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Maxygen, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

577776107

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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.		577776107		Page		2		of		7


1	NAMES OF REPORTING PERSONS:


	Russell J. Howard

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Australia

		5	SOLE VOTING POWER:

NUMBER OF			2,224,376¹

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			Nil

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,224,376¹

WITH:		8	SHARED DISPOSITIVE POWER:

			Nil

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,224,376¹

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

¹Includes 448,229 shares held by the Russell J. Howard & Maureen C. Howard Trust, of which Dr. Howard is a trustee, and 5,924 shares held by the Maxygen 401(k) Plan. Also includes 1,763,540 shares that are subject to options that are exercisable within 60 days of December 31, 2007.


CUSIP No.		577776107		Page		3		of		7


1	NAMES OF REPORTING PERSONS:


	Russell J. Howard, Trustee of the Russell J. Howard & Maureen C. Howard Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	California

		5	SOLE VOTING POWER:

NUMBER OF			448,229

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			Nil

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			448,229

WITH:		8	SHARED DISPOSITIVE POWER:

			Nil

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	448,229

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	00


CUSIP No.		577776107		Page		4		of		7

Item 1(a). Name of Issuer

Maxygen, Inc.

Item 1(b). Address of Issuers’ Principal Executive Offices

515 Galveston Drive
Redwood City, California 94063

Item 2(a). Name of Persons Filing

	I.		Russell J. Howard

	II.		Russell J. Howard, Trustee of the Russell J. Howard & Maureen C. Howard Trust (“Trust”)

Item 2(b). Address of Principal Business Office

515 Galveston Drive
Redwood City, California 94063

Item 2(c). Citizenship

Russell J. Howard Australia
Trust California

Item 2(d). Title of Class of Securities

Common Stock, par value $0.0001

Item 2(e). CUSIP Number

577776107

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 2(c), check whether the person filing is a:

Not Applicable


CUSIP No.		577776107		Page		5		of		7

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

(b) Percent of Class:

Sole power to vote or to direct the vote:

ii.

Shared power to vote or to direct the vote:


		Russell J. Howard		Nil

		Trust		Nil

iii.

Sole power to dispose or to direct the disposition of:

iv.

Shared power to dispose or to direct the disposition of:


		Russell J. Howard		Nil

		Trust		Nil


²		Includes 448,229 shares held by the Russell J. Howard & Maureen C. Howard Trust, of which Dr. Howard is a trustee, and 5,924 shares held by the Maxygen 401(k) Plan. Also includes 1,763,540 shares that are subject to options that are exercisable within 60 days of December 31, 2007.


CUSIP No.		577776107		Page		6		of		7

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

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

Beneficiaries of the Russell J. Howard & Maureen C. Howard Trust have the right to receive the proceeds from the sale of 448,229 shares held by such trust, in accordance with the trust documents.

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

Not Applicable.


CUSIP No.		577776107		Page		7		of		7

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.



February 11, 2008	/s/ Russell J. Howard

	Russell J. Howard

	Russell J. Howard & Maureen C. Howard Trust

	By:	/s/ Russell J. Howard

		Russell J. Howard, Trustee