SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* RULE ARTHUR RICHARDS (Last) (First) (Middle) 7770 EL CAMINO REAL (Street) CARLSBAD CA 92009 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2008	3. Issuer Name and Ticker or Trading Symbol BofI Holding, Inc. [ BOFI ]
		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 of Original Filed (Month/Day/Year) 04/24/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	797,300(1)	I	By Exploration Capital Partners 1998-B L.P.(2)

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: 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

1. Name and Address of Reporting Person* RULE ARTHUR RICHARDS (Last) (First) (Middle) 7770 EL CAMINO REAL (Street) CARLSBAD CA 92009 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RULE FAMILY TRUST UDT 12 17 98 (Last) (First) (Middle) 7770 EL CAMINO REAL (Street) CARLSBAD CA 92009 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. [No change to Note (2) as included in original Form 3.]

2. As of December 31, 2008, the general partner of Exploration Capital Partners 1998-B L.P. is Resource Capital Investment Corp., which is owned 100% by the Rule Family Trust udt 12/17/98. Arthur Richards Rule is co-Trustee of the Rule Family Trust udt 12/17/98. The sole purpose of filing this amendment is to report that, effective December 31, 2008, Resource Investment Management Corp. merged with Resource Capital Investment Corp., with the latter being the surviving entity in the merger. Resource Capital Investment Corp. has accordingly replaced Resource Investment Management Corp. as General Partner of Exploration Capital Partners 1998-B L.P. The aggregate ownership of shares of Common Stock of the Issuer beneficially owned by the Reporting Persons remains unchanged from that reported in the original Form 3.

	/s/ Gretchen Carter, attorney-in-fact for Arthur Richards Rule	02/06/2009
	/s/ Gretchen Carter, attorney-in-fact for Arthur Richards Rule, Arthur Richards Rule, Trustee, Rule Family Trust udt 12/17/98	02/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.