SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Chipman First Family Limited Partnership (Last) (First) (Middle) C/O: D. DAMON, P.O. BOX 19190 (Street) RENO, NV 89511-0853 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BofI Holding, Inc. [ BOFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2005		P		80,000	A	$11.5	613,100	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Conv. Pfd. Stk.	(2)							(2)	(2)	N/A	(2)		190,400(3)	D
Warrants	(2)							(2)	(2)	N/A	(2)		27,700	D

1. Name and Address of Reporting Person* Chipman First Family Limited Partnership (Last) (First) (Middle) C/O: D. DAMON, P.O. BOX 19190 (Street) RENO, NV 89511-0853 (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* Chipman Michael A (Last) (First) (Middle) SETTLOR OF M&E CHIPMAN LIVING TRUST 9/28 C/O: D. DAMON, P.O. BOX 19190 (Street) RENO, NV 89511-0853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

1. Name and Address of Reporting Person* Chipman Evelyn (Last) (First) (Middle) SETTLOR OF M&E CHIPMAN LIVING TRUST 9/28 C/O: D. DAMON, P.O. BOX 19190 (Street) RENO, NV 89511-0853 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

Explanation of Responses:

1. All securities are held directly by The Chipman First Family Limited Partnership. ChipEnt, LLC is the general partner of the holder, and Michael and Evelyn Chipman are sole managers and members of Chipent, LLC. The sole limited partner of the holder is M&E Chipman Living Trust 9/28/95, of which Michael and Evelyn Chipman are the sole trustees and the settlors.

2. Not applicable

3. Shares of Series A Preferred Stock only may be converted on the first day of a calendar quarter. The conversion price and number of shares of common stock to be issued upon conversion of Series A Preferred Stock will vary depending on when a holder elects to convert as the conversion price increases periodically through January 2009, with the number of shares to be issued decreasing from 952 shares to 555 shares for each share of Series A converted. The current conversion price is in effect through January 1, 2006.

Remarks:

	The Chipman First Family Limited PartnershipBy: Chipent, LLCIts: General PartnerBy its Manager /s/ Michael Chipman	04/26/2005
	/s/ Michael Chipman	04/26/2005
	/s/ Evelyn Chipman	04/26/2005
	** 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 4 (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.