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 *
  RULE ARTHUR RICHARDS
 2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2008		 3. Issuer Name and Ticker or Trading Symbol
BofI Holding, Inc. [BOFI]
(Last)
(First)
(Middle)
7770 EL CAMINO REAL		 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)
04/24/2008
(Street)

CARLSBAD, CA 92009		 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 797,300 (1)
I
By Exploration Capital Partners 1998-B L.P. (2)

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
RULE ARTHUR RICHARDS
7770 EL CAMINO REAL
CARLSBAD, CA 92009		     X    
RULE FAMILY TRUST UDT 12 17 98
7770 EL CAMINO REAL
CARLSBAD, CA 92009		     X    

Signatures

/s/ Gretchen Carter, attorney-in-fact for Arthur Richards Rule 02/06/2009
**Signature of Reporting Person Date
/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

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) [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.

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