UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

MRU Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

55348A102

(CUSIP Number)

December 31, 2008

(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)

x Rule 13d-1(c)

o 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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13G/A

CUSIP NO. 55348A102

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Younes Nazarian and Soraya J. Nazarian, Trustees of the Y & S Nazarian Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 36,000
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 36,000
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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Item 1.

(a) Name of Issuer: MRU Holdings, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

590 Madison Avenue, 13th Floor, New York, New York 10022

Item 2.

(a)

Name of Person Filing: Younes Nazarian and Soraya J. Nazarian, Trustees of the Y & S Nazarian Revocable Trust (the “Reporting Person”)

(b)

Address of Principal Business Office or, if None, Residence: 1801 Century Park West, 5th Floor, Los Angeles, California 90067

(c)

Citizenship: The Reporting Person was established under the laws of the State of California. Younes Nazarian and Soraya J. Nazarian are citizens of the United States.

(d)

Title of Class of Securities: Common Stock, $0.001 par value per share (the “Common Stock”)

(e) CUSIP Number: 55348A102

Item 3.

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

(a)

Broker or dealer registered under Section 15 of the Act.

(b)

Bank as defined in Section 3(a)(6) of the Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

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(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

(a)

Amount beneficially owned: 36,000 shares.*

(b)

Percent of class: Less than 1.0%. The percentage indicated in this Item 4

is based on the total shares outstanding of the Issuer as reported in its

Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

According to this Quarterly Report, the Issuer had outstanding 31,721,174

shares of Common Stock as of November 7, 2008.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 36,000 shares.*

(ii)

Shared power to vote or to direct the vote: 0.

(iii)

Sole power to dispose or to direct the disposition of: 36,000 shares.*

(iv)

Shared power to dispose or to direct the disposition of: 0.

Consists of a warrant to purchase 36,000 shares of the Common Stock, which warrant is currently exercisable. All of securities reported in this statement are held by the Reporting Person.

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 .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

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.

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Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 10, 2009

THE Y & S NAZARIAN REVOCABLE TRUST

By: /s/ Younes Nazarian

Younes Nazarian, Trustee

By: /s/ Soraya J. Nazarian

Soraya J. Nazarian, Trustee

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MRU HOLDINGS INC SC 13G/A