Marxe Austin W & Greenhouse David M, et al. – ‘SC 13G/A’ on 2/13/09 re: House of Taylor Jewelry, Inc.

On:  Friday, 2/13/09, at 12:28pm ET   ·   Accession #:  1044321-9-44   ·   File #:  5-56087

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         5±    23K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C.  20549                                                         
SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       
                    (Amendment No. _1_)*

House of Taylor Jewelry, Inc.                                                   
 _____________________________________________
(Name of Issuer)                                                  

Common Stock                                                                    
 _______________________________________________
(Title of Class of Securities)                                                  

44176R106                                                                       
   _________________________________________________
(CUSIP Number)                                                                  

with a copy to:                                 
Austin W. Marxe         Allen B. Levithan, Esq.                                 
527 Madison Avenue, Suite 2600          Lowenstein Sandler PC                   
New York, New York  10022               65 Livingston Avenue                    
Roseland, New Jersey  07068     
(973) 597-2406                  
(Name, Address and Telephone Number of Person                                   
Authorized to Receive Notices and Communications)                               

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:                                                              

____    Rule 13d-1(b)                                           
_x__    Rule 13d-1(c)                                           
____    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).                                                                         

Cusip No. 44176R106       13G                           Page 2 of 6 Pages       
1.Names of Reporting Persons.  I.R.S. Identification Nos. of above persons      
(entities only):                                                                

Austin W. Marxe and David M. Greenhouse                         

2.      Check the Appropriate Box if a Member of a Group (See   
Instructions):                                                                  
(a)     [    ]          Not Applicable                          
(b)     [    ]                                                  

3.      SEC Use Only                                            

4.      Source of Funds (See Instructions):  00                 

        5.      Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):                                                             
Not Applicable  

 6.      Citizenship or Place of Organization:       United States

Number of       7.      Sole Voting Power:      0               
  Shares Beneficially     8.      Shared Voting Power:    3,196,923*
Owned by                                                        
Each Reporting  9.      Sole Dispositive Power: 0               
Person With     10.     Shared Dispositive Power: 3,196,923*___ 

     11.     Aggregate Amount Beneficially Owned by Each Reporting Person:
3,196,923*                                              

        12.    Check if the Aggregate Amount in Row (11) Excludes Certain Shares
             (See Instructions):                            Not Applicable

     13.     Percent of Class Represented by Amount in Row (11):     6.6%*

 14.     Type of Reporting Person (See Instructions):       IA, IN

* This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse   
(?Greenhouse?).  Marxe and Greenhouse share sole voting and investment power    
over 1,123,952 Common Shares and 2,049,536 warrants to purchase 2,072,971       
common shares owned by Special Situations Private Equity Fund, L.P. See Items   
2 and 4 of this Schedule for additional information.                            

                                                               Page 3 of 6 Pages
Item 1. Security and Issuer:                                                    
(a) House of Taylor Jewelry, Inc.                               
(b) 9200 Sunset Blvd., Suite 425, West Hollywood, CA 90069      
Item 2. (a)     Name of Person Filing:                                          
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM   
Investment Company, Inc. (?AWM?). Marxe and Greenhouse are members of MG        
Advisers L.L.C. (?MG?), the general partner of Special Situations Private       
Equity Fund, L.P. (?SSPE?). AWM serves as the investment adviser SSPE. (SSPE    
will hereafter be referred to as, the ?Fund?).  The principal business of each  
Fund is to invest in equity and equity-related securities and other securities  
of any kind or nature.                                                          

          (b) Address of Principal Business Office or, if none, Residence:

The principal business address for Marxe and Greenhouse is 527  
Madison Avenue, Suite 2600, New York, NY  10022.                                

(c) Citizenship:                                    

        Austin W. Marxe and David M. Greenhouse are United
States citizens.                                                                

(d) Title of Class of Securities:  Common Stock     
(e) CUSIP Number:  44176R106.       

Item 3.     If this statement is filed pursuant to $240.13d-1(b) or 240.13d-    
2(b), check whether                                                             
the person filing is a:    Not Applicable       

(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 $240.13d                       
-1(b)(I)(ii)(E);                                
(f) ( ) An employee benefit plan or endowment fund in accordance with           
$240.13d-1(b)(I)(ii)(F);                                                        

                                                               Page 4 of 6 Pages

(g) ( ) A parent holding company or control person in accordance with           
$240.13d-                                                                       
1(b)(1)(ii)(G);                                                 
(h) ( )         A savings association as defined in Section 3(b) of the Federal 
Deposit Insurance                                                               

Act;                                                            
(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 $240.13d-1(b)(1)(ii)(J).              

Item 4.       Ownership:                                                        

(a) Amount Beneficially Owned:  Messrs. Marxe and Greenhouse  
beneficially own a total 1,123,952 Common Shares and 2,049,536 warrants to      
purchase 2,072,971 common shares.  This amount includes 1,123,952 Common        
Shares and 2,049,536 warrants to purchase 2,072,971 common shares owned by      
SSPE.                                                                           

    (b) Percent of Class:  Messrs. Marxe and Greenhouse beneficially own
6.6% of the shares outstanding. SSPE owns 6.6% of the outstanding shares.       

(c) Number of Shares as to which the person has:                

    (i)     Sole power to vote or to direct the vote:  0

              (ii)    Shared power to vote or to direct the vote:  3,196,923

                (iii)   Sole power to dispose or to direct the disposition of: 0

(iv)    Shared power to dispose or to direct the disposition of:                
3,196,923                                                                       

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 that 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                                                                      

Item 9. Notices of Dissolution of Group:  Not applicable.                       

                                                               Page 5 of 6 Pages

Item 10.Certification:                                                          

        By signing below I certify that, to the best of my knowledge and belief,
the securities                                                                  
referred to above were acquired and are held in the ordinary course of          
business and 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.                                                                        

Dated: February 11, 2009                                                        

   /s/ Austin W. Marxe
AUSTIN W. MARXE 

     /s/David M Greenhouse
   DAVID M. GREENHOUSE

Attention:  Intentional misstatements or omissions of fact constitute Federal   
criminal violations (See 18 U.S.C. 1001).                                       

                                                               Page 6 of 6 Pages

JOINT FILING AGREEMENT                                                          

      Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13G to which this agreement is attached is filed on behalf of each of them.     

/s/_Austin W. Marxe                                             
Austin W. Marxe                                                                 

/s/_David M. Greenhouse                                         
David M. Greenhouse                                                             

-6-                                                                             

S5313/1                                                                         
1319328.02                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/13/09		13F-HR,  SC 13G,  SC 13G/A
		2/11/09
		12/31/08		13F-HR,  4
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