SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)^*

LUMINENT MORTGAGE CAPITAL, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

550278303

(CUSIP Number)

Juan C. Bou
Arco Capital Corporation Ltd.
c/o Arco Capital Management LLC
City View Plaza Suite 800
Road 165 Km. 1.2
Guaynabo, PR 00968
(787) 993-9659
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 10, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

^* 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 purposes of Section 18 of the Securities Exchange Act of 1934 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.		550278303


1	NAMES OF REPORTING PERSONS ARCO CAPITAL CORPORATION LTD.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC,OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			38,979,052

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,625,795

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			38,979,052

WITH		10	SHARED DISPOSITIVE POWER

			2,625,795

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	41,604,847

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	49%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		550278303


1	NAMES OF REPORTING PERSONS INTERINVESTCO LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC,OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Deleware

		7	SOLE VOTING POWER

NUMBER OF			2,225,795

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,379,052

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,225,795

WITH		10	SHARED DISPOSITIVE POWER

			39,379,052

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	41,604,847

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	49%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

SCHEDULE 13D

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 21, 2007 (the “Original Schedule 13D”) relating to the common stock, par value $0.001 per share (the “Common Shares”), of Luminent Mortgage Capital, Inc., a Maryland corporation (the “Issuer”) only to reflect the purchase by Interinvestco on August 10, 2007, of call options to purchase up to 9,000 Common Shares on or before January 19, 2008, at a strike price of $2.50 per Common Share. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings assigned to them in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Sections a and b of Item 5 of the Original Schedule 13D are hereby deleted and replaced in their entirety by the following:

(a), (b) Based on information provided by the Issuer, there were 43,303,004 Common Shares issued and outstanding as of August 17, 2007. As to each Reporting Person, Items (7)-(11) and (13) of the applicable cover page are incorporated herein by reference. Pursuant to the Warrant Agreement, ARCO has the right to purchase, at a price of $0.18 per share, at any time until the fifth anniversary of the date of the Warrant Agreement, a combination of Common Shares and shares of a newly-created class of non-voting preferred stock of the Issuer that in the aggregate represent 51% of the equity of the Issuer. So long as the Issuer’s 8.125% Convertible Senior Notes due 2027 (the “Convertible Notes”) are outstanding and the holders of the Convertible Notes have the right to cause their Convertible Notes to be redeemed following a change in control of the Issuer, the maximum number of Common Shares that may be issued to ARCO upon the exercise of the Warrants granted under the Warrant Agreement is the number that, together with all other Common Shares beneficially owned by ARCO, would result in ARCO owning 49% of the issued and outstanding Common Shares. Based upon 43,303,004 Common Shares outstanding, if ARCO were deemed to be the beneficial owner of the 2,625,795 Common Shares reported in this statement as beneficially owned by other Reporting Persons, the maximum number of Common Shares that ARCO could acquire upon exercise of the Warrants would be 38,979,052. ACM does not directly own any Common Shares or the right to acquire any Common Shares, however ACM acts as ARCO’s investment adviser and accordingly may be deemed to share beneficial ownership of the Common Shares issuable on exercise of the Warrants.

WGC directly owns 150,000 Common Shares (representing approximately 0.35% of the Common Shares outstanding). WGC is wholly owned by Ailsa Craig, which therefore may be deemed to share beneficial ownership of those Common Shares. Jay Johnston, as the general partner of Ailsa Craig, also may be deemed to share beneficial ownership of those Common Shares. Interinvestco owns 2,216,795 Common Shares (representing approximately 5.1% of the Common Shares outstanding). Interinvestco is owned by two trusts whose settlors are Jay Johnston and Robert Koenigsberger. Interinvestco also owns options to purchase up to 9,000 additional Common Shares at a price of $2.50 per share. The options expire on January 19, 2008. If Interinvestco exercises all of the options, it would own 2,225,795 Common Shares (representing approximately 5.1% of the Common Shares outstanding).

Istan owns 250,000 Common Shares (representing approximately 0.58% of the Common Shares outstanding). Istan is wholly owned by Dilek Koenigsberger, who therefore may be deemed to share beneficial ownership of those Common Shares.

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: September 26, 2007

	Arco Capital Corporation Ltd.

	By:	/s/ Francesco N. Piovanetti

		Name:	Francesco N. Piovanetti

		Title:	President and Chief Operating Officer


	Interinvestco LLC

	By:	/s/ Jay Johnston

		Name:	Jay Johnston

		Title:	Manager