SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

ExpressJet Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

30218U306

(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:

x Rule 13d-1(b)

¨ 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. 30218U306 Page 2 of 7

1)	Names of Reporting Persons:             Genworth Financial Wealth Management, Inc., successor by merger to Genworth Financial Asset Management, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3)	SEC Use Only
4)	Citizenship or Place of Organization             California

Number of   Shares   Beneficially   Owned by   Each   Person   With	5)    Sole Voting Power                 0 (See Item 4 of this Schedule 13G.)
	6)    Shared Voting Power                 168,241 (See Item 4 of this Schedule 13G.)
	7)    Sole Dispositive Power                 0 (See Item 4 of this Schedule 13G.)
	8)    Shared Dispositive Power                 168,241 (See Item 4 of this Schedule 13G.)

9)	Aggregate Amount Beneficially Owned by Each Reporting Person             168,241 shares (See Item 4 of this Schedule 13G.)
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11)	Percent of Class Represented by Amount in Item 9             0.9% (See Item 4 of this Schedule 13G.)
12)	Type of Reporting Person (See Instructions)             IA

CUSIP No. 30218U306 Page 3 of 7

1)	Names of Reporting Persons:             Centurion Capital Group, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3)	SEC Use Only
4)	Citizenship or Place of Organization             Arizona

Number of   Shares   Beneficially   Owned by   Each   Person   With	5)    Sole Voting Power                 0 (See Item 4 of this Schedule 13G.)
	6)    Shared Voting Power                 168,241 (See Item 4 of this Schedule 13G.)
	7)    Sole Dispositive Power                 0 (See Item 4 of this Schedule 13G.)
	8)    Shared Dispositive Power                 168,241 (See Item 4 of this Schedule 13G.)

9)	Aggregate Amount Beneficially Owned by Each Reporting Person             168,241 shares (See Item 4 of this Schedule 13G.)
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11)	Percent of Class Represented by Amount in Item 9             0.9% (See Item 4 of this Schedule 13G.)
12)	Type of Reporting Person (See Instructions)             HC

CUSIP No. 30218U306 Page 4 of 7

1)	Names of Reporting Persons:             Genworth Financial, Inc.
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3)	SEC Use Only
4)	Citizenship or Place of Organization             Delaware

Number of   Shares   Beneficially   Owned by   Each   Person   With	5)    Sole Voting Power                 0 (See Item 4 of this Schedule 13G.)
	6)    Shared Voting Power                 168,241 (See Item 4 of this Schedule 13G.)
	7)    Sole Dispositive Power                 0 (See Item 4 of this Schedule 13G.)
	8)    Shared Dispositive Power                 168,241 (See Item 4 of this Schedule 13G.)

9)	Aggregate Amount Beneficially Owned by Each Reporting Person             168,241 shares (See Item 4 of this Schedule 13G.)
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11)	Percent of Class Represented by Amount in Item 9             0.9% (See Item 4 of this Schedule 13G.)
12)	Type of Reporting Person (See Instructions)             HC

Page 5 of 7

ITEM 1.	(A)	NAME OF ISSUER:
		ExpressJet Holdings, Inc.
	(B)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE
		700 North Sam Houston Parkway West Suite 200 Houston, TX 77067
ITEM 2.	(A)	NAME OF PERSONS FILING: Genworth Financial Wealth Management, Inc. (“GFWM”) Centurion Capital Group, Inc. (“Centurion”) Genworth Financial, Inc. (“Genworth Financial”) Centurion is the direct parent of GFWM and Genworth Financial is the direct parent of Centurion and the indirect parent of GFWM. An agreement among GFWM, Centurion and Genworth Financial that this statement be filed on behalf of each of them is attached hereto as Exhibit 99.1.
	(B)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE: Genworth Financial Wealth Management, Inc. 16501 Ventura Blvd., Suite 201 Encino, CA 91436 Centurion Capital Group, Inc. 16501 Ventura Blvd., Suite 201 Encino, CA 91436 Genworth Financial, Inc. 6620 West Broad Street Richmond, VA 23230
	(C)	CITIZENSHIP OR PLACE OF ORGANIZATION: Genworth Financial Wealth Management, Inc. – California Centurion Capital Group, Inc. – Arizona Genworth Financial, Inc. – Delaware
	(D)	TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share (“Common Stock”)
	(E)	CUSIP NUMBER 30218U306
ITEM 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	x	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). (Genworth Financial Wealth Management, Inc.)
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
	(g)	x	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). (Centurion Capital Group, Inc. and Genworth Financial, Inc.)
	(h)	¨	A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(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 (15 U.S.C. 80a-3).
	(j)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Page 6 of 7

ITEM 4.	OWNERSHIP.
	(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.
	GFWM, successor by merger to Genworth Financial Asset Management, Inc., is an investment adviser, registered pursuant to the Investment Advisers Act of 1940, as amended, and is the beneficial owner, as defined in Rule 13d-3 of the Act, of the Common Stock on behalf of its clients.
	As of December 31, 2008, GFWM was the beneficial owner of 168,241 shares of Common Stock of the Issuer, representing approximately 0.9% of the shares of Common Stock outstanding (based on 18,945,532 shares reported as outstanding as of November 10, 2008, by the Issuer in its quarterly report on Form 10-Q for the period ended September 30, 2008, filed on November 12, 2008).
	Centurion, as the direct parent of GFWM, and Genworth Financial, as the direct parent of Centurion and the indirect parent of GFWM, may be deemed to beneficially own the shares of Common Stock managed by GFWM.
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  x.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	GFWM is a registered investment adviser pursuant to the Investment Advisers Act of 1940, as amended, and is the beneficial owner, as defined in Rule 13d-3 of the Act, of the Common Stock on behalf of its clients. Each client of GFWM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock it owns and to request to vote proxies related to the shares of Common Stock. To the knowledge of GFWM, the interest of any one client does not exceed 5% of the Common Stock.
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.	NOTICE OF DISSOLUTION OF GROUP
	Not Applicable.
ITEM 10.	CERTIFICATION.
	By signing below we certify that, to the best of our 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.

Page 7 of 7

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

Genworth Financial Wealth Management, Inc.
By:	/s/    Regina Fink
Name:	Regina Fink
Title:	Vice President and Secretary
Centurion Capital Group, Inc.
By:	/s/    Regina Fink
Name:	Regina Fink
Title:	Vice President, Senior Counsel and Secretary
Genworth Financial, Inc.
By:	/s/    Patricia Merrill
Name:	Patricia Merrill
	as Attorney-in-Fact

EX-99.1

Exhibit 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigneds and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigneds in accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: February 11, 2009

Genworth Financial Wealth Management, Inc.
By:	/s/    Regina Fink
Name:	Regina Fink
Title:	Vice President and Secretary
Centurion Capital Group, Inc.
By:	/s/    Regina Fink
Name:	Regina Fink
Title:	Vice President, Senior Counsel and Secretary
Genworth Financial, Inc.
By:	/s/    Patricia Merrill
Name:	Patricia Merrill
	as Attorney-in-Fact

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

The undersigned, Genworth Financial, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of J. Philip Hart, Patricia Merrill, Christine A. Ness, Richard J. Oelhafen, Jr. and Michael W. Shepherd as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of the Corporation with regard to any securities owned by Genworth Financial Wealth Management, Inc., Centurion Capital Group, Inc. or any of their respective subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Schedules, forms, documents, acknowledgements, consents and other agreements executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

This Power of Attorney shall remain in effect until December 31, 2009, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

		Genworth Financial, Inc.
DATED:	February 11, 2009	SIGNED:	/s/    Ward E. Bobitz
			Ward E. Bobitz
			Vice President and Assistant Secretary