UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Neurologix, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b)

o 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 the disclosures provided in a prior cover page.

The information required in 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.		64125U109

*		Formerly known as DaimlerChrysler Corporation Master Retirement Trust
**		Assuming conversion of 180,891 shares of Series C Convertible Preferred Stock into 3,883,729 shares of Common Stock and the exercise of 926,966 Warrants to purchase 926,966 shares of Common Stock.

Item 1		(a) Name of Issuer: Neurologix, Inc. (the “Company”)
		(b) Address of Issuer’s Principal Executive Offices:
				One Bridge Plaza
				Fort Lee, New Jersey 07024
Item 2		(a) Names of Persons Filing:
		Chrysler LLC Master Retirement Trust (formerly known as DaimlerChrysler Corporation Master Retirement Trust), as direct beneficial owner of the Company’s securities (the “Trust”) and the Investment Committee (the “Committee”)
		(b) Address of Principal Business Office or, if none, Residence:
		For the Trust:
				c/o State Street Corporation
				Institutional Investor Services
				Two World Financial Center
				225 Liberty Street, 24th Floor
				New York, NY 10281
		For the Manager:
				1000 Chrysler Drive Auburn Hills, MI 48326
		(c) Citizenship: U.S.A.
		(d) Title of Class of Securities:
		Common Stock, par value $0.001 per share (“Common Stock”).
		(e) CUSIP Number:
		Common Stock: 64125U109
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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
		(e) o An investment adviser in accordance with §240.13d- 1(b)(1)(ii)(E);
		(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

		(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i) o 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) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.		Ownership.
		The Trust is the direct beneficial owner, and the Investment Committee is the indirect beneficial owner, of 175,000 shares of Common Stock, 180,891 shares of Series C Convertible Preferred Stock (the “Series C Stock”) and 926,966 Warrants (the “Warrants”) to purchase Common Stock. Each share of Series C Stock is currently convertible, at the option of the holder, into approximately 21.47 shares of Common Stock and each Warrant is currently exercisable to purchase shares of Common Stock at an exercise price of $2.05 per share.
		(a)   Amount beneficially owned: 4,985,695*
		(b)   Percent of class: 15.7%
		(c)   Number of shares as to which each person has:
				(i) Sole power to vote or to direct the vote: 0
				(ii) Shared power to vote or to direct the vote: 4,985,695*
				(iii) Sole power to dispose or to direct the disposition of: 0
				(iv) Shared power to dispose or to direct the disposition of: 4,985,695*

*		Assuming (i) conversion of the Series C Stock into 3,883,729 shares of Common Stock and (ii) exercise of the Warrants to purchase 926,966 shares of Common Stock.
Item 5.		Ownership of Five Percent or Less of a Class.
		Not applicable.
		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 o.
		Not applicable.
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.		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 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.

Date: March 12, 2008

		CHRYSLER LLC MASTER RETIREMENT TRUST*
				By:		STATE STREET BANK AND TRUST COMPANY, as Directed Trustee
				By:		/s/ Steve Sovany
						Name: Steve Sovany
						Title: Vice President
		CHRYSLER LLC MASTER RETIREMENT TRUST* Investment Committee
		By:				/s/ Robert L. Watson
				Name:		Robert L. Watson
				Title:		Senior Manager, Investment
						Manager/Savings Plans