SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CENDANT CORP (Last) (First) (Middle) 9 WEST 57TH STREET, 37TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HOMESTORE INC [ HOMS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	12/17/2003		S		1,000,000	D	$3.7	17,131,503	I	See footnote.(1)
Common Stock, par value $0.001 per share	12/17/2003		S(2)		3,400,000	D	$3.33(2)	13,731,503	I	See footnote.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Capped share appreciation rights option (SAR)	(2)	12/17/2003		P(2)		3,400,000		(2)	(2)	Common Stock	3,400,000	(2)	3,400,000	I	See footnote.(1)

Explanation of Responses:

1. By Cendant Membership Services Holdings, Inc. ("Services"), a wholly owned subsidiary of the Reporting Person.

2. On December 17, 2003, Cendant Corporation ("Cendant") entered into a contract with Citibank, N.A. ("Citibank") pursuant to which Cendant will sell 3,400,000 shares of Homestore, Inc. Common Stock ("Stock") to Citibank at $3.33 per share plus a capped share appreciation rights option (the "SAR") from Citibank with respect to the same number of shares of Stock. The SAR and sale of Stock will be settled in ten installments during a ten-trading-day period beginning January 20, 2004 and ending February 2, 2004 (each such trading day, a "Settlement Date"). On each Settlement Date, the settlement price of the portion of the SAR settled on that date will be equal to the excess, if any, of the closing price of Stock on that Settlement Date over $3.33 (any such excess, a "Realization") multiplied by the number of shares of Stock underlying the portion of the SAR settled on such Settlement Date, provided that in no case shall any Realization be more than $0.555 per share.

Remarks:

	Eric J. Bock, Executive Vice President, Law	12/22/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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