Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HARRIS ROBERT L
   2. Issuer Name and Ticker or Trading Symbol
Tree.com, Inc. [TREE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, LendingTree
(Last)
(First)
(Middle)
11115 RUSHMORE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/20/2008
(Street)

CHARLOTTE, NC 28277		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/22/2008		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 08/20/2008   J(1)   646 A $ 0 646 D  
Common Stock 08/20/2008   F(2)   11 D $ 0 635 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Option to Purchase Common Stock $ 9.96 08/20/2008   J(3)   360   08/20/2008 12/20/2012 Common Stock 360 $ 0 360 D  
Restricted Stock Units (4) 08/20/2008   J   17,408     (5)   (5) Common Stock 17,408 $ 0 17,408 D  
Restricted Stock Units (4) 08/20/2008   J   12,243     (6)   (6) Common Stock 12,243 $ 0 12,243 D  
Restricted Stock Units (4) 08/20/2008   J   9,140     (7)   (7) Common Stock 9,140 $ 0 9,140 D  
Restricted Stock Units (4) 08/20/2008   J   3,573     (8)   (8) Common Stock 3,573 $ 0 3,573 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARRIS ROBERT L
11115 RUSHMORE DRIVE
CHARLOTTE, NC 28277		       President, LendingTree  

Signatures

 /s/ Jacqueline Jones as Attorney-in-Fact for Robert L. Harris   02/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the acquisition of common stock, par value $0.01, of Tree.com, Inc. ("Tree.com") in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Tree.com (the "Spin-off"), which was completed following the close of the market on August 20, 2008. The distribution of Tree.com common stock was effected by way of a dividend, pursuant to which holders of IAC common stock on August 11, 2008 received one-thirtieth of one share of Tree.com common stock for every share of IAC common stock held.
(2) Represents the withholding of shares of Tree.com common stock to cover the payment of taxes in connection with the settlement of restricted stock units. No shares of Tree.com common stock were sold in connection with this settlement and related withholding.
(3) In connection with the Spin-off, options to purchase IAC common stock granted prior to December 31, 2007 were converted into options to purchase common stock of each of IAC, HSN, ILG, Ticketmaster and Tree.com, with adjustments (to maintain pre- and post-Spin-off values) to the number of shares of common stock underlying each option and the per share exercise prices to reflect the Spin-off and reverse stock split. The post-conversion stock options have the same vesting and other applicable terms and conditions as such stock options had immediately prior to the Spin-off. Reflects the receipt of options to purchase Tree.com common stock in connection with the adjustment described immediately above.
(4) Each restricted stock unit represents a contingent right to receive one share of Tree.com common stock.
(5) These restricted stock units vest in full on February 6, 2011.
(6) These restricted stock units vest in full on February 16, 2010.
(7) These restricted stock units vest in full on May 14, 2010.
(8) These restricted stock units vest in three equal annual installments beginning on February 16, 2010.

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