SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                        ---------------------------

                               SCHEDULE 13D/A
                               (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)*

                            Homestore.com, Inc.
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                              (Name of Issuer)

                  Common Stock, Par Value $0.001 Per Share
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                       (Title of Class of Securities)

                                 437852106
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                               (CUSIP Number)

                             Eric J. Bock, Esq.
            Senior Vice President - Law and Corporate Secretary
                            Cendant Corporation
                             9 West 57th Street
                             New York, NY 10019
                         Telephone: (212) 431-1836
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          (Name, Address and Telephone Number of Person Authorized
                   to Receive Notices and Communications)

                                June 5, 2001
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          (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 /_/.

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

         *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, as amended (the "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. 437852106                13D
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______________________________________________________________________________
  1      NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
         CENDANT CORPORATION (I.R.S. IDENTIFICATION NO. 06-0918165)
______________________________________________________________________________
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) /_/
                                                                       (b) /_/
______________________________________________________________________________
  3      SEC USE ONLY
______________________________________________________________________________
  4      SOURCE OF FUNDS
         OO
______________________________________________________________________________
  5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS              /_/
         REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
______________________________________________________________________________
  6      CITIZENSHIP OR PLACE OF ORGANIZATION

         DELAWARE
______________________________________________________________________________
     NUMBER OF                 7      SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       18,131,543
     OWNED BY                 _________________________________________________
       EACH                    8        SHARED VOTING POWER
     REPORTING
      PERSON                            - 0 -
       WITH                   _________________________________________________
                               9        SOLE DISPOSITIVE POWER

                                        18,131,543
                              _________________________________________________
                              10        SHARED DISPOSITIVE POWER
                                        - 0 -
_______________________________________________________________________________

 11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         18,131,543
_______________________________________________________________________________
 12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES          |_|
_______________________________________________________________________________
 13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         16.9%
_______________________________________________________________________________
 14      TYPE OF REPORTING PERSON
         CO
_______________________________________________________________________________


________________________
* The shares of Homestore.com, Inc. common stock beneficially owned by Cendant
Corporation are held of record by Cendant Membership Services Holdings, Inc., a
wholly-owned subsidiary of Cendant Corporation.

         This Amendment No. 1 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission on February
26, 2001 (the "Statement"). Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Statement. Except as
disclosed herein there has been no change in the information previously
reported on Schedule 13D.

Item 5.           Interest in Securities of the Issuer.

         Item 5 of this Schedule 13D is amended as follows:

         (a) Cendant beneficially owns 18,131,543 shares of Homestore
Common Stock through its wholly owned subsidiary Cendant Membership
Services Holdings, Inc. ("CMS"). Based on the 107,490,834 shares of
Homestore Common Stock that were issued and outstanding as of April 30,
2001, the 18,131,543 shares beneficially owned by Cendant represented 16.9%
of the issued and outstanding shares of Homestore Common Stock on such
date.

         (b) Cendant has the sole power to vote or direct the voting of the
shares of Homestore Common Stock and the sole power to dispose of, or to
direct the disposition of, the shares of Homestore Common Stock.

         (c)      (i) On June 13, 2001, CMS transferred 58,198 shares of
         Homestore Common Stock to R.R. Donnelley & Sons Company
         ("Donnelley"), the record owner of 159,795 shares of Cendant
         common stock designated as Move.com Tracking Stock, par value
         $0.01 per share ("Tracking Stock"), in exchange for one-half of
         such shares of Tracking Stock held by Donnelley. On June 20, 2001,
         CMS transferred an additional 58,197 shares of Homestore Common
         Stock to Donnelley in exchange for the remaining 79,897 shares of
         Tracking Stock held by Donnelley.

                  (ii) On June 12 and June 14, 2001, respectively, CMS
         transferred in the aggregate 374,000 shares of Homestore Common
         Stock to Chatham Holdings, LLC, a Delaware limited liability
         company ("Chatham"), in connection with an earlier agreement
         between Cendant, Cendant Finance Holding Corporation ("Cendant
         Finance"), WMC Finance Co. and Apollo Investment Fund III, L.P.
         (the "Chatham Stock Purchase Agreement"), pursuant to which
         Cendant repurchased 1,561,000 shares of Tracking Stock and
         warrants to acquire 1,561,000 shares of Tracking Stock in exchange
         for 2,606,342 shares of Series E Cumulative Senior Preferred Stock
         of WMC Finance Co.

                  (iii) On June 5, 2001, CMS transferred 1,164,048 shares
         of Homestore Common Stock to LDIG Move, Inc. ("LDIG Move"), a
         wholly owned subsidiary of Liberty Digital, Inc. ("Liberty"), the
         record owner of 1,598,030 shares of Tracking Stock, in exchange
         for all the shares of Tracking Stock held by LDIG Move.

                  (iv) On March 30, 2001, in connection with a
         recapitalization of Travel Portal, Inc. ("Travel Portal"), in
         which Travel Portal ceased to be a wholly owned subsidiary of
         Cendant, Cendant transferred 1,500,000 shares of Homestore Common
         Stock to Travel Portal (the "Travel Portal Homestore Shares") as
         part of a development advance.

                  (v) On March 30, 2001, Cendant contributed 250,000 shares
         of Homestore Common Stock (the "Foundation Homestore Shares") to
         the Cendant Charitable Foundation (the "Foundation"), which shares
         are referred to as the "Existing Shares" in the Stockholders
         Agreement, dated as of October 26, 2000, and effective as of
         February 16, 2001, between Cendant and Homestore.

                  (vi) On March, 28, 2001, CMS transferred 71,028 shares of
         Homestore Common Stock to Joseph Preis and John McWeeny, the
         record owners of 97,512 shares of Tracking Stock, in exchange for
         all the shares of Tracking Stock held by Messrs. Preis and
         McWeeny.

                  (vii) On March, 28, 2001, CMS transferred 4,631 shares of
         Homestore Common Stock to Richard & Sonia Henkin (the "Henkins"),
         the record owners of 6,358 shares of Tracking Stock, in exchange
         for all the shares of Tracking Stock held by the Henkins.

         (d) Subject to the terms of Cendant's Amended and Restated
Certificate of Incorporation relating to shares of Tracking Stock, no other
person is known by Cendant to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Homestore Common Stock obtainable by Cendant.

         (e)      Not applicable.

Item 6.           Contracts, Arrangements, Understandings or Relationships With
                  Respect to Securities of the Issuer.

         Item 4 of this Schedule 13G is hereby amended as follows:

Exchange Agreements

                  CMS and Donnelley entered into an Exchange Agreement,
         dated as of June 12, 2001 (the "Donnelley Exchange Agreement").
         The Donnelley Exchange Agreement provided for CMS to exchange
         58,198 shares of Homestore Common Stock for one-half of the
         159,795 shares of Tracking Stock held by Donnelley. Each of CMS
         and Donnelley made customary representations and warranties in the
         Donnelley Exchange Agreement. CMS and Donnelley also entered into
         a second Exchange Agreement, dated as of June 21, 2001 (the
         "Second Donnelley Exchange Agreement"), pursuant to which CMS
         agreed to exchange 58,197 shares of Homestore Common Stock
         (the "Donnelley Homestore Shares") for the remaining 79,897 shares
         of Tracking Stock held by Donnelley. Donnelley agreed to cause the
         Donnelley Homestore Shares to be sold on or before the close of
         trading on the third trading day following the Closing Date (as
         such term is defined in the Second Donnelley Agreement) with
         Donnelley retaining all of the proceeds of such sale. In the event
         that the proceeds of the sale of the Donnelley Homestore Shares
         were less than $2.5 million, Cendant agreed to pay to Donnelley,
         an amount equal to $2.5 million less the aggregate proceeds of the
         sale of the Donnelley Homestore Shares (the "Donnelley Adjustment
         Amount"). The Donnelley Adjustment Amount was payable by CMS in
         immediately available funds. All of the rights, obligations and
         duties of the parties pursuant to the Donnelley Exchange Agreement
         and the Second Donnelley Exchange Agreement have been satisfied in
         all respects.

                  The Chatham Stock Purchase Agreement, as amended,
         provided for Cendant Finance to repurchase 1,561,000 shares of
         Tracking Stock and warrants to acquire 1,561,000 shares of
         Tracking Stock held by Chatham in exchange for 2,606,342 shares of
         Series E Cumulative Senior Preferred Stock of WMC Finance Co. The
         Chatham Stock Purchase Agreement also provided that in the event
         of a transaction that results in, among other things, the merger,
         consolidation, sale of securities of Move.com or other transaction
         or series of transaction, as a result of which either (a) any
         person or "group" (as defined in Rules 13d-1 and 13d-5 under the
         Exchange Act) becomes the beneficial owner of securities
         representing at least 35% of the outstanding shares of common
         stock of Move.com, the outstanding equity securities of Move.com
         or the outstanding voting securities of Move.com or (b) the
         holders of the voting securities of Move.com issued and
         outstanding prior to such transaction cease to hold at least 65%
         of the issued and outstanding common stock, equity securities or
         voting securities of the surviving entity immediately following
         such transaction (a "Transaction Event"), then Cendant agreed to
         pay to Chatham an amount equal to $10 million (the "Transaction
         Amount") in either (i) shares of (x) common stock, par value $.01
         per share, of Cendant ("Cendant Common Stock"), or (y) Homestore
         Common Stock or (ii) immediately available funds. In the event
         Cendant elected to pay the Transaction Amount in marketable
         securities of Homestore Common Stock or Cendant Common Stock,
         Cendant agreed to cause such securities to be sold on behalf of
         Chatham within 90 days of such Transaction Event with Chatham
         retaining all of the proceeds of such sale. In the event that the
         proceeds of the sale of shares of Cendant Common Stock or
         Homestore Common Stock were less than $10 million, Cendant agreed
         to pay to Chatham, an amount in immediately available funds equal
         to $10 million less the aggregate proceeds of the sale of the
         Cendant Common Stock or Homestore Common Stock. All of the rights,
         duties and obligations of the parties pursuant to the Chatham
         Stock Purchase Agreement have been satisfied in all respects.

                  Cendant, CMS, Liberty and LDIG Move entered into a Stock
         Purchase Agreement, dated as of June 5, 2001 (the "Liberty Stock
         Purchase Agreement"). The Liberty Stock Purchase Agreement
         provided for Cendant, and cause CMS, to exchange 1,164,048 shares
         of Homestore Common Stock (the "Liberty Homestore Shares"), for
         1,598,030 shares of Tracking Stock held by LDIG Move. LDIG Move
         agreed to cause the Liberty Homestore Shares to be sold on or
         before the close of trading on the fifth trading day following the
         Closing Date (as such term is defined in the Liberty Stock
         Purchase Agreement) with LDIG Move retaining all of the proceeds
         of such sale. In the event that the proceeds of the sale of the
         Liberty Homestore Shares were less than $50 million, Cendant
         agreed to pay to LDIG Move, an amount equal to $50 million less
         the aggregate proceeds of the sale of the Liberty Homestore Shares
         (the "Liberty Adjustment Amount"). The Liberty Adjustment Amount
         was payable at the option of Cendant in (i) cash or (ii) a number
         of shares of common stock, par value $.01 per share, of Cendant
         ("Cendant Common Stock") equal to (x) the Liberty Adjustment
         Amount divided by the (y) the average of the per share closing
         prices of Cendant Common Stock on the New York Stock Exchange for
         each trading day during the 10 consecutive trading days
         immediately preceding the date on which all of the Liberty
         Homestore Shares were sold. Each of Cendant, CMS, Liberty and LDIG
         Move made customary representations and warranties in the Liberty
         Stock Purchase Agreement. All of the rights, duties and
         obligations of the parties pursuant to the Liberty Stock Purchase
         Agreement have been satisfied in all respects.

                  CMS and each of Joseph A. Preis and John McWeeny, entered
         into an Exchange Agreement, dated as of March 28, 2001 (the
         "Preis/McWeeny Exchange Agreement"). The Preis/McWeeny Exchange
         Agreement provided for CMS to exchange 71,028 shares of Homestore
         Common Stock for 97,512 shares of Tracking Stock held by Messrs.
         Preis and McWeeny. Each of CMS and Messrs. Preis and McWeeny made
         customary representations and warranties in the Preis/McWeeny
         Exchange Agreement. The Homestore Common Stock received by Messrs.
         Preis and McWeeny was characterized as "restricted securities"
         under the federal securities laws until Homestore filed a
         registration statement on Form S-3 relating to such shares (the
         "Registration Statement") and such Registration Statement is
         declared effective by the SEC (which declaration occurred on June
         4, 2001). All of the rights, duties and obligations of the parties
         pursuant to the Preis/McWeeny Exchange Agreement have been
         satisfied in all respects.

                  CMS, and the Henkins, entered into an Exchange Agreement,
         dated as of March 28, 2001 (the "Henkin Exchange Agreement"). The
         Henkin Exchange Agreement provided for CMS to exchange 4,631
         shares of Homestore Common Stock for 6,358 shares of Tracking
         Stock held by the Henkins. Each of CMS and the Henkins made
         customary representations and warranties in the Henkin Exchange
         Agreement. The Homestore Common Stock received by the Henkins was
         characterized as "restricted securities" under the federal
         securities laws until the Registration Statement is declared
         effective by the SEC (which declaration occurred on June 4, 2001).
         All of the rights, duties and obligations of the parties pursuant
         to the Henkin Exchange Agreement have been satisfied in all
         respects.


Development Agreement

                  Cendant Internet Group, Inc, a wholly owned subsidiary of
         Cendant ("CIG"), and Homestore entered into a Development
         Agreement (the "Development Agreement"), dated as of March 30,
         2001, which contains the following provisions:

         (a) The Call Right - As of March 30, 2001, CIG will have the right
         to purchase (the "Call Right") all or part of the Homestore Common
         Stock owned by Travel Portal. For each of the Travel Portal
         Homestore Shares that CIG purchases pursuant to the Call Right,
         CIG will be required to pay to Travel Portal the closing trading
         price per share of Homestore Common Stock on the day immediately
         prior to the date of such purchase.

         (b) The Put Right - At any time after September 1, 2001, Travel
         Portal shall have the right, but not the obligation, to require
         CIG to purchase all of the Travel Portal Homestore Shares owned by
         Travel Portal at such time (the "Put Right"). For each of the
         Travel Portal Homestore Shares that CIG purchases pursuant to the
         Put Right, CIG will be required to pay to Travel Portal the
         closing trading price per share of Homestore Common Stock on the
         day immediately prior to the date of such purchase.

         (c) Stockholders Agreement - Travel Portal has agreed to be bound
         at all times to the provisions of the Stockholders Agreement.

Letter Agreement

                  Cendant and Homestore entered into a letter agreement
         (the "Letter Agreement"), dated March 30, 2001, waiving certain
         provisions of the Stockholders Agreement in connection with the
         transfer of the Travel Portal Homestore Shares and the Foundation
         Homestore Shares, which Letter Agreement contains the following
         provisions:

         (a) Travel Portal Homestore Shares - In connection with the
         transfer of the Travel Portal Homestore Shares, Cendant has agreed
         as a condition to such transfer to cause Travel Portal to be bound
         by the provisions of the Stockholders Agreement as they pertain to
         such shares.

         (b) Foundation Homestore Shares - In connection with the
         transfer of the Foundation Homestore Shares, Cendant has agreed as
         a condition to such transfer to cause the Foundation to be bound
         by the provisions of the Stockholders Agreement as they pertain to
         such shares.

         (c) Stockholders Agreement - The transfer of the Travel Portal
         Homestore Shares and Foundation Homestore Shares shall not result
         in an increase or decrease of the aggregate number of shares of
         Homestore Common Stock subject to the transfer and volume
         limitations set forth in Section 1.2 of the Stockholders
         Agreement.

                  References to, and descriptions of, the Donnelley
         Exchange Agreement, the Second Donnelley Exchange Agreement, the
         Chatham Stock Purchase Agreement, the Liberty Stock Purchase
         Agreement, the Preis/McWeeny Exchange Agreement, the Henkin
         Exchange Agreement, the Development Agreement and the Letter
         Agreement as set forth above in this Item 6 are qualified in their
         entirety by reference to the copy of each of the Donnelley
         Exchange Agreement, the Second Donnelley Exchange Agreement, the
         Chatham Stock Purchase Agreement, the Preis/McWeeny Exchange
         Agreement, the Henkin Exchange Agreement, the Liberty Stock
         Purchase Agreement, the Development Agreement and the Letter
         Agreement attached as Exhibit 1 through Exhibit 8 to this
         Amendment No. 1 to Schedule 13D, and are incorporated in this Item
         6 in their entirety where such references and descriptions appear.

Item 7.           Material to be Filed as Exhibits.

         Exhibit Description

         1.       Exchange Agreement, dated as of June 12, 2001, by and
                  between Cendant Membership Services Holdings, Inc. and
                  R.R. Donnelley & Sons Company.

         2.       Exchange Agreement, dated as of June 21, 2001, by and
                  between Cendant Membership Services Holdings, Inc. and
                  R.R. Donnelley & Sons Company.

         3.       Stock Purchase Agreement, dated as of November 24, 2000,
                  as amended, by and among Chatham Street Holdings, LLC,
                  Cendant Corporation, Cendant Finance Holding Corporation,
                  WMC Finance Co. and Apollo Investment Fund III, L.P.

         4.       Stock Purchase Agreement, dated as of June 5, 2001, by
                  and among Cendant Corporation, Cendant Membership
                  Services Holdings, Inc., LDIG Move, Inc. and Liberty
                  Digital.

         5.       Exchange Agreement, dated as of March 28, 2001, by and
                  among Cendant Membership Services Holdings, Inc., Joseph
                  A. Preis and John P. McWeeny.

         6.       Exchange Agreement, dated as of March 28, 2001, by and
                  among Cendant Membership Services Holdings, Inc, and each
                  of Richard and Sonia Henkin.

         7.       Development Agreement, dated as of March 30, 2001, by and
                  between Cendant Corporation and Homestore.com, Inc.

         8.       Letter Agreement, dated March 30, 2001, by and between
                  Cendant Corporation and Homestore.com, Inc.


                                 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: July 12, 2001


                                    CENDANT CORPORATION


                                    By: /s/ Eric J. Bock
                                        -------------------------------------
                                          Name:  Eric J. Bock, Esq.
                                          Title: Senior Vice President - Law
                                                   and Corporate Secretary