UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 23, 2009

Tree.com, Inc.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code:   (704) 541-5351

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                                          Entry into a Material Definitive Agreement.

On January 23, 2009, the Registrant, through its subsidiary Home Loan Center, Inc., mutually agreed with Countrywide Bank, FSB to extend the term of its $50 million committed line of credit to February 23, 2009 and to revise the interest rate to 30-day LIBOR plus 225 basis points.  In addition to certain amendments to the financial covenants, the parties also mutually agreed to reduce the uncommitted line of credit from $150 million to $50 million.  Both parties continue to work on a one-year extension of the committed facility.

Item 5.02.                                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2009, the Company’s Board of Directors appointed Patrick L. McCrory as a director of the Company.  The Board of Directors determined that Mr. McCrory qualifies as an “independent” director, and appointed him to serve on the Company’s Compensation and Nominating Committees.  A copy of the related press release is furnished as Exhibit 99.1 hereto.

Item 9.01.                                          Financial Statements and Exhibits.

(d) Exhibit.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: January 29, 2009

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EXHIBIT INDEX

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Exhibit 99.1

Contacts:
Jason Schugel (Investors)
877-640-4856
tree.com-investor.relations@tree.com

Allison Vail (Media)
704-943-8339
allison.vail@lendingtree.com

Patrick L. McCrory Joins the Board of Directors of Tree.com, Inc.

CHARLOTTE, N.C., January 26, 2009 – Tree.com, Inc. (NASDAQ: TREE) today announces the appointment of Patrick L. McCrory to the company’s Board of Directors.  Mr. McCrory is a partner with McCrory & Company and is also serving his seventh and final term as the Mayor of Charlotte, N.C.

“We are honored to welcome Pat to the Tree.com Board of Directors and look forward to the insights and perspectives that his career in the private and public sectors will provide,” said Doug Lebda, chairman and CEO of Tree.com.  “Pat brings a tremendous wealth of experience and wisdom to Tree.com and will add a unique point of view to the company’s strategic direction.”

Mr. McCrory has a distinguished and nationally recognized leadership record in the public and private sectors.  Prior to joining McCrory & Company, Mr. McCrory had an extensive career with Duke Energy where he worked for nearly 30 years in several top management positions.  In addition, Mr. McCrory is serving his final term as the longest-running Mayor of Charlotte, N.C., was formerly the Chair of the U.S. Conference of Mayors (USCM) Community Development and Housing Committee, the Chair of the USCM Energy and Environmental Committee, and was also appointed by President George W. Bush to the Homeland Security Advisory Committee in 2003.

About Tree.com, Inc.

Tree.com, Inc. (NASDAQ: TREE) is the parent of several brands and businesses in the financial services and real estate industries including LendingTree, LendingTree Loans sm, GetSmart.com, HomeLoanCenter.com, RealEstate.com, iNest.com, and RealEstate.com, REALTORS®.  Together, they serve as an ally for consumers who are looking to comparison shop loans, real estate and other financial products from multiple businesses and professionals who compete for their business.

Tree.com, Inc. is headquartered in Charlotte, N.C. and maintains operations solely in the United States. For more information, please visit www.tree.com.

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