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 * JANNOTTA EDGAR D JR   2. Issuer Name and Ticker or Trading Symbol HOMEBANC CORP [HMB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2002 SUMMIT BOULEVARD, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2005 (Street) ATLANTA, GA 30319 4. If Amendment, Date 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 (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 01/28/2005   A   63 (1) A $ 0 3,442 D   Common Stock               56,166 (2) I See footnote (2) Common Stock               6,134,957 (3) I See footnote (3) Common Stock               4,250,000 (3) I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JANNOTTA EDGAR D JR 2002 SUMMIT BOULEVARD SUITE 100 ATLANTA, GA 30319	X

Signatures

/s/ Alana L. Griffin, Attorney-in-Fact		02/01/2005
**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)	Represents the acquisition of additional restricted stock units ("RSUs") acquired pursuant to a dividend equivalent rights feature of previously granted RSUs awarded under the HomeBanc Corp. Amended and Restated 2004 Long-Term Incentive Plan. The RSUs will be settled for shares of HMB common stock on a one-for-one basis.
(2)	HBMC Holdings, LLC ("Holdings LLC") is the direct beneficial owner of 56,166 shares reported in Table I. GTCR Rauner, L.L.C. ("GTCR") is the general partner of GTCR Co-Invest, L.P., which is a member of Holdings LLC. As such, GTCR may be deemed to be the beneficial owner of the 56,166 shares held directly by Holdings LLC. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the 56,166 shares held directly by Holdings LLC to the extent of the Reporting Person's indirect proportionate interest in Holdings LLC. The Reporting Person disclaims beneficial ownership of the 56,166 shares held by Holdings LLC except to the extent of his pecuniary interest therein.
(3)	Holdings LLC is the direct beneficial owner of 6,134,957 reported in Table I. GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of 4,250,000 shares reported in Table I. GTCR is the general partner of GTCR Partners VII, L.P. ("GTCR Partners VII"), which is the general partner of GTCR Fund VII, L.P. ("Fund VII") and Fund VII/A, and Fund VII is a member of Holdings LLC. As such, GTCR and GTCR Partners VII may be deemed to be beneficial owners of 6,134,957 shares held directly by Holdings LLC and 4,250,000 shares held directly by Fund VII/A. The Reporting Person disclaims beneficial ownership of the 6,134,957 shares held by Holdings LLC and 4,250,000 shares held by Fund VII/A except to the extent of his pecuniary interest therein.

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