SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* KIMBERLIN KEVIN (Last) (First) (Middle) 535 MADISON AVENUE 18TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HOME DIRECTOR INC [ HMDR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2003
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/26/2003		S4	78,065	D	$0.9349	0	I	See Notes(1)(2)
Common Stock							8,727	I	See Notes(3)(4)
Common Stock							165,360	I	See Note(5)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$1.068						(6)	12/09/2008	Common Stock	657,845		657,845	I	See Note(3)
Warrant	$1.178						(6)	12/19/2008	Common Stock	306,795		306,795	I	See Note(3)
Warrant	$0.36						(6)	10/11/2010	Common Stock	2,565		2,565	I	See Note(3)
Warrant	$115.01						(6)	04/03/2010	Common Stock	78,178		78,178	I	See Note(3)
Warrant	$115.01						(6)	07/06/2010	Common Stock	17,391		17,391	I	See Note(3)
Warrant	$3.63						(6)	12/18/2007	Common Stock	407,323		407,323	I	See Note(3)
Warrant	$25.4						(6)	02/05/2005	Common Stock	10,630		10,630	I	See Note(1)

Explanation of Responses:

1. Holdings of Spencer Trask Investment Partners LLC ("STIP"), a Delaware limited liability company, of which the reporting person is a non-member manager.

2. 78,065 shares were acquired upon the conversion of convertible notes of a predecessor company upon merger of the predecessor company into the Issuer on 12/19/2002. This number differs from the 74,412 shares reported on the Form 3 filed 03/28/2003 (when the Reporting Person became subject to reporting obligations under the Securities Exchange Act of 1934, as amended, upon the filing of the Issuer's Form 8-A) to the extent that an additional 3,653 shares were acquired as a result of interest earned on the convertible notes prior to their conversion.

3. Holdings of Spencer Trask Ventures, Inc. ("STVI"), a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporting person is the controlling shareholder.

4. This amends the information reported in Tab I, Column 5 of the Form 4 filed 01/05/2004.

5. Reflects 110,240 shares held by Spencer Trask Private Equity Fund I and 55,120 shares held by Spencer Trask Private Equity Fund II (collectively, the "Funds"). The reporting person is approximately an 80% owner of the entity that is a 100% owner of the manager of the Funds. The shares were acquired by the Funds on 12/19/2002 and are being reported here to consolidate reporting of the holdings of the Funds with the other holdings reported herein.

6. Warrants are currently exercisable.

	/S/KEVIN B. KIMBERLIN	02/11/2004
	** Signature of Reporting Person	Date
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