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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Combes Genevieve Claire 		2. Issuer Name and Ticker or Trading Symbol

ZIPREALTY INC [ ZIPR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Tech. & Ops. Strategy
(Last)          (First)          (Middle)

2000 POWELL STREET, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/15/2010
(Street)

EMERYVILLE, CA 94608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/15/2010     A    1315   A $4.22   16569   (1) (2) (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (right to buy)   $3.20                    8/1/2009   (4) 7/23/2016   Common Stock   4167     4167   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (4) 7/23/2016   Common Stock   2500     2500   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (4) 7/23/2016   Common Stock   5834     5834   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (4) 7/23/2016   Common Stock   10000     10000   D    
Stock Option (right to buy)   $3.20                    8/1/2009   (5) 7/23/2016   Common Stock   40000     40000   D    
Stock Option (right to buy)   $5.97                    8/9/2007   (6) 8/8/2016   Common Stock   40000     40000   D    
Stock Option (right to buy)   $7.11                    3/27/2008   (7) 3/26/2017   Common Stock   40000     40000   D    
Stock Option (right to buy)   $4.97                    5/21/2009   (8) 5/20/2018   Common Stock   45000     45000   D    

Explanation of Responses:
( 1)  These shares include 15,000 shares of restricted stock granted on February 12, 2009, of which 7,500 vested on August 12, 2009, and 7,500 shall vest on February 12, 2010, less 2,682 shares previously surrendered to satisfy a tax withholding obligation on those vested shares, in accordance with the terms of the related Restricted Stock Award Agreement. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s).
( 2)  These shares include 3,764 shares of restricted stock granted on August 21, 2009, of which 1,882 vested on January 1, 2010, and 1,882 shall vest on July 1, 2010, less 828 shares previously surrendered to satisfy a tax withholding obligation on those vested shares, in accordance with the terms of the related Restricted Stock Award Agreement. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s).
( 3)  These shares include 1315 shares of restricted stock granted on January 15, 2010, as reported herein. All of the shares subject to the stock award shall vest on July 1, 2010, in accordance with the terms of a Restricted Stock Award Agreement entered into under the Company's 2004 Equity Incentive Plan. This vesting schedule is subject to the employee remaining in a service relationship with the Company on such dates and also to change-of-control terms contained in separate agreement(s).
( 4)  Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price equal to or greater than $8.00 per share. In exchange for every two Eligible Options surrendered at this exercise price, the reporting person received one New Option with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.
( 5)  Pursuant to the option exchange program of ZipRealty, Inc. ("Issuer"), Issuer canceled a 10-year option granted to the reporting person with an exercise price between $4.59 and $7.99 per share. In exchange for every three Eligible Options surrendered at this exerise price, the reporting person received two New Options with a seven-year life at an exercise price of $3.20 per share, which was the closing sale price of Issuer's common stock on the NASDAQ Global Market on July 24, 2009. The New Options vest at the rate of 1/36 per month on the first date of each month until fully vested, subject to the reporting person remaining a service provider to Issuer.
( 6)  One-fourth of the shares subject to the option vested and became exercisable on August 9, 2007, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 7)  One-fourth of the shares subject to the option vested and became exercisable on March 27, 2008, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.
( 8)  One-fourth of the shares subject to the option vested and became exercisable on May 21, 2009, and one forty-eighth of the shares shall vest and become exercisable on the first day of each calendar month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Combes Genevieve Claire
2000 POWELL STREET
SUITE 300
EMERYVILLE, CA 94608

SVP, Tech. & Ops. Strategy

Signatures
/s/ David A. Rector, Attorney-in-Fact 1/19/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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