Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
BREAKWELL SIMON J
2. Date of Event Requiring Statement (MM/DD/YYYY) 8/29/2012
3. Issuer Name and Ticker or Trading Symbol
HOMEAWAY INC [AWAY]

(Last)        (First)        (Middle)
1011 W. 5TH STREET, SUITE #300
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
AUSTIN, TX 78703

(City)              (State)              (Zip) 5. 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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Stock Options (Right to Buy) ⁽¹⁾ 8/29/2022 Common Stock 32135 $23.51 D

Explanation of Responses:

( 1) Vests in thirty-six (36) equal monthly installments beginning August 29, 2012.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

BREAKWELL SIMON J
1011 W. 5TH STREET
SUITE #300
AUSTIN, TX 78703 X

Signatures

Melissa Fruge, as Attorney In Fact for Simon J. Breakwell 8/31/2012

^** 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 5(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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Stock Options (Right to Buy)	⁽¹⁾	8/29/2022	Common Stock	32135	$23.51	D

LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned

hereby makes, constitutes and appoints each of Brian H. Sharples, Lynn

Atchison and Melissa Fruge, and each of their successors in the offices of Chief

Executive Officer, Chief Financial Officer, Secretary or Vice President of Legal

of HomeAway, Inc. (the "Company"), as the undersigned's true and lawful

attorney-in-fact (each, an "Attorney-in Fact"), with full power of substitution

and resubstitution, each with the power to act alone for the undersigned and in

the undersigned's name, place and stead, in any and all capacities to:

        1.        prepare, execute, deliver and file with the United States

Securities and Exchange Commission, any national securities exchange and the

Company any and all reports (including any amendment thereto) of the

undersigned required or considered advisable under Section 16(a) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the

rules and regulations thereunder, with respect to the equity securities of the

Company, including Form 3 (Initial Statement of Beneficial Ownership of

Securities), Form 4 (Statement of Changes in Beneficial Ownership) and Form 5

(Annual Statement of Changes in Beneficial Ownership) and any successor

forms thereto; and

        2.        seek or obtain, as the undersigned's representative and on the

undersigned's behalf, information on transactions in the Company's equity

securities from any third party, including the Company, brokers, dealers,

employee benefit plan administrators and trustees, and the undersigned hereby

authorizes any such third party to release any such information to the Attorney-

in-Fact.

        The undersigned acknowledges that:

        1.        this Limited Power of Attorney authorizes, but does not

require, the Attorney-in-Fact to act at his or her discretion on information

provided to such Attorney-in-Fact without independent verification of such

information;

        2.        any documents prepared and/or executed by the Attorney-in-

Fact on behalf of the undersigned pursuant to this Limited Power of Attorney

will be in such form and will contain such information as the Attorney-in-Fact,

in his or her discretion, deems necessary or desirable;

        3.        neither the Company nor the Attorney-in-Fact assumes any

liability for the undersigned's responsibility to comply with the requirements of

Section 16 of the Exchange Act, any liability of the undersigned for any failure

to comply with such requirements, or any liability of the undersigned for

disgorgement of profits under Section 16(b) of the Exchange Act; and

        4.        this Limited Power of Attorney does not relieve the

undersigned from responsibility for compliance with the undersigned's

obligations under Section 16 of the Exchange Act, including, without, limitation,

the reporting requirements under Section 16(a) of the Exchange Act.

        The undersigned hereby grants to the Attorney-in-Fact full power and

authority to do and perform each and every act and thing requisite, necessary or

convenient to be done in connection with the foregoing, as fully, to all intents

and purposes, as the undersigned might or could do in person, hereby ratifying

and confirming all that the Attorney-in-Fact, or his or her substitute or

substitutes, shall lawfully do or cause to be done by authority of this Limited

Power of Attorney.  This Limited Power of Attorney shall remain in full force

and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with

respect to the undersigned's holdings of and transactions in equity securities of

the Company, unless earlier revoked by the undersigned in a signed writing

delivered to the Attorney-in-Fact.  This Limited Power of Attorney shall be

governed and construed in accordance the laws of the State of Texas without

regard to the laws that might otherwise govern under applicable principles of

conflicts of laws thereof.

       IN WITNESS WHEREOF, the undersigned has caused this Limited

Power of Attorney for Section 16(a) Reporting to be executed as of  August 30,

2012.

Signature:        /s/ Simon J. Breakwell

Print Name:    Simon J. Breakwell

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	8/29/2022	Common Stock	32135	$23.51	D

Explanation of Responses:
( 1)	Vests in thirty-six (36) equal monthly installments beginning August 29, 2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BREAKWELL SIMON J 1011 W. 5TH STREET SUITE #300 AUSTIN, TX 78703	X

Signatures
Melissa Fruge, as Attorney In Fact for Simon J. Breakwell		8/31/2012
^** 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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.