8-K

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): March 31, 2010

Flagstar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation) 1-16577
(Commission File
Number) 38-3150651
(I.R.S. Employer
Identification No.)

5151 Corporate Drive, Troy, Michigan
(Address of principal executive offices) 48098
(Zip Code)

(248) 312-2000
(Registrant’s telephone number, including area code)

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 8.01. Other Events.

On March 31, 2010, the Company issued a press release announcing the closing of its previously announced common stock offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.		Exhibit Description
	99.1	Press Release, dated March 31, 2010

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.

	FLAGSTAR BANCORP, INC.
Dated: March 31, 2010	By:	/s/ Paul D. Borja
		Paul D. Borja
		Executive Vice-President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE
For more information, contact:

Paul D. Borja
Executive Vice President / CFO
(248) 312-2000

FOR IMMEDIATE RELEASE

Flagstar Bancorp, Inc. Closes Common Stock Offering

TROY, Mich., March 31, 2010 — Flagstar Bancorp, Inc. (NYSE: FBC) (the “Company”), the holding company for Flagstar Bank, FSB, announced today that it has completed its previously announced registered offering of 575 million shares of common stock, which includes 75 million shares issued pursuant to the underwriters’ over-allotment option, which was exercised in full on March 29, 2010. The offering resulted in aggregate net proceeds of approximately $276.1 million, after deducting underwriting fees and estimated offering expenses. The public offering was underwritten by Sandler O’Neill & Partners, L.P., as book-running manager, and Keefe, Bruyette & Woods, Inc., as co-manager.

The Company is a savings and loan holding company headquartered in Michigan with $14.0 billion in total assets as of December 31, 2009. At December 31, 2009, the Company operated 165 banking centers in Michigan, Indiana and Georgia and 23 home loan centers in 14 states and originates residential mortgage loans nationwide.