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): December 10, 2008

Flagstar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan	1-16577	38-3150651
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	Number)	Identification No.)
5151 Corporate Drive, Troy, Michigan		48098
(Address of principal executive offices)		(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))

TABLE OF CONTENTS

EX-99.1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On December 10, 2008, Flagstar Bancorp, Inc. (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) that the Company did not satisfy one of the NYSE’s standards for continued listing applicable to its common stock. The NYSE noted specifically that the Company was “below criteria” for the NYSE’s price criteria for common stock because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30-trading-day period ending on December 9, 2008. The NYSE’s price criteria standard requires that any listed security trade at a minimum average closing share price of $1.00 during any consecutive 30-trading-day period.

Under the NYSE’s rules, in order to cure the deficiency for this continued listing standard, the Company’s common stock share price and the average share price over a consecutive 30-trading-day period both must exceed $1.00 within six months following receipt of the non-compliance notice. The Company has not yet determined the specific action or response to take in response to the NYSE’s notice. During this six-month period, the Company's stock will remain listed on the NYSE.

Item 9.01 Financial Statements and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.	Exhibit Description
99.1	Press release of Flagstar Bancorp, Inc. dated December 16, 2008

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: December 16, 2008	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 Receives Notification from NYSE about Non-Compliance with a Continued Listing Standard

TROY, Mich. (December 16, 2008) — Flagstar Bancorp, Inc. (NYSE:FBC) announced today that, on December 10, 2008, the New York Stock Exchange (the “NYSE”) provided notice to the company that it did not satisfy one of the NYSE’s standards for continued listing applicable to the company’s common stock. The NYSE noted specifically that the company was “below criteria” for the NYSE’s price criteria for common stock because the average closing price of the company’s common stock was less than $1.00 per share over a consecutive 30-trading-day period ending on December 9, 2008.

Under NYSE policy, in order to cure the deficiency for this continued listing standard, the company’s common stock share price and the average share price over a consecutive 30-trading-day period both must exceed $1.00 within six months following receipt of the non-compliance notice. The NYSE also notified the company that the NYSE has the right to reevaluate continued listing determinations with respect to qualitative listing standards, including an abnormally low selling price at sustained levels.

The company’s common stock remains listed on the NYSE under the symbol “FBC”, but the NYSE will assign a “.BC” indicator to the symbol to denote that the company is below the quantitative continued listing standards. As required by the NYSE’s rules, in order to maintain the listing, the company will notify the NYSE, within 10 business days of receipt of the non-compliance notice, of its intent to cure this price deficiency.

Flagstar Bancorp, with $14.2 billion in total assets, is the largest publicly held savings bank headquartered in the Midwest. At September 30, 2008, Flagstar operated 173 banking centers in Michigan, Indiana and Georgia and 111 home loan centers in 21 states. Flagstar Bank originates loans nationwide and is one of the leading originators of residential mortgage loans.

The information contained in this release is not intended as a solicitation to buy Flagstar Bancorp, Inc. stock and is provided for general information. This release contains certain statements that may constitute “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements include statements about the company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions, that are subject to significant risks and uncertainties, and are subject to change based upon various factors (some of which may be beyond the Company’s control). The words “may,” “could,” “should,” “would,” “believe,” and similar expressions are intended to identify forward-looking statements.