8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 23, 2006

Date of report (Date of earliest event reported)

FIELDSTONE INVESTMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-50938	74-2874689
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11000 Broken Land Parkway, Suite 600
Columbia, Maryland 21044

(Address of Principal Executive Offices)

(410) 772-7200

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 23, 2006, Fieldstone Mortgage Investment Corporation (“FMIC”), a wholly owned subsidiary of Fieldstone Investment Corporation (the “Company”), closed a securitization and the related offering of approximately $926.9 million of notes by Fieldstone Mortgage Investment Trust, 2006-1 (the “Trust”).  The securitization involved the issuance of three classes of senior notes and eleven classes of subordinated notes.  The Company retained the Class M10 and M11 notes, which collectively represents approximately $22.9 million in principal amount.  The securitization is structured as an on balance sheet financing.  The notes not retained by the Company are treated as debt for both tax and financial reporting purposes.  All of the notes represent obligations of the Trust.

The securitization features credit enhancement in the form of excess interest (including net swap receipts under an interest rate swap agreement), overcollateralization, and subordination. The initial level of overcollateralization for the notes is approximately $6.1 million. In addition, the Company has made certain representations and warranties concerning the mortgage loans securing the notes. In the event of a breach of a representation or warranty with respect to a mortgage loan, the Company may be required either to repurchase such mortgage loan from the Trust or, under certain circumstances, to substitute a mortgage loan having characteristics substantially similar to the mortgage loan subject to the breach of the representation or warranty.

A copy of the press release announcing this securitization transaction is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	Press release dated March 23, 2006 announcing a $926.9 million asset-backed securitization.

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SIGNATURES

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.

	FIELDSTONE INVESTMENT CORPORATION
Date: March 28, 2006	By:	/s/ Michael J. Sonnenfeld
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:	11000 BROKEN LAND PARKWAY
CONTACT:	COLUMBIA, MARYLAND 21044
Investor Relations	WWW.FIELDSTONEINVESTMENT.COM
Tel: 410-772-5160
Toll-free: 866-438-1088
investors@FieldstoneInvestment.com

FIELDSTONE INVESTMENT CORPORATION
CLOSES $926.9 MILLION ASSET-BACKED SECURITIZATION

COLUMBIA, MARYLAND, March 23, 2006-Fieldstone Investment Corporation (NASDAQ: FICC) today announced the securitization by its affiliate, Fieldstone Mortgage Investment Corporation (FMIC), and the related offering of approximately $926.9 million of notes by Fieldstone Mortgage Investment Trust, 2006-1. The assets of the trust include conventional, adjustable rate and fixed-rate mortgage loans secured by first and second liens on residential properties that were originated by Fieldstone Mortgage Company, Fieldstone Investment Corporation’s mortgage origination subsidiary.

Lead manager for the transaction is Bear, Stearns & Co. Inc., with Credit Suisse Securities (USA) LLC, Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as co-managers.

The securitization involved the issuance of three classes of senior notes and eleven classes of subordinated notes offered pursuant to the prospectus supplement and accompanying prospectus. Below is a summary of the notes:

	CLASS PRINCIPAL		EXPECTED	RATING
CLASS	AMOUNT		INTEREST RATE	MOODY’S	S&P
A1	$	378,966,000	1 MO LIBOR + 0.080%	Aaa	AAA
A2	$	342,689,000	1 MO LIBOR + 0.190%	Aaa	AAA
A3	$	20,547,000	1 MO LIBOR + 0.270%	Aaa	AAA
M1	$	33,588,000	1 MO LIBOR + 0.360%	Aa1	AA+
M2	$	30,789,000	1 MO LIBOR + 0.380%	Aa2	AA+
M3	$	17,727,000	1 MO LIBOR + 0.390%	Aa3	AA
M4	$	15,861,000	1 MO LIBOR + 0.500%	A1	AA
M5	$	14,928,000	1 MO LIBOR + 0.530%	A2	AA-
M6	$	14,461,000	1 MO LIBOR + 0.580%	A3	A+
M7	$	13,529,000	1 MO LIBOR + 1.100%	Baa1	A
M8	$	11,663,000	1 MO LIBOR + 1.300%	Baa2	A-
M9	$	9,330,000	1 MO LIBOR + 2.300%	Baa3	BBB
M10	$	5,598,000	5.00% Fixed	Not Rated	BBB
M11	$	17,260,000	5.00% Fixed	Not Rated	BBB-
TOTAL	$	926,936,000

The securitization is structured as an on-balance sheet financing. All of the notes represent obligations of Fieldstone Mortgage Investment Trust, 2006-1, a Delaware statutory trust. Fieldstone will use substantially all of the net proceeds from the securitization to relieve outstanding financing obligations secured by the mortgage loans and to fund a pre-funding account related to the notes offering.

Copies of the prospectus supplement and accompanying prospectus relating to the notes may be obtained from FMIC by contacting 866-365-FMIC (3642).

About Fieldstone Investment Corporation

Fieldstone Investment Corporation owns and manages a portfolio of non-conforming mortgage loans originated primarily by its mortgage origination subsidiary, Fieldstone Mortgage Company. Fieldstone has elected to be a real estate investment trust for federal income tax purposes. Founded in 1995, Fieldstone Mortgage Company is a nationwide residential mortgage banking company that originates non-conforming and conforming residential mortgage loans through over 4,700 independent mortgage brokers serviced by regional wholesale operations centers and a network of retail branch offices located throughout the country. Fieldstone is headquartered in Columbia, Maryland.

About Fieldstone Mortgage Investment Corporation

Fieldstone Mortgage Investment Corporation (FMIC) is a Maryland corporation and a wholly-owned, limited-purpose financing subsidiary of Fieldstone Investment Corporation. FMIC was formed solely for the purposes of facilitating the financing and sale of mortgage loans and mortgage-related assets.

Information Regarding Forward Looking Statements

Certain matters discussed in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws and, if so, are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results and the timing of certain events may differ materially from those indicated by such forward-looking statements due to a variety of risks and uncertainties, many of which are beyond Fieldstone’s ability to control or predict, including but not limited to (i) Fieldstone’s ability to successfully implement or change aspects of its portfolio strategy; (ii) interest rate volatility and the level of interest rates generally; (iii) the sustainability of loan origination volumes and current levels of origination costs; (iv) continued availability of credit facilities for the origination of mortgage loans; (v) the ability to sell or securitize mortgage loans; (vi) deterioration in the credit quality of Fieldstone’s loan portfolio; (vii) the nature and amount of competition; (viii) the impact of changes to the fair value of our interest rate swaps on our net income, which will vary based upon changes in interest rates and could cause  net income to vary significantly from quarter to quarter; and (ix) other risks and uncertainties outlined in Fieldstone Investment Corporation’s periodic reports filed with the Securities and Exchange Commission from time to time. These statements are made as of the date of this press release, and Fieldstone undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.