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): October 27, 2008

Brooke Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Kansas	001-31698	48-1009756
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8500 College Boulevard, Overland Park, Kansas		66210-1837
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (913) 383-9700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On October 27, 2008, Carl Baranowski resigned as Chief Executive Officer of Brooke Corporation. He remains Senior Vice President and General Counsel of Brooke Corporation and President of Brooke Bancshares, Inc., direct parent of Generations Bank.

On October 30, 2008, Travis W. Vrbas resigned as Chief Financial Officer of Brooke Corporation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2008, Brooke Corporation received notice of delisting of its common stock from NASDAQ. This delisting was made under Marketplace Rules 4300, 4450(f) and IM-4300.

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.

	Brooke Corporation
October 31, 2008	By:	/s/ Carl Baranowski
		Name: Carl Baranowski
		Title: General Counsel