FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   PATTERSON MARK R 2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2010 3. Issuer Name and Ticker or Trading Symbol FLAGSTAR BANCORP INC [FBC] (Last) (First) (Middle) C/O MP (THRIFT) GLOBAL ADVISERS III LLC, 520 MADISON AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10022-4213 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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
Mandatorily Convertible Non-Cumulative Perpetual Preferred (1)	  (2)	  (3)	Common Stock	177,692,740 (4)	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PATTERSON MARK R C/O MP (THRIFT) GLOBAL ADVISERS III LLC 520 MADISON AVENUE NEW YORK, NY 10022-4213	  X	Â	Â	Â

Signatures

/s/ Robert H. Weiss, Attorney-in-Fact		11/03/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Stock, Series D
(2)	The Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D of Flagstar Bancorp. (the "Issuer") is not convertible until the receipt of approval of such conversion by the stockholders of the Issuer (the "Stockholder Approval") necessary to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock, and upon receipt of the Stockholder Approval, the shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D will automatically convert into shares of Common Stock of the Issuer.
(3)	The Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D has no expiration date.
(4)	Each share of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D is convertible into shares of Issuer's Common Stock at a conversion rate, subject to adjustment, of 20 shares of Issuer's Common Stock for each share of the Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D, or the conversion rate, plus cash in lieu of fractional shares.
  Remarks: See Exhibit 99

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