FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * HAMMOND MARK T   2. Issuer Name and Ticker or Trading Symbol FLAGSTAR BANCORP INC [(NYSE:FBC)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 5151 CORPORATE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/29/2005 (Street) TROY, MI 48098 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Flagstar Bancorp, Inc. Common Stock 11/29/2005   M   202,500 A $ 1.96 223,923 D   Flagstar Bancorp, Inc. Common Stock 11/29/2005   M   103,768 A $ 3.2 327,691 D   Flagstar Bancorp, Inc. Common Stock 11/29/2005   M   330,958 A $ 4.83 658,649 D   Flagstar Bancorp, Inc. Common Stock 11/29/2005   M   162,774 A $ 5.01 821,423 D   Flagstar Bancorp, Inc. Common Stock               4,720,713 I By Trust Flagstar Bancorp, Inc. Common Stock               2,009 (1) I By Wife Flagstar Bancorp, Inc. Common Stock               51,042 (1) I By Wife's Trust Flagstar Bancorp, Inc. Common Stock               4,280.66 (1) (2) I By Wife's 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 1.96

11/29/2005

M

202,500

(3)

06/19/2010

Common Stock

202,500

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 3.2

11/29/2005

M

103,768

(4)

01/25/2010

Common Stock

103,768

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 4.83

11/29/2005

M

330,958

(5)

01/23/2011

Common Stock

330,958

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 5.01

11/29/2005

M

162,774

(6)

05/22/2011

Common Stock

162,774

$ 0

35,226 (7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HAMMOND MARK T 5151 CORPORATE DRIVE TROY, MI 48098	X		President and CEO

Signatures

/s/ Mark T. Hammond		11/29/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Mr. Hammond disclaims beneficial ownership of these shares pursuant to Rule 16a-1(a)(4).
(2)	Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents is based on the closing price of Flagstar Bancorp, Inc. common stock on November 28, 2005.
(3)	These options vested on June 19, 2004.
(4)	These options vested on January 25, 2004.
(5)	These options vested in three installments of 60,954 on January 23, 2003, 90,000 on January 23, 2004 and 180,004 on January 23, 2005.
(6)	These options vested in three installments of 49,500 on May 22, 2003, 49,500 on May 22, 2004 and 63,774 on May 22, 2005.
(7)	These options vested on May 22, 2005.

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