Mail Stop 4561


								July 22, 2005


By U.S. Mail and facsimile to (248) 312-6833

Mr. Michael W. Carrie
Chief Financial Officer
Flagstar Bancorp, Inc.
5151 Corporate Drive
Troy, Michigan 48098-2639

Re: 	Flagstar Bancorp, Inc.
      	Form 8-K filed June 25, 2005
      	File No. 1-16577


Dear Mr. Carrie:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. From your disclosures in the second bullet of the fourth
paragraph, it appears that your certifying officers continue to
believe that your disclosure controls and procedures were
effective
as of March 31, 2005 and that their conclusion in your Form 10-Q/A
filed June 16, 2005 that such controls were ineffective was solely
the result of your independent auditor, Grant Thornton`s,
position.
Furthermore, the last two sentences of your Form 8-K make the
actual
conclusions of your certifying officers unclear. Please revise
your
Form 8-K to state, in clear and unqualified language, the
conclusions
reached by your chief executive officer and your chief financial
officer on the effectiveness of your disclosure controls and
procedures as of March 31, 2005.  Tell us your basis for such
conclusion.

2. In the event that you continue to believe that your disclosure
controls and procedures were effective as of March 31, 2005 but
were
determined to be ineffective based on Grant Thornton`s position,
please revise to report this event as a disagreement under Item
304
(a)(1)(iv) of Regulation S-K.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and response to our
comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.







You may direct any questions regarding this comment to me at (202)
551-3426.


								Sincerely,



								Angela Jackson
								Staff Accountant
??

(..continued)







Mr. Michael W. Carrie
Flagstar Bancorp, Inc.
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