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(1)	In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover any additional shares of the Registrant’s common stock ("Common Stock") that become issuable under the Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of Common Stock.

(2)

This Registration Statement covers an aggregate of 3,393,608 shares of Common Stock consisting of (i) 3,000,000 shares not previously registered and issuable in respect of awards to be granted under the Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (the "Plan") and (ii) an additional 393,608 shares that are subject to awards under the Flagstar Bancorp, Inc. 2006 Equity Incentive Plan, previously registered on Form S-8 (File No. 333-198320), that may be issued under the Plan pursuant to its share counting rules upon the cancellation, expiration, forfeiture, settlement in cash or other termination without delivery of such awards.

(3)	Estimated solely for the purpose of determining the registration fee and computed in accordance with Rule 457(c) and 457(h) under the Securities Act. Such computation is based on the average of the high and low prices reported for shares of Common Stock on the New York Stock Exchange on May 17, 2016.

(4)	The filing fee with respect to these shares was previously paid.

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1.	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed on March 14, 2016;

2.	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as filed on May 10, 2016;

3.	The Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on April 12, 2016; and

4.	The description of the Common Stock as contained in the Registrant’s Registration Statement on Form 8-A, as filed with the Commission on June 28, 2001 (File No. 001-16577), including any amendment or report filed for the purpose of updating such description.

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3.1	Second Amended and Restated Articles of Incorporation of Flagstar Bancorp, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-16577), filed with the Commission on March 16, 2015, and incorporated herein by reference)

3.2	Sixth Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-16577), filed with the Commission on February 2, 2009, and incorporated herein by reference)

4.1	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-21621), filed with the Commission on April 30, 1997, and incorporated by reference herein)

4.2	Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 12, 2016, and incorporated by reference herein)

5.1	Opinion of Counsel (filed herewith)

23.1	Consent of PricewaterhouseCoopers, LLP (filed herewith)

23.2	Consent of Baker Tilly Virchow Krause, LLP (filed herewith)

23.3	Consent of Counsel (included in opinion filed as Exhibit 5.1)

24.1	Powers of Attorney (included on the signature page of this Registration Statement)

(a)	The Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

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(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

The Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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3.1	Second Amended and Restated Articles of Incorporation of Flagstar Bancorp, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-16577), filed with the Commission on March 16, 2015, and incorporated herein by reference)

3.2	Sixth Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-16577), filed with the Commission on February 2, 2009, and incorporated herein by reference)

4.1	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-21621), filed with the Commission on April 30, 1997, and incorporated by reference herein)

4.2	Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 12, 2016, and incorporated by reference herein)

5.1	Opinion of Counsel (filed herewith)

23.1	Consent of PricewaterhouseCoopers, LLP (filed herewith)

23.2	Consent of Baker Tilly Virchow Krause, LLP (filed herewith)

23.3	Consent of Counsel (included in opinion filed as Exhibit 5.1)

24.1	Powers of Attorney (included on the signature page of this Registration Statement)