UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Mark One

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Flagstar Bank 401(k) Plan

          B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Flagstar Bancorp, Inc.
5151 Corporate Drive
Troy, MI 48098

 

 

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm			3
Financial Statements
Statements of Net Assets Available for Benefits			4
Statement of Changes in Net Assets Available for Benefits			5
Notes to Financial Statements			6
Supplemental Information
Schedule H, line 4i — Schedule of Assets (Held at End of Year)			11
Signatures			16
Exhibit — 23			17
Consent of Independent Registered Public Accounting Firm			18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of
Flagstar Bank 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of Flagstar Bank 401(k) Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, line 4i—Schedule of Assets (Held at End of Year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.

/s/ Virchow, Krause & Company, LLP

Southfield, Michigan
June 30, 2008

Flagstar Bank 401(k) Plan

		December 31,
		2007				2006
Assets
Investments — at fair value
Flagstar Bancorp, Inc. common stock		$	10,815,307			$	12,889,505
Mutual funds			72,982,751				65,638,131
Money market funds			6,995,741				7,857,193
Common collective trust fund			11,124				38,753
Participant loans			3,204,057				2,829,076
Total investments			94,008,980				89,252,658
Receivables:
Participant contributions			—				6,552
Other			3,484				64,880
Total receivables			3,484				71,432
Total assets			94,012,464				89,324,090
Liabilities
Refundable contributions			205,744				206,334
Total liabilities			205,744				206,334
Net assets available for benefits		$	93,806,720			$	89,117,756

The accompanying notes are an integral part of these statements.

Flagstar Bank 401(k) Plan

		For the Year Ended
		December 31, 2007
Additions
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments		$	170,539
Interest and dividends			930,897
Total investment income			1,101,436
Contributions:
Participant			9,744,172
Company			3,407,923
Rollovers			1,306,499
Total contributions			14,458,594
Total additions			15,560,030
Deductions
Deductions from net assets attributed to:
Participant benefits paid /deemed distributions			10,792,407
Administrative fees			78,659
Total deductions			10,871,066
Net increase			4,688,964
Net assets available for benefits:
Beginning of year			89,117,756
End of year		$	93,806,720

The accompanying notes are an integral part of this statement.

Flagstar Bank 401(k) Plan

Note A — Description of Plan

The following description of the Flagstar Bank 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all employees of Flagstar Bancorp, Inc. (the “Company”) who have met the eligibility service requirements. An employee is eligible to participate in the Plan after three months of service and is age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Contributions

Eligible employees may contribute up to 60% in 2007 and 2006 up to the statutory limits ($15,500 in 2007 and $15,000 in 2006) per annum, of their eligible compensation to the Plan. Participants that meet certain criteria may make additional “catch-up” contributions of up to $5,000 in 2007 and in 2006. Participants may also contribute amounts representing rollover contributions from other qualified defined benefit or defined contribution plans. The Company matches employee contributions up to 3.0% per annum of the employee’s compensation, up to a maximum contribution of $6,750, excluding the catch-up contributions. The Company may make discretionary contributions to the Plan. No discretionary contributions were made in 2007 or 2006. All contributions are invested in accordance with the participant’s directive.

Vesting

Participants are immediately vested in their voluntary contributions. Vesting in the Company contributions and related earnings is based on years of service. A participant becomes 100% vested in Company contributions after five years of credited service.

Participants Accounts

Each participant’s account is credited with the participant’s contribution, the Company contribution made on the employee’s behalf and an allocation of Plan earnings based on the employee’s account balance. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Participant Loans

Participant loans are permitted by the Plan. Participants may borrow a minimum of $1,000 up to the lesser of $50,000 or 50% of the participant’s vested account balance, reduced by the highest outstanding loan balance in the preceding 12 months. All loans must be repaid in level payments through after-tax payroll deductions over a five-year period or up to 10 years for the purchase of a primary residence. The loans are collateralized by up to 50% of a participant’s account balance and bear interest at rates ranging from 5.00% — 9.25%, as determined by the Plan administrator.

Flagstar Bank 401(k) Plan
Notes to Financial Statements — Continued
December 31, 2007 and 2006

Payment of Benefits

Upon termination of services, retirement, attainment of age 59-1/2, death or disability, the participant or his or her beneficiaries are entitled to receive a distribution based on the vested amount of his or her account. A participant may also receive a distribution of his or her vested account balance in the case of financial hardship subject to the discretion of the Plan’s administrator.

Forfeitures

If a participant terminates employment, any non-vested portion of the participant’s account is forfeited. Forfeitures are applied to plan expenses and any amounts remaining are then used to reduce the contributions of the Company. Forfeited non-vested accounts totaled $450,000 at December 31, 2007 and $368,000 at December 31, 2006. In 2007, Company contributions were reduced by $593,000 from forfeited non-vested accounts.

Note B — Summary of Accounting Policies

A summary of the significant accounting polices consistently applied in the preparation of the accompanying financial statements follows.

Basis of Accounting

The accompanying financial statements have been prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are stated at fair value based upon current quoted market prices. Shares of mutual funds and common collective trust funds are valued at the net asset value of shares held by the Plan at year end. Participant’s loans are valued at their outstanding balances, which approximates their fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefits are recorded when paid.

New Accounting Pronouncement

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the impact of the adoption of this statement.

Flagstar Bank 401(k) Plan
Notes to Financial Statements — Continued
December 31, 2007 and 2006

Note C — Investments

The following presents investments that represent 5% or more of the Plan’s net assets.

December 31, 2007		Number of Shares				Fair Value
Flagstar Bancorp, Inc. Common Stock			1,551,694			$	10,815,307
Fidelity Retirement Government Money Market Fund			5,445,684				5,445,684
Mutual Funds
Fidelity Growth Company Fund			118,569				9,838,844
Fidelity Dividend Growth Fund			263,244				7,739,360
Fidelity Mid-Cap Stock Fund			263,343				7,700,150
Fidelity Spartan U.S. Equity Index Fund			115,435				5,991,055
Fidelity Diversified International Fund			193,116				7,705,322

December 31, 2006		Number of Shares				Fair Value
Flagstar Bancorp, Inc. Common Stock			868,565			$	12,889,505
Fidelity Retirement Government Money Market Fund			5,754,828				5,754,828
Mutual Funds
Fidelity Growth Company Fund			124,051				8,647,616
Fidelity Dividend Growth Fund			255,708				8,100,816
Fidelity Mid-Cap Stock Fund			257,917				7,515,699
Fidelity Spartan U.S. Equity Index Fund			122,223				6,133,162
Fidelity Diversified International Fund			182,737				6,752,137

During 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

Flagstar Bancorp, Inc. common stock		$	(6,991,116	)
Mutual funds			7,160,020
Common collective trust fund			1,635
Total		$	170,539

Note D — Parties-In-Interest

Certain plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, those transactions qualify as party-in-interest transactions. Pursuant to the Plan agreement, the Company may pay a portion of the administrative expenses of the Plan, at its discretion. Expenses paid to the trustee by the Company amounted to $70,500 in 2007. In addition, the Plan trades in the common stock of the Company.

During 2007 dividends on Flagstar Bancorp, Inc. common stock paid to eligible plan participants was approximately $342,000.

Flagstar Bank 401(k) Plan
Notes to Financial Statements — Continued
December 31, 2007 and 2006

Note E — Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to provisions of ERISA. In the event of termination of the Plan, the assets of the Plan shall be distributed to all participants to the extent of the value of each participant’s account after adjustment for liquidation expenses, which were not paid by the Company. In the event of the Plan termination, participants would become 100% vested in their Company contributions.

Note F — Tax Status

The Internal Revenue Service has determined and informed the Company by a letter dated December 5, 2001, that the Plan and related trusts are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan was amended, subsequent to the application for favorable determination above, however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.

Note G — Risks and Uncertainties

The Plan provides for various investment options in any combination of equity securities, bonds, fixed income securities and other investments with market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

Note H — Amounts Owed to Participants Withdrawing from the Plan

The Plan had no liability to participants who had withdrawn from the Plan as of December 31, 2007 and 2006, respectively.

Note I — Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of statements of net assets available for benefits and the statement of changes in net assets available for benefits per the financial statements to the Form 5500.

		December 31,
		2007				2006
Net assets per financial statements		$	93,806,720			$	89,117,756
Refundable contributions			—				206,334
Net assets per Form 5500		$	93,806,720			$	89,324,090
Contributions per financial statements		$	14,458,594			$	12,376,176
Refundable contributions			(206,334	)			193,081
Contributions per Form 5500		$	14,252,260			$	12,569,257

Supplemental Information

Flagstar Bank 401(k) Plan

Schedule H, line 4i — Schedule of Assets (Held at End of Year)

(b) Identity of issue, borrower,

c) Description of investment including maturity date,

(a)

lessor or similar party

rate of interest, collateral, par, or maturity value

(d) Cost

(e) Current value

Flagstar Bancorp, Inc

1,551,694 shares of Common Stock

*

*

$

10,815,307

FMTC

Institutional Cash Portfolio

*

*

988,144

ABF

International Equity PA

*

*

7,320

ABF

Large Cap Value Portfolio

*

*

53,291

AIM

Small Cap Growth Is

*

*

23

AIM

Mid Cap Core Equity Fund — Class A

*

*

6,890

AIM

Dynamics Investment Fund

*

*

23

AIM

Global Aggressive Growth Class A Fund

*

*

16,256

AIM

Basic Value A

*

*

198

ALL/BERN

Small/ Mid Cap Val A

*

*

793

ALLNZ

CCM Mid Cap Administrative Fund

*

*

4,818

ALLNZ

NFJ Small Cap Value Fund — Administrative Class

*

*

23

AM

Central Ultra Investment Fund

*

*

4,587

AM

CENT VISTA INV

*

*

8,178

Ariel

Appreciation Fund

*

*

36,738

Ariel

Fund

*

*

58,145

Artisan

International Fund

*

*

26,222

Artisan

Mid Cap Value Fund

*

*

54,066

Baron

Small Cap Fund

*

*

53,017

Baron

Asset Fund

*

*

39,355

Col/Acorn

Select Fund — Class Z

*

*

139,518

Credit Suisse

Global Fixed Income Fund — Common Shares

*

*

12,439

Credit Suisse

Large Cap Growth Com

*

*

4,434

DWS

International S

*

*

22,793

DWS

Global Opps S

*

*

22,128

DWS

Dividend High Return Equity Class A

*

*

5,917

*

Fidelity

Retirement Government Money Market

*

*

5,445,684

*

Fidelity

Retirement Money Market Portfolio

*

*

561,912

*

Fidelity

Managed Income Portfolio

*

*

11,124

*

Fidelity

Spartan U.S. Equity Index Fund

*

*

5,991,055

*

Fidelity

Spartan Total Market Index Fund

*

*

48,584

*

Fidelity

Spartan Extended Market Index

*

*

22,200

*

Fidelity

Aggressive International Fund

*

*

22,408

*

Fidelity

Disciplined Equity Fund

*

*

92,101

*

Fidelity

Real Estate Investment

*

*

143,997

*

Fidelity

Large Cap Growth Fund

*

*

58,803

Flagstar Bank 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007

(b) Identity of issue, borrower,

c) Description of investment including maturity date,

(a)

lessor or similar party

rate of interest, collateral, par, or maturity value

(d) Cost

(e) Current value

*

Fidelity

Mid Cap Growth Fund

*

*

30,615

*

Fidelity

Total Bond Fund

*

*

14,462

*

Fidelity

Aggressive Growth Fund

*

*

54,861

*

Fidelity

Balanced Fund

*

*

96,945

*

Fidelity

Blue Chip Growth Fund

*

*

49,828

*

Fidelity

Canada Fund

*

*

587,091

*

Fidelity

Capital & Income Fund

*

*

273,591

*

Fidelity

Capital Appreciation Fund

*

*

106,548

*

Fidelity

Dividend Growth Fund

*

*

7,739,360

*

Fidelity

Diversified International Fund

*

*

7,705,322

*

Fidelity

Equity-Income II Fund

*

*

2,440

*

Fidelity

Equity-Income Fund

*

*

2,086,426

*

Fidelity

Europe Fund

*

*

31,844

*

Fidelity

Export and Multinational Fund

*

*

96,427

*

Fidelity

Fifty Fund

*

*

10,180

*

Fidelity

Freedom 2000 Fund

*

*

317,409

*

Fidelity

Freedom 2010 Fund

*

*

1,512,552

*

Fidelity

Freedom 2020 Fund

*

*

1,575,771

*

Fidelity

Freedom 2030 Fund

*

*

2,005,226

*

Fidelity

Freedom 2040 Fund

*

*

1,435,520

*

Fidelity

Freedom Income Fund

*

*

363,045

*

Fidelity

Ginnie Mae Fund

*

*

32,927

*

Fidelity

Growth Company Fund

*

*

9,838,844

*

Fidelity

Independence Fund

*

*

2,245,744

*

Fidelity

International Discovery Fund

*

*

183,468

*

Fidelity

Japan Fund

*

*

38,489

*

Fidelity

Low-Priced Stock Fund

*

*

2,806,570

*

Fidelity

Mid-Cap Stock Fund

*

*

7,700,150

*

Fidelity

Mortgage Securities Fund

*

*

4,107

*

Fidelity

New Markets Income Fund

*

*

272,358

*

Fidelity

Puritan Fund

*

*

6,817

*

Fidelity

Small Cap Stock Fund

*

*

47,927

*

Fidelity

Small Capital Retirement Fund

*

*

1,115,758

*

Fidelity

Trend Fund

*

*

678

*

Fidelity

U.S. Bond Index Fund

*

*

3,312,822

*

Fidelity

Value Fund

*

*

195,527

*

Fidelity

Worldwide Fund

*

*

3,084

Flagstar Bank 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007

(b) Identity of issue, borrower,

c) Description of investment including maturity date,

(a)

lessor or similar party

rate of interest, collateral, par, or maturity value

(d) Cost

(e) Current value

*

Fidelity

Large Cap Stock Fund

*

*

147,306

*

Fidelity

Fidelity Fund

*

*

636

*

Fidelity

Contrafund

*

*

994,715

*

Fidelity

Investment Growth Bond Fund

*

*

3,753

*

Fidelity

Growth and Income Fund

*

*

54,555

*

Fidelity

Government Income Fund

*

*

40,001

*

Fidelity

Overseas Fund

*

*

206,574

*

Fidelity

Leveraged Company Stock Fund

*

*

1,064,336

*

Fidelity

Pacific Basin Fund

*

*

126,454

*

Fidelity

OTC Portfolio

*

*

81,928

*

Fidelity

Asset Mgr 70%

*

*

10,494

*

Fidelity

INTM Govt Income

*

*

1,352

*

Fidelity

NASDAQ Comp Index

*

*

282

*

Fidelity

Intl Real Estate

*

*

245,941

*

Fidelity

Convertible Securities Fund

*

*

2,009

*

Fidelity

Utilities Fund

*

*

276,000

*

Fidelity

Emerging Markets Fund

*

*

881,936

*

Fidelity

Focused Stock Fund

*

*

6,545

*

Fidelity

Global Balanced Fund

*

*

25,823

*

Fidelity

Small Cap Independent Fund

*

*

44,731

*

Fidelity

Latin America Fund

*

*

1,912,487

*

Fidelity

Southeast Asia Fund

*

*

1,953,275

*

Fidelity

Strategic Income Fund

*

*

62,595

*

Fidelity

Short Term Bond Fund

*

*

1,067

*

Fidelity

Large Cap Value Fund

*

*

74,185

*

Fidelity

Inflation Prot Bond Fund

*

*

36,593

*

Fidelity

Real Estate Income Fund

*

*

29,973

*

Fidelity

Blue Chip Value Fund

*

*

9,853

*

Fidelity

Mid Cap Value Fund

*

*

28,858

*

Fidelity

Freedom 2005 Fund

*

*

10,318

*

Fidelity

Freedom 2015 Fund

*

*

126,811

*

Fidelity

Freedom 2025 Fund

*

*

158,835

*

Fidelity

Freedom 2035 Fund

*

*

366,165

*

Fidelity

Europe Cap Appreciation Fund

*

*

43,176

*

Fidelity

Strategic Dividend and Income Fund

*

*

12,165

*

Fidelity

Small Cap Growth Fund

*

*

17,261

Flagstar Bank 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007

(b) Identity of issue, borrower,

c) Description of investment including maturity date,

(a)

lessor or similar party

rate of interest, collateral, par, or maturity value

(d) Cost

(e) Current value

*

Fidelity

Small Cap Value Fund

*

*

46,881

*

Fidelity

Value Strategies Fund

*

*

95,989

*

Fidelity

Intermediate Bond Fund

*

*

19,416

Fidelity

Stock Selector

*

*

4,754

Fidelity

Asset Mgr 85%

*

*

5,174

Fidelity

Mega Cap Stock

*

*

1,666

Fidelity

INST SH INT GOVT

*

*

11

Fidelity

Freedom 2045

*

*

84,054

Fidelity

Freedom 2050

*

*

160,993

FMA

Small Company IS

*

*

6,483

Franklin

Small-Mid Cap Growth Fund — Class A

*

*

1,557

Hartford

Growth Y Fund

*

*

6,078

LB

Core Bond NB Investment

*

*

335

LD Abbett

Small Cap Build — Class A

*

*

45,665

LD Abbett

Affiliated A

*

*

57,466

LM

Value Trust Fidelity Class

*

*

47,651

LMP

Aggressive Growth A

*

*

61,545

LMP

Large Cap Growth A

*

*

2,035

Loomis

Small Cap Value R

*

*

20,226

Managers

Bond Fund

*

*

39,465

Managers

Special Equity

*

*

1,136

Managers

Value Fund

*

*

2,115

Managers

AMG ES LG CP GR

*

*

33

MSIFT

US Large Cap Growth P

*

*

3,716

MSIFT

Emerging Markets P

*

*

59,385

MSIFT

International Equity P

*

*

3,956

MSIFT

High Yield Advance Fund

*

*

16

MSIFT

MidCap Gth Adv.

*

*

18,987

Mutual

Discovery Fund — Class A

*

*

149,631

Mutual

Shares — Class A

*

*

58,180

NB

Partners Trust Fund

*

*

9,540

NB

International Fund Trust

*

*

15,615

NB

Regency Trust

*

*

50

The Oakmark

Equity and Income Fund

*

*

134,685

The Oakmark

Select I

*

*

791,275

The Oakmark

Fund I

*

*

37,815

Flagstar Bank 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2007

(b) Identity of issue, borrower,

c) Description of investment including maturity date,

(a)

lessor or similar party

rate of interest, collateral, par, or maturity value

(d) Cost

(e) Current value

PIM

Global Band AD Unhedged Fund

**

11,321

PIMCO

High Yield — Administration Class

**

19,820

PIMCO

Long Term Government — Administrative Class

**

2,691

PIMCO

Real Return Bond — Admin.

**

6,856

PIMCO

Total Return Fund — Administrative Class

**

120,851

PIMCO

Low DUR Administration Fund

**

7,617

PNX

Mid Cap Value A

**

23,335

Rainier

Small Mid Cap Fund

**

136,737

Royce

Value Plus Ser

**

177,611

Royce

Opportunity S Fund

**

4,909

Royce

Total Return SER

**

1,025

RS

Partners Fund

**

34,511

RS

Value Fund

**

12,630

RS

Emerging Growth A

**

2,672

Templeton

Foreign Fund — Class A

**

74,364

Templeton

Foreign Small Company — Class A

**

23,172

Templeton

Dev Markets Fund — Class A

**

150,298

Templeton

Growth Fund — Class A

**

50,403

Templeton

World Fund — Class A

**

20,666

Templeton

Global Bond Fund — Class A

**

93,117

Touchstn

SC SEL GR Z

**

1,669

Van Kampen

Growth and Income Fund — Class A

**

12,021

Van Kampen

Equity Income — Class A

**

42,584

WFA

Small Cap Value — Class Z

**

39,053

WFA

C&B Mid Cap Value Fund D

**

2,981

WFA

Mid Cao DSCPLD Investment

**

221

Interest rates ranging from 5% to 9.25% with various

*

Participant Loans

maturity dates

-0-

3,204,057

$

94,008,980

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description		Page No.
23		Consent of Independent Registered Public Accounting Firm			18