<PAGE>   1
     As filed with the Securities and Exchange Commission on August 30, 2001
                                                  Registration No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                             FLAGSTAR BANCORP, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                    MICHIGAN                             38-3150651
             --------------------------        ------------------------------
            (State or Other Jurisdiction of          (I.R.S. Employer
            Incorporation or Organization)         Identification No.)

                              5151 CORPORATE DRIVE
                              TROY, MICHIGAN 48098
                             -----------------------
                     (Address of Principal Executive Office)

      FLAGSTAR BANCORP, INC. 1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN
      ---------------------------------------------------------------------
                            (Full title of the Plan)

                    THOMAS J. HAMMOND, CHAIRMAN OF THE BOARD
                           AND CHIEF EXECUTIVE OFFICER
                             FLAGSTAR BANCORP, INC.
                              5151 CORPORATE DRIVE
                              TROY, MICHIGAN 48098
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (248) 312-2000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)


                                   COPIES TO:
                             PAUL D. BORJA, ESQUIRE
                                 KUTAK ROCK LLP
                    1101 CONNECTICUT AVENUE, N.W., SUITE 1000
                           WASHINGTON, D.C. 20036-4374
                              (202) 828-2400
                              (202) 828-2488 (FAX)
          -------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
            Title Of                     Amount                Proposed Maximum          Proposed Maximum              Amount of
           Securities                     To Be                 Offering Price          Aggregate Offering           Registration
        To Be Registered             Registered (1)              Per Share (2)               Price (3)                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                      <C>                          <C>
          Common Stock,
         $.01 par value                 2,067,000                    $23.18                 $47,913,060                 $12,000
===================================================================================================================================
</TABLE>

(1)      Shares are issuable under the Flagstar Bancorp, Inc. 1997 Employees and
         Directors Stock Option Plan (the "Option Plan"), as adjusted to reflect
         a 3-for-2 stock split effected on July 13, 2001 and as such amounts may
         be further increased in accordance with said plan in the event of a
         merger, consolidation, recapitalization, stock dividend, stock split,
         or similar event involving the Registrant. An additional 672,500
         shares, which equals 1,008,750 shares on a post 3-for-2 split basis,
         were previously registered on a Form S-8 dated April 30, 1999 and,
         together with the shares hereby registered, comprise the entire
         3,075,750 shares issuable pursuant to the Option Plan.

(2)      Under Rule 457(h), the shares are being registered based upon the
         average of the high and low selling prices of the common stock of the
         Registrant, as reported on the New York Stock Exchange ("NYSE") on
         August 27, 2001, of $23.18 per share ($47,913,060 in the aggregate).

(3)      Estimated based on (1) and (2) above.



<PAGE>   2



                                     PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *This Registration Statement relates to the registration of 2,067,000
         shares of Common Stock, $.01 par value per share, of Flagstar Bancorp,
         Inc. (the "Company") reserved for issuance and delivery under the
         Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option Plan,
         as amended (the "Plan"). Documents containing the information required
         by Part I of this Registration Statement will be sent or given to
         participants in the Plans as specified by Rule 428(b)(1). Such
         documents are not filed with the Securities and Exchange Commission
         (the "Commission") either as part of this Registration Statement or as
         prospectuses or prospectus supplements pursuant to Rule 424, in
         reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, accordingly,
files periodic reports and other information with the Commission. Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company.
The address for the Commission's Web site is "http://www.sec.gov".

         The following documents filed with the Commission by the Company are
incorporated in this Registration Statement by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000 (Commission File No. 000-22353);

                  (b) The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 2001 and June 30, 2001; and

                  (c) The description of the Company's securities as contained
         in the Company's Registration Statement on Form 8-A as filed with the
         Commission on June 28, 2001.

         All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act after the date hereof and
prior to the filing of a post-effective amendment, that indicates all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTIONS OF SECURITIES

         Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.



<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Restated Articles of Incorporation contain a provision,
authorized by the Michigan Business Corporation Act (the "MBCA"), designed to
eliminate in certain circumstances the personal liability of directors for
monetary damages to the Company or its stockholders for breach of their
fiduciary duty as directors. This provision, however, does not limit the
liability of any director who breached his or her duty of loyalty to the Company
or its stockholders, failed to act in good faith, obtained an improper personal
benefit or paid a dividend or approved a stock repurchase or redemption that was
prohibited under Michigan law. This provision will not limit or eliminate the
rights of the Company or any stockholder to seek an injunction or any other
nonmonetary relief in the event of a breach of director's duty of care. In
addition, this provision applies only to claims against a director arising out
of his or her role as a director and does not relieve a director from liability
unrelated to his or her fiduciary duty of care or from a violation of statutory
law such as certain liabilities imposed on a director under the federal
securities laws.

         The Company's Restated Articles of Incorporation and Bylaws also
provide that the Company shall indemnify all directors and officers of the
Company to the full extent permitted by the MBCA. Under the provisions of the
MBCA, any director or officer who, in his or her capacity as such, is made or
threatened to be made a party to any suit or proceeding, may be indemnified if
the Board determines such director or officer acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company or its stockholders.

         Officers and directors are covered within specified monetary limits by
insurance against certain losses arising from claims made by reason of their
being directors or officers of the Company or of the Company's subsidiaries and
the Company's officers and directors are indemnified against such losses by
reason of their being or having been directors or officers of another
corporation, partnership, joint venture, trust or other enterprise at the
Company's or its subsidiaries' request.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits scheduled to be filed as part of this Registration
Statement are as follows:

      4.1   Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

      4.2   Form of Stock Option Agreement to be entered into with Optionees
            with respect to Incentive Stock Options granted under the Flagstar
            Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
            Amended

      4.3   Form of Stock Option Agreement to be entered into with Optionees
            with respect to Non-Incentive Stock Options granted under the
            Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

      5     Opinion of Kutak Rock LLP as to the legality of the Common Stock
            being registered

      23.1  Consent of Kutak Rock LLP (appears in their opinion filed as
            Exhibit 5)

      23.2  Consent of Grant Thornton LLP








                                       2
<PAGE>   4


ITEM 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

                  (b) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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.

                  (c) 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.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

         3. The undersigned 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 Securities Exchange Act of
1934; 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.

         4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.




                                       3
<PAGE>   5




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on this 30th day of August,
2001.

                                     FLAGSTAR BANCORP, INC.


                                     By /s/ Thomas J. Hammond
                                        ----------------------------------------
                                         Thomas J. Hammond
                                         Chairman and Chief Executive Officer
                                         (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons (including
a majority of the Board of Directors of the Registrant) in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES                                                TITLE                                    DATE

<S>                                                       <C>                                    <C>
/s/ Thomas J. Hammond                                     Chairman of the Board and              August 30, 2001
--------------------------------------------              Chief Executive Officer
Thomas J. Hammond                                         (Principal Executive Officer)


/s/ Mark T. Hammond                                       Vice Chairman of the Board and         August 30, 2001
--------------------------------------------                President
Mark T. Hammond


/s/ Michael W. Carrie                                     Executive Vice President,              August 30, 2001
--------------------------------------------              Chief Financial Officer and
Michael W. Carrie                                         Treasurer (Principal Financial
                                                          and Accounting Officer)

/s/ Joan H. Anderson                                      Director and Executive                 August 30, 2001
--------------------------------------------                Vice President
Joan H. Anderson


/s/ James D. Coleman                                      Director                               August 30, 2001
--------------------------------------------
James D. Coleman


/s/ James D. Isbister                                     Director                               August 30, 2001
--------------------------------------------
James D. Isbister


/s/ Richard S. Elsea                                      Director                               August 30, 2001
--------------------------------------------
Richard S. Elsea


/s/ John R. Kersten                                       Director                               August 30, 2001
--------------------------------------------
John R. Kersten


/s/ C. Michael Kojaian                                    Director                               August 30, 2001
--------------------------------------------
C. Michael Kojaian
</TABLE>





<PAGE>   6




                                INDEX TO EXHIBITS


   Exhibit  Description
   -------  -----------

    4.1     Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

    4.2     Form of Stock Option Agreement to be entered into with Optionees
            with respect to Incentive Stock Options granted under the Flagstar
            Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
            Amended

    4.3     Form of Stock Option Agreement to be entered into with Optionees
            with respect to Non-Incentive Stock Options granted under the
            Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

    5       Opinion of Kutak Rock LLP as to the legality of the Common Stock
            being registered

    23.1    Consent of Kutak Rock LLP (appears in their opinion filed as
            Exhibit 5)

    23.2    Consent of Grant Thornton LLP
[{"type": "S-8", "sequence": "1", "filename": "k64811s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19541}]
{"company-data": {"conformed-name": "FLAGSTAR BANCORP INC", "cik": "0001033012", "assigned-sic": "6035", "irs-number": "383150651", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68682", "film-number": "1727956"}, "business-address": {"street1": "2600 TELEGRAPH ROAD", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48032-0953", "phone": "8103387700"}, "mail-address": {"street1": "2600 TELEGRAPH ROAD", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302"}}
1
     As filed with the Securities and Exchange Commission on August 30, 2001
                                                  Registration No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                             FLAGSTAR BANCORP, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                    MICHIGAN                             38-3150651
             --------------------------        ------------------------------
            (State or Other Jurisdiction of          (I.R.S. Employer
            Incorporation or Organization)         Identification No.)

                              5151 CORPORATE DRIVE
                              TROY, MICHIGAN 48098
                             -----------------------
                     (Address of Principal Executive Office)

      FLAGSTAR BANCORP, INC. 1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN
      ---------------------------------------------------------------------
                            (Full title of the Plan)

                    THOMAS J. HAMMOND, CHAIRMAN OF THE BOARD
                           AND CHIEF EXECUTIVE OFFICER
                             FLAGSTAR BANCORP, INC.
                              5151 CORPORATE DRIVE
                              TROY, MICHIGAN 48098
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (248) 312-2000
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                   COPIES TO:
                             PAUL D. BORJA, ESQUIRE
                                 KUTAK ROCK LLP
                    1101 CONNECTICUT AVENUE, N.W., SUITE 1000
                           WASHINGTON, D.C. 20036-4374
                              (202) 828-2400
                              (202) 828-2488 (FAX)
          -------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
            Title Of                     Amount                Proposed Maximum          Proposed Maximum              Amount of
           Securities                     To Be                 Offering Price          Aggregate Offering           Registration
        To Be Registered             Registered (1)              Per Share (2)               Price (3)                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
         $.01 par value                 2,067,000                    $23.18                 $47,913,060                 $12,000
===================================================================================================================================
(1)      Shares are issuable under the Flagstar Bancorp, Inc. 1997 Employees and
         Directors Stock Option Plan (the "Option Plan"), as adjusted to reflect
         a 3-for-2 stock split effected on July 13, 2001 and as such amounts may
         be further increased in accordance with said plan in the event of a
         merger, consolidation, recapitalization, stock dividend, stock split,
         or similar event involving the Registrant. An additional 672,500
         shares, which equals 1,008,750 shares on a post 3-for-2 split basis,
         were previously registered on a Form S-8 dated April 30, 1999 and,
         together with the shares hereby registered, comprise the entire
         3,075,750 shares issuable pursuant to the Option Plan.

(2)      Under Rule 457(h), the shares are being registered based upon the
         average of the high and low selling prices of the common stock of the
         Registrant, as reported on the New York Stock Exchange ("NYSE") on
         August 27, 2001, of $23.18 per share ($47,913,060 in the aggregate).

(3)      Estimated based on (1) and (2) above.
2

                                     PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         *This Registration Statement relates to the registration of 2,067,000
         shares of Common Stock, $.01 par value per share, of Flagstar Bancorp,
         Inc. (the "Company") reserved for issuance and delivery under the
         Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option Plan,
         as amended (the "Plan"). Documents containing the information required
         by Part I of this Registration Statement will be sent or given to
         participants in the Plans as specified by Rule 428(b)(1). Such
         documents are not filed with the Securities and Exchange Commission
         (the "Commission") either as part of this Registration Statement or as
         prospectuses or prospectus supplements pursuant to Rule 424, in
         reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, accordingly,
files periodic reports and other information with the Commission. Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including the Company.
The address for the Commission's Web site is "http://www.sec.gov".

         The following documents filed with the Commission by the Company are
incorporated in this Registration Statement by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000 (Commission File No. 000-22353);

                  (b) The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 2001 and June 30, 2001; and

                  (c) The description of the Company's securities as contained
         in the Company's Registration Statement on Form 8-A as filed with the
         Commission on June 28, 2001.

         All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act after the date hereof and
prior to the filing of a post-effective amendment, that indicates all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTIONS OF SECURITIES

         Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Restated Articles of Incorporation contain a provision,
authorized by the Michigan Business Corporation Act (the "MBCA"), designed to
eliminate in certain circumstances the personal liability of directors for
monetary damages to the Company or its stockholders for breach of their
fiduciary duty as directors. This provision, however, does not limit the
liability of any director who breached his or her duty of loyalty to the Company
or its stockholders, failed to act in good faith, obtained an improper personal
benefit or paid a dividend or approved a stock repurchase or redemption that was
prohibited under Michigan law. This provision will not limit or eliminate the
rights of the Company or any stockholder to seek an injunction or any other
nonmonetary relief in the event of a breach of director's duty of care. In
addition, this provision applies only to claims against a director arising out
of his or her role as a director and does not relieve a director from liability
unrelated to his or her fiduciary duty of care or from a violation of statutory
law such as certain liabilities imposed on a director under the federal
securities laws.

         The Company's Restated Articles of Incorporation and Bylaws also
provide that the Company shall indemnify all directors and officers of the
Company to the full extent permitted by the MBCA. Under the provisions of the
MBCA, any director or officer who, in his or her capacity as such, is made or
threatened to be made a party to any suit or proceeding, may be indemnified if
the Board determines such director or officer acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company or its stockholders.

         Officers and directors are covered within specified monetary limits by
insurance against certain losses arising from claims made by reason of their
being directors or officers of the Company or of the Company's subsidiaries and
the Company's officers and directors are indemnified against such losses by
reason of their being or having been directors or officers of another
corporation, partnership, joint venture, trust or other enterprise at the
Company's or its subsidiaries' request.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits scheduled to be filed as part of this Registration
Statement are as follows:

      4.1   Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

      4.2   Form of Stock Option Agreement to be entered into with Optionees
            with respect to Incentive Stock Options granted under the Flagstar
            Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
            Amended

      4.3   Form of Stock Option Agreement to be entered into with Optionees
            with respect to Non-Incentive Stock Options granted under the
            Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

      5     Opinion of Kutak Rock LLP as to the legality of the Common Stock
            being registered

      23.1  Consent of Kutak Rock LLP (appears in their opinion filed as
            Exhibit 5)

      23.2  Consent of Grant Thornton LLP

                                       2
4

ITEM 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

                  (b) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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.

                  (c) 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.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

         3. The undersigned 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 Securities Exchange Act of
1934; 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.

         4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                       3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on this 30th day of August,
2001.

                                     FLAGSTAR BANCORP, INC.

                                     By /s/ Thomas J. Hammond
                                        ----------------------------------------
                                         Thomas J. Hammond
                                         Chairman and Chief Executive Officer
                                         (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons (including
a majority of the Board of Directors of the Registrant) in the capacities and on
the dates indicated.
SIGNATURES                                                TITLE                                    DATE
/s/ Thomas J. Hammond                                     Chairman of the Board and              August 30, 2001
--------------------------------------------              Chief Executive Officer
Thomas J. Hammond                                         (Principal Executive Officer)

/s/ Mark T. Hammond                                       Vice Chairman of the Board and         August 30, 2001
--------------------------------------------                President
Mark T. Hammond

/s/ Michael W. Carrie                                     Executive Vice President,              August 30, 2001
--------------------------------------------              Chief Financial Officer and
Michael W. Carrie                                         Treasurer (Principal Financial
                                                          and Accounting Officer)

/s/ Joan H. Anderson                                      Director and Executive                 August 30, 2001
--------------------------------------------                Vice President
Joan H. Anderson

/s/ James D. Coleman                                      Director                               August 30, 2001
--------------------------------------------
James D. Coleman

/s/ James D. Isbister                                     Director                               August 30, 2001
--------------------------------------------
James D. Isbister

/s/ Richard S. Elsea                                      Director                               August 30, 2001
--------------------------------------------
Richard S. Elsea

/s/ John R. Kersten                                       Director                               August 30, 2001
--------------------------------------------
John R. Kersten

/s/ C. Michael Kojaian                                    Director                               August 30, 2001
--------------------------------------------
C. Michael Kojaian
6

                                INDEX TO EXHIBITS

   Exhibit  Description
   -------  -----------

    4.1     Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

    4.2     Form of Stock Option Agreement to be entered into with Optionees
            with respect to Incentive Stock Options granted under the Flagstar
            Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
            Amended

    4.3     Form of Stock Option Agreement to be entered into with Optionees
            with respect to Non-Incentive Stock Options granted under the
            Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
            Plan, as Amended

    5       Opinion of Kutak Rock LLP as to the legality of the Common Stock
            being registered

    23.1    Consent of Kutak Rock LLP (appears in their opinion filed as
            Exhibit 5)

    23.2    Consent of Grant Thornton LLP