<PAGE>
 
     As filed with the Securities and Exchange Commission on April 30, 1997
                                         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.)
 
                              2600 Telegraph Road
                     Bloomfield Hills, Michigan 48302-0953
                                 (810) 338-7700
                    (Address of Principal Executive Office)

                           Flagstar Bank 401(k) Plan
                            (Full Title of the Plan)

                            Matthew G. Ash, Esquire
                        Edward B. Crosland, Jr., Esquire
                             Paul D. Borja, Esquire
            Reinhart, Boerner, Van Deuren, Norris & Rieselbach, P.C.
                         601 Pennsylvania Avenue, N.W.
                           Suite 750, North Building
                            Washington, D.C.   20006
                    (Name and Address of Agent for Service)
                                 (202) 393-3636
         (Telephone Number, Including Area Code, of Agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================

Title of Securities                 Amount to be         Proposed Maximum                Proposed Maximum              Amount of 
to be Registered (1)               Registered (2)   Offering Price Per Share (3)   Aggregate Offering Price (3)    Registration Fee
====================================================================================================================================

<S>                                <C>              <C>                            <C>                             <C>
Common Stock, par
   value $.01 per share                350,000                $7.38                        $2,583,000                   $782.73
====================================================================================================================================

</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    interests available pursuant to the Flagstar Bank 401(k) Plan (the "Plan")
    described herein.
(2) Reflects estimate of the maximum number of shares of the Common Stock that
    may be issued under the Plan, assuming that all employee contributions to
    the Plan available for such discretionary investment are used to acquire
    shares of the Common Stock.  Also includes an indeterminate number of shares
    that may be necessary to adjust the number of additional shares of Common
    Stock reserved for issuance pursuant to the Plan and being registered
    hereby, as a result of a stock split, stock dividend, reclassification,
    recapitalization or similar adjustment.
(3) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
    solely for purposes of calculating the Registration Fee, and reflects the
    book value per share of Common Stock as of March 31, 1997. 

    THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE AUTOMATICALLY
    UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
    ACT OF 1933, AS AMENDED.
 
<PAGE>
 
                                     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 400,000
     shares of Common Stock, par value $.01 per share, of Flagstar Bancorp, Inc.
     (the "Company") to be sold under the Flagstar Bank 401(k) Plan (the
     "Plan"). Documents containing the information required by Part I of this
     Registration Statement will be sent or given to participants in the Plan 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 became subject to the informational requirements of the
     Securities Exchange Act of 1934 (the "1934 Act") pursuant to Section 15(d)
     thereof on April 30, 1997 and, accordingly, will be filing 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 Company's Registration Statement on Form S-1,
     filed February 12, 1997, as subsequently amended, (File No. 333-21621) is
     incorporated herein by reference.

          ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN 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 WHICH INDICATES THAT ALL
     SECURITIES OFFERED HAVE BEEN SOLD OR WHICH 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.  Description of Securities
     ------                            

     General

          The Company is authorized to issue 40,000,000 shares of the Common
     Stock and 10,000,000 shares of serial preferred stock, par value $0.01 per
     share.  The capital stock of the Company will represent nonwithdrawable
     capital, will not be an account of an insurable type, and will not be
     insured by the FDIC.

     Common Stock

          Voting Rights.  Each share of the Common Stock will have the same
     relative rights and will be identical in all respects with every other
     share of the Common Stock.  The holders of the Common Stock will possess
     exclusive voting rights in the Company, except to the extent that shares of
     serial preferred stock issued in the future may have voting rights, if any.
     Each holder of shares of the Common Stock will be entitled to one vote for
     each share held of record on all matters submitted to a vote of holders of
     shares of the Common Stock except to the extent voting rights may be
     diminished as discussed in "Restrictions on Acquisition of the Company and
     the Bank" below.

                                       2
<PAGE>
 
          Dividends.  The Company may pay dividends on its capital stock if, as
     and when declared by the Board of Directors, subject to compliance with
     limitations imposed by law.  The holders of Common Stock will be entitled
     to receive and share equally in such dividends as may be declared by the
     Board of Directors out of funds legally available therefor.  If the Company
     issues serial preferred stock, the holders thereof may have a priority over
     the holders of the Common Stock with respect to the receipt of dividends.

          Liquidation.  In the event of any liquidation, dissolution or winding
     up of the Company, each holder of its Common Stock would be entitled to
     receive, after payment or provision for payment of all debts and
     liabilities of the Company, a pro rata portion of all assets of the
     Company.  If any serial preferred stock is issued, the holders thereof may
     have a priority over the holders of the Common Stock in the distribution of
     the Company's assets in a liquidation or dissolution of the Company.

          Restrictions on Acquisition of the Common Stock.  See "Restrictions on
     the Acquisition of the Company and the Bank" and "Certain Anti-Takeover
     Provisions in the Restated Articles of Incorporation and Restated Bylaws,"
     below, for discussions of the limitations on the acquisition of shares of
     the Common Stock.

          Other Characteristics.  Holders of the Common Stock will not have
     preemptive rights with respect to any additional shares of the Common Stock
     which may be issued in the future.  The Common Stock is not subject to call
     for redemption.  Upon payment of the public offering price for the Common
     Stock, all such stock will be duly authorized, fully paid and non-
     assessable.

          Issuance of Additional Shares.  Except as may be allowed or required
     under the Company's stock benefit plans, the Company has no present plans,
     proposals, arrangements or understandings to issue additional shares of
     authorized Common Stock or serial preferred stock.  In the future, the
     authorized but unissued and unreserved shares of Common Stock will be
     available for general corporate purposes, including but not limited to,
     possible issuance as stock dividends, in connection with mergers or
     acquisitions, under a cash dividend reinvestment or stock purchase plan, in
     a public or private offering, or pursuant to future employee benefit plans.
     Normally, no stockholder approval would be required for the issuance of
     these additional shares, although certain transactions or employee benefit
     plans may otherwise be required to be approved by the Company's
     stockholders.

     Serial Preferred Stock

          The Board of Directors has no present plans, proposals, arrangements
     or understandings to issue shares of serial preferred stock.  The Board of
     Directors of the Company is authorized to issue serial preferred stock and
     to fix and state voting powers, designations, preferences or other special
     rights of such shares and the qualification, limitations and restrictions
     thereof, subject to no prior stockholder approval.  If and when issued, the
     serial preferred stock is likely to rank prior to the Common Stock as to
     dividend rights, liquidation preferences or both, and may have full or
     limited voting rights.  The Board of Directors, without the approval of the
     holders of the Common Stock, may issue serial preferred stock with voting
     and other rights which could adversely affect the voting power of the
     holders of the Common Stock.

     RESTRICTIONS ON ACQUISITION OF THE COMPANY AND THE BANK

     Change in Bank Control Act and Savings Institution Holding Company
     Provisions of Home Owners' Loan Act

          Federal laws and regulations contain a number of provisions which
     affect the acquisition of insured institutions such as Flagstar Bank, FSB,
     the wholly-owned subsidiary of the Company (the "Bank"), and a savings
     institution holding company such as the Company.  The Change in Bank
     Control Act provides that no person, acting directly or indirectly or
     through or in concert with one or more persons, may acquire control of a
     savings association unless the Office of Thrift Supervision ("OTS") has
     been given 60 days' prior written notice and the OTS does not issue a
     notice disapproving the proposed acquisition.  In addition, certain
     provisions of the Home

                                       3
<PAGE>
 
     Owners' Loan Act ("HOLA") provide that no company may acquire control of a
     savings institution holding company without the prior approval of the OTS.

          Pursuant to applicable regulations, control of a savings association
     or its holding company is conclusively deemed to have been acquired by,
     among other things, the acquisition of more than 25% of any class of voting
     stock of a savings association or its holding company or the ability to
     control the election of a majority of the directors of either entity.
     Moreover, control is presumed to have been acquired, subject to rebuttal,
     upon the acquisition of more than 10% of any class of voting stock, or more
     than 25% of any class of stock, of a savings association or its holding
     company, where one or more enumerated "control factors" are also present in
     the acquisition.  The OTS may prohibit an acquisition of control if it
     finds, among other things, that (i) the acquisition would result in a
     monopoly or substantially lessen competition, (ii) the financial condition
     of the acquiring person might jeopardize the financial stability of the
     savings association, or (iii) the competence, experience, or integrity of
     the acquiring person indicates that it would not be in the interest of the
     depositors or the public to permit the acquisition of control by such
     person.

     Michigan Anti-Takeover Statutes

          Michigan has enacted several statutes which impose restrictions on
     acquisition of the Company, which has been incorporated under the laws of
     Michigan.  Chapter 7A of the MBCA is applicable to certain corporations
     organized under the laws of Michigan including the Company.  Subject to
     certain exceptions, Chapter 7A provides that a corporation shall not engage
     in any business combination with any "interested stockholder" unless an
     advisory statement is given by the board of directors and the combination
     is approved by a vote of at least 90% of the votes of each class of stock
     entitled to vote, and at least two-thirds of the votes of each class of
     stock entitled to vote other than the voting shares owned by the interested
     stockholder.  However, these statutory requirements do not apply if, prior
     to the date that an interested stockholder first becomes an interested
     stockholder, the board of directors by resolution approves or exempts such
     business combinations generally or a particular combination from the
     requirements of the MBCA.  Furthermore, the voting requirement does not
     apply to a business combination if: (a) specified fair price criteria are
     met, as described below; (b) the consideration to be given to the
     stockholders is in cash or in the form the interested stockholder paid for
     shares of the same class or series; and (c) between the time the interested
     stockholder becomes an interested stockholder and before the consummation
     of a business combination the following conditions are met: (1) any
     preferred stock dividends are declared and paid on their regular date; (2)
     the annual dividend rate of stock other than preferred stock is not reduced
     and is raised if necessary to reflect any transaction which reduces the
     number of outstanding shares; (3) the interested stockholder does not
     receive any financial assistance or tax advantage from the corporation
     other than proportionally as a stockholder; (4) the interested stockholder
     does not become the beneficial owner of any additional shares of the
     corporation; and (5) at least five years have elapsed.  An "interested
     stockholder" is generally defined to mean any person that: (a) is the owner
     of 10% or more of the outstanding voting stock of such corporation, or (b)
     is an affiliate of a corporation and was the owner of 10% or more of the
     outstanding voting stock of the corporation at any time within two years
     immediately prior to the relevant date.

          Chapter 7A's fair price criteria include the following: (a) the
     aggregate amount of the cash and market value of the noncash consideration
     to be received by the holders of common stock is at least as much as the
     higher of (1) the highest price the interested stockholder paid for stock
     of the same class or series within the two-year period immediately prior to
     the announcement date of the combination proposal, and (2) the market value
     of stock of the same class or series on the announcement date or on the
     determination date; and (b) the aggregate amount of the cash and market
     value of the noncash consideration to be received by holders of stock other
     than common stock is at least as much as the highest of (1) the highest
     price the interested stockholder paid for the same class or series within
     the two-year period immediately prior to the announcement date of the
     combination proposal, (2) the highest preferential amount per share to
     which the holders of such stock are entitled in the event of any
     liquidation, dissolution, or winding up of the corporation, and (3) the
     market value of stock of the same class or series on the announcement date
     or on the determination date.

          Under certain circumstances, Chapter 7A may make it more difficult for
     an "interested stockholder" to effect various business combinations with a
     corporation for a five-year period, although the stockholders may elect

                                       4
<PAGE>
 
     that the Company not be governed by this section, upon the affirmative vote
     of 90% of the outstanding voting shares and two thirds of the shares not
     owned by the interested stockholder.  The Company's stockholders have taken
     no action to exclude the Company from restrictions imposed under Chapter 7A
     of the MBCA and the Restated Articles of Incorporation include these
     provisions by reference.  It is anticipated that the provisions of Chapter
     7A may encourage companies interested in acquiring the Company to negotiate
     in advance with the Board of Directors.

          Chapter 7B of the MBCA is also applicable to certain corporations
     organized under the laws of Michigan including the Company.  Subject to
     certain exceptions, Chapter 7B provides that once a person proposes to make
     or makes a "control share acquisition" and delivers an acquiring person
     statement to the corporation, the stockholders must vote on whether the
     control shares may exercise voting rights.  Such rights are granted only by
     resolution approved by both (a) a majority of the votes cast by holders
     entitled to vote and a majority of any class entitled to vote, and (b) a
     majority of the votes cast and a majority of any class entitled to vote
     excluding the interested shares.  "Control shares" means shares which, if
     voted, would have voting power when added together with all other shares a
     person either owns or directs the exercise, within the following ranges:
     (a) at least 20% but less than 33 1/3% of all voting power; (b) at least 33
     1/3% but less than a majority of all voting power; or (c) a majority of all
     voting power.  An acquisition of shares is not considered a control share
     acquisition under certain circumstances, including where the acquisition is
     part of a merger or share exchange if the corporation is a party to the
     agreement of merger or share exchange.

          If authorized by the corporation's articles of incorporation or bylaws
     (i) control shares acquired in a control share acquisition with respect to
     which no acquiring person statement has been filed may be redeemed by the
     corporation at any time more than 60 days after the end of the control
     share acquisition at "fair value;" and (ii) control shares acquired in a
     control share acquisition which are not accorded full voting rights may be
     redeemed by the corporation at "fair value."  Unless provided otherwise in
     the corporation's articles of incorporation or bylaws, in the event that
     control shares acquired in a control share acquisition are accorded full
     voting rights and the acquiring person has acquired a majority of all
     voting power of the corporation, the shareholders of the corporation, other
     than the acquiring person, have dissenters' rights.

          Under certain circumstances, Chapter 7B may make it more difficult for
     an "acquiring person" to exercise control over a corporation due to the
     limitations placed on that person's ability to vote the control shares,
     although the corporation may, before any such control share acquisition,
     elect not to be governed by this chapter by adopting an amendment to the
     corporation's articles of incorporation or bylaws.  The Company's Restated
     Articles of Incorporation and Restated Bylaws do not exclude the Company
     from the provisions of Chapter 7B of the MBCA and the Restated Articles of
     Incorporation incorporate its current provisions by reference.  The
     Company's Restated Articles of Incorporation also include provisions
     authorizing a forced redemption of control shares under certain
     circumstances as specified by Chapter 7B.  It is anticipated that the
     provisions of Chapter 7B may encourage acquiring persons interested in
     obtaining control over the Company to negotiate in advance with the Board
     of Directors.

          Section 1368 of the MBCA, which is applicable to corporations
     organized under the laws of Michigan including the Company, prohibits a
     corporation from purchasing, either directly or indirectly, any of its
     shares that are listed on a national securities exchange from any person
     who holds at least 3% of its shares unless one of the following conditions
     is met: (a) the corporation makes an equivalent offer to all other holders
     of the same shares; (b) the purchase is authorized in advance by the
     stockholders entitled to vote thereon; (c) the purchase meets the
     requirements of the articles of incorporation for such a purchase; (d) the
     shares are beneficially owned by the person for at least two years prior to
     the purchase date; (e) the purchase is made on the open market; (f) the
     purchase price is not more than the average market price of the shares
     during the 30 business days prior to the purchase date; or (g) the purchase
     is otherwise authorized by the MBCA.  Under certain circumstances, Section
     1368 prevents a stockholder from selling his shares back to the corporation
     at a premium within two years of that stockholder's purchase of the shares
     unless one of the other conditions is met. However, the stockholders may
     approve such a purchase by the corporation or the corporation may include
     in its articles of incorporation lesser requirements for such a
     transaction. The Company's Restated Articles of Incorporation do not
     contain any provisions exempting the Company from the provisions of Section
     1368 of the MBCA. It is anticipated that the

                                       5
<PAGE>
 
     provisions of Section 368 may discourage persons from obtaining quantities
     of the Company's stock for the sole purpose of eliciting a premium from the
     Company in a resale of those shares.

                CERTAIN ANTI-TAKEOVER PROVISIONS IN THE RESTATED
                     ARTICLES OF INCORPORATION AND BYLAWS

          The following discussion is a general summary of certain provisions of
     the Restated Articles of Incorporation ("Restated Articles") and Bylaws of
     the Company which may be deemed to have an "anti-takeover" effect. The
     description of these provisions is necessarily general and reference should
     be made in each case to the Restated Articles and Bylaws of the Company,
     which are incorporated herein by reference.

          In addition to discouraging a takeover attempt which a majority of the
     stockholders of the Company might determine to be in their best interest or
     in which the stockholders of the Company might receive a premium over the
     current market prices for their shares, the effect of these provisions may
     render the removal of management more difficult.  It is thus possible that
     incumbent officers and directors might be able to retain their positions
     (at least until their term of office expires) even though a majority of the
     stockholders desire a change.

     Classified Board of Directors

          Article X of the Restated Articles provides that the Board of
     Directors is to be divided into three classes which shall be as nearly
     equal in number as possible. Under Article X, the directors in each class
     serve for terms of three years and until their respective successors are
     elected and qualified, with approximately one-third of the directors
     elected each year. Article XI provides that a director may be removed only
     by the affirmative vote of the holders of at least 80% of the outstanding
     shares entitled to vote and only for cause.

          A classified Board of Directors could make it more difficult for
     stockholders to change a majority, whereas a majority of a non-classified
     board could be changed in one year.  In the absence of the provisions of
     the Restated Articles classifying the Board, all of the directors would be
     elected each year.

          Management of the Company believes that the staggered election of
     directors tends to promote continuity of management because only one-third
     of the Board of Directors are subject to election each year.  Staggered
     terms help to ensure that, at any one time, approximately two-thirds of the
     Board will be comprised of persons who have at least one year's experience
     as directors of the Company.  In addition, the use of staggered terms
     moderates the pace of changes in the Board of Directors by extending the
     minimum time required to elect a majority of directors from one to two
     years.

     Availability of Serial Preferred Stock

          The Company's Restated Articles authorize the issuance of up to
     10,000,000 shares of serial preferred stock, which may be issued with
     rights and preferences that could impede an acquisition.  This preferred
     stock, none of which has yet been issued by the Company, together with
     authorized but unissued shares of common stock (the Restated Articles
     authorize the issuance of up to 40,000,000 shares of the Common Stock),
     could also represent additional capital stock required to be purchased by
     the acquirer.

     Advance Notice Requirement for Nominations

          Article VIII of the Company's Restated Articles provides that any
     stockholder desiring to make a nomination for the election of directors or
     a proposal for new business at a meeting of stockholders must submit
     written notice to the Secretary of the Company not fewer than 30 or more
     than 60 days in advance of the meeting. Management believes that it is in
     the best interests of the Company and its stockholders to provide
     sufficient time to enable management to disclose to stockholders
     information about a dissident slate of nominations for directors. This
     advance notice requirement may also give management time to solicit its own
     proxies in an attempt to defeat any dissident slate of nominations should
     management determine that doing so is in the best interest of

                                       6
<PAGE>
 
     stockholders generally.  Similarly, adequate advance notice of stockholder
     proposals will give management time to study such proposals and to
     determine whether to recommend to the stockholders that such proposals be
     adopted.

     Size of Board of Directors; Filling of Vacancies

          Article X of the Company's Restated Articles provide that the number
     of directors of the Company (exclusive of directors, if any, to be elected
     by the holders of any to-be-issued shares of preferred stock of the
     Company) should not be fewer than 7 or more than 11 as shall be provided
     from time to time in accordance with the Company's Bylaws. Additionally,
     the power to determine the number of directors within these numerical
     limitations and the power to fill vacancies, whether occurring by reason of
     an increase in the number of directors or by resignation, is vested in the
     Company's Board of Directors. The overall effect of such provisions may be
     to prevent a person or entity from immediately acquiring control of the
     Company through an increase in the number of the Company's directors and
     election of his, or its nominees to fill the newly created vacancies.

     Amendment of Bylaws

          Article XVII of the Company's Restated Articles provides that the
     Company's Bylaws may be amended by the affirmative vote of either two-
     thirds of the Company's Board of Directors or the holders of at least 80%
     of the outstanding shares of the Company's stock entitled to vote generally
     in the election of directors.  Absent this provision, Michigan law provides
     that a corporation's bylaws may be amended by the holders of a majority of
     the voting power of the corporation present and entitled to vote at a duly
     held meeting.  The Company's Restated Bylaws contain numerous provisions
     concerning its governance, such as fixing the number of directors and
     determining the number of directors constituting a quorum.  By reducing the
     ability of a potential corporate raider to make changes in the Company's
     Bylaws and to reduce the authority of the Board or Directors or impede its
     ability to manage the Company, this provision of the Restated Articles
     could have the effect of discouraging a tender offer or other takeover
     attempt where the ability to make fundamental changes through bylaw
     amendments is an important element of the takeover strategy of the
     acquirer.

     Amendment of Articles

          Article XVIII of the Company's Restated Articles provides that
     specified provisions contained in the Restated Articles may not be repealed
     or amended except by an affirmative vote of at least 80% of the outstanding
     shares of the Company's stock entitled to vote generally in the election of
     directors; provided, however, that such provisions may be repealed or
     amended upon a majority of stockholder vote if first approved by a majority
     of the continuing Directors, as defined in Article XVIII. This requirement
     exceeds the majority vote of stockholders present and entitled to vote that
     it would otherwise be required by Michigan law for the repeal or amendment
     of a provision of the Restated Articles. The specific provisions for which
     an 80% vote is required by Article XVIII are (i) Article VII providing for
     cumulative voting in the election of directors; (ii) Article VIII requiring
     written notice to the Company of nominations for the election of directors
     and new business proposals, quorum requirements and the calling of special
     meetings; (iii) Article IX eliminating the power of stockholders to act by
     written consent without a meeting; (iv) Article X governing the number of
     the Company's Board of Directors, the filling of vacancies on the Board of
     Directors and classified terms of the Board of Directors; (v) Article XI
     governing the removal of directors; (vi) Article XII providing for the
     indemnification of directors, officers, employees and agents of the
     Company; (vii) Article XIII pertaining to the elimination of the liability
     of the directors to the Company and its stockholders for monetary damages,
     with certain exceptions, for breach of fiduciary duty; (viii) Article XV
     providing for the applicability to the Company of Section 7A of the MBCA,
     which restricts business combinations involving the Company and "interested
     stockholders;" (ix) Article XVI providing for the applicability to the
     Company of Section 7B of the MBCA, which eliminates voting rights of
     persons who hold 20%, 33-1/3% and a majority of all outstanding shares of
     Common Stock unless stockholder approval is received at each such level;
     and (x) Article XVII and Article XVIII governing the required stockholder
     vote for amending the Bylaws and Restated Articles of the Company. See
     "Restrictions on Acquisition of the Company and the Bank -- Michigan Anti-
     Takeover Statutes," above.

                                       7
<PAGE>
 
     Benefit Plans

          In addition to the provisions of the Company's Restated Articles and
     Bylaws described above, certain benefit plans of the Company and the Bank
     contain provisions that also may discourage hostile takeover attempts which
     the Boards of Directors of the Company and the Bank might conclude are not
     in the best interests of the Company, the Bank or the Company's
     stockholders.

     The Purpose and Effect of the Anti-Takeover Provisions in the Company's
     Restated Articles and Bylaws

          The Boards of Directors of the Company and the Bank believe that the
     provisions described above reduce the Company's vulnerability to takeover
     attempts and certain other transactions which have not been negotiated with
     and approved by its Board of Directors.  These provisions also assist the
     Company and the Bank in the orderly deployment of the net proceeds of the
     Offering into productive assets during the initial period after the
     Offering.  The Boards of Directors of the Company and the Bank believe
     these provisions are in the best interests of the Bank and of the Company
     and its stockholders.  In the judgment of the Boards of Directors of the
     Company and the Bank, the Company's Board is in the best position to
     consider all relevant factors and to negotiate for what is in the best
     interests of the stockholders and the Company's other constituents.
     Accordingly, the Boards of Directors of the Company and the Bank believe
     that it is in the best interests of the Company and its stockholders to
     encourage potential acquirers to negotiate directly with the Company's
     Board of Directors and that these provisions encourage such negotiations
     and discourage nonnegotiated takeover attempts.  It is also the view of the
     Board of Directors that these provisions should not discourage persons from
     proposing a merger or other transaction at prices reflective of the true
     value of the Company and which is in the best interests of all
     stockholders.

          Attempts to acquire control of financial institutions and their
     holding companies have recently become increasingly common.  Takeover
     attempts which have not been negotiated with and approved by the Board of
     Directors present to stockholders the risk of a takeover on terms which may
     be less favorable than might otherwise be available.  A transaction which
     is negotiated and approved by the Board of Directors, on the other hand,
     can be carefully planned and undertaken at an opportune time in order to
     obtain maximum value for the Company and stockholders, with due
     consideration given to matters such as the management and business of the
     acquiring corporation and maximum strategic development of the Company's
     assets.

          An unsolicited takeover proposal can seriously disrupt the business
     and management of a corporation and cause great expense.  Although a tender
     offer or other takeover attempt may be made at a price substantially above
     then current market prices, such offers are sometimes made for less than
     all the outstanding shares of a target company.  As a result, stockholders
     may be presented with the alternative of partially liquidating their
     investment at a time that may be disadvantageous, or retaining their
     investment in an enterprise which is under different management and whose
     objectives may not be similar to those of the remaining stockholders.  The
     concentration of control that could result from a tender offer or other
     takeover attempt could also deprive the Company's remaining stockholders of
     the benefits of having the Common Stock quoted on the Nasdaq National
     Market and of certain protective provisions of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

          Despite the belief of the Company as to the benefits to stockholders
     of these provisions of the Company's Restated Articles and Bylaws, these
     provisions may also have the effect of discouraging a future takeover
     attempt which would not be approved by the Company's Board of Directors,
     but pursuant to which the stockholders may receive a substantial premium
     for their shares over then current market prices. As a result, stockholders
     who might desire to participate in such a transaction may not have any
     opportunity to do so. Such provisions will also render the removal of the
     Company's Board of Directors and management more difficult and may tend to
     stabilize the Company's stock price, thus limiting gains which might
     otherwise be reflected in price increases due to a potential merger or
     acquisition. The Board of Directors, however, has concluded that the
     potential benefits of these provisions outweigh the possible disadvantages.
     Pursuant to applicable law, at any annual or special meeting of its
     stockholders, the Company may adopt additional provisions to its Restated
     Articles regarding the acquisition of its equity securities that would be
     permitted to a Michigan corporation. The Company does not presently intend
     to propose the adoption of further restrictions on the acquisition of the
     Company's equity securities.

                                       8
<PAGE>
 
     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 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 a 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 following is the list of Exhibits and also serves as the Exhibit
     Index.

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

                    4.1       Form of Flagstar Bank 401(k) Plan

                    4.2       Summary Plan Description of Flagstar Bank 401(k)
                              Plan

                    5         Opinion of Reinhart, Boerner, Van Deuren, Norris &
                              Rieselbach, P.C., as to the legality of the
                              original issuance of shares of Common Stock being
                              registered.

                    23.1      Consent of Grant Thornton LLP

                    23.2      Consent of Reinhart, Boerner, Van Deuren, Norris &
                              Rieselbach, P.C. (contained in Exhibit 5)

                                       9
<PAGE>
 
          Further, the Registrant hereby undertakes to submit the Plan and any
     amendment thereto to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS to qualify the Plan.

     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 prospectus required by Section 10(a)(3) of the Securities Act of 1933.

          (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.  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.

                                       10
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Bloomfield Hills, Michigan, on April 29, 1997.

                                       FLAGSTAR BANCORP, INC.

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

      Each person whose signature appears below hereby appoints Thomas J.
  Hammond his or her true and lawful attorney-in-fact, with power to act and
  with full power of substitution in any and all capacities, to sign any or all
  amendments (including post-effective amendments) to the Registration Statement
  and file the same with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he or she might or could do
  in person, hereby ratifying and confirming all that said attorney-in-fact and
  agents, or their substitutes may lawfully cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and as of the dates indicated.
<TABLE>
<CAPTION>
 
         Signatures                      Title                                   Date
<S>                             <C>                                         <C>
 
  /s/ Thomas J. Hammond         Chairman & Chief Executive Officer          April 29, 1997
------------------------------  (Principal Executive Officer)
  Thomas J. Hammond           
 
  /s/ Michael W. Carrie         Executive Vice President and Treasurer      April 29, 1997
------------------------------  (Principal Financial & Accounting Officer)
  Michael W. Carrie           
 
  /s/ Mark T. Hammond           Vice Chairman & President                   April 29, 1997
------------------------------
  Mark T. Hammond
 
  /s/ Joan H. Anderson          Director & Executive Vice President         April 29, 1997
------------------------------
  Joan H. Anderson
 
  /s/ Mary Kay McGuire          Director, Senior Vice President &           April 29, 1997
------------------------------  Secretary
  Mary Kay McGuire            
 
  /s/ Ronald I. Nichols, Sr.    Director                                    April 29, 1997
------------------------------
  Ronald I. Nichols, Sr.
 
  /s/ James D. Coleman          Director                                    April 29, 1997
------------------------------
  James D. Coleman
 
  /s/ Charles Bazzy             Director                                    April 29, 1997
------------------------------
  Charles Bazzy
 
  /s/ Harry S. Ellman           Director                                    April 29, 1997
------------------------------
  Harry S. Ellman
 
  /s/ William B. Bortels        Director                                    April 29, 1997
------------------------------
  William B. Bortels
</TABLE>

<PAGE>
 
       Pursuant to the requirements of the Securities Act of 1933, the
  undersigned trustee of the Flagstar Bank, FSB 401(k) Plan has duly caused this
  Registration Statement to be signed in the City of Bloomfield Hills, State of
  Michigan, on April 29, 1997.



                            By:  /s/ Charles Bazzy
                                 ------------------------------------
                                 Charles Bazzy, as Trustee of the
                                 Flagstar Bank, FSB 401(k) Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50246}]
{"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": "333-26157", "film-number": "97590993"}, "business-address": {"street1": "2600 TELEGRAPH ROAD", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48032-0953", "phone": "8103387700"}}
As filed with the Securities and Exchange Commission on April 30, 1997
                                         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.)
 
                              2600 Telegraph Road
                     Bloomfield Hills, Michigan 48302-0953
                                 (810) 338-7700
                    (Address of Principal Executive Office)

                           Flagstar Bank 401(k) Plan
                            (Full Title of the Plan)

                            Matthew G. Ash, Esquire
                        Edward B. Crosland, Jr., Esquire
                             Paul D. Borja, Esquire
            Reinhart, Boerner, Van Deuren, Norris & Rieselbach, P.C.
                         601 Pennsylvania Avenue, N.W.
                           Suite 750, North Building
                            Washington, D.C.   20006
                    (Name and Address of Agent for Service)
                                 (202) 393-3636
         (Telephone Number, Including Area Code, of Agent for service)

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================

Title of Securities                 Amount to be         Proposed Maximum                Proposed Maximum              Amount of 
to be Registered (1)               Registered (2)   Offering Price Per Share (3)   Aggregate Offering Price (3)    Registration Fee
====================================================================================================================================
Common Stock, par
   value $.01 per share                350,000                $7.38                        $2,583,000                   $782.73
====================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    interests available pursuant to the Flagstar Bank 401(k) Plan (the "Plan")
    described herein.
(2) Reflects estimate of the maximum number of shares of the Common Stock that
    may be issued under the Plan, assuming that all employee contributions to
    the Plan available for such discretionary investment are used to acquire
    shares of the Common Stock.  Also includes an indeterminate number of shares
    that may be necessary to adjust the number of additional shares of Common
    Stock reserved for issuance pursuant to the Plan and being registered
    hereby, as a result of a stock split, stock dividend, reclassification,
    recapitalization or similar adjustment.
(3) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
    solely for purposes of calculating the Registration Fee, and reflects the
    book value per share of Common Stock as of March 31, 1997. 

    THIS REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE AUTOMATICALLY
    UPON THE DATE OF FILING, IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
    ACT OF 1933, AS AMENDED.
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 400,000
     shares of Common Stock, par value $.01 per share, of Flagstar Bancorp, Inc.
     (the "Company") to be sold under the Flagstar Bank 401(k) Plan (the
     "Plan"). Documents containing the information required by Part I of this
     Registration Statement will be sent or given to participants in the Plan 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 became subject to the informational requirements of the
     Securities Exchange Act of 1934 (the "1934 Act") pursuant to Section 15(d)
     thereof on April 30, 1997 and, accordingly, will be filing 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 Company's Registration Statement on Form S-1,
     filed February 12, 1997, as subsequently amended, (File No. 333-21621) is
     incorporated herein by reference.

          ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN 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 WHICH INDICATES THAT ALL
     SECURITIES OFFERED HAVE BEEN SOLD OR WHICH 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.  Description of Securities
     ------                            

     General

          The Company is authorized to issue 40,000,000 shares of the Common
     Stock and 10,000,000 shares of serial preferred stock, par value $0.01 per
     share.  The capital stock of the Company will represent nonwithdrawable
     capital, will not be an account of an insurable type, and will not be
     insured by the FDIC.

     Common Stock

          Voting Rights.  Each share of the Common Stock will have the same
     relative rights and will be identical in all respects with every other
     share of the Common Stock.  The holders of the Common Stock will possess
     exclusive voting rights in the Company, except to the extent that shares of
     serial preferred stock issued in the future may have voting rights, if any.
     Each holder of shares of the Common Stock will be entitled to one vote for
     each share held of record on all matters submitted to a vote of holders of
     shares of the Common Stock except to the extent voting rights may be
     diminished as discussed in "Restrictions on Acquisition of the Company and
     the Bank" below.

                                       2
Dividends.  The Company may pay dividends on its capital stock if, as
     and when declared by the Board of Directors, subject to compliance with
     limitations imposed by law.  The holders of Common Stock will be entitled
     to receive and share equally in such dividends as may be declared by the
     Board of Directors out of funds legally available therefor.  If the Company
     issues serial preferred stock, the holders thereof may have a priority over
     the holders of the Common Stock with respect to the receipt of dividends.

          Liquidation.  In the event of any liquidation, dissolution or winding
     up of the Company, each holder of its Common Stock would be entitled to
     receive, after payment or provision for payment of all debts and
     liabilities of the Company, a pro rata portion of all assets of the
     Company.  If any serial preferred stock is issued, the holders thereof may
     have a priority over the holders of the Common Stock in the distribution of
     the Company's assets in a liquidation or dissolution of the Company.

          Restrictions on Acquisition of the Common Stock.  See "Restrictions on
     the Acquisition of the Company and the Bank" and "Certain Anti-Takeover
     Provisions in the Restated Articles of Incorporation and Restated Bylaws,"
     below, for discussions of the limitations on the acquisition of shares of
     the Common Stock.

          Other Characteristics.  Holders of the Common Stock will not have
     preemptive rights with respect to any additional shares of the Common Stock
     which may be issued in the future.  The Common Stock is not subject to call
     for redemption.  Upon payment of the public offering price for the Common
     Stock, all such stock will be duly authorized, fully paid and non-
     assessable.

          Issuance of Additional Shares.  Except as may be allowed or required
     under the Company's stock benefit plans, the Company has no present plans,
     proposals, arrangements or understandings to issue additional shares of
     authorized Common Stock or serial preferred stock.  In the future, the
     authorized but unissued and unreserved shares of Common Stock will be
     available for general corporate purposes, including but not limited to,
     possible issuance as stock dividends, in connection with mergers or
     acquisitions, under a cash dividend reinvestment or stock purchase plan, in
     a public or private offering, or pursuant to future employee benefit plans.
     Normally, no stockholder approval would be required for the issuance of
     these additional shares, although certain transactions or employee benefit
     plans may otherwise be required to be approved by the Company's
     stockholders.

     Serial Preferred Stock

          The Board of Directors has no present plans, proposals, arrangements
     or understandings to issue shares of serial preferred stock.  The Board of
     Directors of the Company is authorized to issue serial preferred stock and
     to fix and state voting powers, designations, preferences or other special
     rights of such shares and the qualification, limitations and restrictions
     thereof, subject to no prior stockholder approval.  If and when issued, the
     serial preferred stock is likely to rank prior to the Common Stock as to
     dividend rights, liquidation preferences or both, and may have full or
     limited voting rights.  The Board of Directors, without the approval of the
     holders of the Common Stock, may issue serial preferred stock with voting
     and other rights which could adversely affect the voting power of the
     holders of the Common Stock.

     RESTRICTIONS ON ACQUISITION OF THE COMPANY AND THE BANK

     Change in Bank Control Act and Savings Institution Holding Company
     Provisions of Home Owners' Loan Act

          Federal laws and regulations contain a number of provisions which
     affect the acquisition of insured institutions such as Flagstar Bank, FSB,
     the wholly-owned subsidiary of the Company (the "Bank"), and a savings
     institution holding company such as the Company.  The Change in Bank
     Control Act provides that no person, acting directly or indirectly or
     through or in concert with one or more persons, may acquire control of a
     savings association unless the Office of Thrift Supervision ("OTS") has
     been given 60 days' prior written notice and the OTS does not issue a
     notice disapproving the proposed acquisition.  In addition, certain
     provisions of the Home

                                       3
Owners' Loan Act ("HOLA") provide that no company may acquire control of a
     savings institution holding company without the prior approval of the OTS.

          Pursuant to applicable regulations, control of a savings association
     or its holding company is conclusively deemed to have been acquired by,
     among other things, the acquisition of more than 25% of any class of voting
     stock of a savings association or its holding company or the ability to
     control the election of a majority of the directors of either entity.
     Moreover, control is presumed to have been acquired, subject to rebuttal,
     upon the acquisition of more than 10% of any class of voting stock, or more
     than 25% of any class of stock, of a savings association or its holding
     company, where one or more enumerated "control factors" are also present in
     the acquisition.  The OTS may prohibit an acquisition of control if it
     finds, among other things, that (i) the acquisition would result in a
     monopoly or substantially lessen competition, (ii) the financial condition
     of the acquiring person might jeopardize the financial stability of the
     savings association, or (iii) the competence, experience, or integrity of
     the acquiring person indicates that it would not be in the interest of the
     depositors or the public to permit the acquisition of control by such
     person.

     Michigan Anti-Takeover Statutes

          Michigan has enacted several statutes which impose restrictions on
     acquisition of the Company, which has been incorporated under the laws of
     Michigan.  Chapter 7A of the MBCA is applicable to certain corporations
     organized under the laws of Michigan including the Company.  Subject to
     certain exceptions, Chapter 7A provides that a corporation shall not engage
     in any business combination with any "interested stockholder" unless an
     advisory statement is given by the board of directors and the combination
     is approved by a vote of at least 90% of the votes of each class of stock
     entitled to vote, and at least two-thirds of the votes of each class of
     stock entitled to vote other than the voting shares owned by the interested
     stockholder.  However, these statutory requirements do not apply if, prior
     to the date that an interested stockholder first becomes an interested
     stockholder, the board of directors by resolution approves or exempts such
     business combinations generally or a particular combination from the
     requirements of the MBCA.  Furthermore, the voting requirement does not
     apply to a business combination if: (a) specified fair price criteria are
     met, as described below; (b) the consideration to be given to the
     stockholders is in cash or in the form the interested stockholder paid for
     shares of the same class or series; and (c) between the time the interested
     stockholder becomes an interested stockholder and before the consummation
     of a business combination the following conditions are met: (1) any
     preferred stock dividends are declared and paid on their regular date; (2)
     the annual dividend rate of stock other than preferred stock is not reduced
     and is raised if necessary to reflect any transaction which reduces the
     number of outstanding shares; (3) the interested stockholder does not
     receive any financial assistance or tax advantage from the corporation
     other than proportionally as a stockholder; (4) the interested stockholder
     does not become the beneficial owner of any additional shares of the
     corporation; and (5) at least five years have elapsed.  An "interested
     stockholder" is generally defined to mean any person that: (a) is the owner
     of 10% or more of the outstanding voting stock of such corporation, or (b)
     is an affiliate of a corporation and was the owner of 10% or more of the
     outstanding voting stock of the corporation at any time within two years
     immediately prior to the relevant date.

          Chapter 7A's fair price criteria include the following: (a) the
     aggregate amount of the cash and market value of the noncash consideration
     to be received by the holders of common stock is at least as much as the
     higher of (1) the highest price the interested stockholder paid for stock
     of the same class or series within the two-year period immediately prior to
     the announcement date of the combination proposal, and (2) the market value
     of stock of the same class or series on the announcement date or on the
     determination date; and (b) the aggregate amount of the cash and market
     value of the noncash consideration to be received by holders of stock other
     than common stock is at least as much as the highest of (1) the highest
     price the interested stockholder paid for the same class or series within
     the two-year period immediately prior to the announcement date of the
     combination proposal, (2) the highest preferential amount per share to
     which the holders of such stock are entitled in the event of any
     liquidation, dissolution, or winding up of the corporation, and (3) the
     market value of stock of the same class or series on the announcement date
     or on the determination date.

          Under certain circumstances, Chapter 7A may make it more difficult for
     an "interested stockholder" to effect various business combinations with a
     corporation for a five-year period, although the stockholders may elect

                                       4
that the Company not be governed by this section, upon the affirmative vote
     of 90% of the outstanding voting shares and two thirds of the shares not
     owned by the interested stockholder.  The Company's stockholders have taken
     no action to exclude the Company from restrictions imposed under Chapter 7A
     of the MBCA and the Restated Articles of Incorporation include these
     provisions by reference.  It is anticipated that the provisions of Chapter
     7A may encourage companies interested in acquiring the Company to negotiate
     in advance with the Board of Directors.

          Chapter 7B of the MBCA is also applicable to certain corporations
     organized under the laws of Michigan including the Company.  Subject to
     certain exceptions, Chapter 7B provides that once a person proposes to make
     or makes a "control share acquisition" and delivers an acquiring person
     statement to the corporation, the stockholders must vote on whether the
     control shares may exercise voting rights.  Such rights are granted only by
     resolution approved by both (a) a majority of the votes cast by holders
     entitled to vote and a majority of any class entitled to vote, and (b) a
     majority of the votes cast and a majority of any class entitled to vote
     excluding the interested shares.  "Control shares" means shares which, if
     voted, would have voting power when added together with all other shares a
     person either owns or directs the exercise, within the following ranges:
     (a) at least 20% but less than 33 1/3% of all voting power; (b) at least 33
     1/3% but less than a majority of all voting power; or (c) a majority of all
     voting power.  An acquisition of shares is not considered a control share
     acquisition under certain circumstances, including where the acquisition is
     part of a merger or share exchange if the corporation is a party to the
     agreement of merger or share exchange.

          If authorized by the corporation's articles of incorporation or bylaws
     (i) control shares acquired in a control share acquisition with respect to
     which no acquiring person statement has been filed may be redeemed by the
     corporation at any time more than 60 days after the end of the control
     share acquisition at "fair value;" and (ii) control shares acquired in a
     control share acquisition which are not accorded full voting rights may be
     redeemed by the corporation at "fair value."  Unless provided otherwise in
     the corporation's articles of incorporation or bylaws, in the event that
     control shares acquired in a control share acquisition are accorded full
     voting rights and the acquiring person has acquired a majority of all
     voting power of the corporation, the shareholders of the corporation, other
     than the acquiring person, have dissenters' rights.

          Under certain circumstances, Chapter 7B may make it more difficult for
     an "acquiring person" to exercise control over a corporation due to the
     limitations placed on that person's ability to vote the control shares,
     although the corporation may, before any such control share acquisition,
     elect not to be governed by this chapter by adopting an amendment to the
     corporation's articles of incorporation or bylaws.  The Company's Restated
     Articles of Incorporation and Restated Bylaws do not exclude the Company
     from the provisions of Chapter 7B of the MBCA and the Restated Articles of
     Incorporation incorporate its current provisions by reference.  The
     Company's Restated Articles of Incorporation also include provisions
     authorizing a forced redemption of control shares under certain
     circumstances as specified by Chapter 7B.  It is anticipated that the
     provisions of Chapter 7B may encourage acquiring persons interested in
     obtaining control over the Company to negotiate in advance with the Board
     of Directors.

          Section 1368 of the MBCA, which is applicable to corporations
     organized under the laws of Michigan including the Company, prohibits a
     corporation from purchasing, either directly or indirectly, any of its
     shares that are listed on a national securities exchange from any person
     who holds at least 3% of its shares unless one of the following conditions
     is met: (a) the corporation makes an equivalent offer to all other holders
     of the same shares; (b) the purchase is authorized in advance by the
     stockholders entitled to vote thereon; (c) the purchase meets the
     requirements of the articles of incorporation for such a purchase; (d) the
     shares are beneficially owned by the person for at least two years prior to
     the purchase date; (e) the purchase is made on the open market; (f) the
     purchase price is not more than the average market price of the shares
     during the 30 business days prior to the purchase date; or (g) the purchase
     is otherwise authorized by the MBCA.  Under certain circumstances, Section
     1368 prevents a stockholder from selling his shares back to the corporation
     at a premium within two years of that stockholder's purchase of the shares
     unless one of the other conditions is met. However, the stockholders may
     approve such a purchase by the corporation or the corporation may include
     in its articles of incorporation lesser requirements for such a
     transaction. The Company's Restated Articles of Incorporation do not
     contain any provisions exempting the Company from the provisions of Section
     1368 of the MBCA. It is anticipated that the

                                       5
provisions of Section 368 may discourage persons from obtaining quantities
     of the Company's stock for the sole purpose of eliciting a premium from the
     Company in a resale of those shares.

                CERTAIN ANTI-TAKEOVER PROVISIONS IN THE RESTATED
                     ARTICLES OF INCORPORATION AND BYLAWS

          The following discussion is a general summary of certain provisions of
     the Restated Articles of Incorporation ("Restated Articles") and Bylaws of
     the Company which may be deemed to have an "anti-takeover" effect. The
     description of these provisions is necessarily general and reference should
     be made in each case to the Restated Articles and Bylaws of the Company,
     which are incorporated herein by reference.

          In addition to discouraging a takeover attempt which a majority of the
     stockholders of the Company might determine to be in their best interest or
     in which the stockholders of the Company might receive a premium over the
     current market prices for their shares, the effect of these provisions may
     render the removal of management more difficult.  It is thus possible that
     incumbent officers and directors might be able to retain their positions
     (at least until their term of office expires) even though a majority of the
     stockholders desire a change.

     Classified Board of Directors

          Article X of the Restated Articles provides that the Board of
     Directors is to be divided into three classes which shall be as nearly
     equal in number as possible. Under Article X, the directors in each class
     serve for terms of three years and until their respective successors are
     elected and qualified, with approximately one-third of the directors
     elected each year. Article XI provides that a director may be removed only
     by the affirmative vote of the holders of at least 80% of the outstanding
     shares entitled to vote and only for cause.

          A classified Board of Directors could make it more difficult for
     stockholders to change a majority, whereas a majority of a non-classified
     board could be changed in one year.  In the absence of the provisions of
     the Restated Articles classifying the Board, all of the directors would be
     elected each year.

          Management of the Company believes that the staggered election of
     directors tends to promote continuity of management because only one-third
     of the Board of Directors are subject to election each year.  Staggered
     terms help to ensure that, at any one time, approximately two-thirds of the
     Board will be comprised of persons who have at least one year's experience
     as directors of the Company.  In addition, the use of staggered terms
     moderates the pace of changes in the Board of Directors by extending the
     minimum time required to elect a majority of directors from one to two
     years.

     Availability of Serial Preferred Stock

          The Company's Restated Articles authorize the issuance of up to
     10,000,000 shares of serial preferred stock, which may be issued with
     rights and preferences that could impede an acquisition.  This preferred
     stock, none of which has yet been issued by the Company, together with
     authorized but unissued shares of common stock (the Restated Articles
     authorize the issuance of up to 40,000,000 shares of the Common Stock),
     could also represent additional capital stock required to be purchased by
     the acquirer.

     Advance Notice Requirement for Nominations

          Article VIII of the Company's Restated Articles provides that any
     stockholder desiring to make a nomination for the election of directors or
     a proposal for new business at a meeting of stockholders must submit
     written notice to the Secretary of the Company not fewer than 30 or more
     than 60 days in advance of the meeting. Management believes that it is in
     the best interests of the Company and its stockholders to provide
     sufficient time to enable management to disclose to stockholders
     information about a dissident slate of nominations for directors. This
     advance notice requirement may also give management time to solicit its own
     proxies in an attempt to defeat any dissident slate of nominations should
     management determine that doing so is in the best interest of

                                       6
stockholders generally.  Similarly, adequate advance notice of stockholder
     proposals will give management time to study such proposals and to
     determine whether to recommend to the stockholders that such proposals be
     adopted.

     Size of Board of Directors; Filling of Vacancies

          Article X of the Company's Restated Articles provide that the number
     of directors of the Company (exclusive of directors, if any, to be elected
     by the holders of any to-be-issued shares of preferred stock of the
     Company) should not be fewer than 7 or more than 11 as shall be provided
     from time to time in accordance with the Company's Bylaws. Additionally,
     the power to determine the number of directors within these numerical
     limitations and the power to fill vacancies, whether occurring by reason of
     an increase in the number of directors or by resignation, is vested in the
     Company's Board of Directors. The overall effect of such provisions may be
     to prevent a person or entity from immediately acquiring control of the
     Company through an increase in the number of the Company's directors and
     election of his, or its nominees to fill the newly created vacancies.

     Amendment of Bylaws

          Article XVII of the Company's Restated Articles provides that the
     Company's Bylaws may be amended by the affirmative vote of either two-
     thirds of the Company's Board of Directors or the holders of at least 80%
     of the outstanding shares of the Company's stock entitled to vote generally
     in the election of directors.  Absent this provision, Michigan law provides
     that a corporation's bylaws may be amended by the holders of a majority of
     the voting power of the corporation present and entitled to vote at a duly
     held meeting.  The Company's Restated Bylaws contain numerous provisions
     concerning its governance, such as fixing the number of directors and
     determining the number of directors constituting a quorum.  By reducing the
     ability of a potential corporate raider to make changes in the Company's
     Bylaws and to reduce the authority of the Board or Directors or impede its
     ability to manage the Company, this provision of the Restated Articles
     could have the effect of discouraging a tender offer or other takeover
     attempt where the ability to make fundamental changes through bylaw
     amendments is an important element of the takeover strategy of the
     acquirer.

     Amendment of Articles

          Article XVIII of the Company's Restated Articles provides that
     specified provisions contained in the Restated Articles may not be repealed
     or amended except by an affirmative vote of at least 80% of the outstanding
     shares of the Company's stock entitled to vote generally in the election of
     directors; provided, however, that such provisions may be repealed or
     amended upon a majority of stockholder vote if first approved by a majority
     of the continuing Directors, as defined in Article XVIII. This requirement
     exceeds the majority vote of stockholders present and entitled to vote that
     it would otherwise be required by Michigan law for the repeal or amendment
     of a provision of the Restated Articles. The specific provisions for which
     an 80% vote is required by Article XVIII are (i) Article VII providing for
     cumulative voting in the election of directors; (ii) Article VIII requiring
     written notice to the Company of nominations for the election of directors
     and new business proposals, quorum requirements and the calling of special
     meetings; (iii) Article IX eliminating the power of stockholders to act by
     written consent without a meeting; (iv) Article X governing the number of
     the Company's Board of Directors, the filling of vacancies on the Board of
     Directors and classified terms of the Board of Directors; (v) Article XI
     governing the removal of directors; (vi) Article XII providing for the
     indemnification of directors, officers, employees and agents of the
     Company; (vii) Article XIII pertaining to the elimination of the liability
     of the directors to the Company and its stockholders for monetary damages,
     with certain exceptions, for breach of fiduciary duty; (viii) Article XV
     providing for the applicability to the Company of Section 7A of the MBCA,
     which restricts business combinations involving the Company and "interested
     stockholders;" (ix) Article XVI providing for the applicability to the
     Company of Section 7B of the MBCA, which eliminates voting rights of
     persons who hold 20%, 33-1/3% and a majority of all outstanding shares of
     Common Stock unless stockholder approval is received at each such level;
     and (x) Article XVII and Article XVIII governing the required stockholder
     vote for amending the Bylaws and Restated Articles of the Company. See
     "Restrictions on Acquisition of the Company and the Bank -- Michigan Anti-
     Takeover Statutes," above.

                                       7
Benefit Plans

          In addition to the provisions of the Company's Restated Articles and
     Bylaws described above, certain benefit plans of the Company and the Bank
     contain provisions that also may discourage hostile takeover attempts which
     the Boards of Directors of the Company and the Bank might conclude are not
     in the best interests of the Company, the Bank or the Company's
     stockholders.

     The Purpose and Effect of the Anti-Takeover Provisions in the Company's
     Restated Articles and Bylaws

          The Boards of Directors of the Company and the Bank believe that the
     provisions described above reduce the Company's vulnerability to takeover
     attempts and certain other transactions which have not been negotiated with
     and approved by its Board of Directors.  These provisions also assist the
     Company and the Bank in the orderly deployment of the net proceeds of the
     Offering into productive assets during the initial period after the
     Offering.  The Boards of Directors of the Company and the Bank believe
     these provisions are in the best interests of the Bank and of the Company
     and its stockholders.  In the judgment of the Boards of Directors of the
     Company and the Bank, the Company's Board is in the best position to
     consider all relevant factors and to negotiate for what is in the best
     interests of the stockholders and the Company's other constituents.
     Accordingly, the Boards of Directors of the Company and the Bank believe
     that it is in the best interests of the Company and its stockholders to
     encourage potential acquirers to negotiate directly with the Company's
     Board of Directors and that these provisions encourage such negotiations
     and discourage nonnegotiated takeover attempts.  It is also the view of the
     Board of Directors that these provisions should not discourage persons from
     proposing a merger or other transaction at prices reflective of the true
     value of the Company and which is in the best interests of all
     stockholders.

          Attempts to acquire control of financial institutions and their
     holding companies have recently become increasingly common.  Takeover
     attempts which have not been negotiated with and approved by the Board of
     Directors present to stockholders the risk of a takeover on terms which may
     be less favorable than might otherwise be available.  A transaction which
     is negotiated and approved by the Board of Directors, on the other hand,
     can be carefully planned and undertaken at an opportune time in order to
     obtain maximum value for the Company and stockholders, with due
     consideration given to matters such as the management and business of the
     acquiring corporation and maximum strategic development of the Company's
     assets.

          An unsolicited takeover proposal can seriously disrupt the business
     and management of a corporation and cause great expense.  Although a tender
     offer or other takeover attempt may be made at a price substantially above
     then current market prices, such offers are sometimes made for less than
     all the outstanding shares of a target company.  As a result, stockholders
     may be presented with the alternative of partially liquidating their
     investment at a time that may be disadvantageous, or retaining their
     investment in an enterprise which is under different management and whose
     objectives may not be similar to those of the remaining stockholders.  The
     concentration of control that could result from a tender offer or other
     takeover attempt could also deprive the Company's remaining stockholders of
     the benefits of having the Common Stock quoted on the Nasdaq National
     Market and of certain protective provisions of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act").

          Despite the belief of the Company as to the benefits to stockholders
     of these provisions of the Company's Restated Articles and Bylaws, these
     provisions may also have the effect of discouraging a future takeover
     attempt which would not be approved by the Company's Board of Directors,
     but pursuant to which the stockholders may receive a substantial premium
     for their shares over then current market prices. As a result, stockholders
     who might desire to participate in such a transaction may not have any
     opportunity to do so. Such provisions will also render the removal of the
     Company's Board of Directors and management more difficult and may tend to
     stabilize the Company's stock price, thus limiting gains which might
     otherwise be reflected in price increases due to a potential merger or
     acquisition. The Board of Directors, however, has concluded that the
     potential benefits of these provisions outweigh the possible disadvantages.
     Pursuant to applicable law, at any annual or special meeting of its
     stockholders, the Company may adopt additional provisions to its Restated
     Articles regarding the acquisition of its equity securities that would be
     permitted to a Michigan corporation. The Company does not presently intend
     to propose the adoption of further restrictions on the acquisition of the
     Company's equity securities.

                                       8
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 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 a 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 following is the list of Exhibits and also serves as the Exhibit
     Index.

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

                    4.1       Form of Flagstar Bank 401(k) Plan

                    4.2       Summary Plan Description of Flagstar Bank 401(k)
                              Plan

                    5         Opinion of Reinhart, Boerner, Van Deuren, Norris &
                              Rieselbach, P.C., as to the legality of the
                              original issuance of shares of Common Stock being
                              registered.

                    23.1      Consent of Grant Thornton LLP

                    23.2      Consent of Reinhart, Boerner, Van Deuren, Norris &
                              Rieselbach, P.C. (contained in Exhibit 5)

                                       9
Further, the Registrant hereby undertakes to submit the Plan and any
     amendment thereto to the Internal Revenue Service ("IRS") in a timely
     manner and will make all changes required by the IRS to qualify the Plan.

     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 prospectus required by Section 10(a)(3) of the Securities Act of 1933.

          (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.  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.

                                       10
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 Bloomfield Hills, Michigan, on April 29, 1997.

                                       FLAGSTAR BANCORP, INC.

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

      Each person whose signature appears below hereby appoints Thomas J.
  Hammond his or her true and lawful attorney-in-fact, with power to act and
  with full power of substitution in any and all capacities, to sign any or all
  amendments (including post-effective amendments) to the Registration Statement
  and file the same with all exhibits thereto, and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he or she might or could do
  in person, hereby ratifying and confirming all that said attorney-in-fact and
  agents, or their substitutes may lawfully cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
  this registration statement has been signed below by the following persons in
  the capacities and as of the dates indicated.
Signatures                      Title                                   Date
/s/ Thomas J. Hammond         Chairman & Chief Executive Officer          April 29, 1997
------------------------------  (Principal Executive Officer)
  Thomas J. Hammond           
 
  /s/ Michael W. Carrie         Executive Vice President and Treasurer      April 29, 1997
------------------------------  (Principal Financial & Accounting Officer)
  Michael W. Carrie           
 
  /s/ Mark T. Hammond           Vice Chairman & President                   April 29, 1997
------------------------------
  Mark T. Hammond
 
  /s/ Joan H. Anderson          Director & Executive Vice President         April 29, 1997
------------------------------
  Joan H. Anderson
 
  /s/ Mary Kay McGuire          Director, Senior Vice President &           April 29, 1997
------------------------------  Secretary
  Mary Kay McGuire            
 
  /s/ Ronald I. Nichols, Sr.    Director                                    April 29, 1997
------------------------------
  Ronald I. Nichols, Sr.
 
  /s/ James D. Coleman          Director                                    April 29, 1997
------------------------------
  James D. Coleman
 
  /s/ Charles Bazzy             Director                                    April 29, 1997
------------------------------
  Charles Bazzy
 
  /s/ Harry S. Ellman           Director                                    April 29, 1997
------------------------------
  Harry S. Ellman
 
  /s/ William B. Bortels        Director                                    April 29, 1997
------------------------------
  William B. Bortels
Pursuant to the requirements of the Securities Act of 1933, the
  undersigned trustee of the Flagstar Bank, FSB 401(k) Plan has duly caused this
  Registration Statement to be signed in the City of Bloomfield Hills, State of
  Michigan, on April 29, 1997.

                            By:  /s/ Charles Bazzy
                                 ------------------------------------
                                 Charles Bazzy, as Trustee of the
                                 Flagstar Bank, FSB 401(k) Plan