UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~October 19,~~of ~~2011~~1934

~~EOS~~Date ~~Preferred~~of ~~Corporation~~Report (Date of earliest event reported): December 22, 2011

~~(Exact~~EOS ~~Name~~Preferred ~~of Registrant as Specified in Charter)~~Corporation

~~Massachusetts~~ (~~State~~Exact orName ~~Other Jurisdiction~~ of ~~Incorporation)~~Registrant ~~000-25193~~as ~~(Commission~~Specified ~~File~~in ~~Number~~Charter) ~~04-3439366 (I.R.S. Employer Identification No.)~~

~~1271~~Massachusetts ~~Avenue~~(State ofor ~~the~~Other ~~Americas~~Jurisdiction ~~46th~~of ~~Floor~~Incorporation) ~~New~~000-25193 ~~York, New York~~ (~~Address~~Commission ofFile ~~Principal Executive Offices~~Number) ~~10020~~04-3439366 (~~Zip~~I.R.S. ~~Code~~Employer Identification No.)

~~(212) 377-1503 (Registrant’s~~1271 ~~telephone~~Avenue ~~number~~of the Americas 46th Floor New York, ~~including~~New ~~area~~York ~~code~~(Address of Principal Executive Offices) 10020 (Zip Code)

~~Check the appropriate box below if the Form 8~~ (212) 377-~~K filing is intended to simultaneously satisfy the~~1503 ~~filing~~ (Registrant’s ~~obligation~~telephone ofnumber, ~~the~~including ~~registrant~~area ~~under any of the following provisions:~~code)

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the filing ~~Securities~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~230.425)~~under any of the following provisions:

o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12(b)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~ 14a-212(b) under the Exchange Act (17 CFR 240.~~14d~~14a-212(b))

o Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item 7.01.~~o ~~Regulation FD~~Pre-commencement ~~Disclosure~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

OnTABLE ~~November 30,~~OF 2010, Aurora Bank FSB (the “Bank”), the parent of EOS Preferred Corporation (the “Corporation”), entered into a Stipulation and Consent to Issuance of Amended Order to Cease and Desist with the Office of Thrift Supervision (the “OTS”) whereby the Bank consented to the issuance of an Amended Order to Cease and Desist (the “Amended Order”) issued by the OTS, which amended the original Cease and Desist Order issued by the OTS on January 26, 2009 (the “Original Order”). In addition, on November 30, 2010, the OTS terminated the Prompt Corrective Action Directive, originally issued to the Bank on February 4, 2009. More detailed information can be found in the Amended Order itself, a copy of which is available on the OTS’ website ( www.ots.treas.gov ). CONTENTS

~~The~~Item ~~Amended Order did not amend provisions in the Original Order that require the Bank to ensure that each of its subsidiaries, including the Corporation, complies with the Original Order as amended~~7. These operating restrictions, among other things, restrict transactions with affiliates, capital distributions, contracts outside the ordinary course of business and changes in senior executive officers, board members or their employment arrangements without prior written notice to the OTS01. ~~Under~~Regulation ~~the~~FD ~~Amended~~Disclosure ~~Order, the Corporation must continue to seek and receive approval from the OTS for the payment of dividends to its preferred and common shareholders.~~ SIGNATURES

PursuantTable to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the OTS was abolished on July 21, 2011 (“Transfer Date”), and the duties and powers of the OTS were transferred to the Office of the Comptroller of the Currency (“OCC”). Consequently, effective on the Transfer Date, the primary regulator of the Corporation’s parent, the Bank, became the OCC. As part of the transition of primary regulators, the OCC, as successor to the OTS, is charged with undertaking a review of various matters impacting the Bank and the Corporation which includes the payment of dividends to the Corporation’s preferred and common shareholders.. The OCC’s review is ongoing and the Bank and the Corporation continue to work closely with the OCC during the transition period. To date, the approval of the OCC, as successor to the OTS, required by the Amended Order for the payment of dividends to the Corporation’s preferred and common shareholders has not been received. Accordingly, the Board of Directors of the Corporation (“Board of Directors”) did not declare or pay a dividend on the Corporation’s 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D (“Series D preferred stock”), that would have been payable on October 17, 2011. There can be no assurance that approval or non-objection for the payment of future dividends will be received from the OCC or when or if such OCC approval requirement will be removed. Furthermore, any future dividends on the Series D preferred stock will be payable only when, as and if declared by the Board of Directors. The terms of the Series D preferred stock provide that dividends on the Series D preferred stock are not cumulative and if no dividend is declared for a quarterly dividend period, the holders of the Series D preferred stock will have no right to receive a dividend for that period, and the Corporation will have no obligation to pay a dividend for that period, whether or not dividends are declared and paid for any future period. Contents

In order to continue to qualify as a real estate investment trust (“REIT”), under the Internal Revenue Code of 1986, as amended, the Corporation generally is required each year to distribute to its stockholders at least 90% of its net taxable income, excluding net capital gainsItem 7. ~~As a REIT, the Corporation generally is not required to pay federal income tax if it continues to meet this and a number of other requirements~~01. IfRegulation FD the OCC fails to remove the requirement for approval and does not grant further approval or non-objection to the Corporation to pay dividends to its stockholders in an amount necessary to maintain the Corporation’s REIT qualification prospectively, the Corporation will fail to qualify as a REIT and, as a result, will be subject to federal income taxDisclosure.

~~Forward-Looking~~On ~~Statements~~December 20, 2011, the Office of the Comptroller of the Currency (the “OCC”) provided authorization to Aurora Bank (the “Bank”) permitting its operating subsidiary, EOS Preferred Corporation (“EOS”), to declare and pay a quarterly dividend to its shareholders, provided such dividends be declared no later than December 30, 2011 and be paid no later than January 31, 2012.

~~This~~Accordingly, ~~Current~~the ~~Report~~Board onof ~~Form~~Directors ~~8-K~~of ~~contains~~EOS ~~certain~~(the “~~forward-looking~~Board ~~statements~~of Directors”) ~~within~~declared ~~the~~on ~~meaning of~~December 21, ~~Section~~2011, a dividend payable on January ~~27A~~12, of2012, for the ~~Securities~~quarter ~~Act~~ended December 31, 2011, to holders of ~~1933~~record on January 5, as2012 ~~amended~~of each of EOS’s: (1) 8.50% Non-Cumulative Exchangeable Preferred Stock, ~~and~~Series D ~~Section~~(the “Series ~~21E~~D ofpreferred stock”), in the ~~Securities~~amount ~~Exchange~~of $0.53125 per share; and (2) ~~Act~~8.00% ofCumulative ~~1934~~Preferred Stock, asSeries B, ~~amended~~in the amount of $20.00 per share per cumulative quarter for the third and fourth calendar quarters of 2011.

~~Those~~Any ~~forward-looking~~future ~~statements~~dividends ~~include~~will ~~all~~be ~~statements~~payable ~~other~~only ~~than~~when, ~~those~~as ~~made~~and ~~solely~~if ~~with~~declared ~~respect~~by the Board of Directors. The toterms ~~historical~~of ~~fact,~~the ~~including,~~Series D ~~without~~preferred ~~limitation,~~stock ~~any~~provide ~~estimates.~~that ~~Numerous~~dividends ~~risks,~~on ~~uncertainties~~the Series D preferred stock are not cumulative and if no dividend is declared for a quarterly period, the holders of the Series D ~~other~~preferred ~~factors~~stock ~~may~~will ~~cause~~have ~~actual~~no ~~results~~right to ~~differ~~receive ~~materially~~a ~~from~~dividend ~~those~~for ~~expressed~~that inperiod, ~~any~~and EOS will have no ~~forward-looking~~obligation ~~statements.~~to pay a dividend for that period, whether or not dividends are declared and paid for any future period.

~~Forward-looking~~In ~~statements~~order ~~should~~to ~~not~~continue beto ~~unduly~~qualify ~~relied~~as ~~upon~~a ~~because~~real ~~they~~estate ~~involve~~investment ~~known~~trust ~~and~~(a ~~unknown~~“REIT”) under the Internal ~~risks,~~Revenue ~~uncertainties~~Code ~~and~~of ~~other~~1986, ~~factors~~as amended, ~~some~~EOS ofgenerally ~~which~~is ~~are~~required ~~beyond~~each ~~the~~year ~~control~~to distribute to its stockholders at least 90% of ~~the~~its ~~Corporation~~net taxable income, excluding net capital gains. As a REIT, EOS generally is not required to pay federal income tax if it continues to meet this and a number of other requirements.

Such risks, uncertainties and other factors include, but are not limited to: limitations by regulatory authorities on the Corporation’s ability to implement its business plan and restrictions on its ability to pay dividends; the risk that the failure of the Corporation to maintain its status as a REIT would result in the Corporation being subject to federal income tax, including any applicable alternative minimum tax and excise tax; the risk that the Corporation could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost; further regulatory limitations on the business of the Bank that are applicable to the Corporation; the risk that a decline, or a perceived decline, in the Bank’s capital situation may result in the Series D preferred stock being subject to an automatic exchange into preferred shares of the Bank; the effect of the sale or dissolution of the Bank pursuant to the Settlement Agreement entered into in connection with the bankruptcy of the Bank’s indirect parent, Lehman Brothers Holdings Inc., on the business, financial condition and results of operations of the Corporation; the risk that the Series D preferred stock will in the future be delisted from The NASDAQ Stock Market or will otherwise cease to trade on The NASDAQ Stock Market; the risk that the Series D preferred stock may not otherwise retain value and/or liquidity; the risk that the Corporation may not have adequate cash available, including as a result of the Corporation being subject to federal income tax, to pay dividends with respect to the Series D preferred stock; negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the credit quality of the Corporation’s loan portfolios (the degree of the impact of which is dependent upon the duration and severity of these conditions); the level and volatility of interest rates; changes in consumer, investor and counterparty confidence in, and the related impact on, financial markets and institutions; legislative and regulatory actions which may adversely affect the Corporation’s business and economic conditions as a whole; the impact of litigation and regulatory investigations; various monetary and fiscal policies and regulations; changes in accounting standards, rules and interpretations and the impact on the Corporation’s financial statements; changes in the nature and quality of the types of loans held by the Corporation; and risks relating to the Corporation’s business discussed in its filings with the Securities and Exchange Commission. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Corporation to be materially different from the anticipated future results, performance or achievements that are expressed or implied by the forward-looking statements. Forward-~~looking~~Looking statements speak only as of the date they are made, and the Corporation undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. Statements

~~SIGNATURES~~This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

~~Pursuant~~Those toforward-looking ~~the~~statements ~~requirements~~include ofall ~~the~~statements ~~Securities~~other ~~Exchange~~than ~~Act~~those ofmade ~~1934~~solely with respect to historical fact. Numerous risks, ~~the~~uncertainties ~~registrant~~and ~~has~~other ~~duly caused~~factors ~~this~~may ~~report~~cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements should not be ~~signed~~unduly onrelied ~~its~~upon ~~behalf~~because bythey ~~the~~involve ~~undersigned~~known ~~hereunto~~and ~~duly~~unknown ~~authorized.~~risks, uncertainties and other factors, some of which are beyond the control of EOS.

	EOS Preferred Corporation (Registrant)
Date: October 19, 2011	By:	/s/ Brian Kuelbs
		Brian Kuelbs
		President

Such risks, uncertainties and other factors include, but are not limited to: limitations by regulatory authorities on EOS’s ability to implement its business plan and any future restrictions on its ability to pay dividends; the risk that the failure of EOS to maintain its status as a REIT would result in EOS being subject to federal income tax, including any applicable alternative minimum tax and excise tax; the risk that EOS could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost; further regulatory limitations on the business of the Bank that are applicable to EOS; the risk that a decline, or a perceived decline, in the Bank’s capital situation may result in the Series D preferred stock being subject to an automatic exchange into preferred shares of the Bank; the risk that the Bank’s capital ratios may fall below certain specified levels; the effect of the sale or dissolution of the Bank pursuant to the Settlement Agreement entered into in connection with the bankruptcy of the Bank’s indirect parent, Lehman Brothers Holdings, Inc., on the business, financial condition and results of operations of EOS; the risk that the Series D preferred stock will in the future be delisted from The NASDAQ Stock Market or will otherwise cease to trade on The NASDAQ Stock Market; the risk that the Series D preferred stock may not otherwise retain value and/or liquidity; the risk that EOS may not have adequate cash available, including as a result of EOS being subject to federal income tax, to pay dividends with respect to the Series D preferred stock; negative economic conditions that adversely affect the general

economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the credit quality of EOS’s investment and loan portfolios (the degree of the impact of which is dependent upon the duration and severity of these conditions); the level and volatility of interest rates; changes in consumer, investor and counterparty confidence in, and the related impact on, financial markets and institutions; legislative and regulatory actions which may adversely affect EOS’s business and economic conditions as a whole; the impact of litigation and regulatory investigations; various monetary and fiscal policies and regulations; changes in accounting standards, rules and interpretations and the impact on EOS’s financial statements; changes in the nature and quality of the types of investments and loans held by EOS; and risks relating to EOS’s business as discussed in its filings with the Securities and Exchange Commission.

These risks, uncertainties and other factors may cause the actual results, performance or achievements of EOS to be materially different from the anticipated future results, performance or achievements that are expressed or implied by the forward-looking statements. Forward-looking statements speak only as of the date they are made, and EOS undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	EOS Preferred Corporation (Registrant)
Date: December 22, 2011	By:	/s/ Brian Kuelbs
		Brian Kuelbs
		President

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