~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event reported): December 22, 2011~~

~~EOS~~Securities ~~Preferred~~Exchange ~~Corporation~~Act of 1934

~~(Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Charter~~event reported): March 6, 2012

~~Massachusetts~~EOS ~~(State~~Preferred orCorporation ~~Other Jurisdiction of Incorporation) 000-25193 (Commission File Number) 04-3439366 (I.R.S. Employer Identification No.)~~

~~1271~~(Exact ~~Avenue~~Name of ~~the~~Registrant ~~Americas~~as ~~46th~~Specified ~~Floor~~in ~~New York, New York (Address of Principal Executive Offices~~Charter) ~~10020 (Zip Code)~~

(212) 377-1503 (Registrant’s telephone number, including area code)


Massachusetts	000-25193	04-3439366
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1271 Avenue of the Americas 46th Floor New York, New York		10020
(Address of Principal Executive Offices)		(Zip Code)

~~Check~~(212) ~~the appropriate box below if the Form 8~~377-K1503 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

o(Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425 under the Securities Act (17 CFR 230.425~~code)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow if ~~Rule~~the ~~14a~~Form 8-~~12(b)~~K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12(b))~~registrant under any of the following provisions:

o¨ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-412(cb) under the Exchange Act (17 CFR 240.~~13e~~14a-412(cb))

~~TABLE~~¨ OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ ~~7.01.~~Pre-commencement ~~Regulation~~communications FDpursuant ~~Disclosure~~to ~~SIGNATURES~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item 1.01 ofEntry ~~Contents~~into a Material Definitive Agreement.

~~Item~~On February 728, 2012, EOS Preferred Corporation (the “Company”) and Aurora Bank FSB (the “Bank”) finalized a Commercial Loan and REO Purchase Agreement (the “Agreement”) with Dawn LLC (the “Purchaser”) pursuant to which the Company contracted to sell certain small balance commercial loans and the Bank contracted to sell various commercial loans to the Purchaser.01 The total purchase price for all Bank and Company loans is $178,423,127. ~~Regulation~~The Agreement was executed following approval by the Company’s Board of Directors by special meeting held on February FD28, ~~Disclosure~~2012.

OnForward-Looking ~~December 20,~~Statements 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.

~~Accordingly,~~This ~~the~~Current Report ~~Board~~on ofForm ~~Directors~~8-K ofcontains ~~EOS~~certain ~~(the~~ “~~Board~~forward-looking ~~of Directors~~statements”) ~~declared~~within ~~on December 21, 2011, a dividend payable on January 12, 2012, for~~ the ~~quarter~~meaning ~~ended~~of ~~December~~Section ~~31,~~27A ~~2011, to holders~~ of ~~record~~the onSecurities ~~January 5,~~Act ~~2012~~ of ~~each of EOS’s: (1) 8.50% Non-Cumulative Exchangeable Preferred Stock~~1933, ~~Series D~~as ~~(the “Series D preferred stock”)~~amended, ~~in the amount of $0.53125 per share;~~ and ~~(2) 8.00% Cumulative Preferred Stock, Series~~Section B,21E ~~in the amount~~ of ~~$20.00 per share per cumulative quarter for~~ the ~~third~~Securities ~~and~~Exchange ~~fourth~~Act ~~calendar~~of ~~quarters~~1934, ofas ~~2011~~amended.

~~Any~~Those ~~future~~forward-looking ~~dividends~~statements ~~will~~include beall ~~payable~~statements ~~only~~other ~~when,~~than asthose ~~and~~made ifsolely ~~declared~~with byrespect ~~the~~to ~~Board~~historical offact, ~~Directors.~~including, ~~The terms~~without oflimitation, ~~the~~any estimates. ~~Series D~~Numerous ~~preferred~~risks, ~~stock~~uncertainties ~~provide that dividends on the Series D preferred stock are not cumulative~~ and ifother nofactors ~~dividend~~may iscause ~~declared~~actual ~~for~~results ato ~~quarterly~~differ ~~period,~~materially ~~the~~from ~~holders~~those ofexpressed ~~the~~in ~~Series D preferred~~any ~~stock~~forward-looking ~~will~~statements. ~~have~~Forward-looking nostatements ~~right~~should tonot ~~receive~~be aunduly ~~dividend~~relied ~~for~~upon ~~that~~because ~~period,~~they ~~and~~involve ~~EOS will have no~~known ~~obligation~~and tounknown ~~pay~~risks, auncertainties ~~dividend~~and ~~for~~other ~~that period~~factors, ~~whether~~some orof ~~not~~which ~~dividends~~ are ~~declared~~beyond ~~and~~the ~~paid~~control ~~for any~~of ~~future~~the ~~period~~Corporation.

InSuch ~~order~~risks, uncertainties and other factors include, but are not limited to: ~~continue~~limitations by regulatory authorities on the Corporation’s ability to ~~qualify~~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 ~~real~~REIT ~~estate~~would ~~investment~~result ~~trust~~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”) ~~under~~for the ~~Internal~~ ~~Revenue~~four ~~Code~~taxable years following the year during which qualification was lost; further regulatory limitations on the business of ~~1986~~the Bank that are applicable to the Corporation; the risk that a decline, asor ~~amended~~a perceived decline, ~~EOS~~in ~~generally~~the isBank’s ~~required~~capital situation ~~each~~may ~~year~~result in the Series D preferred stock being subject to ~~distribute~~an automatic exchange into preferred shares of the Bank; the effect of the sale or dissolution of the Bank pursuant to ~~its stockholders~~the atSettlement ~~least~~Agreement ~~90%~~entered into in connection with the bankruptcy of ~~its~~the ~~net~~Bank’s ~~taxable~~indirect ~~income~~parent, ~~excluding~~Lehman ~~net~~Brothers ~~capital~~Holdings ~~gains~~Inc., Ason athe ~~REIT~~business, ~~EOS~~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 ~~generally~~NASDAQ isStock ~~not~~Market ~~required~~or will otherwise cease to ~~pay~~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, ifto itpay ~~continues~~dividends with respect to ~~meet~~the ~~this~~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 ~~number~~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 ~~requirements~~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 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.

~~Forward-Looking~~SIGNATURES ~~Statements~~

~~This~~Pursuant ~~Current~~to ~~Report~~the onrequirements ~~Form~~of ~~8-K~~the ~~contains~~Securities ~~certain~~Exchange ~~“forward-looking~~Act ~~statements”~~of ~~within~~1934, the ~~meaning~~registrant ~~of Section 27A~~has ofduly ~~the~~caused ~~Securities~~this ~~Act~~report ofto ~~1933,~~be assigned ~~amended,~~on ~~and~~its ~~Section 21E~~behalf ofby the ~~Securities~~undersigned ~~Exchange Act~~hereunto ofduly ~~1934, as amended~~authorized.

Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements should not be unduly relied upon because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of EOS.


	EOS Preferred Corporation
	(Registrant)

Date: March 6, 2012	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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