FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SEYMOUR JOHN /SENATOR/ 		2. Issuer Name and Ticker or Trading Symbol

INDYMAC BANCORP INC [ IMB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

888 E WALNUT STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2008
(Street)

PASADENA, CA 91101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/19/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) (2) (3) 2/15/2008     P    219.93   A $7.9318   8389.93   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The issuer maintains a deferred compensation plan under which participants may elect to invest balances in issuer stock or in a cash fund. If participants elect to invest balances in issuer stock, shares are purchased on the open market and held by the plan trustee until the deferred compensation plan balances are distributed. During the deferral period, all dividends are reinvested in issuer stock and plan participants do not have the right to vote the shares. At the end of the deferral period, all shares purchased pursuant to the initial investment election or dividend reinvestment are distributed to the participant.
( 2)  The reporting person has chosen to invest a portion of his deferred compensation in issuer stock, and the plan trustee has purchased an equal number of shares on the open market. Upon advice of counsel based on SEC guidance, this form is a required filing and the amount reported in this table reflects the reporting person's right to receive this number of shares.
( 3)  This program was pre-approved by the Management Development and Compensation Committee of the Board of Directors of issuer, pursuant to Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEYMOUR JOHN /SENATOR/
888 E WALNUT STREET
PASADENA, CA 91101 		X



Signatures
By: James Barbour as Attorney-In-Fact 2/20/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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