UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~ Current ~~REPORT~~Report

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

Date of Report (Date of earliest event reported): 01/30/2008 ~~November 6, 2007~~

BROOKE CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-51423		20-2679740
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Commission File Number: 000-51423

10950 Grandview Drive, Suite 600, Overland Park, Kansas		66210
Delaware		20-2679740
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

~~Registrant’s~~ 10950 ~~telephone~~Grandview ~~number~~Drive, ~~including~~Suite ~~area~~600, ~~code~~Overland ~~(913) 661-0123~~Park, Kansas 66210

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding ~~changed~~zip ~~since last report.~~code)

(913) 661-0123

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Item ~~Soliciting~~1.01. Entry ~~material~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Agreement

¨ Brooke ~~Pre-commencement~~Credit ~~communications~~Corporation ~~pursuant~~entered into an Amendment to ~~Rule~~one ~~14d-2(b)~~of ~~under~~its Credit and Security Agreements. The following summary of the ~~Exchange~~amendment ~~Act~~is ~~(17~~qualified ~~CFR~~by ~~240~~reference to the Amendment No.~~14d-~~ 2~~(b))~~, which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.

¨ The ~~Pre-commencement~~Maximum ~~communications~~Advance ~~pursuant~~rate tois ~~Rule~~the ~~13e-4~~lesser of: (c1) ~~under~~81% and (2) the ~~Exchange~~Minimum ~~Act~~Shadow ~~(17~~Rating, ~~CFR~~provided ~~240.13e-4(c))~~that is not be less than 75%;

~~Results~~ Excess ofContribution ~~Operations~~Amounts ~~and~~are ~~Financial~~reduced ~~Condition~~from $2,700,000 ~~Financial~~to ~~Statements~~$2,000,000; ~~and Exhibits~~

~~Item~~ The Program Fee Rate, during the exception period, means 2%; otherwise 1.026%; ~~Results~~provided that if the aggregate outstanding balance of ~~Operations~~the ~~and~~advances ~~Financial~~is ~~Condition~~less than $25,000,000 the Program Fee Rate shall be 2%; provided further that if the advances is greater than $50,000,000 the Program Fee Rate applicable to the amounts greater than $50,000,000 will be 1.4%.

~~On November 6,~~ ~~2007,~~Item ~~the Company issued a press release regarding the Company’s results of operations for the fiscal quarter ended September 30, 2007~~9. ~~A copy of the press release is attached hereto as Exhibit 99~~01.1 Financial Statements and ~~is incorporated herein by reference.~~Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
99.1		Press Release Issued November 6, 2007 announcing quarterly results of Brooke Credit Corporation for the period ending September 30, 2007

Exhibit 10.1 Amendment No. 2 to Amended and Restated Credit and Security Agreement dated August 29, 2006.

Signature(s)

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.

Date: 11/06/07

		BROOKE CREDIT CORPORATION


Date: February 05, 2008	By:	/s/ Michael Lowry
		Michael Lowry
		President and Chief Executive Officer

~~BROOKE~~ Exhibit ~~CREDIT~~Index ~~CORPORATION /s/ Michael Lowry Michael Lowry President and Chief Executive Officer~~

Exhibits

Exhibit No.		Description
EX-10.1		Amended and Restated Credit and Security Agreement

99.1 Press Release issued by BROOKE CREDIT CORPORATION on November 6, 2007.

Filing Compare · Aleritas Capital Corp.