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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A

Amendment No. 2




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|                                                |  |                                                                                             
|----------------------------------------------- |  | --------------------------------------------------------------------------------------------
|þ                                               |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                               
|For the fiscal year ended December 31,
    2003
|                                               
|o                                               |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                               
|                                                |  | For the transition period
    from           to           .                                 

Commission file number: 0-1100



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Hawthorne Financial Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                                        |  |                                         
|------------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                                |  | 95-2085671                              
|(State or other jurisdiction of
    incorporation or organization)                                      |  | (I.R.S. Employer
    Identification No.)
|                                                                                                       
|2381 Rosecrans Avenue, 2nd Floor
    El Segundo, California(Address of principal executive
    offices) |  | 90245(Zip Code)                         

Registrants telephone number, including
area
code:     (310) 725-5000

Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, par value $0.01 per
share


(Title of class)


Indicate by check
mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ          No o

Indicate by check
mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K
or any amendment to this
Form 10-K.     þ

As of June 30,
2003 (the last business day of the most recently completed
second fiscal quarter), the aggregate market value of voting and
non-voting stock held by nonaffiliates of the registrant was
approximately $243,941,536 (based upon the last reported sales
price of the Common Stock as reported by the Nasdaq National
Market). Shares of Common Stock held by each executive officer,
director, and shareholders with beneficial ownership of greater
than 10% of the outstanding Common Stock of the registrant and
persons or entities known to the registrant to be affiliates of
the foregoing have been excluded in that such persons may be
deemed to be affiliates. This assumption regarding affiliate
status is not necessarily a conclusive determination for other
purposes.

Indicate by check
mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the
Act.     Yes þ          No o

The number of
shares of Common Stock, par value $0.01 per share, of the
Registrant outstanding as of March 31, 2004 was
11,799,221 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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EXPLANATORY NOTE

Hawthorne Financial Corporation
(Company) is filing this Amendment No. 2 to its
Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, for the purpose of amending and
restating in its entirety Part IV, Item 15 of
such annual report on Form 10-K, as set forth below.




PART IV






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K

(A) The following documents are filed as
part of this report:

(1) Financial Statements

Independent Auditors Report

Consolidated Financial Statements



| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | Consolidated Statements of Financial Condition as
    of December 31, 2003 and 2002.                     
|
| | Consolidated Statements of Income for the years
    ended December 31, 2003, 2002 and 2001.              
|
| | Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2003, 2002 and 2001.
|
| | Consolidated Statements of Cash Flows for the
    years ended December 31, 2003, 2002 and 2001.          
|
| | Notes to Consolidated Financial Statements for
    the years ended December 31, 2003, 2002 and 2001.     

(2) Financial Statement Schedules

Schedules are omitted because they are not
applicable or because the required information is provided in
the Consolidated Financial Statements, including the Notes
thereto.

(B) Reports on Form 8-K

During the fourth quarter of 2003, registrant
filed the following Current Reports on Form 8-K:

|           |  |      |     |           |  |  |         | 
|---------- |  | ---- | --- | --------- |  |  | ------- | 
|Date Filed |  | Form |     | Item Nos.
|           |  |      |     |          
|09/25/03   |  |      | 8-K |           |  |  | 5, 7, 9 | 
|10/24/03   |  |      | 8-K |           |  |  | 12      | 
|10/30/03   |  |      | 8-K |           |  |  | 7, 9    | 

(C) Exhibits

Exhibits are listed by number corresponding to
the Exhibit Table of Item 601 of Regulation S-K.

|        |     |                         |  |                                                                                                                                 
|------- | --- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |                        
|Number  |     | Description of Document
|        |     |                        
|        | 3.1 |                         |  | Certificate of Incorporation of the Company and
    Amendment of Certificate of Incorporation of the Company(1)                 
|        | 3.2 |                         |  | Bylaws of the Company(1)                                                                                                        
|        | 4.1 |                         |  | Specimen certificate of the Companys Common
    Stock(2)                                                                       
|        | 4.2 |                         |  | Form of Warrants to purchase Common Stock(2)                                                                                    
|        | 4.3 |                         |  | Registration Rights Agreement among the Company
    and certain investors(2)                                                    
|        | 4.4 |                         |  | Unit Purchase Agreement among the Company and the
    investors named therein(2)                                                
|        | 4.5 |                         |  | Indenture dated as of March 28, 2001 between
    Hawthorne Financial Corporation and Wilmington Trust Company, as
    Trustee(2)

1



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|        |      |                         |  |                                                                                                                                                                                                                            
|------- | ---- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Document
|        |      |                        
|        | 4.6  |                         |  | Certificate of Trust of HFC Capital
    Trust I(2)                                                                                                                                                                         
|        | 4.7  |                         |  | Amended and Restated Trust Agreement of HFC
    Capital Trust I, among Hawthorne Financial Corporation,
    Wilmington Trust Company and the Administrative Trustees named
    therein dated as of March 28, 2001(2)       
|        | 4.8  |                         |  | Capital Securities Certificate of HFC Capital
    Trust I(2)                                                                                                                                                               
|        | 4.9  |                         |  | Common Securities Certificate of HFC Capital
    Trust I(2)                                                                                                                                                                
|        | 4.10 |                         |  | Capital Securities Guarantee Agreement between
    Hawthorne Financial Corporation and Wilmington Trust Company,
    dated as of March 28, 2001(2)                                                                         
|        | 4.11 |                         |  | Common Securities Guarantee Agreement between
    Hawthorne Financial Corporation and Wilmington Trust Company,
    dated as of March 28, 2001(2)                                                                          
|        | 4.12 |                         |  | 10.18% Junior Subordinated Deferrable Interest
    Debentures due June 8, 2031(2)                                                                                                                                          
|        | 4.13 |                         |  | Indenture dated as of November 28, 2001
    between Hawthorne Financial Corporation and Wilmington Trust
    Company, as Trustee(3)                                                                                        
|        | 4.14 |                         |  | Certificate of Trust of HFC Capital
    Trust II(3)                                                                                                                                                                        
|        | 4.15 |                         |  | Amended and Restated Trust Agreement of HFC
    Capital Trust II, among Hawthorne Financial Corporation,
    Wilmington Trust Company and the Administrative Trustees named
    therein dated as of November 28, 2001(3)   
|        | 4.16 |                         |  | Capital Securities Certificate of HFC Capital
    Trust II(3)                                                                                                                                                              
|        | 4.17 |                         |  | Common Securities Certificate of HFC Capital
    Trust II (3)                                                                                                                                                              
|        | 4.18 |                         |  | Capital Securities Guarantee Agreement between
    Hawthorne Financial Corporation and Wilmington Trust Company,
    dated as of November 28, 2001(3)                                                                      
|        | 4.19 |                         |  | Floating Rate Junior Subordinated Debt Securities
    due December 8, 2031(3)                                                                                                                                              
|        | 4.20 |                         |  | HFC Capital Trust II Placement Agent
    Agreement(3)                                                                                                                                                                      
|        | 4.21 |                         |  | Declaration of Trust of HFC Capital
    Trust III(7)                                                                                                                                                                       
|        | 4.22 |                         |  | Amended and Restated Declaration of Trust of HFC
    Capital Trust III, among Hawthorne Financial Corporation,
    Wilmington Trust Company and the Administrative Trustees named
    therein dated as of April 10, 2002(7)
|        | 4.23 |                         |  | Capital Securities Certificate of HFC Capital
    Trust III(7)                                                                                                                                                             
|        | 4.24 |                         |  | Common Securities Certificate of HFC Capital
    Trust III(7)                                                                                                                                                              
|        | 4.25 |                         |  | Capital Securities Guarantee Agreement between
    Hawthorne Financial Corporation and Wilmington Trust Company,
    dated as of April 10, 2002(7)                                                                         
|        | 4.26 |                         |  | Floating Rate Junior Subordinated Debt Security
    due 2032(7)                                                                                                                                                            
|        | 4.27 |                         |  | Indenture dated as of April 10, 2002,
    between Hawthorne Financial Corporation and Wilmington Trust
    Company, as Trustee(7)                                                                                          
|        | 4.28 |                         |  | Certificate of Trust of HFC Capital Trust IV
    (7)                                                                                                                                                                       
|        | 4.29 |                         |  | Amended and Restated Trust Agreement of HFC
    Capital Trust IV, among Hawthorne Financial Corporation,
    The Bank of New York and the Administrative Trustees named
    therein dated as of November 1, 2002(7)        
|        | 4.30 |                         |  | Preferred Security Certificate of HFC Capital
    Trust IV(7)                                                                                                                                                              
|        | 4.31 |                         |  | Common Security Certificate of HFC Capital
    Trust IV(7)                                                                                                                                                                 
|        | 4.32 |                         |  | Guarantee Agreement between Hawthorne Financial
    Corporation and The Bank of New York, dated as of
    November 1, 2002(7)                                                                                              
|        | 4.33 |                         |  | Floating Rate Junior Subordinated Note due 2032(7)                                                                                                                                                                         
|        | 4.34 |                         |  | Junior Subordinated Indenture dated as of
    November 1, 2002 between Hawthorne Financial Corporation
    and The Bank of New York, as Trustee(7)                                                                         

2



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|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                              
|------- | ----- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 9.0   |                         |  | Form of Shareholders Agreement between Commercial
    Capital Bancorp, Inc. and each of the directors of
    Hawthorne Financial Corporation, dated January 27, 2004
    (filed as Annex A to the Agreement and Plan of Merger dated
    as of January 27, 2004 among Commercial Capital
    Bancorp, Inc., CCBI Acquisition Corp. and Hawthorne
    Financial Corporation(8)
|        | 10.1  |                         |  | Hawthorne Financial Corporation 2001 Stock
    Incentive Plan(3)*                                                                                                                                                                                                                                                                                                            
|        | 10.2  |                         |  | Change in Control Agreements between Company and
    Simone Lagomarsino(4)*                                                                                                                                                                                                                                                                                                  
|        | 10.3  |                         |  | Form of Change in Control Employment Agreement
    for Executive Officers(4)*                                                                                                                                                                                                                                                                                                
|        | 10.4  |                         |  | Amended and Restated Deferred Compensation
    Plan(9)*                                                                                                                                                                                                                                                                                                                      
|        | 10.5  |                         |  | Agreement and Plan of Reorganization dated as of
    March 20, 2002 and amended and restated as of
    April 24, 2002, by and among Hawthorne Financial
    Corporation, First Fidelity Bancorp, Inc., Hawthorne
    Savings, F.S.B., First Fidelity Investment &
    Loan Association and HF Merger Corp.(5)                                                                
|        | 10.6  |                         |  | Agreement and Plan of Merger dated as of
    January 27, 2004 among Commercial Capital
    Bancorp, Inc., CCBI Acquisition Corp. and Hawthorne
    Financial Corporation(8)                                                                                                                                                                                                  
|        | 10.7  |                         |  | Change in Control Employment Agreement between
    the Company and JoLene Wryn dated as of September 23,
    2003(9)*                                                                                                                                                                                                                                                        
|        | 10.8  |                         |  | Form of Director Benefits Continuation Agreements
    between the Company and each of the directors of Hawthorne
    Financial Corporation(9)*                                                                                                                                                                                                                               
|        | 10.9  |                         |  | Engagement letter between Sandler
    ONeill & Partners, L.P. and the Company dated
    January 26, 2004(9)                                                                                                                                                                                                                                                                 
|        | 10.10 |                         |  | Termination Agreement between Fort Pitt
    Fund, L.P. and Hawthorne Financial Corporation(9)                                                                                                                                                                                                                                                                                
|        | 11.1  |                         |  | Statement on computation of per share earnings(6)                                                                                                                                                                                                                                                                                                                            
|        | 14.0  |                         |  | Hawthorne Financial Corporation Code of Conduct(7)                                                                                                                                                                                                                                                                                                                           
|        | 21.1  |                         |  | Subsidiaries of the Registrant(7)                                                                                                                                                                                                                                                                                                                                            
|        | 23.1  |                         |  | Consent of Deloitte & Touche LLP(10)                                                                                                                                                                                                                                                                                                                                         
|        | 31.0  |                         |  | Rule 13a-14(a)/15(d)-14(a) Certifications                                                                                                                                                                                                                                                                                                                                    
|        | 32.0  |                         |  | Section 1350 Certifications                                                                                                                                                                                                                                                                                                                                                  



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| |   |                                                           
| | - | ----------------------------------------------------------
| | * | Management contract, compensatory plan or
    arrangement.



| |     |                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Incorporated by reference from the Companys
    Registration Statement on Form S-8 (No. 33-74800)
    filed on February 3, 1994.                    
|
| | (2) | Incorporated by reference from the Companys
    Annual Report on Form 10-K for the year ended
    December 31, 2000.                                
|
| | (3) | Incorporated by reference from the Companys
    Annual Report on Form 10-K for the year ended
    December 31, 2001                                 
|
| | (4) | Incorporated by reference from the Companys
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2000.                              
|
| | (5) | Incorporated by reference from the Companys
    Registration Statement on Form S-4 (No. 333-89776)
    filed on June 4, 2002.                       
|
| | (6) | See Note 1 to the Notes to Consolidated
    Financial Statements included in Item 8 and listed in
    Item 15 (a) of this Annual Report on Form 10-K.
|
| | (7) | Incorporated by reference from the Companys
    Annual Report on Form 10-K for the year ended
    December 31, 2002.                                
|
| | (8) | Incorporated by reference from the Companys
    Current Report on Form 8-K filed on January 28, 2004.                                               
|
| | (9) | Filed with the original filing of this annual
    report on Form 10-K on March 15, 2004.                                                             



|     |                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed with the original filing of this annual
    report on Form 10-K on March 15, 2004, and filed with
    Amendment No. 1 to this annual report on Form 10-K on
    March 30, 2004.

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SIGNATURES

Pursuant to the requirements of section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this amended report to be signed on its behalf
by the undersigned, thereunto duly authorized.



| |                                
| | -------------------------------
| | HAWTHORNE FINANCIAL CORPORATION

DATED: April 12, 2004

| |     |                      
| | --- | ---------------------
| | By: | /s/SIMONE LAGOMARSINO

| |                                          
| | -----------------------------------------
| |                                          
| | Simone Lagomarsino                       
| | President and Chief Executive
    Officer

4