<PAGE>

================================================================================

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

                                   FORM 10-K/A

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

FOR THE FISCAL YEAR ENDED:  DECEMBER 31, 2004  OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
     1934

FOR THE TRANSITION PERIOD FROM __________ TO _________.

COMMISSION FILE NUMBER:  333-115296-02

SEQUOIA  MORTGAGE  FUNDING  CORPORATION  (AS  DEPOSITOR  OF SEQUOIA  HELOC TRUST
2004-1,  THE  ISSUER  OF  HELOC  ASSET-BACKED  NOTES,  SERIES  2004-1,  UNDER AN
INDENTURE DATED AS OF JUNE 1, 2004)

                      SEQUOIA MORTGAGE FUNDING CORPORATION
             (Exact Name of registrant as specified in its charter)

           DELAWARE                                 91-1771827
(State or other jurisdiction of        (I.R.S. employer identification no.)
 incorporation or organization)

          ONE BELVEDERE PLACE
               SUITE 320
             MILL VALLEY, CA                          94941
(Address of principal executive offices)            (Zip code)

                                 (415) 381-1765
              (Registrant's telephone number, including area code)

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

             NONE                                    NONE
       (Title of class)                        (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 [X] No [ ]

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 this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

State the aggregate market value of the voting stock held by non-affiliates of
Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of the last business day of the Registrant's most recently completed
second fiscal quarter:

                                 NOT APPLICABLE

                      Documents incorporated by reference:

                                 NOT APPLICABLE

================================================================================

<PAGE>

                      SEQUOIA MORTGAGE FUNDING CORPORATION
       SEQUOIA HELOC TRUST 2004-1, HELOC ASSET-BACKED NOTES, SERIES 2004-1

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
PART I         ................................................................................  3
               ITEM 1     -   BUSINESS.........................................................  3
               ITEM 2     -   PROPERTIES.......................................................  3
               ITEM 3     -   LEGAL PROCEEDINGS................................................  3
               ITEM 4     -   SUBMISSION OF MATTERS TO A VOTE OF
                              SECURITY HOLDERS.................................................  3

PART II        ................................................................................  3
               ITEM 5     -   MARKET FOR REGISTRANT'S COMMON STOCK, RELATED
                              STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES....  3
               ITEM 6     -   SELECTED FINANCIAL DATA..........................................  3
               ITEM 7     -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                              FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................  3
               ITEM 7A    -   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......  3
               ITEM 8     -   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................  3
               ITEM 9     -   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                              ON ACCOUNTING AND FINANCIAL DISCLOSURE...........................  3
               ITEM 9A    -   CONTROLS AND PROCEDURES..........................................  3
               ITEM 9B    -   OTHER INFORMATION................................................  4

PART III       ................................................................................  4
               ITEM 10    -   DIRECTORS AND EXECUTIVE OFFICERS OF
                              THE REGISTRANT...................................................  4
               ITEM 11    -   EXECUTIVE COMPENSATION...........................................  4
               ITEM 12    -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT............................................  4
               ITEM 13    -   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................  4

PART IV        ................................................................................  4
               ITEM 14    -   PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................  4
               ITEM 15    -   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                              REPORTS ON FORM 8-K..............................................  4

SIGNATURES     ................................................................................  6

CERTIFICATION  ................................................................................  7

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT..............................................................  8

INDEX TO EXHIBITS .............................................................................  8
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM  1 - BUSINESS

          Not Applicable.

ITEM  2 - PROPERTIES

      Sequoia Mortgage Funding Corporation (the "Depositor") will furnish
information regarding the Mortgaged Properties by reference to the Annual
Compliance Certificates to be filed herein under Item 15.

ITEM  3 - LEGAL PROCEEDINGS

      The Depositor is not aware of any material pending legal proceedings
involving either the HELOC Asset-Backed Notes, Series 2004-1 the Sequoia HELOC
Trust 2004-1 (the "Trust"); the Servicing Agreements; the Indenture; the
Trustee; the Depositor; or the Servicer which relates to the Trust.

ITEM  4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.

                                     PART II

ITEM  5 - MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES

      To the best knowledge of the Depositor, there is no established public
trading market for the Notes.

      The Notes issued by the Trust are held by the Depository Trust Company
("DTC") which in turn maintains records of holders of beneficial interests in
the Notes. Based on information obtained by the Trust from DTC, as of December
31, 2004, there were nine (9) combined holders of the Class A Notes.

ITEM  6 - SELECTED FINANCIAL DATA

          Not   Applicable.

ITEM  7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          Not Applicable.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not Applicable.

ITEM 8  - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

          Not Applicable.

ITEM  9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

      There were no changes of accountants or disagreements on accounting or
financial disclosures between the Depositor and its accountants.

ITEM 9A - CONTROLS AND PROCEDURES

          Not Applicable.

                                       3
<PAGE>

ITEM 9B - OTHER INFORMATION

          Not Applicable.

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Not Applicable.

ITEM 11 - EXECUTIVE COMPENSATION

          Not Applicable.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The Depositor is a Delaware corporation and a wholly-owned subsidiary of
Redwood Trust, Inc., a Maryland corporation. The Trust is a Delaware statutory
trust wholly-owned by the Depositor.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.

                                     PART IV

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Not Applicable.

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:

                  Not applicable.

            2.    Financial Statement Schedules:

                  Not applicable.

            3.    Exhibits:

                  Exhibit No.               Description

                  31.1          Sarbanes-Oxley Certification.

                  99.1          Statement of Compliance of the Issuer pursuant
                                to Section 3.9 of the Indenture.

                  99.2          Statement of Compliance of the Servicer pursuant
                                to Section 7.04(a) of The Master Servicing
                                Agreement between RWT Holdings, Inc. ("RWT")
                                and Morgan Stanley Dean Witter Credit
                                Corporation, dated May 1, 2004, as modified by
                                the related Acknowledgements (the "RWT/ Morgan
                                Servicing Agreement").

                  99.3          Report of Independent Accountant pursuant to
                                Section 7.04(b) of  the RWT/Morgan Servicing
                                Agreement.

                                       4
<PAGE>

      (b)   Reports on Form 8-K field during the last quarter of the period
            covered by this report.

            DATE OF REPORTS ON    ITEMS REPORTED/FINANCIAL STATEMENTS
            FORM 8-K              FILED

            October 6, 2004       Trustee's Monthly Report for the September
                                  Distribution to Noteholders
            November 8, 2004      Trustee's Monthly Report for the October
                                  Distribution to Noteholders
            December 3, 2004      Trustee's Monthly Report for the November
                                  Distribution to Noteholders

                                       5
<PAGE>

                                   SIGNATURES

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

                                           SEQUOIA MORTGAGE FUNDING CORPORATION,

                                           By: /s/ Harold F. Zagunis
                                               ---------------------------------
                                               Name: Harold F. Zagunis
                                               Title: Chief Financial Officer
                                                      and Secretary

Date:      July 5, 2005.

                                       6
<PAGE>


                                  CERTIFICATION

      I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia
Mortgage Funding Corporation, a Delaware corporation, hereby certify that:

      1. I have reviewed this annual report on Form 10-K/A, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of the
Notes for periods included in the year covered by this annual report, of Sequoia
Mortgage Funding Corporation;

      2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

      3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the indenture, for inclusion in these
reports is included in these reports;

      4. Based on my knowledge and upon the annual compliance statement included
in the report and required to be delivered to the trustee in accordance with the
terms of the indenture, and except as disclosed in the reports, the servicer has
fulfilled its obligations under the servicing agreement; and

      5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in
compliance with the Uniform Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the indenture, that is included in these reports.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Morgan Stanley
Dean Witter Credit Corporation, as Servicer.

Date: July 5, 2005

/s/  Harold F. Zagunis
----------------------
Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary

                                        7
<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

      No annual report, proxy statement, proxy materials or otherwise were sent
to Noteholders.

                                INDEX TO EXHIBITS
                                   Item 14(C)

Exhibit No.           Description
31.1         Sarbanes-Oxley Certification.

99.1         Statement of Compliance of the Issuer pursuant to Section 3.9 of
             the Indenture.

99.2         Statement of Compliance of the Servicer pursuant to Section 7.04(a)
             of The Master Servicing Agreement between RWT Holdings, Inc.
             ("RWT") and Morgan Stanley Dean Witter Credit Corporation, dated
             May 1, 2004, as modified by the related Acknowledgements (the "RWT/
             Morgan Servicing Agreement").

99.3         Report of Independent Accountant pursuant to Section 7.04(b) of
             the RWT/Morgan Servicing Agreement.

                                       8