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                                                                     Exhibit 3.6

                        NEW CENTURY FINANCIAL CORPORATION

                           CERTIFICATE OF DESIGNATIONS
                                       FOR
                    SERIES 2003A CONVERTIBLE PREFERRED STOCK

                         (Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware)

                                   ----------

          New Century Financial Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 151 thereof,

          HEREBY CERTIFIES: That the Board of Directors of the Corporation on
June 30, 2003 adopted a resolution providing for the designations, preferences
and relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of a series of Preferred Stock, pursuant to
the authority conferred upon the Board of Directors by the Corporation's Amended
and Restated Certificate of Incorporation, which resolution is as follows:

               NOW THEREFORE BE IT RESOLVED, that this Board of Directors hereby
     approves, and the officers of the Corporation are hereby authorized to
     execute and file with the Secretary of State of the State of Delaware a
     Certificate of Designations in the form set forth as Exhibit A hereto and
     the recitals and resolutions contained therein are hereby incorporated
     herein by this reference.

          The Exhibit A referred to in the above resolution is attached hereto
as Annex A.

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     IN WITNESS WHEREOF, New Century Financial Corporation has caused this
Certificate of Designations to be signed by Edward F. Gotschall, its Vice
Chairman and Vice Chairman & Chief Financial Officer, and attested by Stergios
Theologides, its Secretary, this 2/nd/ day of July, 2003.

                                        NEW CENTURY FINANCIAL CORPORATION


                                        By:      /s/  Edward F. Gotschall
                                           -------------------------------------
                                           Edward F. Gotschall, Vice Chairman &
                                                 Chief Financial Officer

Attest:


By:   /s/  Stergios Theologides
   -------------------------------
   Stergios Theologides, Secretary

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Annex A
-------

          1.    Designation and Number of Shares. The Preferred Stock created
and authorized hereby shall be designated as the "Series 2003A Convertible
Preferred Stock" (the "Convertible Preferred Stock"). The number of shares of
the Convertible Preferred Stock shall be 4,000,000; provided that upon
Stockholder Approval, (1) any outstanding shares of Convertible Preferred Stock
will automatically be converted into Common Stock pursuant to Section 6.A
hereof, (2) no shares of the Corporation's capital stock shall thereafter be
designated as the Convertible Preferred Stock or be authorized for issuance by
the Corporation, and (3) all provisions of this Certificate of Designations
shall cease to be of further effect. Upon the occurrence of such event, the
Board of Directors of the Corporation shall have the power, pursuant to the
Delaware General Corporation Law, Section 151(g), or any successor provision and
without stockholder action, to cause this Certificate of Designations to be
eliminated from the Certificate of Incorporation.

          The Convertible Preferred Stock shall be issuable solely in whole
shares that shall entitle the holder thereof to exercise the voting rights, to
participate in the distributions and to have the benefit of all other rights of
holders of the Convertible Preferred Stock as set forth herein and in the
Certificate of Incorporation.

          2.    Definitions. Capitalized terms used herein have the meanings
assigned to them herein. The following terms, which are not otherwise defined
herein, when used herein have the meanings set forth below:

                "Certificate of Designations" means this Certificate of
          Designations of Series 2003A Convertible Preferred Stock of the
          Corporation.

                "Certificate of Incorporation" means the Amended and Restated
          Certificate of Incorporation of the Corporation.

                "Common Stock" means the common stock, $.01 par value per share,
          of the Corporation.

                "Conversion Price" initially means the Liquidation Preference,
          subject to adjustment in accordance with Section 7, the price at which
          one share of Common Stock shall be deliverable upon conversion of the
          Convertible Preferred Stock without the payment of any additional
          consideration by the holder of the Convertible Preferred Stock.

                "Corporation" means New Century Financial Corporation, a
          corporation organized and existing under the General Corporation Law
          of the State of Delaware.

                "Fair Market Value" means, with respect to any property or
          securities, the fair market value thereof as mutually determined by
          the Board of Directors of the Corporation and Bear, Stearns
          International Limited as of the applicable date; provided, however,
          that if agreement on "Fair Market Value" as provided in the

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          preceding sentence is not achieved, then the "Fair Market Value" shall
          be determined as follows:

                (1)  the Board of Directors of the Corporation and Bear, Stearns
          International Limited shall mutually select an Independent Appraiser;
          and

                (2)  within twenty days after its selection, the Independent
          Appraiser selected pursuant to clause (1) above shall, at the expense
          of the Corporation, prepare and deliver to the Board of Directors of
          the Corporation and the holders of the Convertible Preferred Stock an
          appraisal of the fair market value of the property or securities in
          question, and the result of such appraisal shall, in the absence of
          manifest error or fraud, be the "Fair Market Value".

                "Independent Appraiser" means an investment banking firm of
          recognized national standing which has not served as the lead
          investment banker to, or received any material compensation from, the
          Corporation or Bear, Stearns International Limited, during the three
          years preceding such appointment.

                "Initial Date" means July 2, 2003.

                "Liquidation" means the date of the final distribution of the
          assets of the Corporation upon any liquidation, dissolution or winding
          up of the Corporation, whether voluntary or involuntary.

                "Liquidation Preference" of any share of Convertible Preferred
          Stock means, as of any date, the Original Issue Price plus the amount
          of any accrued but unpaid dividends thereon.

                "Original Issue Date" means the date on which the first share of
          Convertible Preferred Stock was issued.

                "Original Issue Price" of any share of the Convertible Preferred
          Stock means, $50.00 per share.

                "Stockholder Approval" means (i) the authorization and approval
          by the Corporation's stockholders in accordance with the Corporation's
          Bylaws and applicable law of the amendment to the Certificate of
          Incorporation to increase the authorized number of shares of Common
          Stock to at least 50,000,000 shares and (ii) the authorization and
          reservation of 4,000,000 shares of Common Stock by the Board of
          Directors of the Corporation free from any preemptive rights to be
          made available for issuance by the Corporation to Bear, Stearns
          International Limited under its warrant with a trade date of even date
          herewith.

                "Yield Requirement" means (A) 3.00% per annum of the Original
          Issue Price during the period from the Original Issue Date until the
          fifth anniversary of the Original Issue Date, or (B) 5.00% per annum
          of the Original Issue Price after the fifth anniversary of the
          Original Issue Date.

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          3.    Voting Rights. Each holder of shares of Convertible Preferred
Stock shall: (A) be entitled to cast the number of notes that is equal to the
number of votes which could be cast with respect to the number of shares of
Common Stock into which each share of Convertible Preferred Stock held by such
holder is then convertible; (B) have the right to vote together with the holders
of Common Stock as a single class in any and all matters with respect to which
holders of Common Stock have voting or consent rights; and (C) be entitled to
notice and right to attend and submit proxies for of any stockholders' meeting
in accordance with the Bylaws of the Corporation. Fractional votes shall not be
permitted and any fractional voting rights resulting from the above formula
(after aggregating all shares into which shares of the Convertible Preferred
Stock held by each holder could be converted) shall be rounded to the nearest
whole number (with one-half being rounded upward).

          4.    Dividends.

                A.  Subject to the rights of any series of Preferred Stock that
may from time to time come into existence, each holder of the outstanding
Convertible Preferred Stock, prior to and in preference to payment of any
dividends (payable other than in Common Stock or other securities and rights
convertible into or entitling the holder to receive, directly or indirectly,
additional shares of Common Stock) on shares of the Common Stock, shall be
entitled to receive when, as and if declared by the Board of Directors of the
Corporation out of funds legally available for such purpose, cash dividends on
each share of Convertible Preferred Stock held by such holder in an amount equal
to the Yield Requirement. Dividends under this Section 4.A. shall accrue
quarterly on each share of the Convertible Preferred Stock from the Original
Issue Date and will be payable to holders of record on record dates, not
exceeding 30 days preceding the payment date thereof, determined by the Board of
Directors of the Corporation in advance of the payment of each particular
dividend (which record date shall, to the extent dividends have been declared on
the Common Stock, be the same as the record date in respect of the Common
Stock). Dividends under this Section 4.A. shall be cumulative whether or not
declared and without regard to whether the Corporation has legally available
sources from which to pay such dividends. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments
which may be in arrears. Dividends payable on the Convertible Preferred Stock
for any period less than a full year shall be computed on the basis of 365 or
366 day year, as the case may be.

                B.  In the event that the Board of Directors of the Corporation
declares any cash dividend or distribution is declared on the Common Stock, each
holder of Convertible Preferred Stock shall be entitled to receive cash
dividends on each share of Convertible Preferred Stock held by such holder in an
amount equal to (1) the amount payable on the number of shares of Common Stock
into which such share of Convertible Preferred Stock is then convertible plus
(2) an amount equal to the Yield Requirement divided by the periodicity of the
underling dividend on the Common Stock as declared by the Corporation (with a
monthly dividend having a periodicity of twelve, a quarterly dividend having
periodicity of four, a semi-annual dividend a periodicity of two and an annual
or extraordinary dividend (or a dividend with no declared periodicity) a
periodicity of one). Any partial payments of dividends to a holder of
Convertible Preferred Stock under this Section 4 shall be first allocated to pay
the such holder's right, if any, to participate in any cash dividend or
distribution on the Common Stock in accordance with clause (1) of the
immediately preceding sentence, with remainder, if any, allocated to pay such
holder's right to receive dividends in accordance with clause (2) of the
immediately preceding

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sentence. Any amounts paid pursuant to Section 4.B. (2) to a holder of
Convertible Preferred Stock shall reduce the amount of dividends which accrue in
favor of such holder in accordance with Section 4.A. hereof.

          5.    Liquidation Preference.

                A.  Liquidation Preference. In the event of any Liquidation,
subject to the rights of any series of Preferred Stock that may from time to
time come into existence, before any payment or distribution of the assets of
the Corporation (whether capital or surplus) shall be made to or set apart for
the holders of the Common Stock, the holder of each share of Convertible
Preferred Stock shall be entitled to receive the Liquidation Preference with
respect to each such share. If, upon any Liquidation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the
Convertible Preferred Stock shall be insufficient to pay in full the Liquidation
Preference, then, subject to the rights of any series of Preferred Stock what
may from time to time come into existence, such assets, or the proceeds thereof,
shall be distributed among the holders of the Convertible Preferred Stock
ratably in accordance with the respective amounts which would be payable on the
Convertible Preferred Stock upon Liquidation if all amounts payable thereon were
paid in full.

                B.  No Participation. After completion of the distributions set
forth in Section 5.A. and any other distribution that may be required with
respect to any series of Preferred Stock that may from time to time come into
existence, the entire remaining assets and funds of the Corporation legally
available for distribution, if any, shall be distributed solely among the
holders of Common Stock in proportion to the shares of Common Stock then held by
them.

                C.  Valuation. Whenever any distribution provided for in this
Section 5 shall be payable in securities or property other than cash, the value
of such distribution shall be the Fair Market Value of such securities or other
property.

          6.    Conversion.

                A.  Automatic Conversion. Each share of the Convertible
Preferred Stock shall be converted into the number of shares of Common Stock
obtained by dividing the Liquidation Preference by the Conversion Price then in
effect with respect to such shares upon the Stockholder Approval.

                B.  Mechanics of Automatic Conversion. Upon the occurrence of
the Stockholder Approval, the Corporation shall mail, by certified or registered
mail, postage prepaid, a notice (the "Automatic Conversion Notice") stating that
the Stockholder Approval has occurred and setting forth the Conversion Price
then in effect, to the holders of record of the outstanding shares of
Convertible Preferred Stock, at the address of such holder given to the
Corporation for the purpose of notice, or if no such address appears has been so
given, at the place where the principal office of the Corporation is located, as
soon as practicable the Stockholder Approval has occurred. Upon receipt of the
Automatic Conversion Notice, the holders of the Convertible Preferred Stock
shall deliver the certificates evidencing the shares of the Convertible
Preferred Stock, together with proper assignment of such certificates endorsed
to the Corporation or in blank, to the office maintained by the Corporation for
that purpose. The

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automatic conversion shall be deemed to have been effected immediately upon
the occurrence of the Stockholder Approval, and the person or persons entitled
to receive the shares of Common Stock deliverable upon conversion of the shares
of the Convertible Preferred Stock shall be treated for all purposes as the
record holder or holders of such shares of Common Stock at such time, regardless
of whether any holder of shares of the Convertible Preferred Stock shall have
delivered the certificates evidencing such holder's shares of Convertible
Preferred Stock in accordance with the foregoing sentence.

                C.  Issuance of Common Stock Certificates. Upon any conversion
described in this Section 6, the Corporation shall, as soon as practicable after
the surrender for conversion of certificates evidencing shares of the
Convertible Preferred Stock and compliance with any other required conditions,
deliver to the person for whom such shares of the Convertible Preferred Stock
are so surrendered, or to the nominee or nominees of such person, certificates
representing the number of full shares of Common Stock to which such person
shall be entitled, together with a cash payment in respect of any fraction of a
share of Common Stock as set forth in Section 6.D.

                D.  No Fractional Shares. No fractional shares of Common Stock
shall be issued upon the conversion of any shares of the Convertible Preferred
Stock. Upon any such conversion, in lieu of any fractional share of Common Stock
otherwise issuable in respect of the aggregate number of shares of the
Convertible Preferred Stock of any holder that are converted, such holder shall
be entitled to receive an amount in cash (computed to the nearest cent, with
one-half cent rounded upward) equal to the same fraction of the current value of
one share of Common Stock (where applicable), such value to be conclusively
determined in good faith by the Board of Directors of the Corporation. If more
than one share of the Convertible Preferred Stock shall be surrendered for
conversion at one time by or for the same holder, the number of full shares of
Common Stock (where applicable) issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of the Convertible
Preferred Stock so surrendered.

          7.    Adjustment of Conversion Price. The Conversion Price is subject
to adjustment from time to time as provided in this Section 7.

                A.  Adjustment for Certain Dividends and Distributions.

                    (1)  Formula. If the Corporation at any time or from time to
     time after the Initial Date shall declare or pay any dividend on the Common
     Stock payable in Common Stock or in any right to acquire Common Stock, then
     and in each such event, the Conversion Price then in effect shall be
     decreased as of the time of such issuance or, if a record date shall have
     been fixed, as of the close of business on such record date, by multiplying
     the Conversion Price then in effect by a fraction:

                         (a)  the numerator of which shall be the total
          number of shares of Common Stock issued and outstanding immediately
          prior to the time of such declaration or payment or the close of
          business on such record date, and

                         (b)  the denominator of which shall be the total number
          of shares of Common Stock issued and outstanding immediately prior to
          the time of

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          such declaration or payment or the close of business on such record
          date plus the number of shares of Common Stock issuable in payment of
          such dividend or distribution.

                    (2)  Formula Notes. For purposes of adjusting the Conversion
     Price in accordance with this Section 7.A:

                         (a)  the total number of shares of Common Stock issued
          and outstanding immediately prior to the time of such declaration or
          payment shall be calculated on a fully diluted basis, as if all shares
          of the Convertible Preferred Stock and all securities convertible into
          shares of Common Stock had been fully converted into shares of Common
          Stock immediately prior to the time of such declaration or payment and
          any other options, warrants, options or other rights for the purchase
          of shares of Common Stock had been fully exercised immediately prior
          to such issuance (and the resulting securities fully converted into
          shares of Common Stock, if so convertible) as of the date of such
          declaration or payment;

                         (b)  if a record date for a dividend shall have been
          fixed and such dividend is not fully paid or if such distribution is
          not fully made on the date fixed therefore, the Conversion Price shall
          be recomputed accordingly as of the close of business on such record
          date and thereafter the Conversion Price shall be adjusted pursuant to
          this subsection as of the time of actual payment of such dividends or
          distributions; and

                         (c)  if the Corporation shall declare or pay any
          dividend on the Common Stock payable in any right to acquire Common
          Stock for no consideration, then the Corporation shall be deemed to
          have made a dividend payable in Common Stock in an amount of shares of
          Common Stock equal to the maximum number of shares issuable upon
          exercise of such rights to acquire Common Stock.

                B.  Splits and Subdivisions. If, after the Initial Date,
outstanding shares of Common Stock shall be subdivided or split into a greater
number of shares of Common Stock, the Conversion Price in effect immediately
prior to the time of effectiveness of such subdivision or split shall be
proportionately decreased concurrently with the effectiveness of such
subdivision or split. If, after the Initial Date, outstanding shares of Common
Stock shall be combined into a lesser number of shares of Common Stock, the
Conversion Price in effect immediately prior to the time of effectiveness of
such combination shall be proportionately increased concurrently with the
effectiveness of such combination.

                C.  Adjustments for Other Dividends and Distributions. In the
event the Corporation at any time or from time to time after the Initial Date
makes, or fixes a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Corporation other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of the Convertible Preferred Stock
shall receive upon conversion thereof, in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities of the Corporation
they would have received had their Convertible Preferred Stock been converted
into Common Stock on the date of

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that event and had they thereafter, during the period from the date of that
event to and including the conversion date, retained the securities receivable
by them as aforesaid during that period, subject to all other adjustments called
for during that period under this Section 7 with respect to the rights of the
holders of the Convertible Preferred Stock .

                D.  Adjustment for Reorganization, Consolidation or Merger. If
there shall occur any capital reorganization or any reclassification of the
capital stock of the Corporation, consolidation, merger or other business
combination of the Corporation with or into another corporation or other entity,
or the conveyance of all or substantially all of the assets of the Corporation
to another corporation or other entity and Section 8 does not apply, then each
share of the Convertible Preferred Stock shall thereafter be convertible into
the number of shares or other securities or property to which a holder of the
number of shares of Common Stock deliverable upon conversion of each share of
the Convertible Preferred Stock would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance. In any
such case, appropriate adjustment (as determined in good faith by the Board of
Directors of the Corporation) shall be made in the application of the provisions
hereof with respect to the rights of the holders of shares of the Convertible
Preferred Stock such that the provisions hereof (including, without limitation,
provisions with respect to changes in and other adjustments of the Conversion
Price) shall thereafter be applicable, as nearly as reasonably practicable, in
relation to any shares or other property thereafter deliverable upon the
conversion of the shares of the Convertible Preferred Stock .

                E.  Calculation. All adjustments to the Conversion Price will be
calculated to the nearest cent, with one-half cent rounded upward. No adjustment
in the Conversion Price will be required unless such adjustment would require an
increase or decrease of at least one percent in the Conversion Price; provided,
however, that any adjustments which by reason of this Section 7.E. are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All adjustments to the Conversion Price shall be made
successively and shall remain in effect until a further computation or
readjustment thereof is required by this Section 7. Notwithstanding anything in
this Certificate of Designations to the contrary, no adjustment to the
Conversion Price shall be made in connection with or relating to any event to
the extent a holder of Convertible Preferred Stock otherwise possesses a right,
preference or privilege in connection with or relating to such event that is
duplicative of such adjustment.

                F.  Computation and Notification of Adjustment. Whenever the
Conversion Price is adjusted as provided in this Section 7, the Corporation
shall:

                    1.   promptly compute the adjusted Conversion Price in
     accordance with this Section 7 and prepare a certificate executed by the
     President or the Chief Financial Officer of the Corporation setting forth
     the adjusted Conversion Price, the method of calculation thereof in
     reasonable detail and the facts requiring such adjustment and upon which
     such adjustment is based, and shall maintain such certificate at its
     principal executive office; and

                    2.   mail a notice stating that the Conversion Price has
     been adjusted, the facts requiring such adjustment and upon which such
     adjustment is based and setting forth the adjusted Conversion Price, to the
     holders of record of the

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     outstanding shares of the Convertible Preferred Stock at their last
     addresses as they shall appear on the stock register of the Corporation, as
     soon as practicable after such adjustment has been made.

          8.    Change of Control or Asset Sale. In the event of any
consolidation or merger of the Corporation with another corporation or entity in
which, immediately after such transaction, the holders of the Corporation's
capital stock possess less than 50% of the voting power in the surviving
corporation or entity in such transaction, or any sale or other disposition by
the Corporation of all or substantially all of its assets to any other
corporation or entity, then the holder of outstanding Convertible Preferred
Stock shall be entitled to receive the number shares of Common Stock or other
securities or property of the Corporation, or of the successor corporation or
entity resulting from such consolidation or merger, as the case may be, to which
the holder would have been entitled upon such consolidation, merger, sale, or
other disposition if such holder's Convertible Preferred Stock had been
converted into Common Stock immediately prior to such consolidation, merger,
sale, or other disposition.

          9.    Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend that is the same as cash dividends paid in
previous quarters) or other distribution, any capital reorganization of the
Corporation, any reclassification or recapitalization of the Corporation's
capital stock, any consolidation or merger with or into another corporation, any
transfer of all or substantially all of the assets of the Corporation or any
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail to each holder of Convertible Preferred Stock at least ten days prior to
the date specified for the taking of a record, a notice specifying the date on
which the record is to be taken for the purpose of that dividend, distribution
or other event.

          10.   Payment of Taxes. The Corporation will pay all taxes (other than
taxes based upon income) and other governmental charges that may be imposed with
respect to the issuance or delivery of shares of Common Stock upon conversion of
shares of the Convertible Preferred Stock, other than any tax or other charge
imposed in connection with any transfer involved in the issuance and delivery of
shares of Common Stock in a name other than that in which the shares of the
Convertible Preferred Stock so converted were registered.

          11.   No Impairment. Until receipt of Stockholder Approval and the
conversion of any outstanding Convertible Preferred Stock into Common Stock
pursuant to Section 7.A., the Corporation will not, by amendment of the
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions hereof, and in the taking of all action as may be necessary
or appropriate in order to protect the conversion and other rights of the
holders of the Convertible Preferred Stock as set forth herein against
impairment.

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