Exhibit 31.1

CERTIFICATION PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002



I, Daniel D. Rosenthal, certify that:

1. I have reviewed this annual report on Form
10-K of Downey Financial Corp.;

2. Based on my knowledge, this annual report
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 with respect
to the period covered by this annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;

4. The registrants other certifying officers and
I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:

> a) Designed such disclosure controls and procedures,
>   or caused such disclosure controls and procedures to be designed under our
>   supervision, to ensure that material information relating to the registrant,
>   including its consolidated subsidiaries, is made known to us by others within
>   those entities, particularly during the period in which this annual report
>   is being prepared;

> b) Designed such internal control over financial
>   reporting, or caused such internal control over financial reporting to be
>   designed under our supervision, to provide reasonable assurance regarding
>   the reliability of financial reporting and the preparation of financial
>   statements for external purposes in accordance with generally accepted
>   accounting principles;

> c) Evaluated the effectiveness of the registrants
>   disclosure controls and procedures and presented in this report our
>   conclusions about the effectiveness of the disclosure controls and procedures,
>   as of the end of the period covered by this report based on such evaluation;
>   and

> d) Disclosed in this report any change in the
>   registrants internal control over financial reporting that occurred during
>   the registrants most recent fiscal quarter (the registrants fourth fiscal
>   quarter in the case of an annual report) that has materially affected, or is
>   reasonably likely to materially affect, the registrants internal control over
>   financial reporting; and

5. The registrants other certifying officers and
I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

> a) All significant deficiencies and material
>   weaknesses in the design or operation of internal control over financial
>   reporting which are reasonably likely to adversely affect the registrants
>   ability to record, process, summarize and report financial information;
>   and

> b) Any fraud, whether or not material, that involves
>   management or other employees who have a significant role in the registrants
>   internal control over financial reporting.







| | /s/ Daniel D.
  Rosenthal                  
| | -------------------------------------------
| |                                            
| | Date: March 1, 2005                        
| | President and Chief Executive
      Officer
|

| | Page | Navigation Links
| | ---- | ----------------



Exhibit 31.2

CERTIFICATION PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002



I, Thomas E. Prince, certify that:

1. I have reviewed this annual report on Form
10-K of Downey Financial Corp.;

2. Based on my knowledge, this annual report
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 with respect
to the period covered by this annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;

4. The registrants other certifying officers and
I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:

> a) Designed such disclosure controls and procedures,
>   or caused such disclosure controls and procedures to be designed under our
>   supervision, to ensure that material information relating to the registrant,
>   including its consolidated subsidiaries, is made known to us by others within
>   those entities, particularly during the period in which this annual report
>   is being prepared;

> b) Designed such internal control over financial
>   reporting, or caused such internal control over financial reporting to be
>   designed under our supervision, to provide reasonable assurance regarding
>   the reliability of financial reporting and the preparation of financial
>   statements for external purposes in accordance with generally accepted
>   accounting principles;

> c) Evaluated the effectiveness of the registrants
>   disclosure controls and procedures and presented in this report our
>   conclusions about the effectiveness of the disclosure controls and procedures,
>   as of the end of the period covered by this report based on such evaluation;
>   and

> d) Disclosed in this report any change in the
>   registrants internal control over financial reporting that occurred during
>   the registrants most recent fiscal quarter (the registrants fourth fiscal
>   quarter in the case of an annual report) that has materially affected, or is
>   reasonably likely to materially affect, the registrants internal control over
>   financial reporting; and

5. The registrants other certifying officers and
I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

> a) All significant deficiencies and material
>   weaknesses in the design or operation of internal control over financial
>   reporting which are reasonably likely to adversely affect the registrants
>   ability to record, process, summarize and report financial information;
>   and

> b) Any fraud, whether or not material, that involves
>   management or other employees who have a significant role in the registrants
>   internal control over financial reporting.







| | /s/ Thomas E. Prince                                     
| | ---------------------------------------------------------
| |                                                          
| | Date: March 1, 2005                                      
| | Chief Operating Officer and Chief Financial
      Officer
|

| | Page | Navigation
Links
| | ---- | ----------------