================================================================================
                                              SECURITIES AND EXCHANGE COMMISSION
                                                          Washington, D.C. 20549
--------------------------------------------------------------------------------
                                                                     FORM 10-K/A
--------------------------------------------------------------------------------
(Mark One)
|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the fiscal year ended December 31, 2000.

|X| 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 1-13578

                                                          DOWNEY FINANCIAL CORP.
                          (Exact name of registrant as specified in its charter)

                                                                        DELAWARE
                  (State or other jurisdiction of incorporation or organization)
--------------------------------------------------------------------------------
3501 Jamboree Road, Newport Beach, California           92660
(Address of principal executive offices)              (Zip Code)

I.R.S. Employer Identification No.:  33-0633413

Registrant's telephone number, including area code:  (949) 854-0300

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

 TITLE OF EACH CLASS                             NAME OF EACH EXCHANGE
------------------------------                 -------------------------
 Common Stock, $0.01 par value                   New York Stock Exchange
                                                Pacific Exchange

Securities   registered   pursuant   to   Section   12(g)  of  the   Act:   None
--------------------------------------------------------------------------------
     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 a 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. |_|

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based  upon the  closing  sale  price of its  Common  Stock on
February 28, 2001, on the New York Stock Exchange was $923,319,826.

     At February 28, 2001,  28,211,048 shares of the Registrant's  Common Stock,
$0.01 par value were outstanding.

     DOCUMENTS  INCORPORATED BY REFERENCE:  Portions of the  Registrant's  Proxy
Statement to be filed with the Securities and Exchange  Commission in connection
with  the  Annual  Meeting  of  Stockholders  to be  held  April  25,  2001  are
incorporated by reference in Part III hereof.

================================================================================
<PAGE>

EXPLANATORY NOTE

     This  amendment to Form 10-K on Form 10-K/A has been  prepared to reflect a
a change in the Consent of Independent Auditors.

<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1.  Financial Statements.

         These  documents  are  listed  in the Index to  Consolidated  Financial
         Statements under Item 8.

     2.  Financial Statement Schedules.

         Financial  Statement  Schedules have been omitted  because they are not
         applicable  or the required  information  is shown in the  Consolidated
         Financial Statements or Notes thereto.

(b)  Reports on Form 8-K during the last quarter of 2000.

         None.


                                      108
<PAGE>


(c)  Exhibits.

    Exhibit
     Number                          Description
    -------                          -----------
     3.1  (2) Certificate of Incorporation of Downey Financial Corp.

     3.2  (1) Bylaws of Downey Financial Corp.

     4.1  (4) Junior  Subordinated  Indenture  dated as of July 23, 1999 between
          Downey  Financial  Corp.  and  Wilmington  Trust  Company as Indenture
          Trustee.

     4.2  (4) 10% Junior Subordinated Debenture due September 15, 2029 Principal
          Amount $123,711,350.

     4.3  (4) Certificate of Trust of Downey Financial Capital Trust I, dated as
          of May 25, 1999.

     4.4  (4) Trust Agreement of Downey Financial Capital Trust I, dated May 25,
          1999.

     4.5  (4) Amended and Restated Trust Agreement of Downey  Financial  Capital
          Trust I, between Downey Financial Corp.,  Wilmington Trust Company and
          the Administrative Trustees named therein, dated as of July 23, 1999.

     4.6  (4)  Certificate  Evidencing  Common  Securities  of Downey  Financial
          Capital Trust I, 10% Common Securities.

     4.7  (4)  Certificate  Evidencing  Capital  Securities of Downey  Financial
          Capital Trust I, 10% Capital Securities (Global Certificate).

     4.8  (4) Common  Securities  Guarantee  Agreement of Downey Financial Corp.
          (Guarantor), dated July 23, 1999.

     4.9  (4) Capital Securities  Guarantee  Agreement of Downey Financial Corp.
          and Wilmington Trust Company, dated as of July 23, 1999.

     10.1 (3) Downey Savings and Loan Association,  F.A. Employee Stock Purchase
          Plan (Amended and Restated as of January 1, 1996).

     10.2 (3)  Amendment  No.  1,  Downey  Savings  and Loan  Association,  F.A.
          Employee Stock  Purchase Plan.  Amendment No. 1, Effective and Adopted
          January 22, 1997.

     10.3 (3) Downey Savings and Loan Association,  F.A.  Employees'  Retirement
          and Savings Plan (October 1, 1997 Restatement).

     10.4 (3)  Amendment  No.  1,  Downey  Savings  and Loan  Association,  F.A.
          Employees'  Retirement and Savings Plan (October 1, 1997  Restatement)
          Amendment No. 1, Effective and Adopted January 28, 1998.

     10.5 (3) Trust  Agreement  for Downey  Savings and Loan  Association,  F.A.
          Employees'  Retirement  and Savings  Plan,  Effective  October 1, 1997
          between  Downey  Savings  and  Loan  Association,  F.A.  and  Fidelity
          Management Trust Company.

     10.6 (2) Downey Savings and Loan Association 1994 Long-Term  Incentive Plan
          (as amended).


                                      109
<PAGE>


(c)  Exhibits (Continued)

    Exhibit
     Number                          Description
    -------                          -----------
     10.7 (1)  Asset  Purchase  Agreement  among  Butterfield  Savings  and Loan
          Association,  FSA,  Mortgage  Investment,  Inc.,  Property  Management
          Service, Inc. and Butterfield Capital Corporation,  dated September 1,
          1988.

     10.8 (1)  Assistance  Agreement  between and among the Federal  Savings and
          Loan Insurance Corporation,  Butterfield Savings and Loan Association,
          FSA and Downey Savings and Loan Association,  dated September 29, 1988
          (confidential  treatment  requested  due  to  contractual  prohibition
          against disclosure).

     10.9 (1) Merger of  Butterfield  Savings and Loan  Association,  FSA,  into
          Downey Savings and Loan Association, dated September 29, 1989.

     10.10(1)  Founder  Retirement  Agreement  of  Maurice L.  McAlister,  dated
          December 21, 1989.

     10.11(5)  Amendment  No. 1,  Founders  Retirement  Agreement  of Maurice L.
          McAlister,  dated  December 21, 1989.  Amendment No. 1,  Effective and
          Adopted  July 26,  2000.  10.12 (1) Founder  Retirement  Agreement  of
          Gerald H. McQuarrie, dated December 21, 1989.

     10.13 Deferred Compensation Program.

     10.14 Director Retirement Benefits.

     22   Subsidiaries.

     23   Consent of Independent Auditors.

     27   Financial Data Schedule (Only filed as part of the EDGAR version).

(1)  Filed  as part of  Downey's  Registration  Statement  on Form  8-B/A  filed
     January 17, 1995.
(2)  Filed as part of Downey's Registration Statement on Form S-8 filed February
     3, 1995.
(3)  Filed as part of Downey's report on Form 10-K filed March 16, 1998.
(4)  Filed as part of Downey's report on Form 10-Q filed November 2, 1999.
(5)  Filed as part of Downey's report on Form 10-Q filed August 2, 2000.

We will furnish any or all of the  non-confidential  exhibits  upon payment of a
reasonable fee. Please send request for exhibits and/or fee information to:

                             Downey Financial Corp.
                               3501 Jamboree Road
                         Newport Beach, California 92660
                         Attention: Corporate Secretary


                                      110
<PAGE>


SIGNATURES

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


                                     DOWNEY FINANCIAL CORP.


                           By: /s/     DANIEL D. ROSENTHAL
                              -------------------------------------
                                       Daniel D. Rosenthal
                              President and Chief Executive Officer
                                          Director

DATED:  April  16, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.