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

                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:  333-112334-01

SEQUOIA RESIDENTIAL FUNDING, INC. (AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED FEBRUARY 1, 2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA
MORTGAGE TRUST 2004-2, MORTGAGE PASS-THROUGH CERTIFICATES)

                        SEQUOIA RESIDENTIAL FUNDING, INC.
             (Exact Name of registrant as specified in its charter)

           DELAWARE                                     35-2170972
(State or other jurisdiction                (I.R.S. employer identification no.)
of incorporation or organization)

        ONE BELVEDERE PLACE
             SUITE 330
          MILL VALLEY, CA                                               94941
(Address of principal executive offices)                              (Zip code)

                                 (415) 389-7373
              (Registrant's telephone number, including area code)

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

          NONE                                                      NONE
    (Title of class)                                          (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] or No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] or No [X]

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]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] or 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 RESIDENTIAL FUNDING, INC.
        SEQUOIA MORTGAGE TRUST 2004-2, MORTGAGE PASS-THROUGH CERTIFICATES

                                      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................................................................   4
            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.........................................   5
            ITEM 14    -   PRINCIPAL ACCOUNTANT FEES AND SERVICES.................................................   5

PART IV     ......................................................................................................   5
            ITEM 15    -   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                           REPORTS ON FORM 8-K....................................................................   5

SIGNATURES  ......................................................................................................   8

CERTIFICATION.....................................................................................................   9

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.................................................................................  10

INDEX TO EXHIBITS.................................................................................................  10
</TABLE>

                                        2
<PAGE>

                                     PART I

ITEM  1 -   BUSINESS

            Not Applicable.

ITEM 2  -   PROPERTIES

            Sequoia Residential Funding, Inc. (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 Mortgage Pass-Through Certificates, the Sequoia Mortgage
2004-2 Trust (the "Trust); the Pooling and Servicing Agreement; the Trustee; the
Depositor; the Seller; the Master Servicer or the Servicers 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 Certificates.

            The Certificates issued by the Trust are held by the Depository
Trust Company ("DTC") which in turn maintains records of holders of beneficial
interests in the Certificates. Based on information obtained by the Trust from
DTC, as of December 31, 2004, there were twenty-one (21) holders of the Class A
Certificates, one (1) holder of the Class X-1 Certificates, one (1) holder of
the Class X-2 Certificates, one (1) holder of the Class X-B Certificates, one
(1) holder of the Class B-1 Certificates, two (2) holders of the Class B-2
Certificates, and one (1) holder of the Class B-3 Certificates.

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.

                                       3
<PAGE>

ITEM 9A -   CONTROLS AND PROCEDURES

            Not Applicable.

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 indirect wholly-owned
subsidiary of Redwood Trust, Inc. The Trust is a grantor trust established under
the Pooling and Servicing Agreement.

            The following table sets forth (i) the identification of each entity
owning more than 5% of the outstanding principal amount of each class of the
Pass-Through Certificates; (ii) the principal amount of each class of the
Pass-Through Certificates owned by each and (iii) the percent that the principal
amount of each class of the Pass-Through Certificates owned by such entity
represents of the outstanding principal amount of such class of Pass-Through
Certificates. The information set forth in the table for the Certificates is
based upon information obtained by the Trust from DTC and represents ownership
of beneficial interest in the Certificates held by DTC. The Depositor is not
aware of any Schedules 13D or 13G filed with the Securities and Exchange
Commission in respect of the Certificates.

CLASS A

 <TABLE>
 <CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
---------------       ----------------------     --------------------------------
<S>                   <C>                        <C>
 CITIBANK                 $135,000,000                       20.09%
 JPMCBNA                  $103,765,000                        15.4%
 ML SFKPG                 $175,000,000                       26.04%
 SSB&T CO                 $134,793,000                       20.06%
 </TABLE>

CLASS X-1

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
 ML SFKPG                 $671,998,000                      100%
</TABLE>

CLASS X-2

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
  CITIBANK                $671,998,000                        100%
</TABLE>

                                       4
<PAGE>

CLASS X-B

<TABLE>
<CAPTION>
Identification          Principal Amount Owned   Percentage of Outstanding Amount
--------------          ----------------------   --------------------------------
<S>                     <C>                      <C>
  CITIBANK                  $18,550,000                     100.00%
</TABLE>

CLASS B-1

<TABLE>
<CAPTION>
Identification          Principal Amount Owned   Percentage of Outstanding Amount
--------------          ----------------------   --------------------------------
<S>                     <C>                      <C>
    SSB&T                    $11,550,000                   100.00%
</TABLE>

CLASS B-2

<TABLE>
<CAPTION>
Identification          Principal Amount Owned   Percentage of Outstanding Amount
--------------          ----------------------   --------------------------------
<S>                     <C>                      <C>
   COMERICA                $2,500,000                      35.71%
   SSB&T CO                $4,500,000                      64.28%
</TABLE>

ITEM 13 -   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            None.

ITEM 14     PRINCIPAL ACCOUNTANT FEES AND SERVICES

            Not Applicable.

                                     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:

                           Not applicable.

                  2.       Financial Statement Schedules:

                           Not applicable.

                  3.       Exhibits:

<TABLE>
<CAPTION>
Exhibit No.                                    Description
----------        -----------------------------------------------------------------------
<S>               <C>
31.1              Sarbanes-Oxley Certification.

99.1              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 August 1, 2002, as
                  modified by the related Acknowledgements (the
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>               <C>
                  "RWT/Morgan Servicing Agreement").

99.2              Report of Independent Registered Public Accounting Firm pursuant
                  to Section 7.04(b) of the RWT/Morgan Servicing Agreement.

99.3              Statement of Compliance of the Servicer pursuant to Section 6.04 of The
                  Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of
                  August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as
                  modified by the related Acknowledgements (the "RWT/GreenPoint Servicing
                  Agreement").

99.4              Report of Independent Account pursuant to Section 6.05 of the
                  RWT/GreenPoint Servicing Agreement.

99.5              Statement of Compliance of the Servicer pursuant to Section 7.04 of The
                  Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT,
                  Cendant Mortgage Corporation ("Cendant") and Bishop's Gate Residential
                  Mortgage Trust (formerly known as Cendant Residential Mortgage Trust),
                  as Sellers, and Cendant, as Servicer, dated August 1, 2002, as modified
                  by the related Acknowledgements (the "RWT/Cendant Servicing Agreement").

99.6              Report of Independent Registered Public Accounting Firm pursuant to
                  Section 7.05 of the RWT/Cendant Servicing Agreement.

99.7              Statement of Compliance of the Servicer pursuant to Section 11.20 of the
                  Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1,
                  2003, between RWT and Bank of America, N.A., as modified by the related
                  Acknowledgements (the "RWT/Bank of America Servicing Agreement").

99.8              Report of Independent Accountant pursuant to Section 11.21 of the
                  RWT/Bank of America Servicing Agreement.
</TABLE>

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

<TABLE>
<CAPTION>
DATE OF REPORTS ON FORM 8-K              ITEMS REPORTED/FINANCIAL STATEMENTS FILED
<S>                            <C>
February 24, 2004              Report filing Computational Materials and Collateral Term Sheet

March 9, 2004                  Report filing the Pooling and Servicing Agreement and the
                               Tax Opinion

April 5, 2004                  Trustee's Monthly Report for the March Distribution to
                               Certificateholders

May 7, 2004                    Trustee's Monthly Report for the April Distribution to
                               Certificateholders

June 8, 2004                   Trustee's Monthly Report for the May Distribution to
                               Certificateholders

July 7, 2004                   Trustee's Monthly Report for the June Distribution to
                               Certificateholders
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                            <C>
August 2, 2004                 Trustee's Monthly Report for the July Distribution to
                               Certificateholders

September 3, 2004              Trustee's Monthly Report for the August Distribution to
                               Certificateholders

October 6, 2004                Trustee's Monthly Report for the September Distribution to
                               Certificateholders

November 5, 2004               Trustee's Monthly Report for the October Distribution to
                               Certificateholders

December 3, 2004               Trustee's Monthly Report for the November Distribution to
                               Certificateholders

January 5, 2005                Trustee's Monthly Report for the December Distribution to
                               Certificateholders
</TABLE>

                                        7
<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 RESIDENTIAL FUNDING, INC.

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

Date: December 5, 2005.

                                       8
<PAGE>

                                  CERTIFICATION

            I, Harold F. Zagunis, Chief Financial Officer and Secretary of
Sequoia Residential Funding, Inc., 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 Certificates for periods included in the year covered by this
annual report, of Sequoia Residential Funding, Inc.;

            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 servicer under the pooling and
servicing agreement, 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 pooling and servicing agreement, 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 registered public accounting firm, after conducting a
review in compliance with the Uniform Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the pooling and servicing agreement, 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, GreenPoint Mortgage Funding, Inc.,
as Servicer, Cendant Mortgage Corporation, as Servicer and Bank of America,
N.A., as Servicer.

Date: December 5, 2005

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

                                       9
<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 Certificateholders.

                                INDEX TO EXHIBITS
                                   ITEM 15(C)

<TABLE>
<CAPTION>
Exhibit No.       Description
----------        -----------
<S>               <C>
31.1              Sarbanes-Oxley Certification.

99.1              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 August 1,
                  2002, as modified by the related Acknowledgements (the "RWT/ Morgan Servicing Agreement").

99.2              Report of Independent Registered Public Accounting Firm pursuant to Section 7.04(b) of  the RWT/Morgan
                  Servicing Agreement.

99.3              Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and
                  Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified
                  by the related Acknowledgements (the "RWT/GreenPoint Servicing Agreement").

99.4              Report of Independent Account pursuant to Section 6.05 of RWT/GreenPoint Servicing Agreement.

99.5              Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale &
                  Servicing Agreement among RWT, Cendant Mortgage Corporation ("Cendant") and Bishop's Gate Residential Mortgage
                  Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and Cendant, as Servicer, dated
                  August 1, 2002, as modified by the related Acknowledgements (the "RWT/Cendant Servicing Agreement").

99.6              Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/Cendant Servicing
                  Agreement.

99.7              Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing
                  Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related
                  Acknowledgements (the "RWT/Bank of America Servicing Agreement").

99.8              Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement.
</TABLE>

                                       10