<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: 333-115296-01

SEQUOIA RESIDENTIAL FUNDING, INC. (AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED MAY 1, 2004, PROVIDING FOR THE ISSUANCE OF THE SEQUOIA MORTGAGE
TRUST 2004-5, MORTGAGE PASS-THROUGH CERTIFICATES)

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

           DELAWARE                                      35-2170972
(State or other jurisdiction of            (I.R.S. employer identification no.)
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 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 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 2004-5, 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 .........................      6

        ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES .................................      6

PART IV ..................................................................................      6

        ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ........      6

SIGNATURES ...............................................................................      9

CERTIFICATION ............................................................................     10

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 ....................................................................     11

INDEX TO EXHIBITS ........................................................................     11
</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
2004-5 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 17 holders of the Class A-1
Certificates, five (5) holders of the Class A-2 Certificates, five (5) holders
of the Class A-3 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, four (4) holders of the Class B-1 Certificates, four (4) 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-1

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
BANK OF NY                 $160,430,000                     29.01%
ML SFKPG                   $134,000,000                     24.23%
US BANK NA                 $ 36,930,000                      6.68%
CGM/SAL BR                  $42,050,000                      7.60%

BNY/CDC-FP                 $ 40,050,000                      7.24%

MELLON TR                  $ 41,000,000                      7.41%

SSB&T CO                   $ 31,410,000                      5.68%
</TABLE>

CLASS A-2

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
RBCCAPMKTS                  $30,000,000                      16.14%
JPMCBNA                     $18,500,000                       9.95%
SSB&T CO                    $78,500,000                      42.23%

NRTHRN TR                   $55,000,000                      29.59%
</TABLE>

                                       4
<PAGE>

CLASS A-3

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
BANK OF NY                  $40,800,000                   54.40%
SSB&T CO                    $ 7,075,000                    9.43%

JPMCBNA                     $23,400,000                   31.12%
</TABLE>

CLASS X-1

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
US BANK NA                 $260,867,000                   100.00%
</TABLE>

CLASS X-2

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
CITIBANK                   $260,867,000                   100.00%
</TABLE>

CLASS X-B

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
CITIBANK                   $23,373,000                    100%
</TABLE>

CLASS B-1

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
INVSTERS BK                $3,000,000                     20.02%
WELLS BKNA                 $4,370,000                     29.38%
JPMC/RBS                   $5,000,000                     33.62%
JPMCBNA                    $2,504,000                     16.84%
</TABLE>

CLASS B-2

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
INVSTRS BK                 $2,740,000                     32.23%
WELLS BKNA                 $2,000,000                     23.53%
JPMCBNA                    $1,000,000                     11.77%
SSB&T CO                   $2,759,000                     32.46%
</TABLE>

CLASS B-3

<TABLE>
<CAPTION>
Identification        Principal Amount Owned     Percentage of Outstanding Amount
--------------        ----------------------     --------------------------------
<S>                   <C>                        <C>
WELLS BKNA                 $4,674,000                     100%
</TABLE>

                                       5
<PAGE>

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:

                    Exhibit No.     Description

                      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 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").

                                       6
<PAGE>
                      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.

                      99.9          Statement of Compliance of the Servicer
                                    pursuant to Section 6.04 of the Loan
                                    Servicing Agreement, dated as of February 1,
                                    2004 between RWT and GMAC Mortgage
                                    Corporation, as modified by the related
                                    Acknowledgements (the "RWT/GMAC Servicing
                                    Agreement").

                      99.10         Report of Independent Accountant pursuant to
                                    Section 6.05 of the RWT/GMAC Servicing
                                    Agreement.

                      99.11         Statement of Compliance of the Servicer
                                    pursuant to Section 5.04 of the Mortgage
                                    Loan Purchase and Servicing Agreement, dated
                                    as of April 1, 1998, between RWT and
                                    Countrywide Home Loans, Inc., as amended by
                                    the Amendment Number One to such agreement,
                                    dated February 27, 2004, as modified by the
                                    related Acknowledgements (the
                                    "RWT/Countrywide Servicing Agreement").

                      99.12         Report of Independent Accountant pursuant to
                                    Section 5.05 of the RWT/Countrywide
                                    Servicing Agreement.

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

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

      May 17, 2004                     Report filing Collateral Term Sheet

      May 27, 2004                     Report filing Computational Materials

      June 11, 2004                    Report filing the Pooling and Servicing
                                       Agreement and the Tax Opinion

      July 7, 2004                     Trustee's Monthly Report for the June
                                       Distribution to Certificateholders

      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

                                       7
<PAGE>

      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

                                       8
<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.

                                       9
<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, Bank of America, N.A.,
as Servicer, GMAC Mortgage Corporation, as Servicer, and Countrywide Home Loans,
Inc., as Servicer.

Date: December 5, 2005

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

                                       10
<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)

Exhibit No.                  Description

  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.

  99.9        Statement of Compliance of the Servicer pursuant to Section 6.04
              of the Loan Servicing Agreement, dated as of February 1, 2004,
              between RWT and GMAC Mortgage Corporation, as modified by the
              related Acknowledgements (the "RWT/GMAC Servicing Agreement").

                                       11
<PAGE>

  99.10       Report of Independent Accountant pursuant to Section 6.05 of the
              RWT/GMAC Servicing Agreement.

  99.11       Statement of Compliance of the Servicer pursuant to Section 5.04
              of the Mortgage Loan Purchase and Servicing Agreement, dated as of
              April 1, 1998, between RWT and Countrywide Home Loans, Inc., as
              amended by the Amendment Number One to such agreement, dated
              February 27, 2004, as modified by the related Acknowledgements
              (the "RWT/Countrywide Servicing Agreement").

  99.12       Report of Independent Accountant pursuant to Section 5.05 of the
              RWT/Countrywide Servicing Agreement.

                                       12