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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

AMENDMENT NO. 1



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



OR



| ̈ | 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 001-32314



NEW CENTURY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|MARYLAND                                                      |  | 56-2451736                          
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                              | 
|18400 VON KARMAN, SUITE 1000,IRVINE, CALIFORNIA               |  | 92612                               
|(Address of principal executive offices)                      |  | (Zip code)                          



Registrants
telephone number, including area code: (949) 440-7030



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



Indicate by check ̈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 twelve 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 ̈whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



YES  x    NO ̈



As of April 30, 2005, the registrant had 55,747,503 shares of common stock outstanding.



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EXPLANATORY NOTE



Pursuant to this Amendment No. 1 to the Quarterly Report on Form 10-Q/A,
the registrant amends and restates Part II - Item 6 (Exhibits) of its Quarterly Report on Form 10-Q for the period ended March 31, 2005 in its entirety to add certain exhibits that were inadvertently omitted from the original
filing. Other than the foregoing and the recently-dated certifications of the Chairman and Chief Executive Officer, Chief Financial Officer, Vice Chairman  Finance and President and Chief Operating Officer of the registrant, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, no other changes have been made to the registrants Quarterly Report on Form 10-Q for the period ended March 31, 2005. This Amendment No. 1 does not reflect events occurring after the
filing of the original Quarterly Report on Form 10-Q with the Securities and Exchange Commission on May 10, 2005, or modify or update the disclosures presented in the original Quarterly Report on Form 10-Q, except to reflect the revisions as
described above.



PART IIOTHER INFORMATION



|Item 6. | Exhibits
|------- | --------



See Exhibit Index.





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SIGNATURES



Pursuant to the requirements 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.



|                   |  |  |  |                                   |  |                         |  |                                                                 
|------------------ |  |  |  | --------------------------------- |  | ----------------------- |  | ----------------------------------------------------------------
|                   |  |  |  | NEW CENTURY FINANCIAL CORPORATION
|                   |  |  | 
|DATE: June 1, 2005 |  |  |  | By:                               |  | /s/ Robert K. Cole     
|                   |  |  |  |                                   |  |                         |  | Robert K. Cole                                                  
|                   |  |  |  |                                   |  |                         |  | Chief Executive Officer                                         
|                   |  |  | 
|DATE: June 1, 2005 |  |  |  | By:                               |  | /s/ Patti M. Dodge     
|                   |  |  |  |                                   |  |                         |  | Patti M. Dodge                                                  
|                   |  |  |  |                                   |  |                         |  | Executive Vice President, Chief Financial Officer and Controller
|                   |  |  | 
|DATE: June 1, 2005 |  |  |  | By:                               |  | /s/ Edward F. Gotschall
|                   |  |  |  |                                   |  |                         |  | Edward F. Gotschall                                             
|                   |  |  |  |                                   |  |                         |  | Vice Chairman  Finance                                         
|                   |  |  | 
|DATE: June 1, 2005 |  |  |  | By:                               |  | /s/ Brad A. Morrice    
|                   |  |  |  |                                   |  |                         |  | Brad A. Morrice                                                 
|                   |  |  |  |                                   |  |                         |  | President and Chief Operating Officer                           





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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                             
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                                                      
|              | 
|2.1           |  | Agreement and Plan of Merger, dated as of April 21, 2004, by and among New Century TRS Holdings, Inc. (f/k/a New Century Financial Corporation), New Century Financial Corporation (f/k/a New
Century REIT, Inc.) and NC Merger Sub, Inc.(1)
|              | 
|3.1           |  | Articles of Amendment and Restatement of New Century Financial Corporation(2)                                                                                                                                                               
|              | 
|3.2           |  | Articles Supplementary of New Century Financial Corporation (3)                                                                                                                                                                             
|              | 
|3.3           |  | Amended and Restated Bylaws of New Century Financial Corporation(2)                                                                                                                                                                         
|              | 
|4.1           |  | Specimen Stock Certificate (4)                                                                                                                                                                                                              
|              | 
|10.1          |  | New Century Financial Corporation 2004 Performance Incentive Plan Employee Restricted Stock Award Agreement, dated February 2, 2005, between New Century Financial Corporation and Robert K.
Cole.                                          
|              | 
|10.2          |  | New Century Financial Corporation 2004 Performance Incentive Plan Employee Restricted Stock Award Agreement, dated February 2, 2005, between New Century Financial Corporation and Patrick J.
Flanagan.                                     
|              | 
|10.3          |  | New Century Financial Corporation 2004 Performance Incentive Plan Employee Restricted Stock Award Agreement, dated February 2, 2005, between New Century Financial Corporation and Edward F.
Gotschall.                                     
|              | 
|10.4          |  | New Century Financial Corporation 2004 Performance Incentive Plan Employee Restricted Stock Award Agreement, dated February 2, 2005, between New Century Financial Corporation and Brad A.
Morrice.                                         
|              | 
|10.5          |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Robert K. Cole.                             
|              | 
|10.6          |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Robert K.
Cole.                                       
|              | 
|10.7          |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Robert K.
Cole.                                           
|              | 
|10.8          |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Patti Dodge.                                
|              | 
|10.9          |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Patti
Dodge.                                          
|              | 
|10.10         |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Patti
Dodge.                                              
|              | 
|10.11         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Patrick J. Flanagan.                        
|              | 
|10.12         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Patrick
J. Flanagan.                                  
|              | 
|10.13         |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Patrick J.
Flanagan.                                      
|              | 
|10.14         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Kevin Cloyd.                                
|              | 
|10.15         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Kevin
Cloyd.                                          
|              | 
|10.16         |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Kevin
Cloyd.                                              





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|              |  |                                                                                                                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                              
|              | 
|10.17         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Edward F. Gotschall.
|              | 
|10.18         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Edward F.
Gotschall.          
|              | 
|10.19         |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Edward F.
Gotschall.              
|              | 
|10.20         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Restricted Stock Award Agreement, dated March 10, 2005, between New Century Financial Corporation and
Brad A. Morrice.    
|              | 
|10.21         |  | New Century Financial Corporation 2004 Performance Incentive Plan Performance-Accelerated Stock Option Agreement, dated March 10, 2005, between New Century Financial Corporation and Brad A.
Morrice.              
|              | 
|10.22         |  | New Century Financial Corporation 2004 Performance Incentive Plan Dividend Equivalent Rights Award Agreement, dated March 10, 2005, between New Century Financial Corporation and Brad A.
Morrice.                  
|              | 
|31.1          |  | Certification of Robert K. Cole pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                           
|              | 
|31.2          |  | Certification of Patti M. Dodge pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                           
|              | 
|31.3          |  | Certification of Edward F. Gotschall pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                      
|              | 
|31.4          |  | Certification of Brad A. Morrice pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                          
|              | 
|32.1          |  | Certification of Robert K. Cole pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                            
|              | 
|32.2          |  | Certification of Patti M. Dodge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                            
|              | 
|32.3          |  | Certification of Edward F. Gotschall pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                       
|              | 
|32.4          |  | Certification of Brad A. Morrice pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                           

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|(1) | Incorporated by reference from our Registration Statement on Form S-3, as filed with the Securities and Exchange Commission on April 22, 2004.
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|(2) | Incorporated by reference from our Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 9, 2004.
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|(3) | Incorporated by reference from our Current Report on From 8-K, as filed with the Securities and Exchange Commission on October 1, 2004.
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|(4) | Incorporated herein by reference to the joint filing of New Century Financial Corporations Form S-3 Registration Statement (333-119753) and New Century TRSs
Post-Effective Amendment No. 3 to the Registration Statement (No. 333-109727) on Form S-3, as filed with the Securities and Exchange Commission on October 14, 2004.
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