UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

                 [X]    Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                 [ ]    Transition Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934 (No Fee Required)

                   For the Fiscal Year Ended December 31, 2005

                            Commission file numbers:
                                    333-31964
                                   333-109143

                     CitiFinancial Mortgage Securities Inc.
        (Issuer in respect of the REMIC Pass-Through Certificates Series
     2002-1, 2003-1, 2003-2, 2003-3, 2003-4 and 2004-1 (the "Certificates"))
     -----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                       Delaware                     52-2207681
            -------------------------------     ----------------
            (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)      Identification No.)

                   300 St. Paul Place
                  Baltimore, Maryland                  21202
        ----------------------------------------    ----------
        (Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code: (410) 332-3607
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

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

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.   Yes       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       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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "Accelerated
Filer and Large Accelerated Filer" in Rule 12B-2 of the Exchange Act
(check one):
Large Accelerated Filer      Accelerated Filer       Non-accelerated Filer  X
                       -----                  -----                       -----

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act)   Yes       No   X
                                       -----     -----

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked priced of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter. NOT APPLICABLE

<PAGE>

      Introductory note: This Annual Report on Form 10-K is filed in the manner
described in various "no-action" letters issued by the Office of the General
Counsel from time to time. Accordingly, responses to certain items have been
omitted from or modified in this Annual Report.



                                     PART I

Item 1.  Business.

         The sole business of CitiFinancial Mortgage Securities Inc. ("CFMSI")
is the issuance of mortgage-backed securities, each series of which represents
the entire beneficial interest in a segregated pool of subprime one- to four-
family mortgage loans, as described in its Registration Statements on Form S-3
(Nos. 333-31964 and 333-109143). The servicer is CitiFinancial Mortgage
Company, Inc.


Item 1A. Risk Factors.

         Omitted.


Item 1B. Unresolved Staff Comments.

         None.


Item 2.  Properties

         The Annual Statement of Compliance for the Registrant's REMIC
Pass-Through Certificates, included as Exhibit 99(a)(2), which provides
information on the mortgaged properties.


Item 3.  Legal Proceedings.

         The Registrant knows of no material pending legal proceedings involving
either any trust evidenced by the Certificates, the Registrant, the Servicer
(CitiFinancial Mortgage Company, Inc.), or the Trustees with respect to such
trust, other than routine litigation incidental to the business of each such
person.


Item 4.  Submission of Matters to a Vote of Security-Holders.

         None.


<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and
         Issuer Purchases of Equity Securities.

         (a) To the best of Registrant's knowledge, there is no established
public trading market for the Certificates.

         (b) As of December 31, 2005, the number of holders of each series of
the Certificates was fewer than 50.


Item 6.  Selected Financial Data.

         Omitted.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

         Omitted.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         Omitted.


Item 8.  Financial Statements and Supplementary Data.

         The  Annual Independent Accountants' Report and the management's
assertion letter for the Registrant's REMIC Pass-Through Certificates included
herein as Exhibits 99(a)(1) and 99(a)(2), respectively.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.


Item 9A. Controls and Procedures.

         Omitted.

Item 9B. Other Information.

         None.

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         Omitted.


Item 11. Executive Compensation.

         Omitted.


Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         Omitted.


Item 13. Certain Relationships and Related Transactions.

         Omitted.


Item 14. Principal Accountant Fees and Services.

         Omitted.

<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules.

         (a)      Exhibits

            1       Certification pursuant to Section 302(a) of the
                    Sarbanes-Oxley Act. (Exhibit 31)

            2       Annual Independent Accountants' Report for the
                    Registrant's REMIC Pass-Through Certificates (Exhibit
                    99(a)(1))

            3       Management's assertion letter (Exhibit 99(a)(2))


          (b)     Current Reports on Form 8-K

                  The Registrant filed the following Current Reports on Form 8-K
during the fiscal year ended December 31, 2005 relating to the REMIC
Pass-Through Certificates Series 2002-1, 2003-1 through 2003-4, and 2004-1:

<TABLE>
<CAPTION>
     Series                Date of Report
     ------                --------------
     <S>                   <C>
     CFMSI 2002-1          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005

     CFMSI 2003-1          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005

     CFMSI 2003-2          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005

     CFMSI 2003-3          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005

     CFMSI 2003-4          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005

     CFMSI 2004-1          December 27, 2004, January 25, 2005, February 25, 2005, March 25, 2005, April 25, 2005, May 25, 2005,
                           June 27, 2005, July 25, 2005, August 25, 2005, September 26, 2005, October 25, 2005, and November 25,
                           2005
</TABLE>

      The monthly servicer's reports for each such series are set forth in the
above Current Reports on Form 8-K under Item 8.01 thereof.

 <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.


                                  CITIFINANCIAL MORTGAGE SECURITIES INC.
                                  (Registrant)


                                  By:/s/ Michael J. Tarpley
                                     ------------------------
                                  Name:  Michael J. Tarpley
                                  Title: Assistant Secretary


Dated:  March 24, 2006


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 24, 2006 by the following persons on
behalf of the Registrant in the capacities indicated.

         Signature                                   Capacity
         ---------                                   --------

  /s/ William Beckmann                               President
 -------------------------                  (Principal Executive Officer)
     (William Beckmann)


  /s/ Bradley Brunts                                 Director
 -------------------------
     (Bradley Brunts)


  /s/ Paul Ince                         Senior Vice President, Treasurer and a
 -------------------------               Director (Principal Financial Officer
     (Paul Ince)                           and Principal Accounting Officer)


  /s/ Eugene R. Schutt                               Director
 -------------------------
     (Eugene R. Schutt)

                                                     Director
 -------------------------
     (David A. Vanasky)

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.

31                Certification pursuant to Section 302(a) of the
                  Sarbanes-Oxley Act.

99(a)(1)          Annual Independent Accountants' Report for the
                  Registrant's REMIC Pass-Through Certificates

99(a)(2)          Management's assertion letter