SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MATSUMOTO RAYMOND D

(Last)

(First)

(Middle)

155 NORTH LAKE AVENUE

(Street)

PASADENA

91101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2004

3. Issuer Name and Ticker or Trading Symbol
INDYMAC BANCORP INC [ NDE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		EVP, IndyMac Bank, F.S.B.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,736	D
Common Stock	1,266.08	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	06/01/2008	Common Stock	19,667	$9.7781	D
Stock Option (Right to Buy)	⁽¹⁾	06/01/2008	Common Stock	13,833	$12.2226	D
Stock Option (Right to Buy)	⁽²⁾	03/04/2009	Common Stock	10,000	$10.4375	D
Stock Option (Right to Buy)	⁽³⁾	02/03/2010	Common Stock	10,000	$11.1875	D
Stock Option (Right to Buy)	⁽⁴⁾	02/05/2011	Common Stock	12,308	$24.415	D
Stock Option (Right to Buy)	⁽⁵⁾	05/01/2012	Common Stock	13,552	$25.02	D
Stock Option (Right to Buy)	⁽⁶⁾	03/04/2013	Common Stock	17,623	$19.16	D

Explanation of Responses:

1. Immediate

2. The option became exercisable for one-third of the shares on March 5, 2000; March 5, 2001 and March 5, 2002.

3. The option became exercisable for one-third of the shares on February 4, 2001; February 4, 2002 and February 4, 2003.

4. The option became exercisable for one-third of the shares on February 5, 2002; February 5, 2003 and February 5, 2004.

5. The option became exercisable for one-third of the shares on May 1, 2003, and becomes exercisable for one-third of the shares on May 1, 2004 and May 1, 2005.

6. The option becomes exercisable for one-third of the shares on March 4, 2004; March 4, 2005 and March 4, 2006.

Remarks:

	By: /s/ Raymond D. Matsumoto	03/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.