10-K/A

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, 2003 OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934

For the transition period from __________ to _________.

Commission File Number: 333-103634

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated April 1, 2003, providing for the issuance of the Sequoia Mortgage Trust 2003-2, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)

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

One Belvedere Place
Suite 330
Mill Valley, CA
(Address of principal executive offices) 94941
(Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to Section 12(g) of the Act:
None (Title of class)	None (Title of class)

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 o

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 o 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

SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 2003-2, MORTGAGE PASS-THROUGH CERTIFICATES

INDEX

	Page
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 AND RELATED STOCKHOLDER MATTERS		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
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
EXHIBIT 99.4
EXHIBIT 99.5

2

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 2003-2 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 AND RELATED STOCKHOLDER MATTERS

     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, 2003, there were twenty-seven (27) holders of the Class A-1 Certificates, seven (7) holders of the Class A-2 Certificates, two (2) holders of the Class M-1 Certificates and one (1) holder of the Class M-2 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

ITEM 9A — CONTROLS AND PROCEDURES

     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 name and address 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

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211	$	205,000,000		41.00	%
JP Morgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254	$	94,065,000		18.81	%
The Northern Trust Company 801 S. Canal C-IN, Suite 490 Chicago, IL 60607	$	111,900,000		22.38	%

Class A-2

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211	$	75,000,000		24.70	%
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	$	40,000,000		13.18	%

4

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
JPMorgan Chase Bank 14201 Dallas Parkway Dallas, TX 75254	$	17,500,000		5.76	%
Mellon Trust of New England 525 William Penn Place Pittsburg, PA 15259	$	70,000,000		23.06	%
Merrill Lynch, Pierce, Fenner and Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	$	68,600,000		22.59	%
Wells Fargo Bank, N. A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	17,500,000		5.76	%

Class M-1

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211	$	9,480,000		82.58	%
Investors Bank & Trust Company 200 Clarendon St., 9th floor Corporate Actions Unit/Top 57 Boston, MA 02116	$	2,000,000		17.42	%

Class M-2

Name and Address	Principal Amount Owned		Percentage of Outstanding Amount
Wells Fargo Bank, N. A. Issuer Services c/o ADP Proxy Services Edgewood, NY 11717	$	4,920,000		100.00	%

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.

5

2.	Financial Statement Schedules:
	Not applicable.
3.	Exhibits:

Exhibit No.	Description
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 Accountant 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 Accountant pursuant to Section 7.05 of the RWT/Cendant 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
April 15, 2003	Report filing Collateral Term Sheet
April 17, 2003	Report filing Computational Materials
May 12, 2003	Report filing the Pooling and Servicing Agreement and the Tax Opinion
June 2, 2003	Report filing the Description of Subsequent Collateral and the Tax Opinion for the Subsequent Closing
June 11, 2003	Trustee’s Monthly Report for the May Distribution to Certificateholders
July 7, 2003	Trustee’s Monthly Report for the June Distribution to Certificateholders

6

August 15, 2003	Trustee’s Monthly Report for the July Distribution to Certificateholders
September 12, 2003	Trustee’s Monthly Report for the August Distribution to Certificateholders
October 8, 2003	Trustee’s Monthly Report for the September Distribution to Certificateholders
November 7, 2003	Trustee’s Monthly Report for the October Distribution to Certificateholders
December 10, 2003	Trustee’s Monthly Report for the November Distribution to Certificateholders

*Previously filed by the Registrant with the SEC on Form 10-K/A dated March 30, 2004.

7

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 MORTGAGE FUNDING, INC.
	By:	/s/ Harold F. Zagunis
	Name:	Harold F. Zagunis
	Title:	Chief Financial Officer, Treasurer and Secretary
Date: June 16, 2004.

8

CERTIFICATION

     I, Harold F. Zagunis, Chief Financial Officer, Treasurer 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 public accountant, 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, and Cendant Mortgage Corporation, as Servicer.

Date: June 16, 2004

/s/ Harold F. Zagunis

Signature

Name: Harold F. Zagunis

Title: Chief Financial Officer, Treasurer and Secretary

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.

No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.

INDEX TO EXHIBITS
Item 15(C)

Exhibit No.	Description
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 Accountant 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 Accountant pursuant to Section 7.05 of the RWT/Cendant Servicing Agreement.

*Previously filed by the Registrant with the SEC on Form 10-K/A dated March 30, 2004.

10

EX-99.4

Exhibit 99.4

PricewaterhouseCoopers LLP

350 S. Grand Ave.

Los Angels CA 9007l

Telephone (213) 236 3000

Report of Independent Auditors

To the Board of Directors and Stockholders of GreenPoint Financial Corporation:

We have examined management’s assertion about GreenPoint Financial Corporation and its subsidiaries, including GreenPoint Mortgage Funding, Inc. (the “Company”) compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (“USAP”) as of and for the year ended December 31, 2003 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.

In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003 is fairly stated, in all material respects.

March 25, 2004

Exhibit I

Management’s Assertion Regarding Compliance
With Minimum Servicing Standards

As of and for the year ended December 31, 2003, GreenPoint Mortgage Funding, Inc. (the “Company”), a wholly-owned subsidiary of GreenPoint Financial Corporation, has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers.

As of and for this same period, GreenPoint Financial Corporation maintained on behalf of the Company, errors and omissions and employee fidelity bond insurance policies in the amount of $20,000,000 and $50,000,000, respectively.

March 25, 2004

/s/ Becky Poisson

Becky Poisson
Executive Vice President of
Operations and Technology

/s/ Nathan Hieter

Nathan Hieter
Controller

/s/ David Petrini

David Petrini
Chief Financial Officer

/s/ S.A Ibrahim

S.A Ibrahim
Chief Executive Officer

EX-99.5

Exhibit 99.5

Cendant Mortgage
4001 Leadenhall Road
Mt. Lauret NJ 08054

June 14, 2004

Redwood Trust
One Belvedere Place Suite 300
Mill Valley, CA 94941

Attn: John Isbrandtsen

RE: Officer’s Certificate – Annual Certification Redwood Trust

Dear Trustee:

The undersigned officer certified the following for Cendant Mortgage Corp. for the 2003 calendar year. To the best of our knowledge:

a)	The activities and performances of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best of my knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the Servicer to perform, any such duties, responsibilities, or obligations, a description of each default or failure and the nature and status thereof has been reported to Redwood Trust;
b)	The Servicer is currently an approved FNMA or FHLMC Servicer in good standing;
c)	The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement. Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect;
d)	All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect;
e)	All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, the reason for the non-payment has been reported to Bank of NY:

f)	All Custodial Accounts have been reconciled and are properly funded: and
g)	All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.

Certified by:

/s/ William E. Fricke, Jr.

Officer – William E. Fricke, Jr.

Director – Loan Servicing

Title

06/14/2004

Date