EXHIBIT 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Annual  Report  of  Matrix  Bancorp,  Inc.  (the
"Company") on Form 10-K for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, D. Mark
Spencer,  President  and Co-Chief  Executive  Officer of the  Company,  certify,
pursuant  18 U.S.C.  Section  1350,  as adopted  pursuant  to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.   The report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities and Exchange Act of 1934; and

2.   The information  contained in the report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



Dated:   March 12, 2004                       /s/ D. Mark Spencer
                                              ----------------------------------
                                              Name: D. Mark Spencer
                                              Title: President and Co-Chief
                                                     Executive Officer