8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) March 24, 2005
                                                          --------------

                              Matrix Bancorp, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
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                 (State or Other Jurisdiction of Incorporation)

        0-21231                                        84-1233716
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  (Commission File Number)                  (IRS Employer Identification No.)

    700 Seventeenth Street, Suite 2100
    Denver, Colorado                                   80202
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(Address of Principal Executive Offices)             (Zip Code)

                                 (303) 595-9898
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              (Registrant's Telephone Number, Including Area Code)


- -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 4.01   Changes in Registrant's Certifying Accountant.

     Effective  March 24, 2005,  Matrix Bancorp,  Inc. (the  "Company")  engaged
McGladrey & Pullen,  LLP as the  Company's  principal  accountants  to audit the
Company's financial  statements for the year ending December 31, 2005. McGladrey
replaces KPMG LLP, which had previously  been engaged for the same purpose,  and
who was dismissed effective March 24, 2005. The decision to change the Company's
principal accountants was approved by the Company's Audit Committee on March 24,
2005.

     The reports of KPMG LLP on the  consolidated  financial  statements  of the
Company as of and for the years ended December 31, 2003 and 2004 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty,  audit scope or accounting principles, except that KPMG LLP's
audit report on the consolidated  financial  statements of the Company as of and
for the years ended December 31, 2003 and 2004 contained a paragraph that stated
that the Company changed its method of accounting for variable interest entities
in 2003 and changed its method of accounting  for goodwill and other  intangible
assets in 2002.  In  connection  with the  audits  for the  fiscal  years  ended
December  31,  2003  and  2004  and  through  the  date  hereof,  there  were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements,  if not  resolved  to the  satisfaction  of KPMG LLP,  would have
caused KPMG LLP to make reference to the subject matter of the  disagreements in
connection with its reports.

     The Company  provided KPMG LLP with a copy of this disclosure and requested
that KPMG LLP furnish the Company with a letter  addressed to the Securities and
Exchange  Commission  stating whether KPMG LLP agrees with the above statements;
and, if not,  stating the respects with it does not agree.  A copy of KPMG LLP's
letter dated March 30, 2005 is filed as Exhibit 16.1 to this Form 8-K.

     The Audit  Committee  unanimously  approved the  appointment of McGladrey &
Pullen, LLP as the Company's  independent  registered public accounting firm for
the year ending  December 31, 2005.  During the fiscal years ended  December 31,
2003 and 2004 and the subsequent interim period prior to the date of McGladrey's
appointment,  neither  the  Company  nor  anyone on its  behalf  consulted  with
McGladrey  regarding (i) either the  application  of accounting  principles to a
specified  transaction,  either  completed  or  proposed;  or the  type of audit
opinion that might be rendered on the Company's  financial  statements;  or (ii)
any  matter  that was  either  the  subject  of a  disagreement  (as  defined in
paragraph (a)(1)(iv) and the related instructions to Item 304 of Regulation S-K)
or a  reportable  event (as  described  in  paragraph  (a)(1)(v)  of Item 304 of
Regulation S-K).





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.

          16.1    Letter of KPMG LLP to the Securities and Exchange Commission
                  dated March 30, 2005.








                                    SIGNATURE

     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.

Dated:  March 30, 2005


                                            MATRIX BANCORP, INC.


                                            By:  /s/ Allen McConnell
                                            Name:    Allen McConnell
                                            Title:   Senior Vice President





                                  EXHIBIT INDEX

Exhibit No.         Description
- -----------         -----------

16.1                Letter of KPMG LLP to the Securities and Exchange Commission
                    dated March 30, 2005.

EX-16

                                                                  EXHIBIT 16.1





March 30, 2005



Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:


We were previously principal  accountants for Matrix Bancorp, Inc. (the Company)
and, under the date of March 14, 2005, we reported on the consolidated financial
statements  of the Company as of and for the years ended  December  31, 2004 and
2003.  On  March  24,  2005,  our  appointment  as  principal   accountants  was
terminated.  We have read the Company's  statements  included under Item 4.01 of
its Form 8-K dated March 24,  2005,  and we agree with such  statements,  except
that we are not in a position to agree or disagree with the Company's statements
that (1) effective March 24, 2005, the Company engaged  McGladrey & Pullen,  LLP
(McGladrey)  as the  Company's  principal  accountants  to audit  the  Company's
financial  statements  for the year ending  December  31,  2005,  (2)  McGladrey
replaces  KPMG  LLP,  (3)  the  decision  to  change  the  Company's   principal
accountants was approved by the Company's Audit Committee on March 24, 2005, (4)
the Company's Audit Committee  unanimously approved the appointment of McGladrey
& Pullen, LLP as the Company's independent registered public accounting firm for
the year  ending  December  31,  2005,  and (5) during the  fiscal  years  ended
December 31, 2003 and 2004 and the  subsequent  interim period prior to the date
of  McGladrey's  appointment,  neither  the  Company  nor  anyone on its  behalf
consulted  with  McGladrey  regarding (i) either the  application  of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements;
or (ii) any matter that was either the subject of a disagreement  (as defined in
paragraph (a)(1)(iv) and the related instructions to Item 304 of Regulation S-K)
or a  reportable  event (as  described  in  paragraph  (a)(1)(v)  of Item 304 of
Regulation S-K).

Very truly yours,



KPMG LLP