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 14, 2005
                                                          --------------

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

                                    Colorado
- -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

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

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

                                 (303) 595-9898
- -------------------------------------------------------------------------------
              (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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On March 14, 2005,  the  Compensation  Committee (the  "Committee")  of the
Board of Directors of Matrix Bancorp, Inc. (the "Company") determined that, with
respect to the executive  officers of the Company  (which  currently  consist of
Messrs.  Spencer,  Schmitz,  Kloos  and  McConnell),   instead  of  establishing
financial and performance objectives to used for calculating cash bonus payments
for 2005 performance in accordance with the Company's  Executive Incentive Plan,
the Committee  would  instead  determine  such bonus amounts at its  discretion,
taking into account all appropriate factors that it views relevant.  The Company
maintains  separate  bonus  programs  for its  employees  who are not  executive
officers.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.

          10.1      Matrix Bancorp,  Inc. Executive Incentive Plan (incorporated
                    by  reference  from Exhibit  10.27 filed with the  Company's
                    annual  report  on Form  10-K  for  the  fiscal  year  ended
                    December 31, 2000).








                                    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 31, 2005


                                            MATRIX BANCORP, INC.


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





                                  EXHIBIT INDEX

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

10.1                Matrix Bancorp,  Inc. Executive Incentive Plan (incorporated
                    by  reference  from Exhibit  10.27 filed with the  Company's
                    annual  report  on Form  10-K  for  the  fiscal  year  ended
                    December 31, 2000).