UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 30 29, 2004

NEW CENTURY TRS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-22633	33-0683629
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


18400 Von Karman Avenue, Suite 1000, Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 440-7030

Former name or former address, if changed since last report: ~~New~~N/A ~~Century Financial Corporation~~

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:

¨	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~~SECTION 1~~.01.~~ ~~Entry~~– ~~Into~~REGISTRANT’S ABUSINESS ~~Material~~AND ~~Definitive~~OPERATIONS ~~Agreement.~~

OnItem ~~September 30, 2004, the Registrant and New Century Financial Corporation, a Maryland corporation (formerly known as New Century REIT, Inc~~1.)02 ~~(“New~~Termination ~~Century Financial”), entered into agreements with each~~ of Robert K. Cole, Chairman of the Board of Directors and Chief Executive Officer of the Registrant, Brad A. Morrice, Vice Chairman of the Board of Directors and President and Chief Operating Officer of the Registrant, Edward F. Gotschall, Vice-Chairman Finance of the Board of Directors of the Registrant, Patrick J. Flanagan, Executive Vice President of the Registrant, and Patrick H. Rank, Executive Vice President of the Registrant, in order to amend the terms of their respective employment agreements (the “Employment Agreements”) with the Registrant. The amendments to the Employment Agreements (each, a ~~“First~~Material ~~Amendment~~Definitive ~~to Employment~~ Agreement”) were entered into as part of the merger transaction described in Item 2.01 below and provide that upon the consummation of the Merger (as defined in Item 2.01 below), New Century Financial will agree to assume all of the rights, duties and obligations under the Employment Agreements in the same manner and to the same extent that the Registrant would be required to perform under the Employment Agreements if the Merger did not take place.

On October 1, 2004, New Century Funding A (“NCFA”), an indirect wholly-owned subsidiary of New Century TRS Holdings, Inc. (formerly known as New Century Financial Corporation) (“New Century TRS”), entered into Amendment No. 1 (the “BofA Amendment”) to the Amended and Restated Master Repurchase Agreement (the “BofA Agreement”) with Bank of America, N.A. The purpose ~~form~~of the BofA Amendment was to amend the BofA Agreement to permit the restructuring of the ~~First~~business operations (the “REIT Conversion Transactions”) and related equity offering of New Century Financial Corporation (formerly known as New Century REIT, Inc.), a Maryland corporation and the parent of New Century TRS (“NCFC”), in order to enable NCFC to be in a position to be taxed as a real estate investment trust under the Internal Revenue Code of 1986. In connection with the execution of the BofA Amendment, NCFC and New Century Mortgage Corporation (“NCMC”), a wholly-owned subsidiary of New Century TRS, entered into a Second Amended and Restated Guaranty and Pledge Agreement (the “BofA Guaranty”), dated as of October 1, 2004, with Bank of America in order to terminate New Century TRS’s obligations as a guarantor under the ~~Employment~~BofA ~~Agreements~~Agreement and to replace New Century TRS with NCFC as a guarantor under the BofA Agreement. The BofA Guaranty is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

On September 3029, 2004, ~~the Registrant~~NCMC, ~~New~~NC ~~Century~~Capital ~~Financial~~Corporation ~~and~~(“NC ~~Wells~~Capital”), ~~Fargo~~a ~~Bank~~wholly-owned subsidiary of NCMC, asNC ~~trustee~~Residual ~~(the~~II Corporation (“~~Trustee~~NCRII”), ~~entered into~~ a ~~First~~wholly-owned ~~Supplemental~~subsidiary ~~Indenture~~of ~~in connection~~NC ~~with~~Capital, ~~the~~New ~~Merger.~~Century ~~The~~Credit ~~First~~Corporation ~~Supplemental Indenture~~ (~~the~~ “~~First~~New ~~Supplemental~~Century ~~Indenture~~Credit”), ~~amends~~a ~~the~~wholly-owned ~~Indenture~~subsidiary ~~dated~~of asNCFC ofand ~~July~~CDC 8,Mortgage ~~2003~~Capital ~~(the~~Inc. (“~~Indenture~~CDC”), byentered ~~and~~into ~~between~~ the ~~Registrant~~Amendment and Joinder (the ~~Trustee,~~“CDC ~~relating~~Amendment and Joinder”) to the ~~3.50%~~ ~~Convertible~~Third ~~Senior~~Amended ~~Notes~~and ~~due~~Restated ~~2008~~Repurchase Agreement (the “~~Notes”),~~Existing toCDC ~~provide,~~Repurchase ~~among~~Agreement”). ~~other~~The ~~things,~~purpose ~~that~~of the ~~holder~~CDC ofAmendment ~~each~~and ~~outstanding~~Joinder ~~Note~~was ~~will~~to ~~have~~permit the ~~right~~REIT toConversion ~~convert~~Transactions ~~such~~and related ~~Note~~equity ~~into~~offering. Pursuant to the ~~kind~~CDC Amendment and ~~amount~~Joinder, ofNew ~~stock~~Century ~~and~~TRS ~~other~~was ~~securities~~released ~~and~~from ~~property receivable~~its inobligations as a guarantor under the ~~Merger~~Existing byCDC aRepurchase ~~holder~~Agreement. ofThe ~~the~~CDC ~~number~~Amendment ofand ~~shares~~Joinder ofbecame effective upon the ~~common~~consummation ~~stock~~of the REIT Conversion Transactions, ~~per~~which ~~value~~occurred ~~$0.01~~on ~~per~~October ~~share~~1, of2004. ~~the~~The ~~Registrant~~CDC ~~deliverable~~Amendment ~~upon~~and ~~conversion~~Joinder ofis ~~such~~filed ~~Note~~as ~~immediately~~Exhibit ~~prior~~10.2 to ~~the~~this ~~Merger~~Current Report and is incorporated herein by reference.

~~The~~On ~~First~~October ~~Supplemental Indenture dated as September 30~~1, 2004, byNCRII, ~~and~~NC ~~among the Registrant~~Capital, New Century ~~Financial~~Credit and ~~the~~Bear ~~Trustee~~Stearns isMortgage ~~filed~~Capital asCorporation ~~Exhibit~~(“Bear Stearns”), ~~10.2~~entered tointo ~~this~~the ~~Current~~Amendment ~~Report~~ and isJoinder ~~incorporated herein by reference~~No. 3

~~Item~~ (the 2“Bear Stearns Amendment and Joinder”) to the Master Repurchase Agreement (the “Existing Bear Stearns Repurchase Agreement”).01 The purpose of the Bear Stearns Amendment and Joinder was to permit the REIT Conversion Transactions and related equity offering. ~~Completion~~Pursuant Ofto ~~Acquisition~~the OrBear ~~Disposition~~Stearns OfAmendment ~~Assets~~and Joinder, New Century TRS was released from its obligations as a guarantor under the Existing Bear Stearns Repurchase Agreement. The Bear Stearns Amendment and Joinder is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.

On ~~October~~September 130, 2004, ~~New Century Financial and its affiliated entities~~NCMC, ~~including the Registrant~~NCRII, ~~completed the merger (the “Merger”) which is part of~~ New Century ~~Financial’s~~Funding ~~plan~~I, ~~to restructure its business operations to allow it to qualify as~~ a ~~real~~Delaware ~~estate investment~~statutory trust, ~~or REIT, for U.S. federal income tax purposes. Pursuant to the Agreement~~ and ~~Plan~~wholly-owned ofsubsidiary ~~Merger dated as~~ of ~~April 21, 2004~~ NCMC (~~the~~ “~~Merger Agreement~~NCFI”), byNCFC and ~~among the Registrant,~~ New Century ~~Financial,~~TRS ~~and~~entered NCinto ~~Merger~~an ~~Sub,~~Assignment ~~Inc., a~~and ~~Delaware~~Assumption ~~corporation~~Agreement ~~formed by New Century Financial for purposes of effecting~~ (the ~~Merger (~~“~~Merger~~UBS ~~Sub”),~~Assignment ~~(i) Merger Sub merged with~~ and ~~into~~Assumption ~~the Registrant (the “Merger~~Agreement”),. ~~with~~The ~~the~~purpose ~~Registrant~~of as the ~~surviving~~UBS ~~corporation,~~Assignment ~~(ii) each then issued~~ and ~~outstanding~~Assumption ~~share~~Agreement ofwas ~~common~~for ~~stock,~~NCFC ~~par~~to ~~value~~assume ofall ~~$0.01 per share,~~ of the duties ~~Registrant~~and ~~(“Registrant~~obligations ~~Common~~of ~~Stock”)~~New ~~was~~Century ~~converted~~TRS ~~into~~under ~~the~~that ~~right~~certain toLoan ~~receive~~Purchase ~~a share of common stock~~Agreement, ~~par~~dated ~~value~~as of ~~$0.01~~May ~~per~~10, ~~share~~2002, ofas ~~New Century~~amended. ~~Financial~~The ~~(“New~~UBS ~~Century~~Assignment ~~Financial Common Stock”),~~ and ~~(iii)~~Assumption ~~the~~Agreement ~~Registrant~~ became aeffective ~~wholly-owned~~upon ~~subsidiary~~the ofconsummation ~~New Century Financial. For a complete description~~ of the ~~terms~~REIT ofConversion ~~the Merger~~Transactions, ~~you should refer to the copy of the Merger~~which ~~Agreement~~occurred ~~included~~on asOctober ~~Annex~~1, A2004. toThe ~~the~~UBS ~~proxy~~Assignment ~~statement/prospectus~~and ~~which~~Assumption Agreement is afiled ~~part~~as ofExhibit ~~the Registration Statement (No~~10.4 ~~333-114709)~~to onthis ~~Form~~Current ~~S-4,~~Report asand ~~amended,~~is ofincorporated ~~New~~herein ~~Century~~by ~~Financial~~reference.

On October 1, 2004, NCMC and Citigroup Global Markets Realty Corp. (“Citigroup”) entered into Amendment Number Two (the “Citigroup Servicer Amendment”) to the Servicer Advance Financing Facility Agreement, dated as of August 28, 2003 (the “Existing Servicer Agreement”). The ~~Certificate~~purpose of ~~Merger~~the ~~filed~~Citigroup byServicer Amendment was to permit the ~~Registrant~~REIT Conversion Transactions and related equity offering. In connection with the ~~Secretary~~execution of ~~State~~the ofCitigroup Servicer Amendment, NCFC entered into an Amended and Restated Guaranty (the ~~State~~“Servicer ofGuaranty”), ~~Delaware~~dated onas ~~September~~of 30October 1, 2004, replacing New Century TRS as a guarantor under Existing Servicer Agreement. The Servicer Guaranty is filed as Exhibit 9910.15 to this Current Report and is incorporated herein by reference.

~~Item~~On 3October 1, 2004, New Century Funding SB-1, a Delaware statutory trust and wholly-owned subsidiary of NCMC (“NCFSB-1”), and Citigroup entered into Amendment Number Seven (the “Citigroup Repurchase Amendment”) to the Master Repurchase Agreement, dated as of May 30, 2002, as amended (the “Existing Citigroup Repurchase Agreement”).01 The purpose of the Citigroup Repurchase Amendment was to permit the REIT Conversion Transactions and related equity offering. ~~Notice~~In connection with the execution of ~~Delisting~~the orCitigroup ~~Failure~~Repurchase Amendment, NCFC, NCMC and Citigroup entered into an Amended and Restated Guaranty and Pledge Agreement (the “Amended Citigroup Guaranty Agreement”), dated as of October 1, 2004, to ~~Satisfy~~replace aNew ~~Continued~~Century ~~Listing~~TRS ~~Rule~~with orNCFC ~~Standard;~~as ~~Transfer~~a guarantor of ~~Listing~~the obligations of NCFSB-1 under the Existing Citigroup Repurchase Agreement. The Amended Citigroup Guaranty Agreement is filed as Exhibit 10.6 to this Current Report and is incorporated herein by reference.

On ~~September~~October 291, 2004, ~~in contemplation~~NC ofCapital, ~~the~~New ~~Merger~~Century ~~described in Item 2.01 above~~Credit, ~~the~~NCMC ~~Registrant~~and ~~requested~~Citigroup ~~that~~entered ~~The~~into ~~Nasdaq~~an ~~Stock~~Amended ~~Market~~and ~~suspend~~Restated ~~the~~Purchase ~~listing~~and Sale ofAgreement (the ~~shares~~“Citigroup ofPurchase ~~Registrant~~and ~~Common~~Sale ~~Stock~~Amendment”) onto ~~the~~amend ~~Nasdaq~~that ~~National~~certain ~~Market~~Purchase ~~prior~~and toSale ~~the~~Agreement, ~~commencement~~dated as of ~~trading~~January ~~on October~~ 1, ~~2004.~~2002, ~~Shares~~as ofamended ~~New~~(the ~~Century~~“Existing ~~Financial~~Citigroup ~~Common~~Purchase ~~Stock,~~and ~~which~~Sale ~~were~~Agreement”), ~~issued~~to inpermit ~~exchange~~the ~~for~~REIT Conversion ~~then~~Transactions ~~outstanding~~and ~~shares~~related ofequity ~~Registrant~~offering. ~~Common~~Concurrently, ~~Stock~~NC onCapital, aNew ~~one-for-one~~Century ~~basis~~Credit, inNCMC ~~connection~~and ~~with~~Citigroup ~~the~~entered ~~Merger,~~into ~~were~~an ~~approved~~Amended ~~for~~and ~~listing~~Restated onLetter Agreement (the ~~New~~“Citigroup ~~York~~Letter ~~Stock Exchange~~Agreement ~~and~~Amendment”), ~~commenced~~dated ~~trading~~as onof October 1, 2004, ~~under~~to ~~the~~amend ~~ticker~~that ~~symbol~~certain ~~“NEW.”~~

~~Item~~ Letter 5Agreement, dated as of January 1, 2002 (the “Existing Citigroup Letter Agreement”), to permit the REIT Conversion Transactions and related equity offering.01 Pursuant to the Citigroup Purchase and Sale Amendment and the Citigroup Letter Agreement Amendment, New Century TRS was released from its obligations as a guarantor under the Existing Citigroup Purchase and Sale Agreement and the Existing Citigroup Letter Agreement. ~~Changes~~The inCitigroup ~~Control~~Purchase ofand ~~Registrant~~Sale Amendment and the Citigroup Letter Agreement Amendment are filed as Exhibits 10.7 and 10.8, respectively, to this Current Report and are incorporated herein by reference.

~~The~~On ~~information~~September ~~provided~~30, 2004, Von Karman Funding LLC, a Delaware limited liability company and wholly-owned subsidiary of NCMC (“VK”), NCMC and Deutsche Bank Company Americas entered into an Amendment to Certain Program Documents (the “VK Program Documents Amendment”) in ~~Item~~relation 2to the Von Karman Funding LLC Secured Liquidity Notes Program 2003.01 The purpose of the VK Program Documents Amendment was to amend (i) that certain Mortgage Loan Purchase and Servicing Agreement (the “VK Purchase Agreement”), dated as of September 5, 2003, and (ii) that certain Security Agreement (the “VK Security Agreement” and, together with the VK Purchase Agreement, the “VK Program Documents”), dated as of ~~this~~September ~~Current~~5, ~~Report~~2003, to reflect the REIT Conversion Transactions and related equity offering. Pursuant to the VK Program Documents Amendment, New Century TRS was released from its obligations as a guarantor under the VK Program Documents. The VK Program Documents Amendment became effective upon the consummation of the REIT Conversion Transactions, which occurred on October 1, 2004. The VK Program Documents Amendment is ~~incorporated~~filed ~~into~~as Exhibit 10.9 to this ~~Item~~Current ~~5.01~~Report and is incorporated herein by reference.

~~Item~~SECTION ~~5.02.~~9 ~~Departure~~– ofFINANCIAL ~~Directors~~STATEMENTS orAND ~~Principal~~EXHIBITS ~~Officers; Election of Directors; Appointment of Principal Officers.~~

~~In connection with the Merger described in~~ Item 29.01 ~~above,~~Financial ~~the~~Statements following members of the Board of Directors of the Registrant resigned from the Board of Directors of the Registrant, effective as of October 1, 2004: Harold A. Black, Fredric J. Forster, Donald E. Lange, William J. Popejoy, Michael M. Sachs, Terrence P. Sandvik and ~~Richard A. Zona. These directors continue to serve on the Board of Directors of New Century Financial.~~ Exhibits

Item 5.03. Amendment To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.

In connection with the Merger described in Item 2.01 above, effective as of October 1, 2004, the Amended and Restated Certificate of Incorporation of the Registrant was amended and restated by the Certificate of Merger filed by the Registrant with the Secretary of State of the State of Delaware on October 1, 2004. The Restated Certificate of Incorporation of the Registrant, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference, modifies certain provisions of the Amended and Restated Certificate of Incorporation by, among other things, reducing the authorized capital shares of the Registrant from 100,000,000 shares, par value $0.01 per share, of common stock to 1,000,000 shares of common stock, par value $0.01 per share.

Also in connection with the Merger, the Amended and Restated Bylaws of the Registrant were amended and restated, effective as of October 1, 2004. The Second Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Current Report and are incorporated herein by reference, modified certain provisions of the Amended and Restated Bylaws relating to stockholder meetings that are no longer applicable to the Registrant as a result of the Registrant becoming a wholly-owned subsidiary of New Century Financial in the Merger.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
3.1		Restated Certificate of Incorporation of the Registrant.
10.1		Second Amended and Restated Guaranty and Pledge Agreement, dated as of October 1, 2004, among New Century Financial Corporation, New Century Mortgage Corporation and Bank of America, N.A.
3.2		Second Amended and Restated Bylaws of the Registrant.
10.2		Amendment and Joinder to the Third Amended and Restated Repurchase Agreement, dated as of September 29, 2004, among New Century Mortgage Corporation, NC Residual II Corporation, NC Capital Corporation, New Century Credit Corporation and CDC Mortgage Capital Inc.
10.1		Form of First Amendment to Employment Agreements.
10.2		First Supplemental Indenture dated as of September 30, 2004, by and among the Registrant, New Century Financial Corporation and Wells Fargo Bank, as trustee.
99.1		Certificate of Merger filed September 30, 2004 with the Secretary of State of the State of Delaware and effective on October 1, 2004.



10.3		Amendment and Joinder No. 3 to the Master Repurchase Agreement, dated as of October 1, 2004, among NC Residual II Corporation, NC Capital Corporation, New Century Credit Corporation and Bear Stearns Mortgage Capital Corporation.

10.4		Assignment and Assumption Agreement, dated as of September 30, 2004, among New Century Mortgage Corporation, NC Residual II Corporation, New Century Funding I, New Century Financial Corporation (now known as New Century TRS Holdings, Inc.) and New Century REIT, Inc. (now known as New Century Financial Corporation).

10.5		Amended and Restated Guaranty, dated as of October 1, 2004, by New Century Financial Corporation in favor of Citigroup Global Markets Realty Corp.

10.6		Amended and Restated Guaranty and Pledge Agreement, dated as of October 1, 2004, among New Century Financial Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.

10.7		Amended and Restated Purchase and Sale Agreement, dated as of October 1, 2004, among NC Capital Corporation, New Century Credit Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.

10.8		Amended and Restated Letter Agreement, dated as of October 1, 2004, among NC Capital Corporation, New Century Credit Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.

10.9		Amendment to Certain Program Documents in relation to the Von Karman Funding LLC Secured Liquidity Notes Program 2003, dated as of September 30, 2004, among Von Karman Funding LLC, New Century Mortgage Corporation and Deutsche Bank Company Americas.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~NEW CENTURY TRS HOLDINGS, INC.~~	NEW CENTURY TRS HOLDINGS, INC.
October 1, 2004	By:	/s/ Brad A. Morrice
October 5, 2004		By:	/S/ ROBERT K. COLE
		Brad A. Morrice
			Robert K. Cole
		President and Chief Operating Officer
			Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
3.1		Restated Certificate of Incorporation of the Registrant.
10.1		Second Amended and Restated Guaranty and Pledge Agreement, dated as of October 1, 2004, among New Century Financial Corporation, New Century Mortgage Corporation and Bank of America, N.A.
3.2		Second Amended and Restated Bylaws of the Registrant.
10.2		Amendment and Joinder to the Third Amended and Restated Repurchase Agreement, dated as of September 29, 2004, among New Century Mortgage Corporation, NC Residual II Corporation, NC Capital Corporation, New Century Credit Corporation and CDC Mortgage Capital Inc.
10.1		Form of First Amendment to Employment Agreements.
10.3		Amendment and Joinder No. 3 to the Master Repurchase Agreement, dated as of October 1, 2004, among NC Residual II Corporation, NC Capital Corporation, New Century Credit Corporation and Bear Stearns Mortgage Capital Corporation.
10.2		First Supplemental Indenture dated as of September 30, 2004, by and among the Registrant, New Century Financial Corporation and Wells Fargo Bank, as trustee.
10.4		Assignment and Assumption Agreement, dated as of September 30, 2004, among New Century Mortgage Corporation, NC Residual II Corporation, New Century Funding I, New Century Financial Corporation (now known as New Century TRS Holdings, Inc.) and New Century REIT, Inc. (now known as New Century Financial Corporation).
99.1		Certificate of Merger filed September 30, 2004 with the Secretary of State of the State of Delaware and effective on October 1, 2004.
10.5		Amended and Restated Guaranty, dated as of October 1, 2004, by New Century Financial Corporation in favor of Citigroup Global Markets Realty Corp.
10.6		Amended and Restated Guaranty and Pledge Agreement, dated as of October 1, 2004, among New Century Financial Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.
10.7		Amended and Restated Purchase and Sale Agreement, dated as of October 1, 2004, among NC Capital Corporation, New Century Credit Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.
10.8		Amended and Restated Letter Agreement, dated as of October 1, 2004, among NC Capital Corporation, New Century Credit Corporation, New Century Mortgage Corporation and Citigroup Global Markets Realty Corp.
10.9		Amendment to Certain Program Documents in relation to the Von Karman September 30, 2004, among Von Karman Funding LLC, New Century Mortgage Corporation and Deutsche Bank Company Americas.

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