EXHIBIT 4.5

This Capital Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Capital Security is exchangeable for Capital Securities registered in the name
of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Capital
Security (other than a transfer of this Capital Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository and any
nominee to a successor depository or to a nominee of such successor depository)
may be registered except in limited circumstances.

Unless this Capital Security is presented by an authorized representative of the
Depository (55 Water Street, New York) to DOWNEY FINANCIAL CAPITAL TRUST I or
its agent for registration of transfer, exchange or payment, and any Capital
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depository and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

Certificate Number  S-001                    Number of Capital Securities ______



                                   CUSIP NO.
                                   _________

                   Certificate Evidencing Capital Securities

                                       of

                        Downey Financial Capital Trust I

                      ____% Cumulative Capital Securities
                 (liquidation amount $__ per Capital Security)

     DOWNEY FINANCIAL CAPITAL TRUST I, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
________________ (the "Holder") is the registered owner of ________ (   )
Capital Securities of the Trust representing an undivided beneficial interest in
the assets of the Trust and designated the DOWNEY FINANCIAL CAPITAL TRUST I
____% Cumulative Capital Securities (liquidation amount $__ per Capital
Security) (the "Capital Securities").  The Capital Securities are transferable
on the books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in Section 5.4 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities are set forth in, and this
certificate and the Capital Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Trust


Agreement of the Trust dated as of __________, 1999, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of Capital Securities as set forth therein. The Holder is entitled to the
benefits of the Capital Securities Guarantee Agreement entered into by Downey
Financial Corp., a California corporation,  and Wilmington Trust Company, as
guarantee trustee, dated as of ___________, 1999 (the "Capital Securities
Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Capital Securities Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     In WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this certificate this ___ day of ___________, 1999.



DOWNEY FINANCIAL CAPITAL TRUST I


By:_____________________________
   ________________, Administrative Trustee

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