UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A
                               (Amendment No. 1)

                   Under the Securities Exchange Act of 1934




                               Oxford Finance Corporation
            ------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
            ------------------------------------------------------
                         (Title of Class of Securities)

                                    69144T108
            ------------------------------------------------------
                                 (CUSIP Number)


                                  May 31, 2003
             ------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     | x |      Rule 13d-1(b)

     |   |      Rule 13d-1(c)

     |   |      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                        (Continued on following page(s))





 CUSIP NO. 69144T108                 13G/A

1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Friedman, Billings, Ramsey Group, Inc.
     32-0045263

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [ ] (b) [ X ]

3    SEC USE ONLY

4    CITIZENSHIP OR PLACE OF ORGANIZATION
     Virginia


                    5    SOLE VOTING POWER
                         500,000

   NUMBER OF        6    SHARED VOTING POWER
    SHARES               0
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               500,000
     WITH

                    8    SHARED DISPOSITIVE POWER
                         0

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     500,000

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.61%

12   TYPE OF REPORTING PERSON*

     HC




 CUSIP NO. 69144T108                 13G/A

1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Eric F. Billings

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [ ] (b) [ X ]


3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

                    5    SOLE VOTING POWER
                         0


   NUMBER OF        6    SHARED VOTING POWER
    SHARES               500,000
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               0
     WITH

                    8    SHARED DISPOSITIVE POWER
                         500,000

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     500,000


10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.61%

12   TYPE OF REPORTING PERSON*

     IN




                  CUSIP NO. 69144T108                 13G/A


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Emanuel J. Friedman


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [ ] (b) [ X ]


3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

                    5    SOLE VOTING POWER
                         0


   NUMBER OF        6    SHARED VOTING POWER
    SHARES               525,000
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               0
     WITH


                    8    SHARED DISPOSITIVE POWER
                         525,000

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     525,000

10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     10.10%


12   TYPE OF REPORTING PERSON*

     IN





Item 1.    (a).    Name of Issuer: Oxford Finance Corporation



           (b). Address of Issuer's Principal Executive Offices:

                   133 N. Fairfax Street
                   Alexandria, VA  22314


Item 2.    (a).    Name of Person Filing:

                   Friedman, Billings, Ramsey Group, Inc.



           (b). Address of Principal Business Office or, if none, Residence:

                   1001 Nineteenth Street North
                   Arlington, VA 22209-1710


           (c). Citizenship: Virginia


           (d). Title of Class of Securities: Common Stock


           (e). CUSIP Number: 358434108


Item 3.            If this statement is filed pursuant to sections
                   240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
                   filing is a:

                   (a)         [ ] Broker or dealer registered under section 15
                                   of the Act (15 U.S.C. 78o);
                   (b)         [ ] Bank as defined in section 3(a)(6) of the Act
                                   (15 U.S.C. 78c);
                   (c)         [ ] Insurance company as defined in section
                                   3(a)(19) of the Act (15 U.S.C. 78c.);
                   (d)         [ ] Investment company registered under section 8
                                   of the Investment Company Act of 1940
                                   (15 U.S.C.80a-8);
                   (e)         [ ] An investment adviser in accordance with
                                   section 240.13d-1(b)(1)(ii)(E);
                   (f)         [ ] An employee benefit plan or endowment fund in
                                   accordance with section 240.13d-1(b)(1)(ii)
                                   (F);
                   (g)         [X] A parent holding company or control person in
                                   accordance with section 240.13d-1(b)(1)(ii)
                                   (G);
                   (h)         [ ] A savings associations as defined in section
                                   3(b) of the Federal Deposit Insurance Act (12
                                   U.S.C. 1813);
                   (i)         [ ] A church plan that is excluded from the
                                   definition of an investment company under
                                   section 3(c)(14) of the Investment Company
                                   Act of 1940 (15 U.S.C. 80a-3);
                   (j)         [ ] Group, in accordance with section
                                   240.13d-1(b)(1) (ii)(J).


Item 4.            Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

        Frieman, Billings, Ramsey Group, Inc.

           (a). Amount beneficially owned: 500,000


           (b). Percent of class: 9.61%


           (c). Number of shares as to which the person has:

                   (i)   Sole power to vote or to direct the vote 500,000

                   (ii)  Shared power to vote or to direct the vote 0

                   (iii) Sole power to dispose or to direct the disposition of
                         500,000

                   (iv)  Shared power to dispose or to direct the disposition of
                         0

        Eric F. Billings

           (a). Amount beneficially owned: 500,000


           (b). Percent of class: 9.61%


           (c). Number of shares as to which the person has:

                   (i)   Sole power to vote or to direct the vote 500,000

                   (ii)  Shared power to vote or to direct the vote 0

                   (iii) Sole power to dispose or to direct the disposition of
                         500,000

                   (iv)  Shared power to dispose or to direct the disposition of
                         0

        Emanuel J. Friedman

           (a). Amount beneficially owned: 525,000


           (b). Percent of class: 10.10%


           (c). Number of shares as to which the person has:

                   (i)   Sole power to vote or to direct the vote 525,000

                   (ii)  Shared power to vote or to direct the vote 0

                   (iii) Sole power to dispose or to direct the disposition of
                         525,000

                   (iv)  Shared power to dispose or to direct the disposition of
                         0


Item 5.            Ownership of Five Percent or Less of a Class:

                   Not Applicable.


Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:

                   Not Applicable.

Item 7.            Identification and Classification of Subsidiaries which
                   Acquired the Security Being Reported on by the Parent
                   Holding Company:

                   Not Applicable.

Item 8.            Identification and Classification of Members of the Group:

                   Not Applicable.


Item 9.            Notice of Dissolution of Group:

                   Not Applicable.


Item 10.           Certification:

                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.

                   In accordance with Rule 13d-4 of the Securities Exchange Act
                   of 1934, each of the persons filing this statement expressly
                   disclaims the beneficial ownership of the securities covered
                   by this statement and the filing of this report shall not be
                   construed as an admission by such persons that they are the
                   beneficial owners of such securities.


                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



                                      FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated:   June 10, 2003
                                      By: /s/ EMANUEL J. FRIEDMAN
                                      ---------------------------------
                                      Name:  Emanuel J. Friedman
                                      Title: Co-Chairman


Dated:   June 10, 2003                 /s/ ERIC F. BILLINGS
                                      ----------------------------------
                                      Eric F. Billings


Dated:   June 10, 2003                 /s/ EMANUEL J. FRIEDMAN
                                      ----------------------------------
                                      Emanuel J. Friedman