UNDERWRITING AGREEMENT





                                                              New York, New York

                                                                   July 27, 2004



Banc of America Securities LLC

214 North Tryon Street

Charlotte, North Carolina  28255



Countrywide Securities Corporation

4500 Park Granada

Calabasas, California  91302



WaMu Capital Corp.

1201 3rd Avenue, WMT 0626

Seattle, Washington  98101



Ladies and Gentlemen:



         Asset Backed Funding Corporation (the "Company"), proposes to sell to

the underwriters named in Schedule II hereto (collectively, the "Underwriters"

and each, an "Underwriter") the principal amount of the ABFC Asset-Backed

Certificates, Series 2004-FF1, identified in Schedule I hereto (the

"Securities"), to be issued under a pooling and servicing agreement, to be dated

as of July 1, 2004 (the "Pooling and Servicing Agreement"), among the Company,

as depositor, Countrywide Home Loan Servicing LP, as servicer (the "Servicer"),

and JPMorgan Chase Bank, as trustee (the "Trustee").



         Each class of Securities listed in Schedule I hereto will represent an

undivided beneficial ownership interest in the ABFC 2004-FF1 Trust (the

"Trust"). The assets of the Trust will include, among other things, a pool of

conventional adjustable rate, one- to four-family first lien residential

mortgage loans (the "Mortgage Loans") transferred to the Company pursuant to a

mortgage loan purchase agreement, dated as of July 30, 2004 (the "Mortgage Loan

Purchase Agreement"), between Bank of America, N.A. ("BofA") and the Company,

and by the Company to the Trust pursuant to the Pooling and Servicing Agreement.

This Underwriting Agreement shall hereinafter be referred to as the "Agreement."

This Agreement, the Pooling and Servicing Agreement and the Mortgage Loan

Purchase Agreement are collectively hereinafter referred to as the "Basic

Documents." Capitalized terms used herein and not otherwise defined shall have

the respective meanings ascribed thereto in the Pooling and Servicing Agreement.



         1. Representations and Warranties. The Company represents and warrants

to, and agrees with, each Underwriter that:



         (a) The Company meets the requirements for use of Form S-3 under the

Securities Act of 1933, as amended (the "Act"), and has filed with the

Securities and Exchange Commission (the "Commission") a registration statement

on such form (the file number of which is set forth in Schedule I hereto), which

has been declared effective by the Commission, for the registration under the

Act of the Securities. Such registration statement, as amended to the date of

this Agreement, meets the requirements set forth in Rule 415(a)(1) under the Act

and complies in all other material respects with said Rule. The Company proposes

to file with the Commission pursuant to Rule 424 under the Act a supplement to

the form of prospectus included in such registration statement relating to the

Securities and the plan of distribution thereof and has previously advised the

Underwriters of all further information (financial and other) with respect to

the Company to be set forth therein. Such registration statement, including the

exhibits thereto, as amended to the date of this Agreement, is hereinafter

called the "Registration Statement"; such prospectus in the form in which it

appears in the Registration Statement is hereinafter called the "Basic

Prospectus"; and such supplemented form of prospectus, in the form in which it

shall be filed with the Commission pursuant to Rule 424 (including the Basic

Prospectus as so supplemented) is hereinafter called the "Final Prospectus."



<PAGE>



Any reference herein to the Registration Statement, the Basic Prospectus or the

Final Prospectus shall be deemed to refer to and include the documents

incorporated by reference therein pursuant to Item 12 of Form S-3 which were

filed under the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), on or before the date of this Agreement, or the issue date of the Basic

Prospectus or the Final Prospectus, as the case may be; and any reference herein

to the terms "amend," "amendment" or "supplement" with respect to the

Registration Statement, the Basic Prospectus or the Final Prospectus shall be

deemed to refer to and include the filing of any document under the Exchange Act

after the date of this Agreement, or the issue date of the Basic Prospectus or

the Final Prospectus, as the case may be, and deemed to be incorporated therein

by reference pursuant to Item 12 of Form S-3 under the Act.



         (b) As of the date hereof, when the Final Prospectus is first filed

pursuant to Rule 424 under the Act, when, prior to the Closing Date (as

hereinafter defined), any amendment to the Registration Statement becomes

effective (including the filing of any document incorporated by reference in the

Registration Statement), when any supplement to the Final Prospectus is filed

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