SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLEMAN LAURA K

(Last)

(First)

(Middle)

4500 PARK GRANADA

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COUNTRYWIDE FINANCIAL CORP [ CFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SMD, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/01/2008		D		7,383	D	$0	0	D
Common Stock	07/01/2008		D		5,917	D	$0	0	I	401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$9.6	07/01/2008		D			11,280⁽²⁾	02/12/2003	02/12/2012	Common Stock	11,280	$0	0	D
Employee Stock Option (Right to Buy)	$10.89	07/01/2008		D			28,724	03/19/2003	03/19/2012	Common Stock	28,724	$0	0	D
Employee Stock Option (Right to Buy)	$14.69	07/01/2008		D			28,000	04/01/2004	04/01/2013	Common Stock	28,000	$0	0	D
Employee Stock Option (Right to Buy)	$31.86	07/01/2008		D			21,878	04/01/2005	04/01/2011	Common Stock	21,878	$0	0	D
Employee Stock Option (Right to Buy)	$32.6	07/01/2008		D			32,362	04/01/2005	04/01/2011	Common Stock	32,362	$0	0	D
Employee Stock Option (Right to Buy)	$9.94	07/01/2008		D			24,002	06/01/2002	06/01/2011	Common Stock	24,002	$0	0	D
Employee Stock Option (Right to Buy)	$18.98	07/01/2008		D			12,000	06/11/2004	06/11/2013	Common Stock	12,000	$0	0	D
Restricted Stock Units	$0	07/01/2008		D			74,277	04/01/2009	04/01/2018	Common Stock	74,277	$0	0	D
Restricted Stock Units	$0	07/01/2008		D			34,407	11/01/2008	11/01/2010	Common Stock	34,407	$0	0	D
Stock Appreciation Right	$32.73	07/01/2008		D			26,191	04/01/2008	03/31/2012	Common Stock	26,191	$0	0	D
Stock Appreciation Right	$36.45	07/01/2008		D			40,453	04/01/2007	04/03/2011	Common Stock	40,453	$0	0	D

Explanation of Responses:

1. All holdings on Table I were disposed of pursuant to merger agreement between issuer and Bank of America Corporation in exchange for 0.1822 of a share for each share of issuer common stock as set forth in the merger agreement.

2. All derivative securities on Table II were converted automatically into equity based awards of Bank of America Corporation. The number of common shares subject to the equity based awards and any exercise prices were adjusted based on the exchange ratio of 0.1822 as set forth in the merger agreement.

	Becky MacKinnon attorney-in-fact	07/01/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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