SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(RULE 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

(Amendment No. 2)

COUNTRYWIDE FINANCIAL CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

222372104

(CUSIP Number)

Christopher F. Schultz, Esq.

Porzio Bromberg & Newman, P.C.

156 West 56th Street

New York, NY 10019

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s. 240.13d-7 for other parties to whom copies are to be sent.


CUSIP NO. 222372104		13D		PAGE 2 OF 9 PAGES

1	NAMES OF REPORTING PERSONS SRM GLOBAL FUND GENERAL PARTNER LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 47,217,524*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 47,217,524*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,217,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.13%*
14	TYPE OF REPORTING PERSON (see instructions) CO


CUSIP NO. 222372104		13D		PAGE 3 OF 9 PAGES

1	NAMES OF REPORTING PERSONS SRM GLOBAL MASTER FUND LIMITED PARTNERSHIP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 47,217,524*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 47,217,524*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,217,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.13%*
14	TYPE OF REPORTING PERSON (see instructions) PN


CUSIP NO. 222372104		13D		PAGE 4 OF 9 PAGES

1	NAMES OF REPORTING PERSONS SRM FUND MANAGEMENT (CAYMAN) LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 47,217,524*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 47,217,524*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,217,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.13%*
14	TYPE OF REPORTING PERSON (see instructions) CO


CUSIP NO. 222372104		13D		PAGE 5 OF 9 PAGES

1	NAMES OF REPORTING PERSONS JONATHAN WOOD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 47,217,524*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 47,217,524*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,217,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.13%*
14	TYPE OF REPORTING PERSON (see instructions) IN

The following items amend the information included in the Schedule 13D filed January 31, 2008 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed February 13, 2008 (“Amendment No. 1” and, together with the Original Schedule 13D, the “Prior Schedule 13D”), filed by (i) SRM Global Master Fund Limited Partnership (the “Master Fund”), an exempted limited partnership established in the Cayman Islands, which is principally engaged in making investments in a broad range of assets; (ii) SRM Global Fund General Partner Limited (the “General Partner”), an exempted company incorporated with limited liability in the Cayman Islands, which is principally engaged in the business of serving as the general partner of the Master Fund, (iii) SRM Fund Management (Cayman) Limited (the “Investment Manager”), an exempted company incorporated with limited liability in the Cayman Islands, which is principally engaged in the business of serving as the investment manager of the Master Fund with respect to the assets directly owned by the Master Fund and the Master Fund’s day-to-day operation; and (iv) Jonathan Wood, a director and principal of the Investment Manager (“Mr. Wood” each, a “Reporting Person” and, collectively, the “Reporting Persons”), with respect to Countrywide Financial Corporation, a Delaware corporation (the “Issuer”). Certain capitalized terms used below and not defined have the meanings given them in the Prior Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Master Fund obtained funds to make the purchases of Shares described below from its working capital, which includes funds that have been contributed to the Master Fund by its limited partners. No funds were borrowed by any of the Reporting Persons in order to complete the Share purchases described in this report.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended by adding the following:

Since the date of Amendment No. 1, the Master Fund has made additional open market acquisitions of the Issuer’s common stock and purchased shares of the Issuer’s common stock from holders who exercised certain put options (as described below), as shown on the attached Exhibit 1. As of April 15, 2008, the Master Fund directly beneficially owned 47,217,524* shares representing 8.13%* of the outstanding common stock of the Issuer based on the total outstanding shares of common stock disclosed by the Issuer as of February 26, 2008. As disclosed in the Prior Schedule 13D, the Master Fund may continue to acquire common stock of the Issuer.

* Includes 1,688,600 shares of the Issuer’s common stock underlying 16,886 exchange traded put options that were sold by the Master Fund in open market transactions. The put options have a strike price of $7.50 per share and expire on April 19, 2008. If exercised by the holder prior to the expiration date, each put option obligates the Master Fund to purchase from the holder 100 shares of the Issuer’s common stock. These put options do not give any of the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer; accordingly, the Reporting Persons disclaim any beneficial ownership in any Issuer’s securities which underlie such put options.

The General Partner is the general partner of the Master Fund and, accordingly, the General Partner has the power to cause the Master Fund to vote or to dispose of securities which that entity beneficially owns. The Investment Manager is the investment manager of the Master Fund and, accordingly, has the power to cause the Master Fund to vote or to dispose of securities which that entity beneficially owns. Mr. Wood, as a director and principal of the Investment Manager, has the power to direct the voting or the disposition of the Shares. Therefore, for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, the Reporting Persons may be deemed to have shared voting and dispositive power over a total of 47,217,524* Shares.

No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D.

A list of transactions during the past 60 days relating to the Issuer’s securities is attached as Exhibit 1 hereto.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit

Number

Description

Transactions in Issuer’s Securities During Last 60 Days

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.


April 16, 2008
(Date)

/s/ Philip Price
(Signature)
Name:		Philip Price
Title:		Authorized Signatory

INDEX TO EXHIBITS

Exhibit

Number

Description

Transactions in Issuer’s Securities During Last 60 Days


Date	Quantity Purchased	Price
10-Apr-08	3,500,000	5.6912
11-Apr-08	4,000,000	5.5038
14-Apr-08	4,000,000	4.9849
15-Apr-08	4,000,000	4.8353


Date	Quantity Purchased	Strike Price
3-Mar-08	4,700	7.50
15-Apr-08	1,000	7.50