SC 13D/A

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. 1)

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)

January 24, 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  ¨.

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)  ¨ (b)  ¨
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)	¨
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                 31,717,524*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 31,717,524*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,717,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11             5.48%*
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)  ¨ (b)  ¨
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)	¨
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                 31,717,524*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 31,717,524*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,717,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11             5.48%*
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)  ¨ (b)  ¨
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)	¨
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                 31,717,524*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 31,717,524*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,717,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11             5.48%*
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)  ¨ (b)  ¨
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)	¨
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                 31,717,524*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 31,717,524*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             31,717,524*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11             5.48%*
14	TYPE OF REPORTING PERSON (see instructions)             IN

The following items are amendments to the information included in the Schedule 13D dated January 31, 2008 (“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 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended by adding the following:

On January 31, 2008, the general partner of the Master Fund issued a press release announcing the filing of the Prior Schedule 13D and expressing SRM’s strong belief that the terms of the proposed merger with Bank of America are contrary to the interests of the Issuer’s shareholders. A copy of such press release is attached hereto as Exhibit 1 and its contents are incorporated in this Item 4.

On February 13, 2008, the Investment Manager sent a letter to the Board of Directors of the Issuer stating its view that the proposed merger with Bank of America is not in the best interests of the Issuer’s shareholders. A copy of the letter is attached hereto as Exhibit 2 and its contents are incorporated in this Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

As of January 24th, 2008, the Master Fund directly beneficially owned 31,717,524* Shares representing 5.48%* of the outstanding common stock of the Issuer based on the outstanding shares as of January 24, 2008.

* Includes 1,694,300 shares of the Issuer’s common stock underlying 16,943 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, each put option obligates the Master Fund to purchase from the holder 100 shares of the Issuer’s common stock.

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 31,717,524* 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 in Exhibit 3 hereto (which amends and restates Exhibit 2 of the Prior Schedule 13D).

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as set forth below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Between November 28, 2007 and January 11, 2008, the Master Fund purchased and sold exchange-traded put and call options (whose underlying security is the Issuer’s common stock) in open market transactions (as set forth in Exhibit 3 attached hereto which amends and restates Exhibit 2 of the Prior Schedule 13D). The Master Fund no longer holds any call options with respect to the Issuer’s common stock. As noted in Item 5 above, the Master Fund sold exchange-traded put options, which are currently outstanding, in open market transactions that give the holder the right to sell to the Master Fund 1,694,300 shares of the Issuer’s common stock. These put options do not give the 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 that underlie such call options.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit Number	Description
1	Press Release, issued January 31, 2008
2	Letter dated February 13, 2008 to the Board of Directors of the Issuer
3	Amended and Restated 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.

February 13, 2008

(Date)

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

INDEX TO EXHIBITS

Exhibit Number	Description
1	Press Release, issued January 31, 2008
2	Letter dated February 13, 2008 to the Board of Directors of the Issuer
3	Amended and Restated Transactions in Issuer’s Securities During Last 60 Days

EX-1

EXHIBIT 1

FOR IMMEDIATE DISTRIBUTION

SRM GLOBAL FUND – PRESS RELEASE

SRM Global Fund (“SRM”), a Cayman islands registered private investment fund, has today filed a Schedule 13D with the US Securities and Exchange Commission in relation to its investment in Countrywide Financial Corp. (“Company”). In the filing SRM indicates its intention to initiate discussions with the Company and may communicate with the executive management and board of directors of the Company and Bank of America Corporation (“Bank of America”) and with other holders of the Company’s common stock regarding the terms of the proposed stock for stock merger with Bank of America announced by the Company on January 11, 2008 (the “Merger”).

A spokesman for SRM said:

“We strongly believe that the terms of the proposed merger with Bank of America are contrary to the interests of the Company’s shareholders.

According to public filings, under the terms of the Merger Agreement, shareholders of the Company would receive 0.1822 shares of Bank of America stock in exchange for each share of the Company. We believe that this equates to a consideration of less than 8 dollars per share. Based on publicly available information we understand that even after the fourth quarter loss, the Company has a book value as of December 31, 2007 in excess of 20 dollars per share, in addition to its substantial franchise value as the leading mortgage business in the United States and its insurance business.

We are not surprised that it was reported on January 29, 2008 that Ken Lewis, the CEO of Bank of America had confirmed that from his perspective ‘[everything] is a “go” to complete this transaction,’ given that Bank of America proposes to pay such a substantial discount to the book value per share. It was reported that Mr Lewis called the Company’s fourth quarter loss consistent with Bank of America’s analysis of the Company’s business and less important than the significant improvement in Company’s mortgage business resulting from lower interest rates.

On January 22, 2008 Shawn Tully wrote in Fortune magazine:

‘Last Tuesday, I met with Lewis at Bank of America’s New York headquarters on West 57th Street, in a conference room boasting spectacular views over Central Park. During our talk, Lewis revealed his projections on the Countrywide

transaction. As I suspected, they’re extremely conservative, and even so, Lewis expects to recoup his investment so fast that, if he succeeds [in closing the deal], the deal will be a steal.’

SRM considers that the proposed terms considerably undervalue the Company. We also believe that the acceptance by the Company of the proposed terms is inconsistent with statements made by the Company and its officers in the fourth quarter of 2007.

We are also very concerned by the movements in the Company’s stock price in the days before the announcement of the merger and intend to ask the Securities and Exchange Commission to investigate.

SRM notes that the proposed merger is subject to approval by the Company’s shareholders. SRM intends to take all steps to preserve the value of its investment and protect its rights. With regard to the shareholder approval, our intention is to vote against the proposed merger. We think that the board of the Company and its advisers should fully explain to shareholders the reasons why they have agreed to recommend the transaction to shareholders at less than half of the Company’s book value, and explain what circumstances have changed since the Company’s Q3 2007 Earnings Supplemental presentation of October 26, 2007 which stated that (i) the Company’s mortgage company had ‘adequate liquidity to fund all debt maturities through 2008 without raising new debt,’ and (ii) the Company’s bank had ‘ample and growing contingent liquidity.’

As recently as December 3, 2007, the Company’s CEO, Mr Angelo Mozilo, confirmed in an interview on CNBC that the Company had ‘adequate liquidity and capital.’

We believe that the Company is strong and will rapidly return to profit on a standalone basis. If that is not the case, we would ask management to explain why, and what efforts they made to secure the Company’s independent future, or, failing that, to auction the Company and induce alternate bids to maximise value for all shareholders.”

Notes:

SRM Master Global Fund Limited Partnership (“SRM Global Fund”) is a Cayman Island based private investment fund that has a global mandate to invest in a variety of asset classes. This press release is issued by SRM General Partner Limited, the general partner of SRM Global Fund.

Contact:

Philip Price

00 377 9797 7930

philip.price@srmglobalfund.com

EX-2

EXHIBIT 2

SRM FUND MANAGEMENT (CAYMAN) LIMITED

PO BOX 309GT

UGLAND HOUSE

SOUTH CHURCH STREET

GEORGE TOWN, GRAND CAYMAN

CAYMAN ISLANDS, B.W.I.

February 13, 2008

The Board of Directors

Countrywide Financial Corporation

4500 Park Granada

Calabasas, California 91302

Dear Members of the Board of Directors:

SRM Global Fund is a significant shareholder of Countrywide Financial. We decided to make an investment in Countrywide Financial commencing in April 2007 based upon a fundamental view of the Company’s underlying asset value, the strong value of its franchise, and its ability to return to profitability.

We believe that the merger transaction with Bank of America is not in the best interests of its shareholders. We are extremely concerned that the value to be received by shareholders based upon the proposed terms of the merger represents less than half of the book value of the Company as of the end of the fourth quarter 2007. We also believe that the Company’s acceptance of the proposed terms of the merger and the Board’s approval of those terms are inconsistent with management’s disclosures concerning its financial position and business prospects during the third and fourth quarters of 2007.

In our view, and particularly in light of the Company’s previous public disclosures, the Board has failed to fulfill its duty to act in the best interests of all of its shareholders in approving a transaction with Bank of America without fully exploring potential alternatives to realize full value for its shareholders including remaining independent or conducting an auction process. It appears that the Company’s management engaged in a rushed process to sell itself and failed to conduct that process in a sufficiently considered and diligent manner. We note with concern the significant spike in the volume and price of the Company’s shares over the three days preceding the Company’s announcement of the merger.

We have requested repeatedly since late December, to no avail, that senior management meet with us. We again request that they do so as soon as possible.

Very truly yours,

/s/  Philip Price

Philip Price

Director

cc: Mr. Angelo R. Mozilo

Chief Executive Officer

Mr. David Sambol

Chief Operating Officer

EX-3

EXHIBIT 3

Transactions in the Issuer’s Common Stock during the past 60 days. All purchases were by the Master Fund in open market transactions.

Date	Quantity Purchased (Sold)	Price
28-Nov-07	1,000,000	9.119
29-Nov-07	1,000,000	9.1206
20-Dec-07	-2,500,000	8.7129
20-Dec-07	13,027,835	8.77
21-Dec-07	-2,500,000	8.6382
24-Dec-07	-2,000,000	8.9006
26-Dec-07	-3,000,000	8.8972
04-Jan-08	3,403,000	8.154
08-Jan-08	5,000,000	6.4071
18-Jan-08	5,000,000	5.2
18-Jan-08	-5,000,000	5.2
22-Jan-08	430,600	5.2923
23-Jan-08	10,000,000	5.5627
24-Jan-08	11,189,624	6.0676

During the past 60 days, the Master Fund sold and purchased exchange-traded put and call options in open market transactions listed below. The Master Fund no longer holds any call options with respect to the Issuer’s common stock. The Master Fund currently holds 16,943 put options that it previously sold.

Date	Shares underlying options	Option quantity	Type	Transaction	Expiration date	Purchase price per option ($)
28-Nov-07	-730,000	-7,300	Call	Sale	19-Apr-08	2.9281
29-Nov-07	-265,000	-2,650	Call	Sale	19-Apr-08	2.8000
11-Jan-08	995,000	9,950	Call	Purchase	19-Apr-08	0.1000
30-Nov-07	-699,300	-6,993	Call	Sale	19-Apr-08	2.6605
20-Dec-07	100,000	1,000	Call	Purchase	19-Apr-08	0.8500
24-Dec-07	1,000	10	Call	Purchase	19-Apr-08	0.8500
07-Jan-08	6,900	69	Call	Purchase	19-Apr-08	0.5500
11-Jan-08	591,400	5,914	Call	Purchase	19-Apr-08	0.0500
28-Nov-07	-730,000	-7,300	Put	Sale	19-Apr-08	2.6521
29-Nov-07	-265,000	-2,650	Put	Sale	19-Apr-08	2.5500
30-Nov-07	-699,300	-6,993	Put	Sale	19-Apr-08	1.8530