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^*

MCCALLION ANNE

(Last)

(First)

(Middle)

4500 PARK GRANADA

(Street)

CALABASAS

913021613

(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)
	Sr Mgr Dir, Finance

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2004

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	06/01/2004		M		8,000	A	$8.41	21,086	I	By McCallion Family Trust
Common Stock	06/01/2004		F		1,045	D	$64.31	20,041	I	By McCallion Family Trust
Common Stock								3,029	I	By 401(k)
Common Stock								199⁽¹⁾	I	By Son

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)	$8.41	06/01/2004		M			8,000	07/12/1995	07/12/2004	Common Stock	8,000	$0	0⁽²⁾	D
Employee Stock Option(Right to Buy)	$19.89							06/01/2002	06/01/2011	Common Stock	49,999		49,999⁽²⁾	D
Employee Stock Option (Right to Buy)	$9.28							06/01/1996	06/01/2005	Common Stock	4,999		4,999⁽²⁾	D
Employee Stock Option (Right to Buy)	$12.58							06/01/2001	06/01/2005	Common Stock	13,999		13,999⁽²⁾	D
Employee Stock Option (Right to Buy)	$11.67							06/01/2001	06/01/2005	Common Stock	40,001		40,001⁽²⁾	D
Employee Stock Option (Right to Buy)	$11.59							07/11/1997	07/11/2006	Common Stock	12,000		12,000⁽²⁾	D
Employee Stock Option (Right to Buy)	$13.53							06/02/1998	06/02/2007	Common Stock	15,000		15,000⁽²⁾	D
Employee Stock Option (Right to Buy)	$23.36							06/01/1999	06/01/2008	Common Stock	34,999		34,999⁽²⁾	D
Employee Stock Option (Right to Buy)	$63.72							10/01/2008	04/01/2009	Common Stock	27,389		27,389⁽²⁾	D
Employee Stock Option (Right to Buy)	$19.19							02/12/2003	02/12/2012	Common Stock	23,501		23,501⁽²⁾	D
Employee Stock Option (Right to Buy)	$21.78							03/19/2003	03/19/2012	Common Stock	26,501		26,501⁽²⁾	D
Employee Stock Option (Right to Buy)	$29.39							04/01/2004	04/01/2013	Common Stock	34,999		34,999⁽²⁾	D
Employee Stock Option (Right to Buy)	$37.96							06/11/2004	06/11/2013	Common Stock	15,000		15,000⁽²⁾	D

Explanation of Responses:

1. On March 16, 2004, CFC declared a stock dividend, payable to all holders of record of common stock on April 12, 2004, of one share of common stock for each two shares of common stock outstanding. As a result, the reporting person's indirect holdings increased by 5,460 shares of CFC common stock.

2. This option was previously reported as an option for one-third fewer shares priced thirty-three percent (33%) higher, but was adjusted to reflect the three-for-two (3:2) stock dividend paid by CFC on April 12, 2004.

Remarks:

	/s/ McCallion, Anne	06/02/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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