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

FORM 10-K/A

(Mark One)
[       ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

OR

[   X    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the transition period from March 1, 2001 to December 31, 2001

Commission file number: 1-8422

COUNTRYWIDE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

                      Delaware                                         13 - 2641992
            (State of other jurisdiction                   (I.R.S. Employer Identification No.)
                  of incorporation)

          4500 Park Granada, Calabasas, CA                                91302
      (Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (818) 225-3000

Securities registered pursuant to Section 12(b) of the Act:

                 Title of each class                   Name of each exchange on which registered
            Common Stock, $.05 Par Value                        New York Stock Exchange
                                                                 Pacific Stock Exchange

           Preferred Stock Purchase Rights                      New York Stock Exchange
                                                                 Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:            None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

              Yes         X                         No
                    --------------                      -------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

As of March 22, 2002, there were 123,055,047 shares of Countrywide Financial Corporation Common Stock, $0.05 par value, outstanding. Based on the closing price for shares of Common Stock on that date, the aggregate market value of Common Stock held by non-affiliates of the registrant was approximately $5,325,822,434. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

EXPLANATORY NOTE

                This Amendment on Form 10-K/A is being filed in order to amend Items 8 and 14 of Countrywide Financial Corporation’s (formerly know as Countrywide Credit Industries, Inc.) Annual Report on Form 10-K for the transition period ended December 31, 2001 (the “Form 10-K”). The Form 10-K as filed with the Securities and Exchange Commission on March 31, 2002 omitted the signature of the Company’s external auditors. The attached amended opinion includes the appropriate signature.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The information called for by this Item 8 is hereby incorporated by reference from the Company’s Financial Statements and Auditors’ Report beginning at page F-1 of this Form 10-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (2) - Financial Statement Schedules.

The information called for by this section of Item 14 is set forth in the Financial Statements and Auditors’ Report beginning at page F-1 of this Form 10-K. The index to Financial Statements and Schedules is set forth at page F-2 of this Form 10-K.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Countrywide Credit Industries, Inc.

We have audited the accompanying consolidated balance sheets of Countrywide Credit Industries, Inc. and Subsidiaries as of December 31, 2001 and February 28, 2001, and the related consolidated statements of earnings, common shareholders’ equity, cash flows and comprehensive income for the ten month period ended December 31, 2001 and for each of the two years in the period ended February 28, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Countrywide Credit Industries, Inc. and Subsidiaries as of December 31, 2001 and February 28, 2001 and the consolidated results of their operations and their consolidated cash flows for the ten month period ended December 31, 2001 and for each of the two years in the period ended February 28, 2001, in conformity with accounting principles generally accepted in the United States of America.

We have also audited Schedules I and II for the ten month period ended December 31, 2001 and for each of the two years in the period ended February 28, 2001. In our opinion, such schedules present fairly, in all material respects, the information required to be set forth therein.

GRANT THORNTON LLP

/s/ Grant Thornton LLP

Los Angeles, California
March 7, 2002