Rule 424(b)(3)
                                         File Nos. 333-103623 and 333-103623-03

                                                                  Rule 424(b)(3)
                                         File Nos. 333-103623 and 333-103623-03


PRICING SUPPLEMENT NO. 2 DATED MAY 2, 2003
(To Prospectus and Prospectus Supplement Dated March 20, 2003)

                                                    COUNTRYWIDE HOME LOANS, INC.
                                                    Medium-Term Notes, Series L
                                     Due Nine Months or More From Date of Issue
                                         Payment of Principal, Premium, if any,
                           and Interest Fully and Unconditionally Guaranteed by
                                              COUNTRYWIDE FINANCIAL CORPORATION
                                                          Floating Rate Notes


Trade Date:                May 2, 2003                       Book Entry:    |x|
Issue Price:               100%                              Certificated:  |_|
Original Issue Date:       May 6, 2003        Principal Amount:    $100,000,000
Stated Maturity Date:      May 6, 2004         Net Proceeds:        $99,950,000
                                              Specified Currency:  U.S. Dollars

Base Rate(s):       |_|   CD Rate  |_|   Eleventh District      |_|  Prime Rate
                                         Cost of Funds Rate
|_|   Commercial Paper Rate   |_|   Federal Funds Rate       |_|  Treasury Rate
|_|   CMT Rate                   |x|   LIBOR                     |_|   Other
    Telerate Page 7051              Telerate Page 3750  [  ]
                                          Reuters Page [ ]
      Telerate Page 7052              Currency:
           |_|  Weekly Average             |_|  Monthly Average

Exchange Rate Agent:       N/A

Minimum Denomination:      $1,000     Maximum Interest Rate:              N/A
Initial Interest Rate:     1.46%      Minimum Interest Rate:              N/A
Interest Determination Dates:   Two London Business Days
                             prior to each Interest
                               Payment Date
Interest Factor Convention:            N/A  Index Maturity:            3 months
Interest Reset Dates:      Same as Interest Payment Dates
Spread (plus or minus):    plus 15 basis points
Spread Multiplier:                     N/A
Interest Payment Dates:    Quarterly, on the 6th of
                           February, May, August, and
                         November, commencing August 6,
                           2003
Fixed Rate Commencement Date:         N/A
Fixed Interest Rate:                  N/A

Agents:       Lehman Brothers
Calculation Agent:        The Bank of New York

Redemption:                                               Repayment:

     Check box opposite applicable paragraph: Check box opposite applicable
paragraph:
     |X| The Notes cannot be redeemed prior to maturity. |X| The Notes cannot be
repaid prior to maturity.
     |_| The  Notes  may be  redeemed  prior to  maturity. |_| The Notes may be
repaid prior to maturity.
Initial Redemption Date:                              Optional Repayment Dates:
Initial Redemption Percentage:
     Annual Redemption Percentage Reduction, if any:

Estate Option:  Check box if the Estate Option is applicable  |_|

Additional/Other Terms:             N/A








          The Notes to which this Pricing Supplement relate will constitute
     unsecured and unsubordinated indebtedness of Countrywide Home Loans and
     will rank equally with Countrywide Home Loans' other unsecured and
     unsubordinated indebtedness. As of March 31, 2003, Countrywide Financial
     Corporation (formerly known as Countrywide Credit Industries, Inc.) did not
     have any secured indebtedness outstanding, and Countrywide Home Loans had
     $4,831,211,425 of secured indebtedness outstanding. As of that date,
     Countrywide Home Loans had $19,204,335,600 aggregate principal amount of
     unsecured and unsubordinated indebtedness outstanding, which indebtedness
     ranked equally with the other unsecured and unsubordinated indebtedness of
     Countrywide Home Loans and will rank equally with the Notes to which this
     Pricing Supplement relates.


          You should rely only on the information contained or incorporated by
     reference in this Pricing Supplement and the accompanying Prospectus
     Supplement and Prospectus. Countrywide Home Loans, Inc. and Countrywide
     Financial Corporation have not, and the Agent(s) have not, authorized any
     other person to provide you with different information. If anyone provides
     you with different or inconsistent information, you should not rely on it.
     Countrywide Home Loans, Inc. and Countrywide Financial Corporation are not,
     and the Agent(s) are not, making an offer to sell these securities in any
     jurisdiction where the offer or sale is not permitted.

          You should assume that the information appearing in this Pricing
     Supplement and the accompanying Prospectus Supplement and Prospectus is
     accurate as of the date on the front cover of this Pricing Supplement only.
     The business, financial condition, results of operations and prospects of
     Countrywide Home Loans, Inc. and Countrywide Financial Corporation may have
     changed since that date.