S-8

As filed with the Securities and Exchange Commission on August 4, 2003

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

DELAWARE
(State or other jurisdiction
of incorporation or organization 13-2641992
(IRS Employer
Identification No.)

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

Countrywide Financial Corporation
Global Stock Plan
(Full title of the Plan)

Sandor E. Samuels, Chief Legal Officer
4500 Park Granada
Calabasas, CA 91302
(Name and address of agent for service)

(818) 225-3505
(Telephone Number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

============================ =================== ======================= ====================== ======================

 Title of Securities to be      Amount to be        Proposed Maximum       Proposed Maximum           Amount of
        Registered              Registered(1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share                 Price(2)

- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------

       Common Stock           1,000,000 shares           $65.75               $65,750,000              $5,320
$.05 par value per share(3)

- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------

¹ Includes an indeterminate number of additional shares as may be required as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s Common Stock.

² Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(h) of the Securities Act of 1933, the proposed maximum offering price per share is based on the average high and low prices of the Common Stock as reported by the New York Stock Exchange on August 1, 2003.

³ The Common Stock includes Preferred Stock Purchase Rights (the “Rights”). The Rights will be associated and trade with the Common Stock. The value, if any, of the Rights will be reflected in the market price of the Common Stock.

Explanatory Note

        Pursuant to general instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement relates to the amendment of the Global Stock Plan to increase the number of shares of the Registrant’s common stock available for issuance thereunder from 500,000 to 1,500,000 (an increase of 1,000,000 shares).

        The contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-87417) filed with the Securities and Exchange Commission on September 20, 1999 are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number               Description

4.1                  Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan (incorporated by
                     reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 dated September
                     20, 1999)

4.1.1                Amendment One to Countrywide Financial Corporation Employee Stock Purchase Plan (incorporated
                     by reference to Exhibit 10.71 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 2002)

4.1.2                Amendment Two to Countrywide Financial Corporation Global Stock Plan

4.2                  Specimen Certificate of Countrywide Credit Industries, Inc.'s Common Stock (incorporated by
                     reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated February 6, 1987)

4.2.1                Specimen Certificate of Countrywide Financial Corporation's Common Stock (incorporated by
                     reference to Exhibit 4.2.1 to the Registrant's Registration Statement on Form S-8 dated June
                     27, 2003)

4.3                  Certificate of Amendment of Restated Certificate of Incorporation of Countrywide Credit
                     Industries, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report
                     on Form 10-Q for the quarter ended August 31, 1987)

4.3.1                Restated Certificate of Incorporation of Countrywide Credit Industries, Inc. (incorporated by
                     reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended August 31, 1987)

4.3.2                Certificate of Amendment of Certificate of Incorporation of Countrywide Credit Industries,
                     Inc., as reported under Item 4, Submission of Matters to a Vote of Security Holders, in
                     Countrywide Credit Industries, Inc.'s Quarterly Report on Form 10-Q dated May 31, 1992
                     (incorporated by reference to Exhibit 3.2.1 to the Registrant's Registration Statement on Form
                     S-3 dated October 31, 2001)

4.3.3                Certificate of Change of Location of Registered Office and of Registered Agent of Countrywide
                     Credit Industries, Inc., dated January 19, 1993 (incorporated by reference to Exhibit 3.2.2 to
                     the Registrant's Registration Statement on Form S-3 dated October 31, 2001)

4.3.4                Certificate of Ownership and Merger of CW Merger Corp., a Delaware corporation into the
                     Registrant, dated November 7, 2002 (incorporated by reference to Exhibit 3.10 to the
                     Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.5                  Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by
                     reference to the Registrant's Current Report on Form 8-K dated February 10, 1988)

4.5.1                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated January 28, 1998
                     (incorporated by reference to Exhibit 3.3.1 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.2                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated February 3, 1998
                     (incorporated by reference to Exhibit 3.3.1 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.3                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated March 24, 2000 (incorporated
                     by reference to Exhibit 3.3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended February 29, 2000)

4.5.4                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated September 28, 2000
                     (incorporated by reference to Exhibit 3.3.4 to the Registrant's Quarterly Report on Form 10-Q
                     for the quarter ended August 31, 2000)

4.6                  Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries, Inc.
                     and Bank of America NT & SA, as Rights Agent (incorporated by reference to Exhibit 4 to the
                     Registrant's Form 8-A filed on February 12, 1988)

4.7                  Amendment No. 1 to Rights Agreement, dated as of March 24, 1992, between Countrywide Credit
                     Industries, Inc. and Bank of America NT & SA, as Rights Agent (incorporated by reference to
                     Exhibit 1 to the Registrant's Form 8 filed on March 27, 1992)

4.8                  Amendment No. 2 to Rights Agreement, dated as of February 10, 1995, between Countrywide Credit
                     Industries, Inc. and The Bank of New York, as Successor Rights Agent (incorporated by reference
                     to Exhibit 4.1.2 to the Registrant's Registration Statement on Form S-3 dated October 31, 2001)

4.9                  Amended and Restated Rights Agreement, dated as of November 27, 2001, between Countrywide
                     Credit Industries, Inc. and The Bank of New York, as Rights Agent (incorporated by reference to
                     Exhibit 1 to the Registrant's Form 8-A/A filed on December 10, 2001)

5.1                  Opinion of Sandor E. Samuels, Chief Legal Officer of Countrywide Financial Corporation, as to
                     the legality of securities being registered

23.1                 Consent of Grant Thornton LLP, Independent Certified Public Accountants

23.2                 Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1                 Power of Attorney (included on signature pages filed herewith)

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Countrywide Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on the 4th day of August 2003.

COUNTRYWIDE FINANCIAL CORPORATION

By:       /S/ ANGELO R. MOZILO                      
          Angelo R. Mozilo
          Chairman of the Board
          of Directors and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland, Thomas K. McLaughlin, Laura Milleman and Sandor E. Samuels, and each of them, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and any registration statement related to the offering contemplated by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

                    Signature                                         Title                              Date
                    ---------                                         -----                              ----
              /S/ ANGELO R. MOZILO                     Chairman of the Board of                   August 4, 2003
- --------------------------------------------------
                Angelo R. Mozilo                       Directors, Chief Executive Officer
                                                       and President (Principal Executive
                                                       Officer); Director
            /S/ THOMAS K. MCLAUGHLIN                   Senior Managing Director and               August 4, 2003
- --------------------------------------------------
              Thomas K. McLaughlin                     Chief Financial Officer (Principal
                                                       Financial Officer)
               /S/ LAURA MILLEMAN                      Managing Director and Chief                August 4, 2003
- --------------------------------------------------
                 Laura Milleman                        Accounting Officer (Principal
                                                       Accounting Officer)

              /S/ HENRY G. CISNEROS                    Director                                   August 4, 2003
- --------------------------------------------------
                Henry G. Cisneros


             /S/ JEFFREY M. CUNNINGHAM                 Director                                   August 4, 2003
- --------------------------------------------------
              Jeffrey M. Cunningham

              /S/ ROBERT J. DONATO                     Director                                   August 4, 2003
- --------------------------------------------------
                Robert J. Donato

            /S/ MICHAEL E. DOUGHERTY                   Director                                   August 4, 2003
- --------------------------------------------------
              Michael E. Dougherty

                 /S/ BEN M. ENIS                       Director                                   August 4, 2003
- --------------------------------------------------
                   Ben M. Enis

                /S/ EDWIN HELLER                       Director                                   August 4, 2003
- --------------------------------------------------
                  Edwin Heller

           /S/ GWENDOLYN STEWART KING                  Director                                   August 4, 2003
- --------------------------------------------------
             Gwendolyn Stewart King

             /S/ STANFORD L KURLAND                    Executive Managing Director                August 4, 2003
- --------------------------------------------------
               Stanford L. Kurland                     and Chief Operating Officer;
                                                       Director

             /S/ OSCAR P. ROBERTSON                    Director                                   August 4, 2003
- --------------------------------------------------
               Oscar P. Robertson

              /S/ HARLEY W. SNYDER                     Director                                   August 4, 2003
- --------------------------------------------------
                Harley W. Snyder

EXHIBIT INDEX

Exhibit
Number               Description
4.1                  Countrywide Credit Industries, Inc. 1999 Employee Stock Purchase Plan (incorporated by
                     reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 dated September
                     20, 1999)

4.1.1                Amendment One to Countrywide Financial Corporation Employee Stock Purchase Plan (incorporated
                     by reference to Exhibit 10.71 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 2002)

4.1.2*               Amendment Two to Countrywide Financial Corporation Global Stock Plan

4.2                  Specimen Certificate of Countrywide Credit Industries, Inc.'s Common Stock (incorporated by
                     reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated February 6, 1987)

4.2.1                Specimen Certificate of Countrywide Financial Corporation's Common Stock (incorporated by
                     reference to Exhibit 4.2.1 to the Registrant's Registration Statement on Form S-8 dated June
                     27, 2003)

4.3                  Certificate of Amendment of Restated Certificate of Incorporation of Countrywide Credit
                     Industries, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report
                     on Form 10-Q for the quarter ended August 31, 1987)

4.3.1                Restated Certificate of Incorporation of Countrywide Credit Industries, Inc. (incorporated by
                     reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended August 31, 1987)

4.3.2                Certificate of Amendment of Certificate of Incorporation of Countrywide Credit Industries,
                     Inc., as reported under Item 4, Submission of Matters to a Vote of Security Holders, in
                     Countrywide Credit Industries, Inc.'s Quarterly Report on Form 10-Q dated May 31, 1992
                     (incorporated by reference to Exhibit 3.2.1 to the Registrant's Registration Statement on Form
                     S-3 dated October 31, 2001)

4.3.3                Certificate of Change of Location of Registered Office and of Registered Agent of Countrywide
                     Credit Industries, Inc., dated January 19, 1993 (incorporated by reference to Exhibit 3.2.2 to
                     the Registrant's Registration Statement on Form S-3 dated October 31, 2001)

4.3.4                Certificate of Ownership and Merger of CW Merger Corp., a Delaware corporation into the
                     Registrant, dated November 7, 2002 (incorporated by reference to Exhibit 3.10 to the
                     Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.5                  Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by
                     reference to the Registrant's Current Report on Form 8-K dated February 10, 1988)

4.5.1                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated January 28, 1998
                     (incorporated by reference to Exhibit 3.3.1 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.2                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated February 3, 1998
                     (incorporated by reference to Exhibit 3.3.1 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.3                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated March 24, 2000 (incorporated
                     by reference to Exhibit 3.3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended February 29, 2000)

4.5.4                Amendment to Bylaws of Countrywide Credit Industries, Inc., dated September 28, 2000
                     (incorporated by reference to Exhibit 3.3.4 to the Registrant's Quarterly Report on Form 10-Q
                     for the quarter ended August 31, 2000)

4.6                  Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries, Inc.
                     and Bank of America NT & SA, as Rights Agent (incorporated by reference to Exhibit 4 to the
                     Registrant's Form 8-A filed on February 12, 1988)

4.7                  Amendment No. 1 to Rights Agreement, dated as of March 24, 1992, between Countrywide Credit
                     Industries, Inc. and Bank of America NT & SA, as Rights Agent (incorporated by reference to
                     Exhibit 1 to the Registrant's Form 8 filed on March 27, 1992)

4.8                  Amendment No. 2 to Rights Agreement, dated as of February 10, 1995, between Countrywide Credit
                     Industries, Inc. and The Bank of New York, as Successor Rights Agent (incorporated by reference
                     to Exhibit 4.1.2 to the Registrant's Registration Statement on Form S-3 dated October 31, 2001)

4.9                  Amended and Restated Rights Agreement, dated as of November 27, 2001, between Countrywide
                     Credit Industries, Inc. and The Bank of New York, as Rights Agent (incorporated by reference to
                     Exhibit 1 to the Registrant's Form 8-A/A filed on December 10, 2001)

5.1*                 Opinion of Sandor E. Samuels, Chief Legal Officer of Countrywide Financial Corporation, as to
                     the legality of securities being registered

23.1*                Consent of Grant Thornton LLP, Independent Certified Public Accountants

23.2*                Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1*                Power of Attorney (included on signature pages filed herewith)
- ---------------
* Filed herewith

EX-4

EXHIBIT 4.1.2

Amendment Two
Countrywide Financial Corporation
Global Stock Plan

WHEREAS, Countrywide Financial Corporation (the “Company”) wishes to amend the Countrywide Financial Corporation Global Stock Plan (the “Plan”) to increase the number of shares of Common Stock available under the Plan;

NOW THEREFORE, the Plan shall be amended as follows:

         1. Section 4.01, Stock Subject to the Plan, is hereby amended by deleting this section in its entirety and replacing it with a new Section 4.01 as follows:

        “4.01 Stock Subject to the Plan. Subject to the provisions of Sections 12.03 and 12.04 hereof, the Board shall reserve for issuance under the Plan an aggregate of one million five hundred thousand (1,500,000) shares of Common Stock, which shares shall be authorized but unissued.”

         2. Rule 4.1 of the Countrywide Financial Corporation Global Stock Plan (UK Sharesave Scheme) is hereby amended by deleting this Rule in its entirety and replacing it with a new Rule 4.1 as follows:

        “4.1 No options shall be granted in any year which would, at the time they are granted, cause the number of shares in the Company allocated under this Plan to exceed 1,500,000 or any other number so specified by the Board from time to time.”

        IN WITNESS WHEREOF, the Company has caused this Amendment Two to be executed this 24th day of June, 2003.

Countrywide Financial Corporation




     /S/ Thomas H. Boone                 
Thomas H. Boone
Senior Managing Director,
Chief Administrative Officer

         Attest:

               /S/ Gerard A. Healy                 
         Gerard A. Healy
         Assistant Secretary

EX-5

EXHIBIT 5.1

August 4, 2003

Countrywide Financial Corporation
4500 Park Granada
Calabasas, California 91302

Ladies and Gentlemen:

I have acted as counsel to Countrywide Financial Corporation (the “Company”) in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,000,000 shares of the Company’s common stock, par value $.05 (the “Common Stock”), to be issued pursuant to the terms of the Registrant’s Global Stock Plan, as amended (the “Plan”).

In connection with rendering this opinion I have examined originals, or copies identified to my satisfaction as being true copies of originals, of such documents as I have deemed appropriate. In such examination, I have assumed that all signatures on original documents were genuine and that all documents were duly executed and delivered, where due execution and delivery are requisite to the effectiveness thereof. I have also assumed that the Common Stock will be issued for proper and sufficient consideration, in accordance with the terms of the Plan, and that the certificates representing the Common Stock will be properly issued.

On the basis of the foregoing examination and assumptions, and in reliance thereon, and upon consideration of applicable law, I am of the opinion that the Common Stock covered by the Registration Statement, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable.

I am admitted to practice in the State of California, and I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of California and the federal laws of the United States of America, except that I am generally familiar with the laws of the State of Delaware presently in effect as they relate to corporate organization for purposes of the opinion set forth herein. This opinion is limited to such laws as they presently exist, to present judicial interpretation thereof and to the facts as they presently exist. I assume no obligation to revise or supplement this opinion should the present laws of the jurisdictions mentioned herein be changed by legislative actions, judicial decisions or otherwise.

I hereby consent to the inclusion of this opinion as an exhibit in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ SANDOR E. SAMUELS

Sandor E. Samuels
Senior Managing Director and
Chief Legal Officer

EX-23

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated February 28, 2003, accompanying the consolidated financial statements and schedules of Countrywide Financial Corporation and Subsidiaries appearing in the 2002 Annual Report of the Company on Form 10-K for the year ended December 31, 2002, which is incorporated by reference in this Registration Statement on Form S-8 (the “Registration Statement”). We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

GRANT THORNTON LLP

/s/ GRANT THORNTON LLP

Los Angeles, California
August 1, 2003