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^*

KURLAND STANFORD L

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004

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								183,481	D
Common Stock								16,891	I	By 401(k)
Common Stock								9,440	I	By Children
Common Stock								1,333	I	By Family Foundation

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)⁽¹⁾	$95.58	04/01/2004		A		275,000		10/01/2008⁽¹⁾	04/01/2009	Common Stock	275,000	$0	275,000	D
Employee Stock Option (Right to Buy)⁽¹⁾	$95.58	04/01/2004		A		200,000		10/01/2008⁽¹⁾	04/01/2009	Common Stock	200,000	$0	475,000	D
Employee Stock Option (Right to Buy)	$18.87							06/01/2001	06/01/2005	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$17.51							06/01/2001	06/01/2005	Common Stock	5,920		5,920	D
Employee Stock Option (Right to Buy)	$20.3							06/02/1998	06/02/2007	Common Stock	192,611		192,611	D
Employee Stock Option (Right to Buy)	$35.04							06/01/1999	06/01/2008	Common Stock	177,147		177,147	D
Employee Stock Option (Right to Buy)	$28.79							02/12/2003	02/12/2012	Common Stock	125,333		125,333	D
Employee Stock Option (Right to Buy)	$32.66							03/19/2003	03/19/2012	Common Stock	208,000		208,000	D
Employee Stock Option (Right to Buy)	$40.21							02/20/2004	02/20/2013	Common Stock	333,333		333,333	D
Employee Stock Option (Right to Buy)	$44.08							04/01/2004	04/01/2013	Common Stock	256,667		256,667	D
Employee Stock Option (Right to Buy)	$56.94							06/11/2004	06/11/2013	Common Stock	110,000		110,000	D
Employee Stock Option(Right to Buy)	$29.83							06/01/2002	06/01/2011	Common Stock	266,667		266,667	D

Explanation of Responses:

1. The option may conditionally vest in equal installments on April 1, 2005, April 1, 2006 and April 1, 2007 upon achievement of certain corporate EPS targets. If corporate EPS targets are not achieved, the option will vest on October 1, 2008.

Remarks:

	/s/ Kurland, Stanford L.	04/05/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.