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)
04/13/2004

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	04/13/2004		M		3,900	A	$11.67	279,121	D
Common Stock	04/13/2004		S⁽¹⁾		3,900	D	$57.86	275,221⁽²⁾	D
Common Stock								25,337⁽²⁾	I	By 401(k)
Common Stock								14,160⁽²⁾	I	By Children
Common Stock								1,999⁽²⁾	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)	$11.67	04/13/2004		M			3,900	06/01/2001	06/01/2005	Common Stock	3,900	$0	1,080⁽³⁾	D
Employee Stock Option(Right to Buy)	$19.89							06/01/2002	06/01/2011	Common Stock	400,001		400,001⁽³⁾	D
Employee Stock Option (Right to Buy)	$12.58							06/01/2001	06/01/2005	Common Stock	150,000		150,000⁽³⁾	D
Employee Stock Option (Right to Buy)	$13.53							06/02/1998	06/02/2007	Common Stock	288,917		288,917⁽³⁾	D
Employee Stock Option (Right to Buy)	$23.36							06/01/1999	06/01/2008	Common Stock	265,721		265,721⁽³⁾	D
Employee Stock Option (Right to Buy)	$63.72							10/01/2008	04/01/2009	Common Stock	712,500		712,500⁽³⁾	D
Employee Stock Option (Right to Buy)	$19.19							02/12/2003	02/12/2012	Common Stock	187,999		187,999⁽³⁾	D
Employee Stock Option (Right to Buy)	$21.78							03/19/2003	03/19/2012	Common Stock	312,000		312,000⁽³⁾	D
Employee Stock Option (Right to Buy)	$26.81							02/20/2004	02/20/2013	Common Stock	499,999		499,999⁽³⁾	D
Employee Stock Option (Right to Buy)	$29.39							04/01/2004	04/01/2013	Common Stock	385,001		385,001⁽³⁾	D
Employee Stock Option (Right to Buy)	$37.96							06/11/2004	06/11/2013	Common Stock	165,000		165,000⁽³⁾	D

Explanation of Responses:

1. The reported sale was effected pursuant to a trading plan established under Rule 10b5-1 and adopted by the reporting person on March 5, 2004.

2. 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 direct and indirect holdings increased by a grand total of 104,972 shares of CFC common stock.

3. 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:

	By: Joanne Y. Wendler, Attorney-in-Fact	04/14/2004
	** 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.