SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SIERACKI ERIC P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Mgr Dir, IR and Corp Dev.

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							11,122	I	By 401(k)
Common Stock							63,590	D

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)	4. Transaction Code (Instr. 8)	(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)	$9.6			3			02/12/2003	02/12/2012	Common Stock	28,200		28,200	D
Employee Stock Option (Right to Buy)	$10.89			3			03/19/2003	03/19/2012	Common Stock	46,800		46,800	D
Employee Stock Option (Right to Buy)	$14.69			3			04/01/2004	04/01/2013	Common Stock	69,998		69,998	D
Employee Stock Option (Right to Buy)	$18.98			3			06/11/2004	06/11/2013	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)⁽²⁾	$31.86			3			10/01/2008⁽²⁾	04/01/2009	Common Stock	54,778		54,778	D
Employee Stock Option (Right to Buy)	$4.64			3			06/01/1996	06/01/2005	Common Stock	20,002		20,002	D
Employee Stock Option (Right to Buy)	$5.8			3			07/11/1997	07/11/2006	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$6.77			3			06/02/1998	06/02/2007	Common Stock	16,706		16,706	D
Employee Stock Option (Right to Buy)	$11.68			3			06/01/1999	06/01/2008	Common Stock	9,432		9,432	D
Employee Stock Option (Right to Buy)	$6.29			3			06/01/2001	06/01/2005	Common Stock	10,006		10,006	D
Employee Stock Option (Right to Buy)	$5.84			3			06/01/2001	06/01/2005	Common Stock	6,350		6,350	D
Employee Stock Option(Right to Buy)	$9.94			3			06/01/2002	06/01/2011	Common Stock	40,002		40,002	D

Explanation of Responses:

2. 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/ Sieracki, Eric P.	02/14/2005
	** 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).
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