SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gates Marshall M

(Last)

(First)

(Middle)

4500 PARK GRANADA

(Street)

CALABASAS

913021613

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2005

3. Issuer Name and Ticker or Trading Symbol
COUNTRYWIDE FINANCIAL CORP [ CFC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Mgr Dir, Chief Admin Office

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	113,977⁽¹⁾	D
Common Stock	5,904	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽²⁾	10/01/2008⁽²⁾	04/01/2009	Common Stock	54,776	$31.86	D
Employee Stock Option (Right to Buy)	02/12/2003	02/12/2012	Common Stock	42,302	$9.6	D
Employee Stock Option (Right to Buy)	03/19/2003	03/19/2012	Common Stock	47,700	$10.89	D
Employee Stock Option (Right to Buy)	04/01/2004⁽³⁾	04/01/2013	Common Stock	84,000	$14.69	D
Employee Stock Option (Right to Buy)	06/11/2004	06/11/2013	Common Stock	36,000	$18.98	D
Employee Stock Option(Right to Buy)	06/01/2002	06/01/2011	Common Stock	49,944	$9.94	D

Explanation of Responses:

1. The reporting person acquired 10,981 shares from Employee Stock Purcahse Plan as of February 22, 2005.

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.

3. The option vests in four equal annual installments from the grant date.

Remarks:

	/s/ Gates, Marshall M.	02/22/2005
	** 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 5 (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.