SEC FORM 5/A

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^*

MILLEMAN LAURA K

(Last)

(First)

(Middle)

4500 PARK GRANADA CH-11

COUNTRYWIDE HOME LOANS

(Street)

CLABASAS

91302

(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, CAO

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/14/2005

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	03/23/2004⁽¹⁾		P4	19	A	$30.55	13,121	D
Common Stock	03/24/2004⁽¹⁾		P4	41	A	$30.55	13,162	D
Common Stock	05/19/2004⁽¹⁾		P4	38	A	$30.4	13,200	D
Common Stock	06/18/2004⁽¹⁾		P4	16	A	$35.72	13,216	D
Common Stock	07/07/2004⁽¹⁾		P4	40	A	$35.13	13,256	D
Common Stock	07/23/2004⁽¹⁾		P4	6	A	$36.1	13,262	D
Common Stock							4,602⁽²⁾	I	By 401(k)

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)	$6.98						06/01/2001	06/01/2005	Common Stock	6,664		6,664	D
Employee Stock Option (Right to Buy)	$6.29						06/01/2001	06/01/2005	Common Stock	6,662		6,662	D
Employee Stock Option (Right to Buy)	$5.8						07/11/1997	07/11/2006	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy)	$6.77						06/02/1998	06/02/2007	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy)	$11.68						06/01/1999	06/01/2008	Common Stock	15,986		15,986	D
Employee Stock Option (Right to Buy)	$31.86						10/01/2008	04/01/2009	Common Stock	21,878		21,878	D
Employee Stock Option (Right to Buy)	$9.6						02/12/2003	02/12/2012	Common Stock	11,280		11,280	D
Employee Stock Option (Right to Buy)	$10.89						03/19/2003	03/19/2012	Common Stock	28,718		28,718	D
Employee Stock Option (Right to Buy)	$14.69						04/01/2004	04/01/2013	Common Stock	27,998		27,998	D
Employee Stock Option (Right to Buy)	$18.98						06/11/2004	06/11/2013	Common Stock	12,000		12,000	D
Employee Stock Option (Right to Buy)	$9.94						06/01/2002	06/01/2011	Common stock	24,000		24,000	D

Explanation of Responses:

1. The impact of the transactions reported in this Form 5 is not reflected in Column 5 entitled Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year contained in Form 5 of the reporting person dated February 14, 2005.

2. The reporting person acquired 121 share in the Countrywide Stock Fund (the Fund) of the Countrywide 401(k) Savings and Investment Plan. 401(k) share information is provided by the third party plan administrator, and is subject to change due to the unitized nature of the Fund. The information presented is as of January 31, 2004.

	Laura K. Milleman	09/28/2005
	** 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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