Rule 424(b)(2)
                                          File Nos. 333-131707 and 333-131707-03

                                                                  Rule 424(b)(2)
                                          File Nos. 333-131707 and 333-131707-03


PRICING SUPPLEMENT NO. 123 DATED MAY 7, 2007
     (To  Prospectus  Dated  February 9, 2006 and  Prospectus  Supplement  Dated
February 13, 2006)


                        COUNTRYWIDE FINANCIAL CORPORATION
                           Medium-Term Notes, Series B
                   Due Nine Months or More From Date of Issue
                     Payment of Principal, Premium, if any,
              and Interest Fully and Unconditionally Guaranteed by
                          COUNTRYWIDE HOME LOANS, INC.
                                Fixed Rate Notes



Trade Date:                May 7, 2007    Book Entry:    |X|
Public Offering Price:     100.00%        Certificated:  |_|
Agent Discount:            0.530%         Principal Amount:          $221,000.00
Purchase Price:            99.470%        Net Proceeds:              $219,828.70
Original Issue Date:       May 11, 2007   Specified Currency:       U.S. Dollars
Stated Maturity Date:      May 17, 2010
Interest Rate:             5.00%



Exchange Rate Agent:       N/A

Agent:                     Countrywide Securities Corporation

Minimum Denomination:      $1,000


     Interest Payment Dates: Quarterly on the 15th of February, May, August, and
November, commencing August 15, 2007

     Record Dates: The 1st of February,  May, August, and November preceding the
applicable Interest Payment Date


Redemption:                                          Repayment:

     Check box opposite  applicable  paragraph:  Check box  opposite  applicable
paragraph:
     |X| The Notes cannot be redeemed prior to maturity.|X|  The Notes cannot be
repaid prior to maturity.
     | | The  Notes  may be  redeemed  prior to  maturity.  |_| The Notes may be
repaid prior to maturity.
Initial Redemption Date:                            Optional Repayment Dates:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:

Estate Option:  Check box if the Estate Option is applicable  |X|

Additional/Other Terms:









         The Notes to which this Pricing Supplement relates will constitute
unsecured and unsubordinated indebtedness of Countrywide Financial Corporation
and will rank equally with other unsecured and unsubordinated indebtedness of
Countrywide Financial Corporation. As of December 31, 2006, Countrywide
Financial Corporation, on an unconsolidated basis, had no secured indebtedness
outstanding, $18,354,587,000 aggregate principal amount of unsecured and
unsubordinated indebtedness outstanding, which indebtedness ranked equally with
the other unsecured and unsubordinated indebtedness of Countrywide Financial
Corporation and will rank equally with the Notes to which this Pricing
Supplement relates, $2,523,797,084 aggregate principal amount of unsecured and
subordinated indebtedness outstanding and $235,913,000 of intercompany notes
payable. As of that date, Countrywide Home Loans, Inc. had $11,049,477,000
aggregate principal amount of secured indebtedness outstanding, including
$5,904,396,000 of intercompany borrowings, and $11,432,318,000 aggregate
principal amount of unsecured and unsubordinated indebtedness outstanding,
including $0 of intercompany borrowings, which indebtedness ranked equally with
the other unsecured and unsubordinated indebtedness of Countrywide Home Loans,
Inc. and will rank equally with the Guarantees to which this Pricing Supplement
relates.



         You should rely only on the information contained or incorporated by
reference in this Pricing Supplement and the accompanying Prospectus Supplement
and Prospectus. Countrywide Financial Corporation and Countrywide Home Loans
have not, and the Agent has not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. Countrywide Financial Corporation and
Countrywide Home Loans are not, and the Agent is not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.

         You should assume that the information appearing in this Pricing
Supplement and the accompanying Prospectus Supplement and Prospectus is accurate
as of the date on the front cover of this Pricing Supplement only. The business,
financial condition, results of operations and prospects of Countrywide
Financial Corporation and Countrywide Home Loans may have changed since that
date.