8-K

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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2008

COUNTRYWIDE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Commission file number: 1-8422

Delaware	13-2641992
(State of incorporation)	(I.R.S. Employer Identification No.)
4500 Park Granada, Calabasas, CA	91302
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 225-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

     On May 27, 2008, Countrywide Financial Corporation (“Countrywide”) received notice from the trustee/administrator of the Company 401(k) Savings and Investment Plan (the “Plan”) that a “blackout period” for the Plan would be imposed on transactions by Plan participants involving the Countrywide Stock Fund. On June 2, 2008, Countrywide sent a notice to its directors and executive officers informing them that: (1) the Plan blackout period is expected to begin as of 4:00 p.m., Eastern Time, on June 27, 2008 and end the morning of July 2, 2008, and (2) the directors and executive officers generally will be unable to trade in Countrywide common stock and related equity securities during the Plan blackout period.

     The Plan blackout period is being implemented to provide for the conversion of shares of Countrywide common stock into shares of Bank of America common stock held by the Countrywide Stock Fund, which will become the Bank of America Corporation Common Stock Fund, as a result of the closing of the acquisition of Countrywide by Bank of America Corporation. Access to the Countrywide Stock Fund held in accounts under the Plan will be suspended for the blackout period so that Plan participants will be unable to engage in certain transactions involving the Countrywide Stock Fund held in their Plan accounts, including exchange, distribution, contribution and loan transactions.

     A copy of the blackout notice to directors and executive officers of Countrywide, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
Exhibit No.		Description
99.1	Blackout Notice to Directors and Executive Officers of Countrywide Financial Corporation dated June 2, 2008

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COUNTRYWIDE FINANCIAL CORPORATION
Date:	June 2, 2008	By:  /s/ Susan E. Bow
		Susan E. Bow
		Senior Managing Director, General Counsel,
		Corporate and Securities and Corporate Secretary

	INDEX OF EXHIBITS
Number	Exhibit
99.1	Blackout Notice to Directors and Executive Officers of Countrywide Financial Corporation dated June 2, 2008

EX-99.1

Exhibit 99.1                   

	Important Notice Concerning Limitations on Your
	Trading in Countrywide Securities During 401(k) Plan Blackout Period
Date:	June 2, 2008
To:	Directors and Executive Officers of Countrywide Financial Corporation
From:	Becky Bailey

1.	Please be advised that a “blackout period” for the Company’s 401(k) Savings and Investment Plan will be imposed on transactions involving the Company common stock fund (the “Company stock fund”) under the 401(k) Plan. This blackout period, described in more detail below, is necessary for the 401(k) Plan’s trustees to process and implement the conversion of Company common stock held on behalf of participants in the Plan in connection with the Bank of America merger.
	Additionally, under the Sarbanes-Oxley Act of 2002, the directors and executive officers of the Company are generally prohibited from engaging in transactions involving the Company’s equity securities (including stock appreciation rights and other derivatives based on Company common stock) during this blackout period. The conversion of equity securities of the Company into the right to receive the merger consideration in the Bank of America merger are exempt under Sarbanes-Oxley from the blackout period trading restrictions.
2.	During the blackout period, participants in the 401(k) Plan will be temporarily unable to (1) make exchanges into or out of the Company stock fund under the 401(k) Plan, (2) take distributions of money invested in the Company stock fund under the 401(k) Plan, and (3) take loans out against money invested in the Company common stock fund under the 401(k) Plan. Participants will be able to transfer balances during this time between all other investment options within the 401(k) Plan.
3.	The blackout period for the 401(k) Plan is expected to begin at 4:00 p.m. (Eastern Time) on June 27, 2008, and, assuming the Bank of America merger is completed on July 1, 2008, is expected to end the morning of July 2, 2008, although it could be extended a few days if necessary to implement the conversion. The blackout period will also be suspended if the completion of the Bank of America merger is delayed. You will be notified of any changes that affect the commencement date of the blackout period. In addition, you can confirm the status of the blackout period by speaking with Becky Bailey.
4.	Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any “equity security” of the Company that you acquired in connection with your service as a director or an executive officer. “Equity securities” are defined broadly to include stock options, stock appreciation rights, restricted stock units and other derivatives. Prohibited transactions include those involving your direct ownership, as well as any transaction in which you have a pecuniary interest. For example,

	you may be deemed to have an interest in transactions in equity securities of the Company by your family members. As indicated above, however, the conversion of equity securities of the Company into the merger consideration in the Bank of America merger are excluded from the trading restrictions.
5.	The prohibition covers securities acquired “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, stock appreciation right, restricted stock unit or restricted stock grant), (1) as a direct or indirect inducement to employment or joining the Board of Directors, and (2) as awards during the course of your employment or service as a director. Securities acquired outside of your service as a director or executive officer (such as shares acquired when you were an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification fo r all related purposes (such as tax reporting and disclosure requirements).
6.	The following are examples of transactions that you may not engage in during the blackout period:
		Exercising stock options or stock appreciation rights granted to you in connection with your service as a director or executive officer
		Selling Company stock that you acquired by exercising stock options or stock appreciation rights
		Selling Company stock that you originally received as a restricted stock unit or restricted stock grant
7.	There are certain exemptions, including:
		Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout)
		Bona fide gifts, bequests and transfers pursuant to domestic relations orders
8.	If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and criminal and civil penalties could be imposed upon directors and executive officers who violate them. We therefore request that you contact Becky Bailey at (818) 225-4677, or at 4500 Park Granada Calabasas, California 91302-1613, with any questions regarding this notice or the blackout period, before engaging in any transaction involving the Company stock or derivatives based on Company stock during the blackout period or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.

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