SC TO-I/A

As filed with the Securities and Exchange Commission on August 20, 2004

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1
to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Countrywide Financial Corporation

(Name of Subject Company (issuer))

Countrywide Financial Corporation

(Name of Filing Person (offeror))

Liquid Yield Option™ Notes due 2031
(Title of Class of Securities)

222372 AD 6
222372 AE 4
(CUSIP Number of Class of Securities)

SANDOR E. SAMUELS
SENIOR MANAGING DIRECTOR AND CHIEF LEGAL OFFICER
COUNTRYWIDE FINANCIAL CORPORATION AND
COUNTRYWIDE HOME LOANS, INC.
4500 PARK GRANADA
CALABASAS, CA 91302
(818) 225-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copy to:
JUDITH T. KITANO
MUNGER, TOLLES & OLSON LLP
355 S. GRAND AVENUE, 35TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 683-9100

CALCULATION OF FILING FEE

Transaction Valuation(a)
$1,102,275,000 Amount of Filing Fee
$139,658.24

(a)

Estimated solely for the purpose of determining the registration fee, and calculated based on the average of the high and low prices for the Registrant’s Liquid Yield Option™ Notes due 2031 in secondary market transactions on July 9, 2004, as reported to the Registrants, reduced by an exchange fee of $2.50 for each $1,000 principal amount at maturity. The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $126.70 for each $1,000,000 of the value of the transaction.

[x]

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$ 139,658.24	Filing Parties:	Countrywide Financial Corporation Countrywide Home Loans, Inc.
Form or Registration No.:	Form S-4 (333-117322)	Date Filed:	July 12, 2004

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Source and Amount of Funds or Other Consideration.
	Item 8. Interest in Securities of the Subject Company.
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 10. Financial Statements.
	Item 11. Additional Information.
	Item 12. Exhibits.
	Item 13. Information required by Schedule 13E-3.
Exhibit 99.A1.II
Exhibit 99.A1.III
Exhibit 99.A1.IV

[   ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

[   ]	third party tender offer subject to Rule 14d-1	[   ]	going-private transaction subject to Rule 13e-3
[x]	issuer tender offer subject to Rule 13e-4	[   ]	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. [   ]

     This Issuer Tender Offer Statement on Schedule TO relates to an offer by Countrywide Financial Corporation, a Delaware corporation (the “Company”), to exchange $1,000 principal amount at maturity of the Company’s Convertible Securities due 2031 (the “New Securities”) and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted outstanding Liquid Yield Option™ Notes due 2031 of the Company (the “Old Securities”) upon the terms and subject to the conditions contained in the prospectus dated August 20, 2004 (as may be amended and supplemented from time to time, the “Prospectus”) and the related Letter of Transmittal, which are filed as exhibits to this Schedule TO/A.

     This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

Item 1. Summary Term Sheet.

     The information under the heading “Summary” in the Prospectus is incorporated herein by reference in answer to Item 1 of this Issuer Tender Offer Statement on Schedule TO.

Item 2. Subject Company Information.

     The information under the subheading “Summary—Countrywide Financial Corporation” in the Prospectus is incorporated herein by reference in partial answer to Item 2 of this Issuer Tender Offer Statement on Schedule TO. The Old Securities are traded on the PORTAL market. Set forth below are the high and low sales prices as a percentage of principal amount at maturity for the Old Securities for each quarterly period for the fiscal quarters ended on September 30, 2004 (through August 17, 2004), June 30, 2004, March 31, 2004, December 31, 2003, September 30, 2003 and June 30, 2003, in each case, as reported on the TRACE system. Sales prices for earlier quarterly periods are not publicly available.

	HIGH		LOW
Year Ending on December 31, 2004
3rd Quarter (through August 17, 2004)		169.22		150.35
2nd Quarter		166.75		128.80
1st Quarter		149.00		112.20
Year Ending on December 31, 2003
4th Quarter		127.50		100.00
3rd Quarter		98.00		81.00
2nd Quarter		98.50		78.00

Item 3. Identity and Background of Filing Person.

     The information under the subheading “Summary—Countrywide Financial Corporation” in the Prospectus is incorporated herein by reference in answer to Item 3 of this Issuer Tender Offer Statement on Schedule TO. The Company is the filing person.

Item 4. Terms of the Transaction.

     The information under the headings “Summary—Material Differences Between the Old Securities and the New Securities,” “The Exchange Offer,” “Description of the New Securities” and “Certain United States Federal Income Tax Consequences” in the Prospectus is incorporated herein by reference in partial answer to Item 4 of this Issuer Tender Offer Statement on Schedule TO. No Old Securities are to be purchased from any officer, director or affiliate of the Company.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     None.

Item 6. Purposes of the Transaction and Plans or Proposals.

     The information under the subheadings “Summary—The Exchange Offer—Purpose of the Exchange Offer” and “Summary—The Exchange Offer—Use of Proceeds” in the Prospectus is incorporated herein by reference in answer to Item 6 of this Issuer Tender Offer Statement on Schedule TO.

Item 7. Source and Amount of Funds or Other Consideration.

     The consideration for the Old Securities to be purchased by the Company is the issuance of $1,000 principal amount at maturity of New Securities and an exchange fee of $2.50 for each $1,000 principal amount at maturity of Old Securities. The total consideration required to purchase all of the outstanding Old Securities is $675,000,000 principal amount at maturity of New Securities and $1,687,500. The exchange fee will be paid from the Company’s working capital.

Item 8. Interest in Securities of the Subject Company.

     None.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     The information under the subheading “The Exchange Offer—Other Fees and Expenses” in the Prospectus is incorporated herein by reference in answer to Item 9 of this Issuer Tender Offer Statement on Schedule TO.

Item 10. Financial Statements.

     (a)(1) The information on pages F-1 through F-70 in the Company’s Annual Report on Form 10-K or the fiscal year ended December 31, 2003 is incorporated herein by reference in partial answer to Item 10 of this Issuer Tender Offer Statement on Schedule TO.

     (a)(2) The information on pages 2 through 30 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 is incorporated herein by reference in partial answer to Item 10 of this Issuer Tender Offer Statement on Schedule TO.

     (a)(3) The information in the Prospectus under the heading “Ratios of Earnings to Fixed Charges” is incorporated herein by reference in partial answer to Item 10 of this Issuer Tender Offer Statement on Schedule TO.

     (a)(4) At June 30, 2004, our book value per share was $16.79 (on a pro forma basis giving effect to the stock dividend payable on August 30, 2004 to holders of record of the Company’s common stock on August 25, 2004).

Item 11. Additional Information.

     None.

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(i)	Prospectus, dated August 20, 2004 (incorporated by reference to Prospectus dated August 20, 2004 filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended).
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(1)(iv)	Letter to Clients.
(a)(1)(v)	Press Release, dated August 20, 2004 (incorporated by reference to Press Release dated August 20, 2004 filed pursuant to Rule 425 of the Securities Act of 1933, as amended).
(a)(2)	None.
(a)(3)	None.
(a)(4)	Incorporated by reference herein as Exhibit (a)(1)(i).
(a)(5)	None.
(b)	None.
(d)	None.
(g)	None.
(h)	Tax Opinion of Munger, Tolles & Olson LLP (incorporated by reference to Exhibit 8.1 of the Company’s and Countrywide Home Loans, Inc.’s Registration Statement on Form S-4/A (No. 333-117322).

Item 13. Information required by Schedule 13E-3.

     Not applicable.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Countrywide Financial Corporation
By:	/s/ ERIC P. SIERACKI
	Name:	Eric P. Sieracki
	Title:	Senior Managing Director

Dated: August 20, 2004

EX-99.A1.II

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

for

Countrywide Financial Corporation

Offer to Exchange

Convertible Securities due 2031

and an Exchange Fee

for all outstanding

Liquid Yield Option^TM Notes due 2031

(CUSIP Nos. 222372 AD 6 and 222372 AE 4)

Pursuant to, and subject to the terms and conditions described in, the Prospectus dated August 20, 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 17, 2004, UNLESS EARLIER TERMINATED OR EXTENDED.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Hand:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – Floor 7E
New York, NY 10286
Attention: William Buckley By Courier:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – Floor 7E
New York, NY 10286
Attention: William Buckley By Registered or
Certified Mail:

The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street – Floor 7E
New York, NY 10286
Attention: William Buckley By Facsimile
(Eligible Institutions Only):

(212) 298-1915

For Confirmation by Telephone: (212) 815-5788

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

      Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

      This Letter of Transmittal need not be completed if (a) the Liquid Yield Option^TM Notes due 2031 (the “Old Securities”) are being tendered by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Procedures for Exchange” beginning on page 25 and (b) an “agent’s message” is delivered to the Exchange Agent as described on page 25 of the Prospectus.

      THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If Old Securities are registered in different names, a separate Letter of Transmittal must be submitted for each registered owner. See Instruction 2.

      This Letter of Transmittal (the “Letter”) relates to the offer (the “Exchange Offer”) of Countrywide Financial Corporation (“CFC”) to exchange $1,000 principal amount at maturity of Convertible Securities due 2031 (the “New Securities”) and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted Old Securities, pursuant to the prospectus dated August 20, 2004 (as may be amended or supplemented from time to time, the “Prospectus”). All tenders of Old Securities pursuant to the Exchange Offer must be received by the Exchange Agent prior to midnight, New York City time, on September 17, 2004; provided that CFC reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. CFC will notify holders of the Old Securities of any extension by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

      The Exchange Offer is subject to certain conditions precedent as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.”

      This Letter is to be completed by a holder of Old Securities if a tender is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Procedures for Exchange” beginning on page 25, but only if an agent’s message is not delivered through DTC’s Automated Tender Offer Program (“ATOP”). Tenders by book-entry transfer may also be made through ATOP. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC through ATOP. DTC will then verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will also send an agent’s message to the Exchange Agent for its acceptance. The agent’s message will state that DTC has received an express acknowledgment from the tendering holder of Old Securities, which acknowledgment will confirm that such holder of Old Securities received and agrees to be bound by, and makes each of the representations and warranties contained in, this Letter, and that CFC may enforce this Letter against such holder of Old Securities. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of this Letter by the DTC participant identified in the agent’s message. Accordingly, this Letter need not be completed by a holder tendering through ATOP.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

      The undersigned has completed, executed and delivered this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

      List below the Old Securities to which this Letter relates. If Old Securities are registered in different names, a separate Letter must be submitted for each registered owner. See Instruction 2.

DESCRIPTION OF OLD SECURITIES TENDERED
Name of DTC Participant
and Participant’s DTC Account Number	Principal Amount at Maturity
in Which Old Securities Are Held	of Old Securities Tendered

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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

Ladies and Gentlemen:

      By execution hereof, the undersigned acknowledges that he or she has received the Prospectus and this Letter, which together constitute the Exchange Offer, to exchange $1,000 principal amount at maturity of New Securities and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted Old Securities, on the terms and subject to the conditions of the Prospectus.

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to CFC the principal amount of Old Securities indicated above pursuant to the Exchange Offer. As used herein, “Exchange Date” shall mean the third business day following September 17, 2004, or, if CFC extends the Exchange Offer, the third business day following the latest date and time to which the Exchange Offer is extended (as so extended, the “Expiration Date”).

      Subject to, and effective upon, the acceptance of Old Securities tendered hereby, by executing and delivering this Letter (or agreeing to the terms of this Letter pursuant to an agent’s message) the undersigned: (i) irrevocably sells, assigns, and transfers to or upon the order of CFC all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of the Old Securities tendered thereby; (ii) waives any and all rights with respect to the Old Securities tendered; and (iii) releases and discharges CFC, Countrywide Home Loans, Inc. and the Trustee with respect to the Old Securities from any and all claims such holder may have, now or in the future, arising out of or related to the Old Securities. The undersigned acknowledges and agrees that the tender of Old Securities made hereby may not be withdrawn except in accordance with the procedures set forth in the Prospectus.

      The undersigned represents and warrants that it has full power and authority to legally tender, exchange, assign and transfer the Old Securities tendered hereby and to acquire the New Securities issuable upon the exchange of such tendered Old Securities, and that, when and if the Old Securities tendered hereby are accepted for exchange, CFC will acquire good and unencumbered title to the tendered Old Securities, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or CFC to be necessary or desirable to transfer ownership of such Old Securities on the account books maintained by DTC.

      The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of CFC) with respect to such Old Securities with full power of substitution to: (i) transfer ownership of such Old Securities on the account books maintained by DTC to, or upon the order of, CFC; (ii) present such Old Securities for transfer of ownership on the books of CFC; (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Securities; and (iv) deliver, in book-entry form, the New Securities issuable upon acceptance of the Old Securities tendered hereby, together with any Old Securities not accepted in the Exchange Offer, to the DTC account designated herein by the undersigned, all in accordance with the terms and conditions of the Exchange Offer as described in the Prospectus.

      All authority conferred or agreed to be conferred in this Letter shall survive the death or incapacity of the undersigned and all obligations of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned.

      The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived by CFC, in whole or in part, in the sole discretion of CFC), as more particularly set forth in the Prospectus, CFC may not be required to accept all or any of the Old Securities tendered hereby.

      The undersigned understands that a valid tender of Old Securities is not made in acceptable form and risk of loss therefore does not pass until receipt by the Exchange Agent of this Letter (or an agent’s message in lieu thereof) or a facsimile hereof, duly completed, dated and signed, together with all accompanying evidences of authority and any other required documents and signature guarantees in form satisfactory to CFC (which may delegate power in whole or in part to the Exchange Agent). All questions as to validity, form and eligibility of any tender of the Old Securities hereunder

3

(including time of receipt) and acceptance of tenders and withdrawals of Old Securities will be determined by CFC in its sole judgment (which may delegate power in whole or in part to the Exchange Agent) and such determination shall be final and binding.

      The undersigned acknowledges and agrees that issuance of the New Securities and payment of the exchange fee in exchange for validly tendered Old Securities that are accepted in the Exchange Offer will be made promptly after the Exchange Date.

      Unless otherwise indicated in the “Special Issuance and Payment Instructions” box, the New Securities and the exchange fee will be credited to the DTC account number specified on page 2. In the event that the “Special Issuance and Payment Instructions” box is completed, the undersigned hereby understands and acknowledges that any Old Securities tendered but not accepted in the Exchange Offer will be issued in the name(s), and delivered by book-entry transfer to the DTC account number(s), indicated in such box. However, the undersigned understands and acknowledges that CFC has no obligation pursuant to the “Special Issuance and Payment Instructions” box to transfer any Old Securities from the name(s) of the registered holders thereof to the person indicated in such box, if CFC does not accept any Old Securities so tendered. The undersigned acknowledges and agrees that CFC and the Exchange Agent may, in appropriate circumstances, defer effecting transfer of Old Securities, and may retain such Old Securities, until satisfactory evidence of payment of transfer taxes payable on account of such transfer by the undersigned, or exemption therefrom, is received by the Exchange Agent.

      Your bank or broker can assist you in completing this form. The instructions included with this Letter must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter may be directed to the Information Agent, whose address and telephone number appear on the final page of this Letter. See Instruction 7 below.

4

METHOD OF DELIVERY

o  CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC, AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

Signature(s) of Holder(s) of Old Securities

     Must be signed by registered holder(s) of Old Securities exactly as such participant’s name appears on a security position listing as the owner of Old Securities, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Letter. If signing is by attorney, executor, administrator, trustee or guardian, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions 2 & 3.

Date

Name(s)

Capacity

Address (Include Zip Code)

DTC Account to which New Securities should be delivered

Tax Identification or Social Security Number (See Instruction 9)

Telephone Number (Include Area Code)

5

SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS

(See Instructions 2 & 6)

      To be completed ONLY if New Securities are to be issued and the exchange fee is to be paid, and Old Securities tendered but not accepted in the Exchange Offer are to be issued, in the name of someone other than the undersigned registered owner and to a DTC account number other than the account number specified on page 2 above.

      Record ownership of New Securities in book-entry form, pay the exchange fee and issue Old Securities tendered but not accepted in the Exchange Offer, in the name and to the DTC account number set forth below.

Name

DTC Account #

Address (Including Zip Code)

(Tax Identification or Social Security Number)

(See Instruction 8)

MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTIONS 2 & 3 BELOW)

(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)

Name of Eligible Institution Guaranteeing Signatures

Address (Including Zip Code)

Telephone Number (Including Area Code)

Authorized Signature

Printed Name

Title

Date

6

INSTRUCTIONS

      1. Delivery of Letter of Transmittal. To tender Old Securities in the Exchange Offer, book-entry transfer of the Old Securities into the Exchange Agent’s account with DTC, as well as a properly completed and duly executed copy or manually signed facsimile of this Letter, or an agent’s message in lieu of this Letter, and any other documents required by this Letter, must be received by the Exchange Agent, at its address set forth herein, prior to midnight New York City time on the Expiration Date. Tenders of Old Securities in the Exchange Offer may be made prior to the Expiration Date in the manner described in the preceding sentence and otherwise in compliance with this Letter.

      THE METHOD OF DELIVERY OF THIS LETTER, AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT’S MESSAGE TRANSMITTED THROUGH DTC’S AUTOMATED TENDER OFFER PROGRAM, IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF OLD SECURITIES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OLD SECURITIES WILL BE ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE MADE WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THIS LETTER AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO CFC OR DTC.

      Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to midnight New York City time on the Expiration Date, unless the Exchange Offer is extended, in which case tenders of Old Securities may be withdrawn under the conditions described in the extension. In order to be valid, notice of withdrawal of tendered Old Securities must comply with the requirements set forth in the Prospectus under the caption “The Exchange Offer — Proper Execution and Delivery of Letter of Transmittal — Withdrawal of Tenders” on page 27.

      2. Signatures on Letter of Transmittal, Powers and Endorsements. This Letter must be signed by or on behalf of the registered holder(s) of the Old Securities tendered hereby. The signature(s) on this Letter must be exactly the same as the name(s) that appear(s) on the security position listing of DTC in which such holder of Old Securities is a participant, without alteration or enlargement or any change whatsoever. IN ALL OTHER CASES, ALL SIGNATURES ON LETTERS OF TRANSMITTAL MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR.

      If any of the Old Securities tendered hereby are registered in the name of two or more holders, all such holders must sign this Letter.

      If this Letter or any Old Securities or powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by CFC, proper evidence satisfactory to CFC of its authority so to act must be submitted with this Letter.

      3. Guarantee of Signatures. Except as otherwise provided below, all signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. Signatures on this Letter need not be guaranteed if:

•  this Letter is signed by a participant in DTC whose name appears on a security position listing of DTC as the owner of the Old Securities and the holder(s) has not completed the portion entitled “Special Issuance and Payment Instructions” on the letter of transmittal; or

•  the Old Securities are tendered for the account of an Eligible Guarantor Institution (defined below).

      If this Letter is not signed by the holder, the holder must transmit a separate, properly completed power with this Letter (in either case, executed exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or power guaranteed by a Medallion Signature Guarantor, unless such powers are executed by an Eligible Guarantor Institution (defined below).

7

      An Eligible Guarantor Institution (as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), means:

      (i) Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act);

      (ii) Brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Exchange Act;

      (iii) Credit unions (as that term is defined in Section 19b(1)(A) of the Federal Reserve Act);

      (iv) National securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Exchange Act; and

      (v) Savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act).

      For a correction of name or a change in name which does not involve a change in ownership, you may proceed as follows: for a change in name by marriage, etc., this Letter should be signed, e.g., “Mary Doe, now by marriage, Mary Jones.” For a correction in name, this Letter should be signed, e.g., “James E. Brown, incorrectly inscribed as J. E. Brown.” In any such case, the signature on this Letter must be guaranteed as provided above, and the holder must complete the Special Issuance and Payment Instructions above.

      You should consult your own tax advisor as to possible tax consequences resulting from the issuance of New Securities, as described above, in a name other than that of the registered holder(s) of the surrendered Old Securities.

      4. Transfer Taxes. CFC will pay all transfer taxes, if any, applicable to the transfer and exchange of Old Securities to CFC in the Exchange Offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. Other reasons transfer taxes could be imposed include:

•  if New Securities in book-entry form are to be registered in the name of any person other than the person signing this Letter; or

•  if tendered Old Securities are registered in the name of any person other than the person signing this Letter.

      If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the Letter, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Securities tendered by such holder.

      5. Validity of Surrender; Irregularities. All questions as to validity, form and eligibility of any surrender of the Old Securities hereunder will be determined by CFC, in its sole judgment (which may delegate power in whole or in part to the Exchange Agent), and such determination shall be final and binding. CFC reserves the right to waive any irregularities or defects in the surrender of any Old Securities and its interpretations of the terms and conditions of this Letter (including these instructions) with respect to such irregularities or defects shall be final and binding. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

      6. Special Issuance and Payment Instructions and Special Delivery Instructions. Indicate the name in which ownership of the New Securities on the DTC security listing position is to be recorded if different from the name of the person(s) signing this Letter. A Social Security Number will be required.

      7. Additional Copies. Additional copies of this Letter may be obtained from the Information Agent at the address listed below.

      8. Substitute Form W-9. You are required, unless an exemption applies, to provide the Exchange Agent with a correct Taxpayer Identification Number (“TIN”), generally the holder’s social security number or employer identification number, and with certain other information, on Substitute Form W-9, which is provided below and to certify under penalties of perjury, that such TIN is correct and that you are not subject to backup withholding by checking the box in Part 2 of the form. Failure to provide the information on the form may subject the holder (or other payee) to a penalty of $50 imposed by the Internal Revenue Service (“IRS”) and a federal income tax backup withholding on the payment of the amounts due. The box in Part 3 of the form may be checked if you have not been issued a TIN and have applied for a number or intend to apply for a number in the near future. If the box in Part 3 is checked and the Exchange Agent is

8

not provided with a TIN within 60 days, the Exchange Agent will backup withhold on payment of the amounts due until a TIN is provided to the Exchange Agent.

IF FURTHER INSTRUCTIONS ARE DESIRED, CONTACT THE INFORMATION AGENT

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers Call (Collect): (212) 269-5550

All Other Call (Toll Free): (800) 758-5378

IMPORTANT TAX INFORMATION

      Under U.S. federal income tax law, a holder whose Old Securities are accepted for exchange is required by law to provide the Exchange Agent with such holder’s correct TIN on Substitute Form W-9 (provided below) and to certify that the TIN provided is correct (or that such holder is awaiting a TIN). If such holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, payments that are made to such holder pursuant to this Letter may be subject to backup withholding.

      Certain holders (including, among others, all corporations and certain foreign individuals and entities) may be exempted from these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status (Form W-8BEN). Such statements can be obtained from the Exchange Agent. Holders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

      If backup withholding applies, the Exchange Agent may be required to backup withhold on any such payments made to the holder. Backup withholding (currently at a rate of 28%) is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

What Number to Give the Paying Agent

      The holder is required to give the Exchange Agent the TIN, generally the social security number or employer identification number, of the record owner of the tendered Old Securities. If the Old Securities are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidelines on which number to report. If the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. If the box in Part 3 is checked and the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will backup withhold on all cash payments until a TIN is provided to the Exchange Agent.

9

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue New Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the SOCIAL
		SECURITY number
For this type of account:		of —
1.	Individual	The Individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)

For this type of account:		Give the EMPLOYER IDENTIFICATION number of —
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:     If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

10

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM or from the IRS website at www.irs.gov, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.

•  An international organization or any agency or instrumentality thereof.

•  A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation.

•  A financial institution.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under Section 584(a).

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A middleman known in the investment community as a nominee or custodian.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A foreign central bank of issue.

•  A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART II OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

11

PAYER’S NAME:
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR NAME AND TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 2 — Certification — Under penalty of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).	Name Social Security Number OR Employer Identification Number Part 3 — o  Awaiting TIN
	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Sign Here	SIGNATURE
	DATE

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING IF YOU CHECKED

THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, up to 28% of all reportable payments made to me will be withheld.

Signature ______________________________  Date _________________________ , 20

--

12 EX-99.A1.III 3 v01279a1exv99wa1wiii.htm EXHIBIT 99.A1.III

Exhibit (a)(1)(iii)

Countrywide Financial Corporation

Offer to Exchange

Convertible Securities due 2031

and an Exchange Fee

for all outstanding

Liquid Yield Option™ Notes due 2031

(CUSIP Nos. 222372 AD 6 and 222372 AE 4)

Pursuant to, and subject to the terms and conditions described in,

the Prospectus dated August 20, 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 17, 2004, UNLESS EARLIER
TERMINATED OR EXTENDED.

August 20, 2004

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

     Countrywide Financial Corporation (“CFC”) is offering to exchange $1,000 principal amount at maturity of Convertible Securities due 2031 ( the “New Securities”) and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted Liquid Yield Option™ Notes due 2031 (the “Old Securities”). Terms used but not defined herein that are defined in the Prospectus (as defined below) shall have the same meaning given them in such Prospectus.

     The exchange offer is made on the terms and are subject to the conditions set forth in CFC’s prospectus dated August 20, 2004 (as may be amended or supplemented from time to time, the “Prospectus”) and the accompanying Letter of Transmittal.

     We are asking you to contact your clients for whom you hold Old Securities. For your use and for forwarding to those clients, we are enclosing copies of the Prospectus, as well as a Letter of Transmittal for the Old Securities. We are also enclosing a printed form of letter which you may send to your clients, with space provided for obtaining their instructions with regard to the Exchange Offer. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

     D.F. King & Co., Inc. has been appointed Information Agent for the Exchange Offer. Any inquiries you may have with respect to the exchange offer should be addressed to the Information Agent or to the Dealer Manager, at the respective addresses and telephone numbers as set forth on the back cover of the Prospectus. Additional copies of the enclosed materials may be obtained from the Information Agent.

Very truly yours,

COUNTRYWIDE FINANCIAL CORPORATION

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.A1.IV 4 v01279a1exv99wa1wiv.htm EXHIBIT 99.A1.IV

Exhibit (a)(1)(iv)

Countrywide Financial Corporation

Offer to Exchange

Convertible Securities due 2031

and an Exchange Fee

for all outstanding

Liquid Yield Option^TM Notes due 2031

(CUSIP Nos. 222372 AD 6 and 222372 AE 4)

Pursuant to, and subject to the terms and conditions described in, the Prospectus dated August 20, 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 17, 2004, UNLESS EARLIER TERMINATED OR EXTENDED.

August 20, 2004

To Our Clients:

      Countrywide Financial Corporation (“CFC”) is offering to exchange $1,000 principal amount at maturity of Convertible Securities due 2031 (the “New Securities”) and an exchange fee of $2.50 for each $1,000 principal amount at maturity of validly tendered and accepted Liquid Yield Option^TM Notes due 2031 (the “Old Securities”). Terms used but not defined herein that are defined in the Prospectus (as defined below) shall have the same meaning given them in such Prospectus.

      The exchange offer is made on the terms and are subject to the conditions set forth in CFC’s prospectus dated August 20, 2004 (as may be amended or supplemented from time to time, the “Prospectus”) and the accompanying Letter of Transmittal.

      The enclosed Prospectus is being forwarded to you as the beneficial owner of Old Securities held by us for your account but not registered in your name. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Securities held by us for your account. A tender of such Old Securities may be made only by us as the registered holder and only pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender and deliver the Old Securities held by us for your account. If you wish to have us do so, please so instruct us by completing, executing and returning to us the instruction form that appears below.

INSTRUCTIONS

      The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to CFC’s exchange offer with respect to the Old Securities (CUSIP Nos. 222372 AD 6 and 222372 AE 4).

      This will instruct you to tender the specified principal amount at maturity of Old Securities indicated below held by you for the account of the undersigned pursuant to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

	Principal Amount at Maturity Held for Account of
Type	Holders(s)*
Liquid Yield OptionTM Notes due 2031

*  Unless otherwise indicated, the entire principal amount at maturity listed in the box entitled “Principal Amount at Maturity Held for Account of Holder(s)” will be tendered.

Signature(s)

Please print name(s)

Address

Zip Code

Area Code and Telephone No.

Tax Identification or Social Security No.

My Account Number with You

Date

EX-99.A1.III

exv99wa1wiii

EX-99.A1.IV

exv99wa1wiv