Filed pursuant to Rule 424(b)(3)

under the Securities Act of 1933, as amended

Registration Statement No. 333-117322

PROSPECTUS SUPPLEMENT DATED SEPTEMBER 10, 2004

(To Prospectus Dated August 20, 2004)

Countrywide Financial Corporation

OFFER TO EXCHANGE

Convertible Securities due 2031

and an Exchange Fee

for all of our outstanding

Liquid Yield Option ^TM Notes due 2031

Subject to the Terms and Conditions described in the Prospectus

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

     You should read the following summary consolidated financial information in conjunction with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto incorporated by reference into the Prospectus dated August 20, 2004 (as further amended or supplemented, the “Prospectus”), as supplemented by this Prospectus Supplement, from our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. See “Documents Incorporated by Reference” in the Prospectus. The consolidated statement of earnings data and consolidated selected balance sheet data set forth below for each of the years ended December 31, 2003 and 2002 are derived from, and are qualified by reference to, the consolidated audited financial statements and notes thereto incorporated by reference into the Prospectus. The consolidated statement of earnings data set forth below for the six months and three months ended June 30, 2004 and 2003, and the consolidated selected balance sheet data as of June 30, 2004 and 2003 are derived from, and are qualified by reference to, our condensed consolidated financial statements and notes thereto incorporated by reference into the Prospectus, which are unaudited but which, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such information. Interim results may not be indicative of results of the remainder of the year. Historical results are not necessarily indicative of our future results of operations or financial performance. For more complete financial information, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 at the SEC’s web site at http://www.sec.gov or otherwise as described under “Where You Can Find More Information” in the Prospectus.

					Three Months Ended						Six Months Ended						Year Ended
					June 30,						June 30,						December 31,
					2004			2003			2004			2003			2003			2002
					(In thousands, except per share data)
Statement of Earnings Data (1):
Revenues
	Gain on sale of loans and securities				$	1,277,331		$	1,710,927		$	2,635,998		$	3,063,497		$	5,890,325		$	3,471,218
	Interest income					1,074,326			805,167			2,124,076			1,447,289			3,342,200			2,253,296
	Interest expense					(575,778	)		(509,127	)		(1,093,333	)		(923,256	)		(1,940,207	)		(1,461,066	)
			Net interest income			498,548			296,040			1,030,743			524,033			1,401,993			792,230
	Provision for loan losses					(19,747	)		(7,222	)		(40,528	)		(14,825	)		(48,204	)		(26,565	)
			Net interest income after provision for loan losses			478,801			288,818			990,215			509,208			1,353,789			765,665
	Loan servicing fees and other income from retained interests					802,632			692,910			1,559,413			1,296,169			2,804,338			2,028,922
	Amortization of mortgage servicing rights					(569,977	)		(557,274	)		(983,659	)		(919,774	)		(2,069,246	)		(1,267,249	)
	Recovery (impairment) of retained interests					1,179,127			(1,551,847	)		183,482			(2,214,260	)		(1,432,965	)		(3,415,311	)
	Servicing hedge (losses) gains					(1,149,451	)		748,081			(476,655	)		754,442			234,823			1,787,886
		Net loan servicing fees and other income (loss) from retained interests				262,331			(668,130	)		282,581			(1,083,423	)		(463,050	)		(865,752	)
	Net insurance premiums earned					187,252			168,183			382,635			339,319			732,816			561,681
	Commissions and other income					127,389			128,517			248,170			242,735			464,762			358,855
				Total revenues		2,333,104			1,628,315			4,539,599			3,071,336			7,978,642			4,291,667
Expenses
	Compensation expenses					770,090			652,718			1,450,754			1,232,629			2,590,926			1,771,287
	Occupancy and other office expenses					164,111			142,793			331,982			270,335			586,648			447,723
	Insurance claim expenses					83,752			85,851			168,427			173,949			360,046			277,614
	Other operating expenses					172,317			125,631			321,642			248,533			595,250			452,020
				Total expenses		1,190,270			1,006,993			2,272,805			1,925,446			4,132,870			2,948,644

Liquid Yield Option^TM is a trademark of Merrill Lynch & Co., Inc.

			Three Months Ended				Six Months Ended				Year Ended
			June 30,				June 30,				December 31,
			2004		2003		2004		2003		2003		2002
			(In thousands, except per share data)
Earnings before income taxes				1,142,834		621,322		2,266,794		1,145,890		3,845,772		1,343,023
	Provision for income taxes			443,211		238,461		876,199		436,738		1,472,822		501,244
NET EARNINGS			$	699,623	$	382,861	$	1,390,595	$	709,152	$	2,372,950	$	841,779
Per Share Data (2):
	Net earnings per share:
		Basic	$	1.25	$	0.72	$	2.49	$	1.36	$	4.44	$	1.69
		Diluted	$	1.12	$	0.68	$	2.23	$	1.30	$	4.15	$	1.62
	Cash dividends declared per share		$	0.08	$	0.03	$	0.15	$	0.06	$	0.15	$	0.09
	Weighted average shares outstanding:
		Basic		559,766,000		530,064,000		557,866,000		520,580,000		533,920,000		498,960,000
		Diluted		625,794,000		559,548,000		624,232,000		546,856,000		571,126,000		518,896,000

				June 30,				December 31,
				2004		2003		2003		2002
				(In thousands, except per share data)
Selected Balance Sheet Data at End of Period (1):
	Assets:
		Cash		$	680,910	$	601,851	$	633,467	$	613,280
		Mortgage loans and mortgage-backed securities held for sale			19,545,868		35,770,125		24,103,625		15,042,072
		Trading securities owned, at market value			9,122,511		5,959,751		6,996,699		5,983,841
		Trading securities pledged as collateral, at market value			1,608,312		4,794,250		4,118,012		2,708,879
		Securities purchased under agreements to resell			14,639,396		7,477,648		10,348,102		5,997,368
		Loans held for investment, net			33,895,452		12,162,402		26,368,055		6,070,426
		Investments in other financial instruments			7,508,044		13,766,178		12,761,764		10,901,915
		Mortgage servicing rights, net			8,334,826		4,654,664		6,863,625		5,384,933
		Premises and equipment, net			881,042		656,282		755,276		576,688
		Other assets			7,537,074		5,970,229		5,029,048		4,779,129
			Total assets	$	103,753,435	$	91,813,380	$	97,977,673	$	58,058,531
	Liabilities:
		Short-term debt		$	41,342,537	$	47,645,666	$	51,830,250	$	28,311,361
		Long-term debt			26,412,753		17,163,413		20,131,623		14,145,014
		Other			26,553,348		20,609,005		17,931,084		10,441,023
			Total liabilities	$	94,308,638	$	85,418,084	$	89,892,957	$	52,897,398
	Common Shareholders’ Equity			$	9,444,797	$	6,395,296	$	8,084,716	$	5,161,133
Book Value Per Share				$	16.79

Notes:

(1)	Certain prior year amounts reflected in the Statement of Earnings Data and Selected Balance Sheet Data have been reclassified to conform to current year presentation.
(2)	Adjusted to reflect subsequent stock dividends and splits.

			Three Months Ended				Six Months Ended				Year Ended
			June 30,				June 30,				December 31,
			2004		2003		2004		2003		2003		2002
			(Dollar amounts in thousands)
Computation of Ratio of Earnings to Fixed Charges
	Net earnings		$	699,623	$	382,861	$	1,390,595	$	709,152	$	2,372,950	$	841,779
	Income tax expense			443,211		238,461		876,199		436,738		1,472,822		501,244
	Interest expense			575,778		509,127		1,093,333		923,256		1,940,207		1,461,066
	Interest portion ( 1/3) of rental expense			12,114		9,035		23,494		16,659		36,565		26,671
		Earnings available to cover fixed charges	$	1,730,726	$	1,139,484	$	3,383,621	$	2,085,805	$	5,822,544	$	2,830,760
	Fixed charges:
	Interest expense		$	575,778	$	509,127	$	1,093,333	$	923,256	$	1,940,207	$	1,461,066
	Interest portion ( 1/3) of rental expense			12,114		9,035		23,494		16,659		36,565		26,671
		Total fixed charges	$	587,892	$	518,162	$	1,116,827	$	939,915	$	1,976,772	$	1,487,737
	Ratio of earnings to fixed charges			2.94		2.20		3.03		2.22		2.95		1.90