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 16, 2006

Countrywide Financial Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8422	13-2641992
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

4500 Park Granada, Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)

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

N/A
(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 1.6

Exhibit 4.27

Exhibit 4.28

Exhibit 5.3

Item 8.01. Other Events.

     On May 15, 2006, Countrywide Financial Corporation filed a prospectus supplement, dated May 11, 2006, under its Registration Statement on Form S-3 (333-131707, 333-131707-01, 333-131707-02 and 333-131707-03) relating to the offering of $1,000,000,000 aggregate principal amount of its 6.25% Subordinated Notes due May 15, 2016 (the “Subordinated Notes”). Exhibits are filed herewith in connection with the issuance of the Subordinated Notes on May 16, 2006.

Item 9.01. Exhibits.

(d) Exhibits

1.6	Underwriting Agreement, dated May 11, 2006, regarding the 6.25% Subordinated Notes due May 15, 2016.
4.27	Indenture, dated May 16, 2006, between Countrywide Financial Corporation and The Bank of New York, as Trustee, relating to the 6.25% Subordinated Notes due May 15, 2016.
4.28	Form of 6.25% Subordinated Note due May 15, 2016 of Countrywide Financial Corporation.
5.3	Opinion of Munger, Tolles & Olson LLP, counsel to Countrywide Financial Corporation, as to the validity of the 6.25% Subordinated Notes due May 15, 2016.
8.2	Opinion of Munger, Tolles & Olson LLP, counsel to Countrywide Financial Corporation, as to certain tax matters (included in Exhibit 5.3).
23.5	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.3).
23.6	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.3).

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SIGNATURES

     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: May 16, 2006	By:	/s/ Bradley W. Coburn
	Name:	Bradley W. Coburn
	Title:	Managing Director, Assistant Treasurer, Cash Management

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EXHIBIT INDEX

Exhibit No.	Description
1.6	Underwriting Agreement, dated May 11, 2006, regarding the 6.25% Subordinated Notes due May 15, 2016.
4.27	Indenture, dated May 16, 2006, between Countrywide Financial Corporation and The Bank of New York, as Trustee, relating to the 6.25% Subordinated Notes due May 15, 2016.
4.28	Form of 6.25% Subordinated Note due May 15, 2016 of Countrywide Financial Corporation.
5.3	Opinion of Munger, Tolles & Olson LLP, counsel to Countrywide Financial Corporation, as to the validity of the 6.25% Subordinated Notes due May 15, 2016.
8.2	Opinion of Munger, Tolles & Olson LLP, counsel to Countrywide Financial Corporation, as to certain tax matters (included in Exhibit 5.3).
23.5	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.3).
23.6	Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.3).

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