8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 22, 2007

COUNTRYWIDE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-8422
(Commission
File Number) 13-2641992
(IRS Employer
Identification No.)

4500 Park Granada, Calabasas, CA
(Address of principal executive offices) 91302
(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))

Explanatory Note

     This Amendment No. 1 is being filed by Countrywide Financial Corporation (the “Company”) to amend the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 28, 2007 (the “Initial Report”) to reflect a correction of a scrivener’s error in the Certificate of Designations of 7.25% Series B Non-Voting Convertible Preferred Stock of the Company (the “Certificate of Designations”). This Amendment No. 1 restates Item 5.03 of the Initial Report to clarify that the Initial Dividend Period of the 7.25% Series B Non-Voting Convertible Preferred Stock, par value $0.05 per share, ended on September 30, 2007 instead of ending on November 15, 2007.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     The information set forth in Item 1.01 hereof is incorporated herein by reference.

     On August 22, 2007, the Company amended its restated certificate of incorporation by filing the Certificate of Designations of 7.25% Series B Non-Voting Convertible Preferred Stock of Countrywide Financial Corporation (the “Company”), filed with the Secretary of State of the State of Delaware on August 22, 2007 (the “Certificate of Designations”). A copy of the Certificate of Designations is attached hereto as Exhibit 3.1. On November 1, 2007, the Company filed a Certificate of Correction of Certificate of Designations of the Company (the “Certificate of Correction”) with the Secretary of State of the State of Delaware to clarify in the Certificate of Designations that the Initial Dividend Period of the 7.25% Series B Non-Voting Convertible Preferred Stock, par value $0.05 per share, ended on September 30, 2007. A copy of the Certificate of Correction is attached hereto as Exhibit 3.2 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

     A copy of the Certificate of Correction is attached hereto as Exhibit 3.2. All other exhibits referenced herein or in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 28, 2007 (the “Initial Report”) were filed with the Initial Report.

(d) Exhibits.

Exhibit No.	Description
3.2	Certificate of Correction of Certificate of Designations of Countrywide Financial Corporation, filed with the Secretary of State of the State of Delaware on November 1, 2007

-2-

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
	/s/ Susan E. Bow
Dated: November 2, 2007	Name:	Susan E. Bow
	Title:	Senior Managing Director, General Counsel, Corporate and Securities and Corporate Secretary

-3-

Exhibit Index

Exhibit No.	Description
3.2	Certificate of Correction of Certificate of Designations of Countrywide Financial Corporation, filed with the Secretary of State of the State of Delaware on November 1, 2007

EX-3.2

Exhibit 3.2

CERTIFICATE OF CORRECTION OF
CERTIFICATE OF DESIGNATIONS OF
COUNTRYWIDE FINANCIAL CORPORATION

COUNTRYWIDE FINANCIAL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 thereof,

DOES HEREBY CERTIFY:

1.	The name of the Company is Countrywide Financial Corporation.
2.	That a Certificate of Designations of 7.25% Series B Non-Voting Convertible Preferred Stock of the Company (the “Certificate”) was filed with the Secretary of State of the State of Delaware on August 22, 2007 and that said Certificate requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
3.	The inaccuracy or defect of the Certificate to be corrected is that the second to last sentence of Section 2(a) of the Certificate inadvertently provided that the Initial Dividend Period ends on November 15, 2007. Section 2(a) of the Certificate should have provided that the Initial Dividend Period ends on September 30, 2007.
4.	The second to the last sentence of Section 2(a) of the Certificate is hereby deleted in its entirety and replaced with the following sentence:

“The dividend to be paid to holders of the Preferred Stock on the Initial Dividend Payment Date shall be payable in respect of the Dividend Period (the “Initial Dividend Period”) commencing on and including the Issue Date (as defined below) and ending on and including September 30, 2007.”

5. All other provisions of the Certificate remain unchanged.

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be executed this 1^st day of November, 2007.

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