POS AM

As filed with the Securities and Exchange Commission on October 31, 2008

Registration Statement No. 333-147438

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-3

Registration Statement No. 333-147438

UNDER

THE SECURITIES ACT OF 1933

Countrywide Financial Corporation

Countrywide Home Loans, Inc.

(Exact name of registrant as specified in its charter)

Delaware New York	4500 Park Granada Calabasas, CA 91302	26-2209742 13-2631719
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices, including zip code)	(I.R.S. Employer Identification No.)

PAUL G. LANE

Senior Vice President and Assistant General Counsel

Countrywide Financial Corporation

4500 Park Granada

Calabasas, CA 91302

(818) 225-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

BOYD C. CAMPBELL, JR.

McGuireWoods LLP

201 North Tryon Street

Charlotte, North Carolina 28202

Approximate date of commencement of the proposed sale to the public:

Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x		Accelerated filer                    ¨
Non-accelerated filer    ¨	(Do not check if a smaller reporting company)	Smaller reporting company  ¨

This Post-Effective Amendment to the Registration Statement on Form S-3 shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment relates to the Registration Statement filed on Form S-3, File No. 333-147438 (the “Registration Statement”), registering $2,000,000,000 Series A Floating Rate Convertible Senior Debentures Due 2037 and $2,000,000,000 Series B Floating Rate Convertible Senior Debentures Due 2037 of Countrywide Financial Corporation (“CFC”) and the related guarantees by Countrywide Home Loans, Inc. (“CHL”), and 99,181,600 shares of CFC common stock issuable upon conversion of the debentures, for resale by selling securityholder.

This Post-Effective Amendment to the Registration Statement is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Post-Effective Amendment to the Registration Statement.

Exhibit No.	Description of Exhibit
24(a)	Power of Attorney for CFC
24(b)	Power of Attorney for CHL

SIGNATURES.

Pursuant to the requirements of the Securities Act of 1933, as amended, Countrywide Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on this 31st day of October, 2008.

COUNTRYWIDE FINANCIAL CORPORATION
By:	*
	Jack W. Schakett
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer (Principal Executive Officer)	October 31, 2008
Jack W. Schakett
*	Chief Financial Officer (Principal Financial Officer)	October 31, 2008
Anne D. McCallion
*	Director	October 31, 2008
Greg Hobby
*	Director	October 31, 2008
Helen Eggers
*	Director	October 31, 2008
Helga Houston
* Laura K. Milleman	Senior Managing Director, Chief Accounting Officer, Countrywide Home Loans, Inc. (Principal Accounting Officer)	October 31, 2008

*By:	/s/    Paul G. Lane	October 31, 2008
	Paul G. Lane
	Attorney-in-Fact

SIGNATURES.

Pursuant to the requirements of the Securities Act of 1933, as amended, Countrywide Home Loans, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on this 31st day of October, 2008.

COUNTRYWIDE HOME LOANS, INC.
By:	*
	Jack W. Schakett
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Director, President and Chief Executive Officer (Principal Executive Officer)	October 31, 2008
Jack W. Schakett
*	Senior Managing Director and Chief Financial Officer (Principal Financial Officer)	October 31, 2008
Anne D. McCallion
*	Senior Managing Director, Chief Accounting Officer (Principal Accounting Officer)	October 31, 2008
Laura K. Milleman
*	Director, Executive Managing Director, Chief Investment Officer	October 31, 2008
Kevin W. Bartlett

*By:	/s/    Paul G. Lane	October 31, 2008
	Paul Lane
	Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
24(a)	Power of Attorney for CFC
24(b)	Power of Attorney for CHL

EX-24.(A)

Exhibit 24(a)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of Countrywide Financial Corporation and the several undersigned Officers and Directors thereof whose signatures appear below, hereby makes, constitutes and appoints Alice A. Herald, Teresa M. Brenner, Paul Lane, and each of them acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to execute, deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned Officer’s and Director’s capacity or capacities as shown below, one or more post-effective amendments to any effective registration statements of Countrywide Financial Corporation under the Securities Act of 1933, as amended, for the purposes of removing from registration any securities remaining unsold thereunder (the “Post-Effective Amendments”); and each of Countrywide Financial Corporation and said Officers and Directors hereby grants to said attorneys, and to each of them, full power and authority to do and perform each and every act and thing whatsoever as said attorneys or attorney may deem necessary or advisable to carry out fully the intent of this power of attorney to the same extent and with the same effect as Countrywide Financial Corporation might or could do, and as each of said Officers and Directors might or could do personally in his or her capacity or capacities as aforesaid, and each of Countrywide Financial Corporation and said Officers and Directors hereby ratifies and confirms all acts and things which said attorneys or attorney might do or cause to be done by virtue of this power of attorney and its, his or her signature as the same may be signed by said attorneys or attorney, or any of them, to any or all of the following (and/or any and all amendments and supplements to any or all thereof): such Post-Effective Amendments, and all such registration statements, petitions, applications, consents to service of process and other instruments, and any and all documents in support thereof or supplemental thereto, under such securities laws, regulations and requirements as may be applicable.

IN WITNESS WHEREOF, Countrywide Financial Corporation has caused this power of attorney to be signed on its behalf, and each of the undersigned Officers and Directors in the capacity or capacities noted has hereunto set his or her hand as of the date indicated below.

COUNTRYWIDE FINANCIAL CORPORATION

/s/    Jack W. Schakett

Jack W. Schakett

President and Chief Executive Officer

Dated: October 14, 2008

Signature	Title	Date
/s/    Jack W. Schakett	President and Chief Executive Officer (Principal Executive Officer)	October 14, 2008
Jack W. Schakett
/s/    Anne D. McCallion	Chief Financial Officer (Principal Financial Officer)	October 14, 2008
Anne D. McCallion
/s/    Greg Hobby	Director	October 14, 2008
Greg Hobby
/s/    Helen Eggers	Director	October 14, 2008
Helen Eggers
/s/    Helga Houston	Director	October 15, 2008
Helga Houston
/s/    Laura K. Milleman Laura K. Milleman	Senior Managing Director, Chief Accounting Officer, Countrywide Home Loans, Inc. (Principal Accounting Officer)	October 31, 2008

EX-24.(B)

Exhibit 24(b)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of Countrywide Home Loans, Inc. and the several undersigned Officers and Directors thereof whose signatures appear below, hereby makes, constitutes and appoints Alice A. Herald, Teresa M. Brenner, Paul Lane, and each of them acting individually, its, his and her true and lawful attorneys with power to act without any other and with full power of substitution, to execute, deliver and file in its, his and her name and on its, his and her behalf, and in each of the undersigned Officer’s and Director’s capacity or capacities as shown below, one or more post-effective amendments to any effective registration statements of Countrywide Home Loans, Inc. under the Securities Act of 1933, as amended, for the purposes of removing from registration any securities remaining unsold thereunder (the “Post-Effective Amendments”); and each of Countrywide Home Loans, Inc. and said Officers and Directors hereby grants to said attorneys, and to each of them, full power and authority to do and perform each and every act and thing whatsoever as said attorneys or attorney may deem necessary or advisable to carry out fully the intent of this power of attorney to the same extent and with the same effect as Countrywide Home Loans, Inc. might or could do, and as each of said Officers and Directors might or could do personally in his or her capacity or capacities as aforesaid, and each of Countrywide Home Loans, Inc. and said Officers and Directors hereby ratifies and confirms all acts and things which said attorneys or attorney might do or cause to be done by virtue of this power of attorney and its, his or her signature as the same may be signed by said attorneys or attorney, or any of them, to any or all of the following (and/or any and all amendments and supplements to any or all thereof): such Post-Effective Amendments, and all such registration statements, petitions, applications, consents to service of process and other instruments, and any and all documents in support thereof or supplemental thereto, under such securities laws, regulations and requirements as may be applicable.

IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused this power of attorney to be signed on its behalf, and each of the undersigned Officers and Directors in the capacity or capacities noted has hereunto set his or her hand as of the date indicated below.

COUNTRYWIDE HOME LOANS, INC.

/s/    Jack W. Schakett

Jack W. Schakett

President and Chief Executive Officer

Dated: October 14, 2008

Signature	Title	Date
/s/    Jack W. Schakett	Director, President and Chief Executive Officer (Principal Executive Officer)	October 14, 2008
Jack W. Schakett
/s/    Anne D. McCallion	Senior Managing Director and Chief Financial Officer (Principal Financial Officer)	October 14, 2008
Anne D. McCallion
/s/    Laura K. Milleman	Senior Managing Director and Chief Accounting Officer (Principal Accounting Officer)	October 15, 2008
Laura K. Milleman
/s/    Kevin W. Bartlett	Director, Executive Managing Director, Chief Investment Officer	October 15, 2008
Kevin W. Bartlett