SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GARCIA CARLOS MANUEL

(Last)

(First)

(Middle)

4500 PARK GRANADA

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COUNTRYWIDE FINANCIAL CORP [ CFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EMD, Chief of Bank and Ins ops

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							734,493	D
Common Stock							34,712⁽¹⁾	I	401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$6.77						06/02/1998	06/02/2007	Common Stock	160,000		160,000	D
Employee Stock Option (Right to Buy)	$11.68						06/01/1999	06/01/2008	Common Stock	140,000		140,000	D
Employee Stock Option (Right to Buy)	$5.8						07/11/1997	07/11/2006	Common Stock	160,004		160,004	D
Employee Stock Option (Right to Buy)	$10.89						03/19/2003	03/19/2012	Common Stock	106,000		106,000	D
Employee Stock Option (Right to Buy)	$14.69						04/01/2004	04/01/2013	Common Stock	168,000		168,000	D
Employee Stock Option (Right to Buy)	$9.94						06/01/2002	06/01/2011	Common Stock	200,002		200,002	D
Employee Stock Option (Right to Buy)	$9.6						02/12/2003	02/12/2012	Common Stock	94,000		94,000	D
Employee Stock Option (Right to Buy)	$18.98						06/11/2004	06/11/2013	Common Stock	72,000		72,000	D
Employee Stock Option (Right to Buy)	$31.86						04/01/2005	04/01/2009	Common Stock	131,432		131,432	D
Employee Stock Opiton (Right to Buy)	$32.6						04/01/2005	04/01/2010	Common Stock	129,450		129,450	D

Explanation of Responses:

1. The reporting person acquired 694 shares in the Countrywide Stock Fund (the Fund) of the Countrywide 401(k) Savings and Investment Plan. 401(k) share information is provided by the third party plan administrator, and is subject the change due to the unitized nature of the Fund. The information presented is as of December 31, 2005.

	Carlos M. Garcia	02/09/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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