<HTML>
<HEAD>
<TITLE>Form S-8 Feb 20, 2004</TITLE>
</HEAD>
<BODY>



<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                               As filed with the Securities and Exchange Commission on February 20, 2004
</FONT></P>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                                                        Registration Statement No. 333-
</FONT></P>

<HR SIZE=5 COLOR=GRAY NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES<BR>SECURITIES
AND EXCHANGE COMMISSION<BR>Washington,
D.C. 20549</FONT></H1>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8<BR>
REGISTRATION
STATEMENT<BR>
UNDER THE
SECURITIES ACT OF 1933</FONT></H1>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>COUNTRYWIDE
FINANCIAL CORPORATION</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                        (Exact name of registrant as specified in its charter)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Delaware</B><BR>

                                    (State or other jurisdiction of incorporation or organization)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>13-2641992</B><BR>

                                                 (I.R.S. Employer Identification No.)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>4500 Park
Granada<BR>

Calabasas,
California 91302</B><BR>

                                     (Address of principal executive offices, including zip code)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>COUNTRYWIDE
FINANCIAL CORPORATION SELECTED EMPLOYEE<BR>DEFERRED
COMPENSATION PLAN</B><BR>

                                                       (Full title of the Plan)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Sandor E.
Samuels, Chief Legal Officer<BR>Countrywide
Financial Corporation<BR>4500 Park
Granada<BR>Calabasas,
CA 91302</B><BR>

                                                (Name and address of agent for service)</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(818)
225-3000</B><BR>

                                     (Telephone number, including area code, of agent for service)</FONT></H1>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>


<!-- MARKER PAGE="sheet: 1; page: 1" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION
OF REGISTRATION FEE</FONT></H1>

<PRE>
============================================= ===================== ================= ================ ===============
                                                                        Proposed         Proposed
            Title of each class                      Amount             maximum           maximum        Amount of
              of securities to                       to be           offering price      aggregate      registration
               be registered                       registered           per unit      offering price        fee
============================================= ===================== ================= ================ ===============

Deferred Compensation Obligations(1) . .          $10,000,000           100%(2)         $10,000,000     $1,267.00(3)
============================================= ===================== ================= ================ ===============
</PRE>

<OL TYPE=1>
<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Deferred Compensation Obligations being registered are general unsecured obligations of Countrywide
      Financial Corporation to pay deferred compensation in the future to participating members of a select group
      of employees in accordance with the terms of the Countrywide Financial Corporation Selected Employee Deferred
      Compensation Plan.
</FONT></LI>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Estimated
solely for the purpose of determining the registration fee.
</FONT></LI>


<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     Calculated pursuant to Rule 457(h).
</FONT></LI>
</OL>



<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                PART I<BR><BR>

                                                      INFORMATION REQUIRED IN THE<BR>
                                                       SECTION 10(a) PROSPECTUS
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The document(s) containing
the information specified in Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). Such
documents need not be filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                PART II<BR><BR>

                                                      INFORMATION REQUIRED IN THE<BR>
                                                        REGISTRATION STATEMENT
</FONT></P>


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3.
Incorporation of Certain Documents by Reference</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents of
Countrywide Financial Corporation (the &#147;Company&#148;) filed with the
Commission are incorporated herein by reference: </FONT></P>

 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;      The Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2002;
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;      The Company's Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 2003, June 30, 2003
         and September 30, 2003; and
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;      The Company's Current Reports on Form 8-K filed with the Commission on March 4, 2003, April 15, 2003,
         September 5, 2003 and January 12, 2004.
</FONT></TD>
</TR></TABLE><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4.
Description of Securities</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Countrywide Financial
Corporation Selected Employee Deferred Compensation Plan (the &#147;Plan&#148;)
provides a select group of employees (&#147;Eligible Employees&#148;) of the
Company and certain of its affiliates with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of the Company under the
Plan (the &#147;Deferred Compensation Obligations&#148;) will be general
unsecured obligations of the Company to pay deferred compensation in the future
to participating Eligible Employees (&#147;Participants&#148;) in accordance
with the terms of the Plan from the general assets of the Company and will rank
pari passu with other unsecured and unsubordinated indebtedness of the Company
from time to time outstanding. The Deferred Compensation Obligations include
compensation deferred by Participants, contributions made to Participants&#146;
Plan accounts by the Company and investment earnings (or losses) thereon. Such
obligations will be denominated and payable in United States dollars. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Subject to certain limits
set forth in the Plan, each Participant may elect to defer a fixed dollar amount
or a percentage up to 75% of his or her salary payable with respect to a
particular calendar year and/or up to 75% of his or her bonus, if any, with
respect to a particular calendar year of the Company. The Company may, in its
sole discretion, make a discretionary contribution in any amount on behalf of
one or more Participants each calendar year and may, in its sole discretion,
make a matching contribution on behalf of one or more Participants of up to 10%
of such Participant&#146;s contributions during the calendar year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company maintains
bookkeeping accounts to which Participants&#146; deferrals are credited &#151;
salary and bonus deferrals are credited to a Participant&#146;s &#147;Deferred
Account,&#148; Company discretionary contributions are credited to a
Participant&#146;s &#147;Company Contributions Account&#148; and Company
matching contributions are credited to a Participant&#146;s &#147;Company
Discretionary Match Account.&#148; A Participant is 100% vested in his or her
Deferred Account at all times. While the Participant is employed by the Company
or its affiliates, he or she becomes vested in any of his or her Company
Contributions Account and Company Discretionary Match Account ratably over the
four-year period after a contribution is made. The Participant becomes fully
vested in all amounts in his or her Company Contributions Account and Company
Discretionary Match Account upon certain terminations of employment, including
in connection with a change in control of the Company or the Participant&#146;s
retirement, death or disability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Deferred compensation and
vested Company contributions (adjusted for deemed investment returns) are
generally distributed upon termination of employment. However, participants may
elect an in-service distribution date, provided that such date is at least three
years after the end of the calendar year during which the salary was earned, or,
in the case of bonus deferrals, is at least three years after the end of the
calendar year with respect to which the bonus was awarded. Participants may also
request an early distribution of deferred compensation in the event of an
unforeseeable financial emergency. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Participants may elect that
their Plan benefits be distributed in a lump sum or in monthly installments over
a variety of periods depending on the Participant&#146;s election and the basis
for the distribution. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No amount payable or
deliverable under the Plan will be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, voluntary or involuntary.
Any attempt to dispose of any rights to benefits payable under the Plan shall be
void. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company reserves the
right to amend or terminate the Plan at any time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The total amount of the
Deferred Compensation Obligations are not determinable because the amount will
vary depending upon the level of participation by Eligible Employees and the
amounts of their salaries and bonuses. The duration of the Plan is indefinite. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Deferred Compensation
Obligations are not convertible into another security of the Company. The
Deferred Compensation Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Company. Each
Participant will be responsible for acting independently with respect to, among
other things, the giving of notices, responding to any requests for consents,
waivers or amendments pertaining to the Deferred Compensation Obligations,
enforcing covenants and taking action upon a default by the Company. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.
Interests of Named Experts and Counsel</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 Not applicable.
</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6. Indemnification
of Directors and Officers</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 145 of the Delaware
General Corporation Law provides, in substance, that Delaware corporations shall
have the power, under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses incurred in any such action, suit or proceeding. The
Delaware General Corporation Law also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Article SIXTH of the
Company&#146;s Certificate of Incorporation provides that the Company may
indemnify its directors and officers to the full extent permitted by the laws of
the State of Delaware. Article VIII of the Company&#146;s Bylaws provides that
the Company shall indemnify its directors and officers against any threatened,
pending or completed action, suit or proceeding or investigation brought against
such directors and officers by reason of the fact that such persons were
directors or officers, provided that such persons acted in good faith and in a
manner which they reasonably believed to be in or not opposed to the best
interest of the Company; except that in the case of actions brought by or in the
right of the Company to procure a judgment in its favor, no indemnification is
permitted in respect of any claim, issue or matter as to which any such director
or officer shall have been adjudged to be liable to the Company, unless the
court in which the action was brought determines that such person is entitled to
indemnification. The Company&#146;s Bylaws further contemplate that the
indemnification provisions permitted thereunder are not exclusive of any other
rights to which the directors and officers are otherwise entitled by means of
Bylaw provisions, agreements, votes of stockholders or disinterested directors
or otherwise. In addition, the Company has entered into indemnity agreements
with each of its directors and executive officers, whereby such individuals are
indemnified by the Company up to an aggregate limit of $5,000,000 for any claims
made against such individuals based on any act, omission or breach of duty
committed while acting as a director or officer, except, among other things,
cases involving dishonesty or improper personal benefit. The Company also
maintains insurance policies pursuant to which its directors and officers are
insured against certain liabilities which might arise out of their relationship
with the Company as directors and officers. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Article SEVENTH of the
Company&#146;s Certificate of Incorporation provides that a director of the
Company shall have no personal liability to the Company or its stockholders for
monetary damages for breach of his fiduciary duty of care as a director to the
full extent permitted by the Delaware General Corporation Law, as it may be
amended form time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The foregoing summaries are
qualified in their entirety by reference to the complete text of the DGCL, the
Registrant&#146;s certificate of incorporation, the Registrant&#146;s bylaws and
the agreements referred to above. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7.
Exemption from Registration Claimed</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Not applicable.
</FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. Exhibits</FONT></H2>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exhibit<BR>
<U>Number</U>
</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<BR><U>Description of Exhibit</U>
</FONT></TD>
</TR></TABLE><BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
4.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Countrywide Financial Corporation Selected Employee Deferred Compensation Plan.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
5.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Opinion of Sandor E. Samuels, Esq.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
23.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Consent of Grant Thornton LLP, Independent Auditors.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
23.2</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Consent of Sandor E. Samuels (included in Exhibit 5.1 to this Registration Statement).
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
24.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Power of Attorney (included in this Registration Statement under "Signatures").
</FONT></TD>
</TR></TABLE><BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. Undertakings</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         1.&nbsp;&nbsp;       The undersigned registrant hereby undertakes:
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (a)&nbsp;&nbsp;      To file, during any period in which offers or sales are being made, a post-effective amendment to this
         Registration Statement:</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           (i)&nbsp;&nbsp;      To include any prospectus required by Section 10(a)(3) of the Securities Act;
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           (ii)       To reflect in the prospectus any facts or events arising after the effective date of this
                  Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
                  aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           (iii)&nbsp;&nbsp;    To include any material information with respect to the plan of distribution not previously
                  disclosed in this Registration Statement or any material change to such information in this Registration Statement;
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>provided,
however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (b)&nbsp;&nbsp;      That, for the purpose of determining any liability under the Securities Act, each such post-effective
         amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
         such securities at that time shall be deemed to be the initial bona fide offering thereof.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  (c)&nbsp;&nbsp;      To remove from registration by means of a post-effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.
</FONT></TD></TR></TABLE><BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         2.&nbsp;&nbsp;      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3. &nbsp;&nbsp;      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive
officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
</FONT></P>


<!-- MARKER PAGE="sheet: 3; page: 3" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Calabasas,
State of California, on the 19th day of February, 2004. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                                     COUNTRYWIDE FINANCIAL CORPORATION<BR><BR><BR><BR>


                                                     By:&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/  Stanford L. Kurland
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
                                                     Name:&nbsp;  Stanford L. Kurland<BR>
                                                     Title:&nbsp;    President and Chief Operating Officer<BR>
</FONT></TD>
</TR></TABLE><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF
ATTORNEY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each person whose signature
appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland,
Thomas K. McLaughlin, Laura Milleman and Sandor E. Samuels, or each of them
individually, his or her true and lawful attorneys-in-fact and agents with full
powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them
individually, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated. </FONT></P>

<PRE>
                  Signature                                      Title                              Date

             /s/ Angelo R. Mozilo                       Chairman of the Board of
----------------------------------------------       Directors and Chief Executive
                                                      Officer (Principal Executive
                Angelo R. Mozilo                           Officer); Director                 February 19, 2004


                                                     Executive Managing Director and
                                                        Chief Financial Officer
                                                     (Principal Financial Officer)
           /s/ Thomas K. McLaughlin                                                           February 19, 2004
----------------------------------------------
               Thomas K. McLaughlin


                                                      Managing Director and Chief
                                                     Accounting Officer (Principal
                                                          Accounting Officer)
              /s/ Laura Milleman                                                              February 19, 2004
----------------------------------------------
                  Laura Milleman



             /s/ Henry G. Cisneros                              Director
----------------------------------------------
                                                                                              February 19, 2004
                Henry G. Cisneros



          /s/ Jeffrey M. Cunningham                             Director
----------------------------------------------
                                                                                              February 19, 2004
              Jeffrey M. Cunningham



             /s/ Robert J. Donato                               Director
----------------------------------------------
                                                                                              February 19, 2004
                 Robert J. Donato



           /s/ Michael E. Dougherty                             Director
----------------------------------------------
                                                                                              February 19, 2004
               Michael E. Dougherty





                /s/ Ben M. Enis                                 Director                      February 19, 2004
----------------------------------------------

                   Ben M. Enis



               /s/ Edwin Heller                                 Director
----------------------------------------------
                                                                                              February 19, 2004
                   Edwin Heller



          /s/ Gwendolyn Stewart King
----------------------------------------------
                                                                Director                      February 19, 2004
               Gwendolyn Stewart King


                                                     President and Chief Operating
            /s/ Stanford L. Kurland                        Officer; Director
----------------------------------------------
                                                                                              February 19, 2004
                Stanford L. Kurland



             /s/ Martin R. Melone
----------------------------------------------
                                                                Director                      February 19, 2004
                  Martin R. Melone


             /s/ Keith P. Russell
----------------------------------------------
                                                                Director                      February 19, 2004
                  Keith P. Russell


            /s/ Oscar P. Robertson
----------------------------------------------
                                                                Director                      February 19, 2004
                 Oscar P. Robertson



             /s/ Harley W. Snyder
----------------------------------------------
                                                                Director                      February 19, 2004
                  Harley W. Snyder

</PRE>

<!-- MARKER PAGE="sheet: 4; page: 4" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                             EXHIBIT INDEX
</FONT></H1>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Exhibit<BR>
<U>Number</U>
</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<BR><U>Description of Exhibit</U>
</FONT></TD>
</TR></TABLE><BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
4.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Countrywide Financial Corporation Selected Employee Deferred Compensation Plan.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
5.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Opinion of Sandor E. Samuels, Esq.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
23.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Consent of Grant Thornton LLP, Independent Auditors.
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
23.2</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Consent of Sandor E. Samuels (included in Exhibit 5.1 to this Registration Statement).
</FONT></TD>
</TR></TABLE><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
 <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
24.1</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Power of Attorney (included in this Registration Statement under "Signatures").
</FONT></TD>
</TR></TABLE><BR>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "forms8feb20-04.htm", "description": "FORMS8FEB20-04", "secsgml_size_bytes": 36288}]
{"company-data": {"conformed-name": "COUNTRYWIDE FINANCIAL CORP", "cik": "0000025191", "assigned-sic": "6162", "irs-number": "132641992", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112994", "film-number": "04620009"}, "business-address": {"street1": "4500 PARK GRANADA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302", "phone": "8182253000"}, "mail-address": {"street1": "4500 PARK GRANADA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302"}, "former-company": {"former-conformed-name": "COUNTRYWIDE CREDIT INDUSTRIES INC", "date-changed": "19920703"}}
Form S-8 Feb 20, 2004
As filed with the Securities and Exchange Commission on February 20, 2004
Registration Statement No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COUNTRYWIDE
FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2641992
(I.R.S. Employer Identification No.)
4500 Park
Granada
Calabasas,
California 91302
(Address of principal executive offices, including zip code)
COUNTRYWIDE
FINANCIAL CORPORATION SELECTED EMPLOYEE
DEFERRED
COMPENSATION PLAN
(Full title of the Plan)
Sandor E.
Samuels, Chief Legal Officer
Countrywide
Financial Corporation
4500 Park
Granada
Calabasas,
CA 91302
(Name and address of agent for service)
(818)
225-3000
(Telephone number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
============================================= ===================== ================= ================ ===============
                                                                        Proposed         Proposed
            Title of each class                      Amount             maximum           maximum        Amount of
              of securities to                       to be           offering price      aggregate      registration
               be registered                       registered           per unit      offering price        fee
============================================= ===================== ================= ================ ===============

Deferred Compensation Obligations(1) . .          $10,000,000           100%(2)         $10,000,000     $1,267.00(3)
============================================= ===================== ================= ================ ===============
The Deferred Compensation Obligations being registered are general unsecured obligations of Countrywide
      Financial Corporation to pay deferred compensation in the future to participating members of a select group
      of employees in accordance with the terms of the Countrywide Financial Corporation Selected Employee Deferred
      Compensation Plan.
Estimated
solely for the purpose of determining the registration fee.
Calculated pursuant to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing
the information specified in Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference
The following documents of
Countrywide Financial Corporation (the "Company") filed with the
Commission are incorporated herein by reference:
(a)        The Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2002;
(b)        The Company's Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 2003, June 30, 2003
         and September 30, 2003; and
(c)        The Company's Current Reports on Form 8-K filed with the Commission on March 4, 2003, April 15, 2003,
         September 5, 2003 and January 12, 2004.
All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4.
Description of Securities
The Countrywide Financial
Corporation Selected Employee Deferred Compensation Plan (the "Plan")
provides a select group of employees ("Eligible Employees") of the
Company and certain of its affiliates with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of the Company under the
Plan (the "Deferred Compensation Obligations") will be general
unsecured obligations of the Company to pay deferred compensation in the future
to participating Eligible Employees ("Participants") in accordance
with the terms of the Plan from the general assets of the Company and will rank
pari passu with other unsecured and unsubordinated indebtedness of the Company
from time to time outstanding. The Deferred Compensation Obligations include
compensation deferred by Participants, contributions made to Participants'
Plan accounts by the Company and investment earnings (or losses) thereon. Such
obligations will be denominated and payable in United States dollars.
Subject to certain limits
set forth in the Plan, each Participant may elect to defer a fixed dollar amount
or a percentage up to 75% of his or her salary payable with respect to a
particular calendar year and/or up to 75% of his or her bonus, if any, with
respect to a particular calendar year of the Company. The Company may, in its
sole discretion, make a discretionary contribution in any amount on behalf of
one or more Participants each calendar year and may, in its sole discretion,
make a matching contribution on behalf of one or more Participants of up to 10%
of such Participant's contributions during the calendar year.
The Company maintains
bookkeeping accounts to which Participants' deferrals are credited —
salary and bonus deferrals are credited to a Participant's "Deferred
Account," Company discretionary contributions are credited to a
Participant's "Company Contributions Account" and Company
matching contributions are credited to a Participant's "Company
Discretionary Match Account." A Participant is 100% vested in his or her
Deferred Account at all times. While the Participant is employed by the Company
or its affiliates, he or she becomes vested in any of his or her Company
Contributions Account and Company Discretionary Match Account ratably over the
four-year period after a contribution is made. The Participant becomes fully
vested in all amounts in his or her Company Contributions Account and Company
Discretionary Match Account upon certain terminations of employment, including
in connection with a change in control of the Company or the Participant's
retirement, death or disability.
Deferred compensation and
vested Company contributions (adjusted for deemed investment returns) are
generally distributed upon termination of employment. However, participants may
elect an in-service distribution date, provided that such date is at least three
years after the end of the calendar year during which the salary was earned, or,
in the case of bonus deferrals, is at least three years after the end of the
calendar year with respect to which the bonus was awarded. Participants may also
request an early distribution of deferred compensation in the event of an
unforeseeable financial emergency.
Participants may elect that
their Plan benefits be distributed in a lump sum or in monthly installments over
a variety of periods depending on the Participant's election and the basis
for the distribution.
No amount payable or
deliverable under the Plan will be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, voluntary or involuntary.
Any attempt to dispose of any rights to benefits payable under the Plan shall be
void.
The Company reserves the
right to amend or terminate the Plan at any time.
The total amount of the
Deferred Compensation Obligations are not determinable because the amount will
vary depending upon the level of participation by Eligible Employees and the
amounts of their salaries and bonuses. The duration of the Plan is indefinite.
The Deferred Compensation
Obligations are not convertible into another security of the Company. The
Deferred Compensation Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Company. Each
Participant will be responsible for acting independently with respect to, among
other things, the giving of notices, responding to any requests for consents,
waivers or amendments pertaining to the Deferred Compensation Obligations,
enforcing covenants and taking action upon a default by the Company.
Item 5.
Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
Section 145 of the Delaware
General Corporation Law provides, in substance, that Delaware corporations shall
have the power, under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses incurred in any such action, suit or proceeding. The
Delaware General Corporation Law also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent.
Article SIXTH of the
Company's Certificate of Incorporation provides that the Company may
indemnify its directors and officers to the full extent permitted by the laws of
the State of Delaware. Article VIII of the Company's Bylaws provides that
the Company shall indemnify its directors and officers against any threatened,
pending or completed action, suit or proceeding or investigation brought against
such directors and officers by reason of the fact that such persons were
directors or officers, provided that such persons acted in good faith and in a
manner which they reasonably believed to be in or not opposed to the best
interest of the Company; except that in the case of actions brought by or in the
right of the Company to procure a judgment in its favor, no indemnification is
permitted in respect of any claim, issue or matter as to which any such director
or officer shall have been adjudged to be liable to the Company, unless the
court in which the action was brought determines that such person is entitled to
indemnification. The Company's Bylaws further contemplate that the
indemnification provisions permitted thereunder are not exclusive of any other
rights to which the directors and officers are otherwise entitled by means of
Bylaw provisions, agreements, votes of stockholders or disinterested directors
or otherwise. In addition, the Company has entered into indemnity agreements
with each of its directors and executive officers, whereby such individuals are
indemnified by the Company up to an aggregate limit of $5,000,000 for any claims
made against such individuals based on any act, omission or breach of duty
committed while acting as a director or officer, except, among other things,
cases involving dishonesty or improper personal benefit. The Company also
maintains insurance policies pursuant to which its directors and officers are
insured against certain liabilities which might arise out of their relationship
with the Company as directors and officers.
Article SEVENTH of the
Company's Certificate of Incorporation provides that a director of the
Company shall have no personal liability to the Company or its stockholders for
monetary damages for breach of his fiduciary duty of care as a director to the
full extent permitted by the Delaware General Corporation Law, as it may be
amended form time to time.
The foregoing summaries are
qualified in their entirety by reference to the complete text of the DGCL, the
Registrant's certificate of incorporation, the Registrant's bylaws and
the agreements referred to above.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number
Description of Exhibit
4.1
Countrywide Financial Corporation Selected Employee Deferred Compensation Plan.
5.1
Opinion of Sandor E. Samuels, Esq.
23.1
Consent of Grant Thornton LLP, Independent Auditors.
23.2
Consent of Sandor E. Samuels (included in Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (included in this Registration Statement under "Signatures").
Item 9. Undertakings
1.         The undersigned registrant hereby undertakes:
(a)        To file, during any period in which offers or sales are being made, a post-effective amendment to this
         Registration Statement:
(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)       To reflect in the prospectus any facts or events arising after the effective date of this
                  Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
                  aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii)      To include any material information with respect to the plan of distribution not previously
                  disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(b)        That, for the purpose of determining any liability under the Securities Act, each such post-effective
         amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
         such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)        To remove from registration by means of a post-effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.
2.        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.         Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive
officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Calabasas,
State of California, on the 19th day of February, 2004.
COUNTRYWIDE FINANCIAL CORPORATION
By:
/s/  Stanford L. Kurland
Name:   Stanford L. Kurland
Title:     President and Chief Operating Officer
POWER OF
ATTORNEY
Each person whose signature
appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland,
Thomas K. McLaughlin, Laura Milleman and Sandor E. Samuels, or each of them
individually, his or her true and lawful attorneys-in-fact and agents with full
powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them
individually, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the
requirements of the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature                                      Title                              Date

             /s/ Angelo R. Mozilo                       Chairman of the Board of
----------------------------------------------       Directors and Chief Executive
                                                      Officer (Principal Executive
                Angelo R. Mozilo                           Officer); Director                 February 19, 2004

                                                     Executive Managing Director and
                                                        Chief Financial Officer
                                                     (Principal Financial Officer)
           /s/ Thomas K. McLaughlin                                                           February 19, 2004
----------------------------------------------
               Thomas K. McLaughlin

                                                      Managing Director and Chief
                                                     Accounting Officer (Principal
                                                          Accounting Officer)
              /s/ Laura Milleman                                                              February 19, 2004
----------------------------------------------
                  Laura Milleman

             /s/ Henry G. Cisneros                              Director
----------------------------------------------
                                                                                              February 19, 2004
                Henry G. Cisneros

          /s/ Jeffrey M. Cunningham                             Director
----------------------------------------------
                                                                                              February 19, 2004
              Jeffrey M. Cunningham

             /s/ Robert J. Donato                               Director
----------------------------------------------
                                                                                              February 19, 2004
                 Robert J. Donato

           /s/ Michael E. Dougherty                             Director
----------------------------------------------
                                                                                              February 19, 2004
               Michael E. Dougherty

                /s/ Ben M. Enis                                 Director                      February 19, 2004
----------------------------------------------

                   Ben M. Enis

               /s/ Edwin Heller                                 Director
----------------------------------------------
                                                                                              February 19, 2004
                   Edwin Heller

          /s/ Gwendolyn Stewart King
----------------------------------------------
                                                                Director                      February 19, 2004
               Gwendolyn Stewart King

                                                     President and Chief Operating
            /s/ Stanford L. Kurland                        Officer; Director
----------------------------------------------
                                                                                              February 19, 2004
                Stanford L. Kurland

             /s/ Martin R. Melone
----------------------------------------------
                                                                Director                      February 19, 2004
                  Martin R. Melone

             /s/ Keith P. Russell
----------------------------------------------
                                                                Director                      February 19, 2004
                  Keith P. Russell

            /s/ Oscar P. Robertson
----------------------------------------------
                                                                Director                      February 19, 2004
                 Oscar P. Robertson

             /s/ Harley W. Snyder
----------------------------------------------
                                                                Director                      February 19, 2004
                  Harley W. Snyder
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
4.1
Countrywide Financial Corporation Selected Employee Deferred Compensation Plan.
5.1
Opinion of Sandor E. Samuels, Esq.
23.1
Consent of Grant Thornton LLP, Independent Auditors.
23.2
Consent of Sandor E. Samuels (included in Exhibit 5.1 to this Registration Statement).
24.1
Power of Attorney (included in this Registration Statement under "Signatures").