Sec Form 4 Filing - Schakett James W @ COUNTRYWIDE FINANCIAL CORP - 2008-07-01

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schakett James W 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 Operations Officer (Last) (First) (Middle) 4500 PARK GRANADA 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2008 (Street) CALABASAS, CA91302 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 07/01/2008 D 15,278 D $ 0 0 D Common Stock 07/01/2008 D 3,096 D $ 0 0 I 401(K)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 9.6 07/01/2008 D 9,490 ( 2 ) 02/12/2003 02/12/2012 Common Stock 9,490 $ 0 0 D Employee Stock Option (Right to Buy) $ 10.89 07/01/2008 D 30,832 03/19/2003 03/19/2012 Common Stock 30,832 $ 0 0 D Employee Stock Option (Right to Buy) $ 14.69 07/01/2008 D 56,002 04/01/2004 04/01/2013 Common Stock 56,002 $ 0 0 D Employee Stock Option (Right to Buy) $ 31.86 07/01/2008 D 16,777 04/01/2005 04/01/2011 Common Stock 16,777 $ 0 0 D Employee Stock Option (Right to Buy) $ 32.6 07/01/2008 D 56,634 04/01/2005 04/01/2011 Common Stock 56,634 $ 0 0 D Employee Stock Option (Right to Buy) $ 9.94 07/01/2008 D 19,500 06/01/2002 06/01/2011 Common Stock 19,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 18.98 07/01/2008 D 18,000 06/11/2004 06/11/2013 Common Stock 18,000 $ 0 0 D Restricted Stock Units $ 0 07/01/2008 D 321,544 04/01/2009 04/01/2018 Common Stock 321,544 $ 0 0 D Restricted Stock Units $ 0 07/01/2008 D 74,473 11/01/2008 11/01/2010 Common Stock 74,473 $ 0 0 D Stock Appreciation Right $ 32.73 07/01/2008 D 56,693 04/01/2008 03/31/2012 Common Stock 56,693 $ 0 0 D Stock Appreciation Right $ 36.45 07/01/2008 D 80,906 04/01/2007 04/03/2011 Common Stock 80,906 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schakett James W 4500 PARK GRANADA CALABASAS, CA91302 EMD,Chief Operations Officer Signatures Becky MacKinnon Attorney-in-fact 07/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All holdings on Table I were disposed of pursuant to merger agreement between issuer and Bank of America Corporation in exchange for 0.1822 of a share for each share of issuer common stock as set forth in the merger agreement. ( 2 )All derivative securities on Table II were converted automatically into equity based awards of Bank of America Corporation. The number of common shares subject to the equity based awards and any exercise prices were adjusted based on the exchange ratio of 0.1822 as set forth in the merger agreement.

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).

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