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

~~FORM~~Washington, ~~8-K~~D.C. ~~CURRENT REPORT~~20549

~~PURSUANT~~FORM ~~TO SECTION 13 OR 15(d) OF THE~~ 8-K ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report~~TO ~~(Date~~SECTION of13 ~~earliest~~OR ~~event reported~~15(d): ~~May~~OF ~~27,~~THE SECURITIES ~~2008~~EXCHANGE ACT OF 1934

~~COUNTRYWIDE FINANCIAL CORPORATION~~ ~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): June 25, 2008

COUNTRYWIDE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-8422

Delaware	13-2641992
(State of incorporation)	(I.R.S. Employer Identification No.)
4500 Park Granada, Calabasas, CA	91302
(Address of principal executive offices)	(Zip Code)


Delaware (State of incorporation)		13-2641992 (I.R.S. 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

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:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o ~~5.04.~~Soliciting ~~Temporary~~material ~~Suspension~~pursuant ofto ~~Trading~~Rule ~~Under~~14a-12 ~~Registrant’s~~under ~~Employee~~the ~~Benefit~~Exchange ~~Plans~~Act (17 CFR 240.14a-12)

Ono ~~May~~Pre-commencement ~~27,~~communications ~~2008,~~pursuant ~~Countrywide~~to ~~Financial~~Rule ~~Corporation~~ 14d-2(~~“Countrywide”~~b) ~~received~~under ~~notice from~~ the ~~trustee/administrator~~Exchange ofAct ~~the Company 401~~(k)17 ~~Savings~~CFR ~~and Investment Plan (the “Plan”) that a “blackout period” for the Plan would be imposed on transactions by Plan participants involving the Countrywide Stock Fund~~240. ~~On June~~ 14d-2~~, 2008, Countrywide sent a notice to its directors and executive officers informing them that:~~ (1b) ~~the Plan blackout period is expected to begin as of 4:00 p.m., Eastern Time, on June 27, 2008 and end the morning of July 2, 2008, and (2~~) ~~the directors and executive officers generally will be unable to trade in Countrywide common stock and related equity securities during the Plan blackout period.~~

~~The~~o ~~Plan~~Pre-commencement ~~blackout~~communications ~~period~~pursuant ~~is being implemented~~ to ~~provide~~Rule ~~for~~13e-4(c) the conversion of shares of Countrywide common stock into shares of Bank of America common stock held by the Countrywide Stock Fund, which will become the Bank of America Corporation Common Stock Fund, as a result of the closing of the acquisition of Countrywide by Bank of America Corporation. Access to the Countrywide Stock Fund held in accounts under the ~~Plan~~Exchange ~~will~~Act be(17 ~~suspended~~CFR for the blackout period so that Plan participants will be unable to engage in certain transactions involving the Countrywide Stock Fund held in their Plan accounts, including exchange, distribution, contribution and loan transactions240. 13e-4(c))

AItem ~~copy of the blackout notice to directors and executive officers of Countrywide, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99~~8.~~1 and is incorporated herein by reference~~01. Other Events

Item 9.01. Financial Statements and Exhibits.
Exhibit No.		Description
99.1	Blackout Notice to Directors and Executive Officers of Countrywide Financial Corporation dated June 2, 2008

On June 25, 2008, Countrywide Financial Corporation (“Countrywide”) issued a press release announcing that Countrywide’s stockholders approved the merger of Countrywide with a wholly-owned subsidiary of Bank of America Corporation.

~~SIGNATURE~~ A copy of the press release is attached hereto as Exhibit 99.1.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

			COUNTRYWIDE FINANCIAL CORPORATION
Exhibit No.			Description
Date:		June 2, 2008	By: /s/ Susan E. Bow
	99.1		Press Release of Countrywide Financial Corporation dated June 25, 2008
			Susan E. Bow
			Senior Managing Director, General Counsel,
			Corporate and Securities and Corporate Secretary

		INDEX OF EXHIBITS
Number		Exhibit
99.1		Blackout Notice to Directors and Executive Officers of Countrywide Financial Corporation dated June 2, 2008

SIGNATURE

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

Date: June 25, 2008

EXHIBIT INDEX


Exhibit No.		Description
	99.1	Press Release of Countrywide Financial Corporation dated June 25, 2008

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