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03/31/08 2:28 PM

#667 RE: TheInvisibleHand ™ #666

Don't be fooled..........this will assure the price is coming back down. Lots of money for employee pay outs from the market. Instead of paying salaries from generated revenues they want the market to pay them.

As filed with the Securities and Exchange Commission on March 24, 2008
Registration 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 COPORATION
(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, CA
(Address of Principal Executive Offices)
91302
(Zip Code)

Countrywide Financial Corporation
401(k) Savings and Investment Plan
(as amended and restated effective January 1, 2007)
(Full title of the plan)
Sandor E. Samuels, Executive Managing Director and Chief Legal Officer
4500 Park Granada
Calabasas, CA 91302
(Name and Address of Agent For Service)
(818) 225-3505
(Telephone number, including area code, of agent for service)
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 o

Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE


Proposed Maximum Proposed
Title of Securities Number of Shares to Offering Price Per Maximum Aggregate Amount of
to be Registered be Registered Share2 Offering Price3 Registration Fee
Common Stock, par value $.05 per share 1 8,000,000 shares $4.23 $33,840,000 $1,330




1 Includes the rights associated with the Registrant’s Common Stock.

2/3 In accordance with Rule 457(h) under the Securities Act of 1933, the offering price has been calculated on the basis of the average of the high and low prices for the Registrant’s Common Stock as reported by the New York Stock Exchange on March 17, 2008.

Note: In addition, pursuant to Rule 416(c) of the Securities Act of 1933, the registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.





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