EXHIBIT 10.86

                              AMENDMENT NUMBER SIX
                        COUNTRYWIDE FINANCIAL CORPORATION
                             1987 STOCK OPTION PLAN
                   (AMENDED AND RESTATED AS OF JULY 12, 1989)

         WHEREAS, the Board of Directors of Countrywide Financial Corporation
(the "Company") declared a stock dividend effective as of April 12, 2004, which
represents a 3-for-2 split of the Company's common stock;

         WHEREAS, pursuant to Section 17 of the Countrywide Financial
Corporation 1987 Stock Option Plan (the "1987 Stock Plan"), the Compensation
Committee of the Board of Directors ("the Committee") or the Board shall
determine the appropriate adjustments, if any, to make;

         NOW THEREFORE, the Plan is amended to read as follows effective
December 17, 2003.

         1.       Section 3, SHARES SUBJECT TO PLAN, of the 1987 Stock Plan is
                  hereby deleted and new Section 3 is inserted in its place as
                  follows:

                           "Subject to Section 17 hereof, the stock to be
                  offered under this Plan shall be authorized but unissued
                  Shares. The aggregate number of Shares issuable under this
                  Plan shall not exceed 3,000,000 Shares, of which no more than
                  1,917, 763 may be issuable to directors, subject to adjustment
                  as set forth in Section 17 of this Plan. If any options
                  granted under the Plan shall terminate, expire or be cancelled
                  without having been exercised in full, the Shares not
                  purchased under such options again shall be available for the
                  purpose of the Plan."

         IN WITNESS WHEREOF, The Company has caused this Amendment Number Six to
         be executed by its duly authorized officer this 14th day of April,
         2004.

                                        Countrywide Financial Corporation

                                        By: /s/ Thomas H. Boone
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                                                Thomas H. Boone
                                                Managing Director,
                                                Chief Administrative Officer

/s/ Gerard A. Healy
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Gerard A. Healy
Assistant Secretary