EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        COUNTRYWIDE FINANCIAL CORPORATION

         COUNTRYWIDE FINANCIAL CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation" or the "Company"), hereby certifies as follows:

         1.       That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment of the Restated
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling for the proposal to be presented to the stockholders of
the Corporation at a Special Meeting of the Stockholders. The resolution setting
forth the proposed amendment is as follows:

         RESOLVED, That the Restated Certificate of Incorporation of the Company
be amended to increase the authorized Common Stock and for this purpose Article
Third thereof shall be struck out in its entirety and shall be replaced with the
following new Article Third:

         "THIRD: The aggregate number of shares which the Corporation shall have
         authority to issue is five hundred million (500,000,000) shares of
         Common Stock, of the par value five cents ($.05) per share, and one
         million five hundred thousand (1,500,000) shares of Preferred Stock, of
         the par value of five cents ($.05) per share. The Preferred Stock may
         be issued in one or more series at such time or times and for such
         consideration or considerations as the Board of Directors may
         determine. With respect to the Preferred Stock, the Board of Directors
         of this Corporation is authorized to determine or alter the voting
         rights, dividend privileges, liquidation preferences, and all other
         rights, privileges and restrictions, including without limitation,
         conversion rights into Common Stock granted to or imposed upon any
         wholly unissued series of Preferred Stock and, within the limitations
         or restrictions stated in any resolution of the Board of Directors
         originally fixing the number of shares of Preferred Stock constituting
         any series, to increase or decrease (but not below the number of shares
         of such series then outstanding) the number of shares of any such
         series subsequent to the issue of shares of that series, to determine
         the designation of any series and to fix the number of shares of any
         series."

         2.       That thereafter, a Special Meeting of the Stockholders of the
Corporation was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware on January 9, 2004, at
which special meeting the necessary number of shares as required by statute were
voted in favor of the amendment of the Restated Certificate of Incorporation
herein certified.

         3.       That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  IN WITNESS WHEREOF, said Corporation has caused this
certificate to be executed by an authorized officer on this 9th day of January,
2004.

                                              By: /s/ Angelo R. Mozilo
                                                  ------------------------------
                                                  Angelo R. Mozilo
                                                  Chairman of the Board and CEO