AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999
                                                       REGISTRATION NO.  333-
=============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

              DELAWARE                                    13-2641992
   (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                   Identification Number)

                             4500 PARK GRANADA
                            CALABASAS, CA 91302
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
                     1999 EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)

                   SANDOR E. SAMUELS, MANAGING DIRECTOR,
                    LEGAL, GENERAL COUNSEL AND SECRETARY
                             4500 PARK GRANADA
                            CALABASAS, CA 91302
                               (818) 225-3505
         (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
       TITLE OF SECURITIES            AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE               AMOUNT OF
         TO BE REGISTERED            REGISTERED (1)        SHARE (2)          OFFERING PRICE (2)    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------

<S>                                   <C>               <C>                   <C>                   <C>
Common Stock, par value $.05 per
share (3)                             500,000 shares    $30.1875               $15,093,750             $4,196.06
=======================================================================================================================

<FN>
(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended.
(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
     average of the high and low prices of the Registrant's common stock,
     par value $.05 per share, as reported by the New York Stock Exchange
     on September 16, 1999.
(3)  The Common Stock includes Preferred Stock Purchase Rights (the
     "Rights"). The Rights will be associated and trade with the Common
     Stock. The value, if any, of the Rights will be reflected in the
     market price of the Common Stock.

</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE

          This Form S-8 Registration Statement relates to 500,000 shares of
common stock of  Countrywide  Credit  Industries,  Inc., par value $.05 per
share (the "Common  Stock"),  which may be issued  under our 1999  Employee
Stock Purchase Plan (the "ESPP").

                                   PART I

          The documents containing  information specified by Part I of this
Registration Statement will be sent or given to participants in the ESPP as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities Act. Such  document(s) are not required to
be filed with the SEC but constitute (along with the documents incorporated
by reference into this  Registration  Statement  pursuant to Item 3 of Part
II) a  prospectus  that  meets the  requirements  of  Section  10(a) of the
Securities Act.

          References  to  "the  Company"  shall  mean  Countrywide   Credit
Industries, Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

          We file annual,  quarterly and special reports,  proxy statements
and other  information  with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in Washington,  D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock  Exchange and
the Pacific Stock Exchange.

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

          (a)  The   description  of  our  common  stock  included  in  our
               registration  statement  on Form 8-A,  filed with the SEC on
               November 24, 1982;

          (b)  Our  Annual  Report on Form 10-K for the  fiscal  year ended
               February 28, 1999, filed with the SEC on May 28, 1999;

          (c)  Our Quarterly  Report on Form 10-Q for the quarter ended May
               31, 1999, filed with the SEC on July 15, 1999, as amended by
               Form 10-Q/A filed with the SEC on July 16, 1999; and

          (d)  Our  Current  Report on Form 8-K filed with the SEC on June
               21, 1999.

          Item 4. Description of Securities

          Not applicable.

          Item 5. Interests of Named Experts and Counsel

          The  legality  of  the  securities   offered   pursuant  to  this
Registration  Statement  has been  passed upon for the Company by Sandor E.
Samuels,  Esq., Managing Director,  Legal, General Counsel and Secretary of
the Company. Mr. Samuels [owns shares of Common Stock and] holds options to
purchase shares of Common Stock of the Company.

          Item 6. Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law provides that
a  corporation  may  indemnify  directors,  officers,  employees  and other
individuals  against  expenses,  judgments,  fines,  and  amounts  paid  in
settlement in connection  with  specified  non-derivative  actions,  suits,
proceedings or  investigations  if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best interests of
the  corporation.  In  addition,  with  respect to any  criminal  action or
proceeding such director must have had no reasonable  cause to believe that
his or her conduct  was  unlawful.  In the case of  derivative  actions,  a
similar standard is applicable except that  indemnification only extends to
expenses  incurred in  connection  with the defense or  settlement  of such
action.  In addition,  the statute requires court approval before there can
be any  indemnification  where the person seeking  indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other  indemnification  that may be granted by a corporation's  charter,
by-laws, stockholder or director vote, agreement, or otherwise.

          Article  SIXTH  of the  Company's  Certificate  of  Incorporation
provides  that the Company may  indemnify its directors and officers to the
full extent  permitted by the DGCL.  Article VIII of the  Company's  Bylaws
provides that the Company will indemnify its directors and officers against
any  threatened,  pending  or  completed  action,  suit  or  proceeding  or
investigation  brought against such directors and officers by reason of the
fact that such persons  were  directors  or  officers,  provided  that such
persons acted in good faith and in a manner which they reasonably  believed
to be in or not opposed to the best  interest of the Company.  However,  in
the  case  of  actions  brought  by or in  the  right  of the  Company,  no
indemnification  is permitted for any claim, issue or matter where any such
director or officer was found to be liable to the Company, unless the court
determines that such person is entitled to  indemnification.  The Company's
Bylaws also state that the indemnification  provisions are not exclusive of
any other rights that the directors and officers may have under other Bylaw
provisions, agreements, votes of stockholders or disinterested directors or
otherwise.  In addition,  the Company has entered into indemnity agreements
with each of its directors and executive  officers.  The agreements provide
that such  individuals  are  indemnified  by the Company up to an aggregate
limit of $5,000,000 for any claims made against such  individuals  based on
any act, omission or breach of duty committed while acting as a director or
officer. The agreements do not cover cases involving dishonesty or improper
personal  benefit.  The Company also  maintains  an insurance  policy under
which its directors and officers are insured  against  certain  liabilities
which might arise out of their  relationship  with the Company as directors
and officers. Article SEVENTH of the Company's Certificate of Incorporation
provides that a director of the Company will have no personal  liability to
the  Company or its  stockholders  for  monetary  damages for breach of his
fiduciary  duty of care as a director to the full extent  permitted  by the
DGCL.

          Item 7. Exemption from Registration Claimed

          Not applicable.

          Item 8. Exhibits

EXHIBIT NO.                  DESCRIPTION OF EXHIBIT
-----------                  ----------------------

4.1                 Restated Certificate of Incorporation of Countrywide
                    Credit Industries, Inc. (incorporated by reference to
                    Exhibit 4.2 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended August 31, 1987).

4.2                 Bylaws of Countrywide Credit Industries, Inc., as
                    amended and restated (incorporated by reference to
                    Exhibit 3 to the Company's Current Report on Form 8-K
                    filed with the SEC on February 10, 1988).

4.2.1               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated January 28, 1998 (incorporated by reference
                    to Exhibit 3.3.1 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.2.2               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated February 3, 1998 (incorporated by reference
                    to Exhibit 4.4.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.3                 Rights Agreement, dated as of February 10, 1988,
                    between Countrywide Credit Industries, Inc. and Bank of
                    America NT & SA, as Rights Agent (incorporated by
                    reference to Exhibit 4 to the Company's Registration
                    Statement on Form 8-A filed with the SEC on February
                    12, 1988).

4.3.1               Amendment No. 1 to Rights Agreement dated as of March
                    24, 1992 (incorporated by reference to Exhibit 1 to the
                    Company's Form 8 filed with the SEC on March 27, 1992).

4.4                 Specimen Certificate of the Company's Common Stock
                    (incorporated by reference to Exhibit 4.2 to the
                    Company's Current Report on Form 8-K filed with the SEC
                    on February 6, 1987).

4.6*                Countrywide Credit Industries, Inc. 1999 Employee Stock
                    Purchase Plan.

5.1*                Opinion of Sandor E. Samuels, Managing Director, Legal,
                    General Counsel and Secretary of the Company as to the
                    legality of securities being registered.

23.1*               Consent of Grant Thornton LLP, Independent Auditors.

23.2                Consent of Sandor E. Samuels (included in Opinion filed
                    as Exhibit 5.1).

----------------------
*   filed herewith

          Item 9. Undertakings

          The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  registration  statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the registration statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          registration statement or any material change to such information
          in the registration statement.

          Provided,  however,  that the undertaking set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in  such  post-effective   amendment  is  contained  in
          periodic  reports filed by the Company  pursuant to Section 13 or
          Section  15(d) of the  Securities  Exchange  Act of 1934 that are
          incorporated by reference in the registration statement.

          (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective  amendment shall be deemed
to be a new  registration  statement  relating  to the  securities  offered
therein,  and the offering of such  securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability  under the Securities  Act of 1933,  each filing of the Company's
annual report  pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee
benefit  plan's annual report  pursuant to Section 15(d) of the  Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new  registration  statement  relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been  advised  that in the opinion of the SEC such  indemnification  is
against  public policy as expressed in the  Securities  Act of 1933 and is,
therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities (other than the payment by the Company of expenses
incurred  or paid by a  director,  officer  or  controlling  person  of the
Company in the  successful  defense of any action,  suit or  proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a  court  of   appropriate   jurisdiction   the   question   whether   such
indemnification  by it  is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.
<PAGE>
                                 SIGNATURES

          Pursuant to the  requirements  of the Securities Act, the Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the city of Calabasas,  State of California,
on September 20, 1999.

                                     Countrywide Credit Industries, Inc.


                                      /s/ Angelo R. Mozilo
                                     -------------------------------------
                                     By: Angelo R. Mozilo, Chief Executive
                                         Officer, Chairman of the Board





                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Countrywide Credit
Industries,  Inc., a Delaware  corporation,  hereby  constitute and appoint
Angelo R. Mozilo,  David S. Loeb, Stanford L. Kurland and Carlos M. Garcia,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for him in his or her
name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration  Statement and any additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.
<PAGE>
          IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney as of the date indicated.

          Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement has been signed below by the  following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                            <C>                               <C>
Signature                      Title                                     Date
---------                      -----                                     ----


/s/ Angelo R. Moilo
--------------------------     Chief Executive Officer,          September 20, 1999
Angelo R. Mozilo               Chairman of the Board of
                               Directors and
                               Director (Principal Executive
                               Officer)

/s/ David S. Loeb
--------------------------     President and Director            September 20, 1999
David S. Loeb


/s/ Carlos M. Garcia
--------------------------     Managing Director, Finance;       September 20, 1999
Carlos M. Garcia               Chief Financial Officer and
                               Chief Accounting Officer
                               (Principal Financial Officer
                               and Principal Accounting Officer)
/s/ Jeffrey M. Cunningham
--------------------------     Director                          September 20, 1999
Jeffrey M. Cunningham


/s/ Robert J. Donato
--------------------------     Director                          September 20, 1999
Robert J. Donato


/s/ Michael E. Dougherty
--------------------------     Director                          September 20, 1999
Michael E. Dougherty


/s/ Ben M. Enis
--------------------------     Director                          September 20, 1999
Ben M. Enis


/s/ Edwin Heller
--------------------------     Director                          September 20, 1999
Edwin Heller


/s/ Harley W. Snyder
--------------------------     Director                          September 20, 1999
Harley W. Snyder
</TABLE>
<PAGE>
                             Index to Exhibits

EXHIBIT NO.                  DESCRIPTION OF EXHIBIT
-----------                  ----------------------

4.1                 Restated Certificate of Incorporation of Countrywide
                    Credit Industries, Inc. (incorporated by reference to
                    Exhibit 4.2 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended August 31, 1987).

4.2                 Bylaws of Countrywide Credit Industries, Inc., as
                    amended and restated (incorporated by reference to
                    Exhibit 3 to the Company's Current Report on Form 8-K
                    filed with the SEC on February 10, 1988).

4.2.1               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated January 28, 1998 (incorporated by reference
                    to Exhibit 3.3.1 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.2.2               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated February 3, 1998 (incorporated by reference
                    to Exhibit 4.4.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.3                 Rights Agreement, dated as of February 10, 1988,
                    between Countrywide Credit Industries, Inc. and Bank of
                    America NT & SA, as Rights Agent (incorporated by
                    reference to Exhibit 4 to the Company's Registration
                    Statement on Form 8-A filed with the SEC on February
                    12, 1988).

4.3.1               Amendment No. 1 to Rights Agreement dated as of March
                    24, 1992 (incorporated by reference to Exhibit 1 to the
                    Company's Form 8 filed with the SEC on March 27, 1992).

4.4                 Specimen Certificate of the Company's Common Stock
                    (incorporated by reference to Exhibit 4.2 to the
                    Company's Current Report on Form 8-K filed with the SEC
                    on February 6, 1987).

4.6*                Countrywide Credit Industries, Inc. 1999 Employee Stock
                    Purchase Plan.

5.1*                Opinion of Sandor E. Samuels, Managing Director, Legal,
                    General Counsel and Secretary of the Company as to the
                    legality of securities being registered.

23.1*               Consent of Grant Thornton LLP, Independent Auditors.

23.2                Consent of Sandor E. Samuels (included in Opinion filed
                    as Exhibit 5.1).

----------------------
*   filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24211}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999
                                                       REGISTRATION NO.  333-
=============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

              DELAWARE                                    13-2641992
   (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                   Identification Number)

                             4500 PARK GRANADA
                            CALABASAS, CA 91302
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
                     1999 EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plans)

                   SANDOR E. SAMUELS, MANAGING DIRECTOR,
                    LEGAL, GENERAL COUNSEL AND SECRETARY
                             4500 PARK GRANADA
                            CALABASAS, CA 91302
                               (818) 225-3505
         (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
       TITLE OF SECURITIES            AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE               AMOUNT OF
         TO BE REGISTERED            REGISTERED (1)        SHARE (2)          OFFERING PRICE (2)    REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.05 per
share (3)                             500,000 shares    $30.1875               $15,093,750             $4,196.06
=======================================================================================================================
(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416 of the Securities Act of 1933, as
     amended.
(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act of 1933 based upon the
     average of the high and low prices of the Registrant's common stock,
     par value $.05 per share, as reported by the New York Stock Exchange
     on September 16, 1999.
(3)  The Common Stock includes Preferred Stock Purchase Rights (the
     "Rights"). The Rights will be associated and trade with the Common
     Stock. The value, if any, of the Rights will be reflected in the
     market price of the Common Stock.
EXPLANATORY NOTE

          This Form S-8 Registration Statement relates to 500,000 shares of
common stock of  Countrywide  Credit  Industries,  Inc., par value $.05 per
share (the "Common  Stock"),  which may be issued  under our 1999  Employee
Stock Purchase Plan (the "ESPP").

                                   PART I

          The documents containing  information specified by Part I of this
Registration Statement will be sent or given to participants in the ESPP as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities Act. Such  document(s) are not required to
be filed with the SEC but constitute (along with the documents incorporated
by reference into this  Registration  Statement  pursuant to Item 3 of Part
II) a  prospectus  that  meets the  requirements  of  Section  10(a) of the
Securities Act.

          References  to  "the  Company"  shall  mean  Countrywide   Credit
Industries, Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3. Incorporation of Documents by Reference

          We file annual,  quarterly and special reports,  proxy statements
and other  information  with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in Washington,  D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information  on the  public  reference  rooms.  Our SEC  filings  are  also
available  to the  public  from the SEC's  web site at  http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock  Exchange and
the Pacific Stock Exchange.

          The SEC allows us to "incorporate by reference"  information into
this  Registration  Statement,  which means that we can disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

          (a)  The   description  of  our  common  stock  included  in  our
               registration  statement  on Form 8-A,  filed with the SEC on
               November 24, 1982;

          (b)  Our  Annual  Report on Form 10-K for the  fiscal  year ended
               February 28, 1999, filed with the SEC on May 28, 1999;

          (c)  Our Quarterly  Report on Form 10-Q for the quarter ended May
               31, 1999, filed with the SEC on July 15, 1999, as amended by
               Form 10-Q/A filed with the SEC on July 16, 1999; and

          (d)  Our  Current  Report on Form 8-K filed with the SEC on June
               21, 1999.

          Item 4. Description of Securities

          Not applicable.

          Item 5. Interests of Named Experts and Counsel

          The  legality  of  the  securities   offered   pursuant  to  this
Registration  Statement  has been  passed upon for the Company by Sandor E.
Samuels,  Esq., Managing Director,  Legal, General Counsel and Secretary of
the Company. Mr. Samuels [owns shares of Common Stock and] holds options to
purchase shares of Common Stock of the Company.

          Item 6. Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law provides that
a  corporation  may  indemnify  directors,  officers,  employees  and other
individuals  against  expenses,  judgments,  fines,  and  amounts  paid  in
settlement in connection  with  specified  non-derivative  actions,  suits,
proceedings or  investigations  if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best interests of
the  corporation.  In  addition,  with  respect to any  criminal  action or
proceeding such director must have had no reasonable  cause to believe that
his or her conduct  was  unlawful.  In the case of  derivative  actions,  a
similar standard is applicable except that  indemnification only extends to
expenses  incurred in  connection  with the defense or  settlement  of such
action.  In addition,  the statute requires court approval before there can
be any  indemnification  where the person seeking  indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other  indemnification  that may be granted by a corporation's  charter,
by-laws, stockholder or director vote, agreement, or otherwise.

          Article  SIXTH  of the  Company's  Certificate  of  Incorporation
provides  that the Company may  indemnify its directors and officers to the
full extent  permitted by the DGCL.  Article VIII of the  Company's  Bylaws
provides that the Company will indemnify its directors and officers against
any  threatened,  pending  or  completed  action,  suit  or  proceeding  or
investigation  brought against such directors and officers by reason of the
fact that such persons  were  directors  or  officers,  provided  that such
persons acted in good faith and in a manner which they reasonably  believed
to be in or not opposed to the best  interest of the Company.  However,  in
the  case  of  actions  brought  by or in  the  right  of the  Company,  no
indemnification  is permitted for any claim, issue or matter where any such
director or officer was found to be liable to the Company, unless the court
determines that such person is entitled to  indemnification.  The Company's
Bylaws also state that the indemnification  provisions are not exclusive of
any other rights that the directors and officers may have under other Bylaw
provisions, agreements, votes of stockholders or disinterested directors or
otherwise.  In addition,  the Company has entered into indemnity agreements
with each of its directors and executive  officers.  The agreements provide
that such  individuals  are  indemnified  by the Company up to an aggregate
limit of $5,000,000 for any claims made against such  individuals  based on
any act, omission or breach of duty committed while acting as a director or
officer. The agreements do not cover cases involving dishonesty or improper
personal  benefit.  The Company also  maintains  an insurance  policy under
which its directors and officers are insured  against  certain  liabilities
which might arise out of their  relationship  with the Company as directors
and officers. Article SEVENTH of the Company's Certificate of Incorporation
provides that a director of the Company will have no personal  liability to
the  Company or its  stockholders  for  monetary  damages for breach of his
fiduciary  duty of care as a director to the full extent  permitted  by the
DGCL.

          Item 7. Exemption from Registration Claimed

          Not applicable.

          Item 8. Exhibits

EXHIBIT NO.                  DESCRIPTION OF EXHIBIT
-----------                  ----------------------

4.1                 Restated Certificate of Incorporation of Countrywide
                    Credit Industries, Inc. (incorporated by reference to
                    Exhibit 4.2 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended August 31, 1987).

4.2                 Bylaws of Countrywide Credit Industries, Inc., as
                    amended and restated (incorporated by reference to
                    Exhibit 3 to the Company's Current Report on Form 8-K
                    filed with the SEC on February 10, 1988).

4.2.1               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated January 28, 1998 (incorporated by reference
                    to Exhibit 3.3.1 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.2.2               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated February 3, 1998 (incorporated by reference
                    to Exhibit 4.4.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.3                 Rights Agreement, dated as of February 10, 1988,
                    between Countrywide Credit Industries, Inc. and Bank of
                    America NT & SA, as Rights Agent (incorporated by
                    reference to Exhibit 4 to the Company's Registration
                    Statement on Form 8-A filed with the SEC on February
                    12, 1988).

4.3.1               Amendment No. 1 to Rights Agreement dated as of March
                    24, 1992 (incorporated by reference to Exhibit 1 to the
                    Company's Form 8 filed with the SEC on March 27, 1992).

4.4                 Specimen Certificate of the Company's Common Stock
                    (incorporated by reference to Exhibit 4.2 to the
                    Company's Current Report on Form 8-K filed with the SEC
                    on February 6, 1987).

4.6*                Countrywide Credit Industries, Inc. 1999 Employee Stock
                    Purchase Plan.

5.1*                Opinion of Sandor E. Samuels, Managing Director, Legal,
                    General Counsel and Secretary of the Company as to the
                    legality of securities being registered.

23.1*               Consent of Grant Thornton LLP, Independent Auditors.

23.2                Consent of Sandor E. Samuels (included in Opinion filed
                    as Exhibit 5.1).

----------------------
*   filed herewith

          Item 9. Undertakings

          The Company hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective  date of the  registration  statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in the registration statement; and

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously   disclosed  in  the
          registration statement or any material change to such information
          in the registration statement.

          Provided,  however,  that the undertaking set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in  such  post-effective   amendment  is  contained  in
          periodic  reports filed by the Company  pursuant to Section 13 or
          Section  15(d) of the  Securities  Exchange  Act of 1934 that are
          incorporated by reference in the registration statement.

          (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective  amendment shall be deemed
to be a new  registration  statement  relating  to the  securities  offered
therein,  and the offering of such  securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3) To  remove  from  registration  by means of a  post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability  under the Securities  Act of 1933,  each filing of the Company's
annual report  pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange  Act of 1934 (and,  where  applicable,  each filing of an employee
benefit  plan's annual report  pursuant to Section 15(d) of the  Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new  registration  statement  relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been  advised  that in the opinion of the SEC such  indemnification  is
against  public policy as expressed in the  Securities  Act of 1933 and is,
therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities (other than the payment by the Company of expenses
incurred  or paid by a  director,  officer  or  controlling  person  of the
Company in the  successful  defense of any action,  suit or  proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a  court  of   appropriate   jurisdiction   the   question   whether   such
indemnification  by it  is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.
SIGNATURES

          Pursuant to the  requirements  of the Securities Act, the Company
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the city of Calabasas,  State of California,
on September 20, 1999.

                                     Countrywide Credit Industries, Inc.

                                      /s/ Angelo R. Mozilo
                                     -------------------------------------
                                     By: Angelo R. Mozilo, Chief Executive
                                         Officer, Chairman of the Board

                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Countrywide Credit
Industries,  Inc., a Delaware  corporation,  hereby  constitute and appoint
Angelo R. Mozilo,  David S. Loeb, Stanford L. Kurland and Carlos M. Garcia,
and each of them, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and  resubstitution,  for him in his or her
name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments to this Registration  Statement and any additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.
IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney as of the date indicated.

          Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement has been signed below by the  following  persons in
the capacities and on the dates indicated.
Signature                      Title                                     Date
---------                      -----                                     ----

/s/ Angelo R. Moilo
--------------------------     Chief Executive Officer,          September 20, 1999
Angelo R. Mozilo               Chairman of the Board of
                               Directors and
                               Director (Principal Executive
                               Officer)

/s/ David S. Loeb
--------------------------     President and Director            September 20, 1999
David S. Loeb

/s/ Carlos M. Garcia
--------------------------     Managing Director, Finance;       September 20, 1999
Carlos M. Garcia               Chief Financial Officer and
                               Chief Accounting Officer
                               (Principal Financial Officer
                               and Principal Accounting Officer)
/s/ Jeffrey M. Cunningham
--------------------------     Director                          September 20, 1999
Jeffrey M. Cunningham

/s/ Robert J. Donato
--------------------------     Director                          September 20, 1999
Robert J. Donato

/s/ Michael E. Dougherty
--------------------------     Director                          September 20, 1999
Michael E. Dougherty

/s/ Ben M. Enis
--------------------------     Director                          September 20, 1999
Ben M. Enis

/s/ Edwin Heller
--------------------------     Director                          September 20, 1999
Edwin Heller

/s/ Harley W. Snyder
--------------------------     Director                          September 20, 1999
Harley W. Snyder
Index to Exhibits

EXHIBIT NO.                  DESCRIPTION OF EXHIBIT
-----------                  ----------------------

4.1                 Restated Certificate of Incorporation of Countrywide
                    Credit Industries, Inc. (incorporated by reference to
                    Exhibit 4.2 to the Company's Quarterly Report on Form
                    10-Q for the quarter ended August 31, 1987).

4.2                 Bylaws of Countrywide Credit Industries, Inc., as
                    amended and restated (incorporated by reference to
                    Exhibit 3 to the Company's Current Report on Form 8-K
                    filed with the SEC on February 10, 1988).

4.2.1               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated January 28, 1998 (incorporated by reference
                    to Exhibit 3.3.1 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.2.2               Amendment to Bylaws of Countrywide Credit Industries,
                    Inc. dated February 3, 1998 (incorporated by reference
                    to Exhibit 4.4.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 28, 1998).

4.3                 Rights Agreement, dated as of February 10, 1988,
                    between Countrywide Credit Industries, Inc. and Bank of
                    America NT & SA, as Rights Agent (incorporated by
                    reference to Exhibit 4 to the Company's Registration
                    Statement on Form 8-A filed with the SEC on February
                    12, 1988).

4.3.1               Amendment No. 1 to Rights Agreement dated as of March
                    24, 1992 (incorporated by reference to Exhibit 1 to the
                    Company's Form 8 filed with the SEC on March 27, 1992).

4.4                 Specimen Certificate of the Company's Common Stock
                    (incorporated by reference to Exhibit 4.2 to the
                    Company's Current Report on Form 8-K filed with the SEC
                    on February 6, 1987).

4.6*                Countrywide Credit Industries, Inc. 1999 Employee Stock
                    Purchase Plan.

5.1*                Opinion of Sandor E. Samuels, Managing Director, Legal,
                    General Counsel and Secretary of the Company as to the
                    legality of securities being registered.

23.1*               Consent of Grant Thornton LLP, Independent Auditors.

23.2                Consent of Sandor E. Samuels (included in Opinion filed
                    as Exhibit 5.1).

----------------------
*   filed herewith