As filed with the Securities and Exchange Commission on September 29, 2000

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 95-4083087
(State or other jurisdiction of (I.R.S. Employer Identification Number)
                                          incorporation or organization)

4500 Park Granada                         91302
Calabasas, CA
(Address of Principal Executive Offices) (Zip Code)

                       Countrywide Credit Industries, Inc.

                             2000 Stock Option Plan

                            (Full title of the Plan)

                       Sandor E. Samuels, General Counsel

                                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)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                  <C>                <C>                      <C>                    <C>

============================ =================== ======================= ====================== ======================

 Title of Securities to be      Amount to be        Proposed Maximum       Proposed Maximum           Amount of
        Registered           Registered1           Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share           Price2

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

       Common Stock           5,500,000 shares          $37.3125             $205,218,750              $54,178
 $.05 par value per share

============================ =================== ======================= ====================== ======================
</TABLE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference

                  The following  documents  previously filed by the Company with
                  the Securities and Exchange  Commission (the "Commission") are
                  hereby incorporated by reference:

(a) Annual Report on Form 10-K for the fiscal year ended February 29, 2000;

(b) Quarterly Report on Form 10-Q for the quarter ended May 31, 2000; and

(c) Current  Reports on Form 8-K dated June 1, 2000,  June 27, 2000 and July 20,
2000.
                  All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange  Act"),  subsequent to the date of this
                  Registration   Statement   and  prior  to  the   filing  of  a
                  post-effective  amendment  that  indicates that all securities
                  offered  hereunder  have  been  sold or that  deregisters  all
                  securities  then  remaining  unsold  shall  be  deemed  to  be
                  incorporated by reference into this registration statement and
                  to be a part hereof from the date of filing of such  document.
                  Any statement  contained herein or in a document  incorporated
                  or deemed to be  incorporated  by reference  herein (each such
                  document,  an  "Incorporated  Document") shall be deemed to be
                  modified  or   superseded  to  the  extent  that  a  statement
                  contained   herein   or  in  any  other   subsequently   filed
                  Incorporated  Document  modifies or supersedes such statement.
                  Any statement so modified or  superseded  shall not be deemed,
                  except as so modified or  superseded,  to constitute a part of
                  this Registration Statement.

ITEM 4.  Description of Securities

                  Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

                  Not applicable.

ITEM 6.  Indemnification of Directors and Officers

                  Section 145 of the Delaware General  Corporation Law provides,
                  in substance, that Delaware corporations shall have the power,
                  under specified  circumstances,  to indemnify their directors,
                  officers,  employees  and agents in  connection  with actions,
                  suits or proceedings  brought against them by a third party or
                  in the  right of the  corporation,  by reason of the fact that
                  they  were  or are  such  directors,  officers,  employees  or
                  agents,  against expenses incurred in any such action, suit or
                  proceeding. The Delaware General Corporation Law also provides
                  that the Company may purchase  insurance on behalf of any such
                  director, officer, employee or agent.

                  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 laws of the State
                  of Delaware.  Article VIII of the  Company's  Bylaws  provides
                  that the Company  shall  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;
                  except that in the case of actions  brought by or in the right
                  of  the  Company  to  procure  a  judgment  in its  favor,  no
                  indemnification is permitted in respect of any claim, issue or
                  matter as to which any such  director  or  officer  shall have
                  been adjudged to be liable to the Company, unless the court in
                  which the action was  brought  determines  that such person is
                  entitled to  indemnification.  The  Company's  Bylaws  further
                  contemplate  that  the  indemnification  provisions  permitted
                  thereunder  are not exclusive of any other rights to which the
                  directors  and  officers  are  otherwise  entitled by means of
                  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, whereby 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,  except,  among other things,  cases
                  involving dishonesty or improper personal benefit. The Company
                  also  maintains  an  insurance  policy  pursuant  to 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 shall 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  Delaware   General
                  Corporation Law, as it may be amended form time to time.

ITEM 7.  Exemption from Registration Claimed

                  Not applicable.

ITEM 8.  Exhibits

Exhibit Number

                     Description

4.1 Countrywide Credit Industries,  Inc. 2000 Stock Option Plan (incorporated by
reference  to  Appendix  A  of  the  Notice  and  Proxy   Statement   (File  No.
001-12331-01) filed with the Securities and Exchange Commission on June 7, 2000)

4.2  Specimen   Certificate  of  Countrywide  Credit  Industries'  Common  Stock
(incorporated  by reference  to Exhibit 4.2 to  Countrywide  Credit  Industries'
Current Report on Form 8-K dated February 6, 1987)

4.3  Certificate  of  Amendment  of Restated  Certificate  of  Incorporation  of
Countrywide  Credit  Industries  (incorporated  by  reference  to Exhibit 4.1 to
Countrywide  Credit  Industries'  Quarterly Report on Form 10-Q dated August 31,
1987)

4.4 Restated  Certificate  of  Incorporation  of Countrywide  Credit  Industries
(incorporated  by reference  to Exhibit 4.2 to  Countrywide  Credit  Industries'
Quarterly Report on Form 10-Q dated August 31, 1987)

4.5  Bylaws  of  Countrywide   Credit   Industries,   as  amended  and  restated
(incorporated by reference to Countrywide Credit  Industries'  Current Report on
Form 8-K dated February 10, 1988)

4.6 Rights Agreement,  dated as of February 10, 1988, between Countrywide Credit
Industries  and Bank of  America  NT & SA,  as  Rights  Agent  (incorporated  by
reference  to  Exhibit 4 to  Countrywide  Credit  Industries'  Form 8-A filed on
February 12, 1988)

4.7 Amendment  No. 1 to Rights  Agreement,  dated as of March 24, 1992,  between
Countrywide  Credit  Industries  and Bank of  America  NT & SA, as Rights  Agent
(incorporated by reference to Exhibit 1 to Countrywide Credit Industries' Form 8
filed on March 27, 1992)

5.1  Opinion of Sandor E.  Samuels,  General  Counsel  of the  Company as to the
legality of securities being registered.

23.1 Consent of Grant Thornton, LLP, Independent Auditors

23.2 Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1 Power of Attorney (included on signature pages 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 the 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.
Notwithstanding  the  foregoing,  any  increase  or  decrease  in the  volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (1)(i)  and  (1)(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  Securities  and  Exchange
                  Commission  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 of 1933, 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 the 28th day of
September, 2000.

                                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                 By:     /s/ Angelo R. Mozilo
------------------------------------------------------------------
                                            Angelo R. Mozilo
                                          Chairman of the Board of Directors,
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Angelo R. Mozilo,  Stanford L. Kurland,
Carlos M. Garcia and Sandor E.  Samuels,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with  full   powers  of   substitution   and
resubstitution, for and in his name, place and stead, in any and all capacities,
to sign any or all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and any registration statement related to the offering
contemplated by this Registration  Statement that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities  Act of 1933,  as amended,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, 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 might or could
be  done  in   person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature Title Date --------- ----- / Angelo R. Mozilo Chairman of the Board of
September 28, 2000
--------------------------------------------------
Angelo R. Mozilo Directors, Chief Executive Officer and President (Principal


Executive  Officer);  Director /s/ Carlos M. Garcia Senior Managing Director and
September 28, 2000
--------------------------------------------------
                Carlos M. Garcia                       Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)
/s/     Robert     J.      Donato      Director      September      28,     2000
--------------------------------------------------
                Robert J. Donato

/s/      Ben      M.      Enis       Director       September      28,      2000
-------------------------------------------------- Ben M. Enis

/s/       Edwin       Heller       Director       September       28,       2000
-------------------------------------------------- Edwin Heller
/s/  Stanford  L.  Kurland  Executive   Managing  Director  September  28,  2000
--------------------------------------------------
Stanford L. Kurland and Chief
Operating Officer;
Director
     /s/    Oscar    P.     Robertson     Director     September     28,    2000
     --------------------------------------------------
     Oscar P. Robertson
     /s/     Harley    W.     Snyder     Director     September     28,     2000
     --------------------------------------------------
     Harley W. Snyder

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

                     Description

     4.1   Countrywide   Credit   Industries,   Inc.   2000  Stock  Option  Plan
     (incorporated  by reference to Appendix A of the Notice and Proxy Statement
     (File No.  001-12331-01)  filed with the Securities and Exchange Commission
     on June 7, 2000)

     4.2 Specimen  Certificate of Countrywide  Credit  Industries'  Common Stock
     (incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
     Current Report on Form 8-K dated February 6, 1987)

     4.3 Certificate of Amendment of Restated  Certificate of  Incorporation  of
     Countrywide Credit Industries  (incorporated by reference to Exhibit 4.1 to
     Countrywide Credit  Industries'  Quarterly Report on Form 10-Q dated August
     31, 1987)

     4.4 Restated  Certificate of Incorporation of Countrywide Credit Industries
     (incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
     Quarterly Report on Form 10-Q dated August 31, 1987)

4.5                  Bylaws of  Countrywide  Credit  Industries,  as amended and
                     restated  (incorporated by reference to Countrywide  Credit
                     Industries'  Current  Report on Form 8-K dated February 10,
                     1988)

     4.6 Rights Agreement,  dated as of February 10, 1988,  between  Countrywide
     Credit   Industries   and  Bank  of  America  NT  &  SA,  as  Rights  Agent
     (incorporated by reference to Exhibit 4 to Countrywide  Credit  Industries'
     Form 8-A filed on February 12, 1988)

     4.7  Amendment  No. 1 to  Rights  Agreement,  dated as of March  24,  1992,
     between  Countrywide  Credit  Industries  and Bank of  America  NT & SA, as
     Rights Agent  (incorporated by reference to Exhibit 1 to Countrywide Credit
     Industries' Form 8 filed on March 27, 1992)
     5.1* Opinion of Sandor E. Samuels, General Counsel of the Company as to the
     legality of securities being registered.
23.1*                Consent of Grant Thornton, LLP, Independent Auditors

     23.2* Consent of Counsel (included in Opinion filed as Exhibit 5.1)

     24.1* Power of Attorney (included on signature pages filed herewith)

---------------
* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22864}]
{"company-data": {"conformed-name": "COUNTRYWIDE CREDIT INDUSTRIES INC", "cik": "0000025191", "assigned-sic": "6162", "irs-number": "132641992", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47096", "film-number": "732992"}, "business-address": {"street1": "4500 PARK GRANADA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302", "phone": "8182253000"}, "mail-address": {"street1": "4500 PARK GRANADA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302"}}
As filed with the Securities and Exchange Commission on September 29, 2000

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 95-4083087
(State or other jurisdiction of (I.R.S. Employer Identification Number)
                                          incorporation or organization)

4500 Park Granada                         91302
Calabasas, CA
(Address of Principal Executive Offices) (Zip Code)

                       Countrywide Credit Industries, Inc.

                             2000 Stock Option Plan

                            (Full title of the Plan)

                       Sandor E. Samuels, General Counsel

                                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)

                         CALCULATION OF REGISTRATION FEE
============================ =================== ======================= ====================== ======================

 Title of Securities to be      Amount to be        Proposed Maximum       Proposed Maximum           Amount of
        Registered           Registered1           Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share           Price2

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

       Common Stock           5,500,000 shares          $37.3125             $205,218,750              $54,178
 $.05 par value per share

============================ =================== ======================= ====================== ======================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference

                  The following  documents  previously filed by the Company with
                  the Securities and Exchange  Commission (the "Commission") are
                  hereby incorporated by reference:

(a) Annual Report on Form 10-K for the fiscal year ended February 29, 2000;

(b) Quarterly Report on Form 10-Q for the quarter ended May 31, 2000; and

(c) Current  Reports on Form 8-K dated June 1, 2000,  June 27, 2000 and July 20,
2000.
                  All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange  Act"),  subsequent to the date of this
                  Registration   Statement   and  prior  to  the   filing  of  a
                  post-effective  amendment  that  indicates that all securities
                  offered  hereunder  have  been  sold or that  deregisters  all
                  securities  then  remaining  unsold  shall  be  deemed  to  be
                  incorporated by reference into this registration statement and
                  to be a part hereof from the date of filing of such  document.
                  Any statement  contained herein or in a document  incorporated
                  or deemed to be  incorporated  by reference  herein (each such
                  document,  an  "Incorporated  Document") shall be deemed to be
                  modified  or   superseded  to  the  extent  that  a  statement
                  contained   herein   or  in  any  other   subsequently   filed
                  Incorporated  Document  modifies or supersedes such statement.
                  Any statement so modified or  superseded  shall not be deemed,
                  except as so modified or  superseded,  to constitute a part of
                  this Registration Statement.

ITEM 4.  Description of Securities

                  Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

                  Not applicable.

ITEM 6.  Indemnification of Directors and Officers

                  Section 145 of the Delaware General  Corporation Law provides,
                  in substance, that Delaware corporations shall have the power,
                  under specified  circumstances,  to indemnify their directors,
                  officers,  employees  and agents in  connection  with actions,
                  suits or proceedings  brought against them by a third party or
                  in the  right of the  corporation,  by reason of the fact that
                  they  were  or are  such  directors,  officers,  employees  or
                  agents,  against expenses incurred in any such action, suit or
                  proceeding. The Delaware General Corporation Law also provides
                  that the Company may purchase  insurance on behalf of any such
                  director, officer, employee or agent.

                  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 laws of the State
                  of Delaware.  Article VIII of the  Company's  Bylaws  provides
                  that the Company  shall  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;
                  except that in the case of actions  brought by or in the right
                  of  the  Company  to  procure  a  judgment  in its  favor,  no
                  indemnification is permitted in respect of any claim, issue or
                  matter as to which any such  director  or  officer  shall have
                  been adjudged to be liable to the Company, unless the court in
                  which the action was  brought  determines  that such person is
                  entitled to  indemnification.  The  Company's  Bylaws  further
                  contemplate  that  the  indemnification  provisions  permitted
                  thereunder  are not exclusive of any other rights to which the
                  directors  and  officers  are  otherwise  entitled by means of
                  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, whereby 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,  except,  among other things,  cases
                  involving dishonesty or improper personal benefit. The Company
                  also  maintains  an  insurance  policy  pursuant  to 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 shall 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  Delaware   General
                  Corporation Law, as it may be amended form time to time.

ITEM 7.  Exemption from Registration Claimed

                  Not applicable.

ITEM 8.  Exhibits

Exhibit Number

                     Description

4.1 Countrywide Credit Industries,  Inc. 2000 Stock Option Plan (incorporated by
reference  to  Appendix  A  of  the  Notice  and  Proxy   Statement   (File  No.
001-12331-01) filed with the Securities and Exchange Commission on June 7, 2000)

4.2  Specimen   Certificate  of  Countrywide  Credit  Industries'  Common  Stock
(incorporated  by reference  to Exhibit 4.2 to  Countrywide  Credit  Industries'
Current Report on Form 8-K dated February 6, 1987)

4.3  Certificate  of  Amendment  of Restated  Certificate  of  Incorporation  of
Countrywide  Credit  Industries  (incorporated  by  reference  to Exhibit 4.1 to
Countrywide  Credit  Industries'  Quarterly Report on Form 10-Q dated August 31,
1987)

4.4 Restated  Certificate  of  Incorporation  of Countrywide  Credit  Industries
(incorporated  by reference  to Exhibit 4.2 to  Countrywide  Credit  Industries'
Quarterly Report on Form 10-Q dated August 31, 1987)

4.5  Bylaws  of  Countrywide   Credit   Industries,   as  amended  and  restated
(incorporated by reference to Countrywide Credit  Industries'  Current Report on
Form 8-K dated February 10, 1988)

4.6 Rights Agreement,  dated as of February 10, 1988, between Countrywide Credit
Industries  and Bank of  America  NT & SA,  as  Rights  Agent  (incorporated  by
reference  to  Exhibit 4 to  Countrywide  Credit  Industries'  Form 8-A filed on
February 12, 1988)

4.7 Amendment  No. 1 to Rights  Agreement,  dated as of March 24, 1992,  between
Countrywide  Credit  Industries  and Bank of  America  NT & SA, as Rights  Agent
(incorporated by reference to Exhibit 1 to Countrywide Credit Industries' Form 8
filed on March 27, 1992)

5.1  Opinion of Sandor E.  Samuels,  General  Counsel  of the  Company as to the
legality of securities being registered.

23.1 Consent of Grant Thornton, LLP, Independent Auditors

23.2 Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1 Power of Attorney (included on signature pages 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 the 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.
Notwithstanding  the  foregoing,  any  increase  or  decrease  in the  volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (1)(i)  and  (1)(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  Securities  and  Exchange
                  Commission  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 of 1933, 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 the 28th day of
September, 2000.

                                    COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                 By:     /s/ Angelo R. Mozilo
------------------------------------------------------------------
                                            Angelo R. Mozilo
                                          Chairman of the Board of Directors,
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Angelo R. Mozilo,  Stanford L. Kurland,
Carlos M. Garcia and Sandor E.  Samuels,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with  full   powers  of   substitution   and
resubstitution, for and in his name, place and stead, in any and all capacities,
to sign any or all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and any registration statement related to the offering
contemplated by this Registration  Statement that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities  Act of 1933,  as amended,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, 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 might or could
be  done  in   person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature Title Date --------- ----- / Angelo R. Mozilo Chairman of the Board of
September 28, 2000
--------------------------------------------------
Angelo R. Mozilo Directors, Chief Executive Officer and President (Principal

Executive  Officer);  Director /s/ Carlos M. Garcia Senior Managing Director and
September 28, 2000
--------------------------------------------------
                Carlos M. Garcia                       Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)
/s/     Robert     J.      Donato      Director      September      28,     2000
--------------------------------------------------
                Robert J. Donato

/s/      Ben      M.      Enis       Director       September      28,      2000
-------------------------------------------------- Ben M. Enis

/s/       Edwin       Heller       Director       September       28,       2000
-------------------------------------------------- Edwin Heller
/s/  Stanford  L.  Kurland  Executive   Managing  Director  September  28,  2000
--------------------------------------------------
Stanford L. Kurland and Chief
Operating Officer;
Director
     /s/    Oscar    P.     Robertson     Director     September     28,    2000
     --------------------------------------------------
     Oscar P. Robertson
     /s/     Harley    W.     Snyder     Director     September     28,     2000
     --------------------------------------------------
     Harley W. Snyder
EXHIBIT INDEX

Exhibit Number

                     Description

     4.1   Countrywide   Credit   Industries,   Inc.   2000  Stock  Option  Plan
     (incorporated  by reference to Appendix A of the Notice and Proxy Statement
     (File No.  001-12331-01)  filed with the Securities and Exchange Commission
     on June 7, 2000)

     4.2 Specimen  Certificate of Countrywide  Credit  Industries'  Common Stock
     (incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
     Current Report on Form 8-K dated February 6, 1987)

     4.3 Certificate of Amendment of Restated  Certificate of  Incorporation  of
     Countrywide Credit Industries  (incorporated by reference to Exhibit 4.1 to
     Countrywide Credit  Industries'  Quarterly Report on Form 10-Q dated August
     31, 1987)

     4.4 Restated  Certificate of Incorporation of Countrywide Credit Industries
     (incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
     Quarterly Report on Form 10-Q dated August 31, 1987)

4.5                  Bylaws of  Countrywide  Credit  Industries,  as amended and
                     restated  (incorporated by reference to Countrywide  Credit
                     Industries'  Current  Report on Form 8-K dated February 10,
                     1988)

     4.6 Rights Agreement,  dated as of February 10, 1988,  between  Countrywide
     Credit   Industries   and  Bank  of  America  NT  &  SA,  as  Rights  Agent
     (incorporated by reference to Exhibit 4 to Countrywide  Credit  Industries'
     Form 8-A filed on February 12, 1988)

     4.7  Amendment  No. 1 to  Rights  Agreement,  dated as of March  24,  1992,
     between  Countrywide  Credit  Industries  and Bank of  America  NT & SA, as
     Rights Agent  (incorporated by reference to Exhibit 1 to Countrywide Credit
     Industries' Form 8 filed on March 27, 1992)
     5.1* Opinion of Sandor E. Samuels, General Counsel of the Company as to the
     legality of securities being registered.
23.1*                Consent of Grant Thornton, LLP, Independent Auditors

     23.2* Consent of Counsel (included in Opinion filed as Exhibit 5.1)

     24.1* Power of Attorney (included on signature pages filed herewith)

---------------
* Filed herewith