As filed with the Securities and Exchange Commission on February 26, 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 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.
              Tax Deferred Savings and Supplemental Investment Plan
    (As Amended and Restated Effective May 6, 1996) (as subsequently amended)
                            (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 Number of shares Proposed maximum
                                    offering
                to be registered to be registered price per share

-------------------------------------------------------------------------------
                       Common Stock, 1,000,000 shares $n/a
                            $.05 par value per share1

-------------------------------------------------------------------------------
             Proposed maximum aggregate Amount of Registration Fee
                                 offering price2
                            $ 3,821,875.00 $10,625.00

===============================================================================
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           Plan Information*

ITEM 2.           Registrant Information and Employee Plan Annual Information*

                  *The   document(s)   containing  the  employee   benefit  plan
                  information  required by ITEM 1 of Form S-8 and the  statement
                  of availability of information  regarding  Countrywide  Credit
                  Industries,  Inc. (the  "Company")  and any other  information
                  required  by ITEM 2 of Form  S-8  will  be  sent or  given  to
                  employees as specified by Rule 428 under the Securities Act of
                  1933, as amended (the  "Securities  Act").  In accordance with
                  Rule  428 and the  requirements  of Part I of Form  S-8,  such
                  documents are not being filed with the registration  statement
                  or as prospectuses or prospectus  supplements pursuant to Rule
                  424 under the  Securities  Act. The Company  shall  maintain a
                  file of such  documents in accordance  with the  provisions of
                  Rule 428.  Upon  request,  the  Company  shall  furnish to the
                  Securities and Exchange  Commission (the  "Commission") or its
                  staff a copy or copies  of all of the  documents  included  in
                  such file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Certain Documents by Reference

                  The following documents previously filed by Countrywide Credit
                  Industries,  Inc.  (the  "Company")  with the  Commission  are
                  hereby incorporated by reference:

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended February
28, 1998;

(b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended May 31,
1998, August 31, 1998 and November 30, 1998; and

(c) The description of the Common Stock contained in the Company's  Registration
Statement on Form 8-A, filed with the Commission on November 24, 1982.

                  All documents filed by the Company  pursuant to Section 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  which indicates that all securities
                  offered  have been sold or which  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  (each  such
                  document, an "Incorporated Document"). Any statement contained
                  herein   or  in  an   Incorporated   Document   deemed  to  be
                  incorporated  by  reference  herein  shall  be  deemed  to  be
                  modified or superseded for purposes  hereof to the extent that
                  a  statement  contained  herein or in any  other  subsequently
                  filed  Incorporated   Document  modifies  or  supersedes  such
                  statement.  Any such statement so modified or superseded shall
                  not  be  deemed,  except  as so  modified  or  superseded,  to
                  constitute a part hereof.

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

                  The Company has previously  submitted the  Countrywide  Credit
                  Industries,   Inc.  Tax  Deferred   Savings  and  Supplemental
                  Investment  Plan (the "Plan") to the Internal  Revenue Service
                  (the  "IRS")  in a timely  manner  and has  made  all  changes
                  required  by the IRS to  qualify  the  Plan,  and the  Company
                  hereby  undertakes  to  continue  to submit  the Plan and each
                  amendment  thereto to the IRS in a timely manner and will make
                  all changes required to qualify the Plan.

4.1 Countrywide  Credit  Industries,  Inc. Tax Deferred Savings and Supplemental
Investment Plan.
                 
4.1.1 Amendment One Countrywide Credit Industries, Inc. Tax Deferred Savings and
Supplemental Investment Plan

4.1.2 Amendment Two Countrywide Credit Industries, Inc. Tax Deferred Savings and
Supplemental Investment Plan
                 
4.1.3 Amendment Three Countrywide Credit  Industries,  Inc. Tax Deferred Savings
and Supplemental Investment Plan
                  
4.2*  Certificate  of  Amendment of Restated  Certificate  of  Incorporation  of
Countrywide Credit Industries, Inc. (incorporated by reference to Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q dated August 31, 1987).

                  
4.3* Restated  Certificate of  Incorporation of Countrywide  Credit  Industries,
Inc. (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report
on From 10-Q dated August 31, 1987).
                 
4.4* 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 dated February 10, 1988).

4.4.1* Amendment to Bylaws of Countrywide Credit Industries,  Inc. dated January
28, 1998.

4.4.2* Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February
3, 1998.

4.5* 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
pursuant to Section 12 of the  Securities  Exchange  Act of 1934 on February 12,
1988).
                  
4.5.1*  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).

4.6*  Specimen  Certificate  of the  Company's  Common  Stock  (incorporated  by
reference to Exhibit 4.2 to the Company's  Report on Form 8-K dated  February 6,
1987).

5  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 Sandor E. Samuels (included in Opinion filed as Exhibit 5).

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;
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  (a)(I)(i) and
(a)(I)(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 26th day of
February, 1999.

                                    COUNTRYWIDE CREDIT INDUSTRIES, INC.

                                    By:     /s/ David S. Loeb
                                            David S. Loeb
                             Chairman and President

         Signatures                  Title                       Date


/s/ David S. Loeb               Chairman of the   Board        February 26, 1999
------------------------------
David S. Loeb                   of Directors and President
                                (Principal Executive
                                Officer); Director

/s/ Angelo R. Mozilo           Chief Executive Officer         February 26, 1999
------------------------------
Angelo R. Mozilo               and Vice Chairman
                               of the Board of Directors;
                               Director

/s/ Carlos M. Garcia           Managing Director - Finance     February 26, 1999
------------------------------
Carlos M. Garcia               Chief Financial Officer and
                               Chief Accounting Officer
                               (Principal Financial and
                               Accounting Officer)

/s/ Jeffrey M. Cunningham      Director                        February 26, 1999
---------------------------
Jeffrey M. Cunningham


/s/ Robert J. Donato           Director                        February 26, 1999
------------------------------
Robert J. Donato


/s/ Michael E. Dougherty       Director                        February 26, 1999
--------------------------
Michael E. Dougherty


/s/ Ben M. Enis                Director                        February 26, 1999
------------------------------
Ben M. Enis


/s/ Edwin Heller               Director                        February 26, 1999
Edwin Heller


/s/ Harley W. Snyder           Director                        February 26, 1999
--------------------------
Harley W. Snyder
[{"type": "S-8", "sequence": "1", "description": "TAX DEFERRED SAVINGS PLAN", "secsgml_size_bytes": 20588}]
{"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": "333-73089", "film-number": "99552896"}, "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 February 26, 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 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.
              Tax Deferred Savings and Supplemental Investment Plan
    (As Amended and Restated Effective May 6, 1996) (as subsequently amended)
                            (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 Number of shares Proposed maximum
                                    offering
                to be registered to be registered price per share

-------------------------------------------------------------------------------
                       Common Stock, 1,000,000 shares $n/a
                            $.05 par value per share1

-------------------------------------------------------------------------------
             Proposed maximum aggregate Amount of Registration Fee
                                 offering price2
                            $ 3,821,875.00 $10,625.00

===============================================================================
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           Plan Information*

ITEM 2.           Registrant Information and Employee Plan Annual Information*

                  *The   document(s)   containing  the  employee   benefit  plan
                  information  required by ITEM 1 of Form S-8 and the  statement
                  of availability of information  regarding  Countrywide  Credit
                  Industries,  Inc. (the  "Company")  and any other  information
                  required  by ITEM 2 of Form  S-8  will  be  sent or  given  to
                  employees as specified by Rule 428 under the Securities Act of
                  1933, as amended (the  "Securities  Act").  In accordance with
                  Rule  428 and the  requirements  of Part I of Form  S-8,  such
                  documents are not being filed with the registration  statement
                  or as prospectuses or prospectus  supplements pursuant to Rule
                  424 under the  Securities  Act. The Company  shall  maintain a
                  file of such  documents in accordance  with the  provisions of
                  Rule 428.  Upon  request,  the  Company  shall  furnish to the
                  Securities and Exchange  Commission (the  "Commission") or its
                  staff a copy or copies  of all of the  documents  included  in
                  such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Certain Documents by Reference

                  The following documents previously filed by Countrywide Credit
                  Industries,  Inc.  (the  "Company")  with the  Commission  are
                  hereby incorporated by reference:

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended February
28, 1998;

(b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended May 31,
1998, August 31, 1998 and November 30, 1998; and

(c) The description of the Common Stock contained in the Company's  Registration
Statement on Form 8-A, filed with the Commission on November 24, 1982.

                  All documents filed by the Company  pursuant to Section 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  which indicates that all securities
                  offered  have been sold or which  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  (each  such
                  document, an "Incorporated Document"). Any statement contained
                  herein   or  in  an   Incorporated   Document   deemed  to  be
                  incorporated  by  reference  herein  shall  be  deemed  to  be
                  modified or superseded for purposes  hereof to the extent that
                  a  statement  contained  herein or in any  other  subsequently
                  filed  Incorporated   Document  modifies  or  supersedes  such
                  statement.  Any such statement so modified or superseded shall
                  not  be  deemed,  except  as so  modified  or  superseded,  to
                  constitute a part hereof.

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

                  The Company has previously  submitted the  Countrywide  Credit
                  Industries,   Inc.  Tax  Deferred   Savings  and  Supplemental
                  Investment  Plan (the "Plan") to the Internal  Revenue Service
                  (the  "IRS")  in a timely  manner  and has  made  all  changes
                  required  by the IRS to  qualify  the  Plan,  and the  Company
                  hereby  undertakes  to  continue  to submit  the Plan and each
                  amendment  thereto to the IRS in a timely manner and will make
                  all changes required to qualify the Plan.

4.1 Countrywide  Credit  Industries,  Inc. Tax Deferred Savings and Supplemental
Investment Plan.
                 
4.1.1 Amendment One Countrywide Credit Industries, Inc. Tax Deferred Savings and
Supplemental Investment Plan

4.1.2 Amendment Two Countrywide Credit Industries, Inc. Tax Deferred Savings and
Supplemental Investment Plan
                 
4.1.3 Amendment Three Countrywide Credit  Industries,  Inc. Tax Deferred Savings
and Supplemental Investment Plan
                  
4.2*  Certificate  of  Amendment of Restated  Certificate  of  Incorporation  of
Countrywide Credit Industries, Inc. (incorporated by reference to Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q dated August 31, 1987).

                  
4.3* Restated  Certificate of  Incorporation of Countrywide  Credit  Industries,
Inc. (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report
on From 10-Q dated August 31, 1987).
                 
4.4* 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 dated February 10, 1988).

4.4.1* Amendment to Bylaws of Countrywide Credit Industries,  Inc. dated January
28, 1998.

4.4.2* Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February
3, 1998.

4.5* 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
pursuant to Section 12 of the  Securities  Exchange  Act of 1934 on February 12,
1988).
                  
4.5.1*  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).

4.6*  Specimen  Certificate  of the  Company's  Common  Stock  (incorporated  by
reference to Exhibit 4.2 to the Company's  Report on Form 8-K dated  February 6,
1987).

5  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 Sandor E. Samuels (included in Opinion filed as Exhibit 5).

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;
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  (a)(I)(i) and
(a)(I)(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 26th day of
February, 1999.

                                    COUNTRYWIDE CREDIT INDUSTRIES, INC.

                                    By:     /s/ David S. Loeb
                                            David S. Loeb
                             Chairman and President

         Signatures                  Title                       Date

/s/ David S. Loeb               Chairman of the   Board        February 26, 1999
------------------------------
David S. Loeb                   of Directors and President
                                (Principal Executive
                                Officer); Director

/s/ Angelo R. Mozilo           Chief Executive Officer         February 26, 1999
------------------------------
Angelo R. Mozilo               and Vice Chairman
                               of the Board of Directors;
                               Director

/s/ Carlos M. Garcia           Managing Director - Finance     February 26, 1999
------------------------------
Carlos M. Garcia               Chief Financial Officer and
                               Chief Accounting Officer
                               (Principal Financial and
                               Accounting Officer)

/s/ Jeffrey M. Cunningham      Director                        February 26, 1999
---------------------------
Jeffrey M. Cunningham

/s/ Robert J. Donato           Director                        February 26, 1999
------------------------------
Robert J. Donato

/s/ Michael E. Dougherty       Director                        February 26, 1999
--------------------------
Michael E. Dougherty

/s/ Ben M. Enis                Director                        February 26, 1999
------------------------------
Ben M. Enis

/s/ Edwin Heller               Director                        February 26, 1999
Edwin Heller

/s/ Harley W. Snyder           Director                        February 26, 1999
--------------------------
Harley W. Snyder