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.

                 Amended and Restated Deferred Compensation 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               Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share           Price1

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

Deferred Compensation           $18,000,000               100%                $18,000,000               $4752
Obligations2

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

                                  INTRODUCTION

This  Registration  Statement  on  Form  S-8  is  filed  by  Countrywide  Credit
Industries,  Inc.,  a  Delaware  corporation  (the  "Company"),  and  relates to
$18,000,000 of unsecured obligations of the Company to pay deferred compensation
in the future (the "Obligations") in accordance with the terms and conditions of
the Company's Amended and Restated Deferred Compensation Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information*

ITEM 2.  Registrant Information and Employee Plan Annual Information*

                  *   Information required by Part I of Form S-8 to be contained
                      in the  Section  10(a)  prospectus  is  omitted  from this
                      Registration  Statement in accordance  with Rule 428 under
                      the  Securities Act of 1933 and the Note to Part I of Form
                      S-8.

                                     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

                  $18,000,000 of  Obligations  are being  registered  under this
                  Registration  Statement  to be  offered  to a select  group of
                  management and highly compensated employees of the Company and
                  certain affiliated  companies (the "Participating  Employers")
                  who have been selected by a committee (the "Committee"), which
                  is  comprised of or appointed by the Board of Directors of the
                  Company, to participate in the Plan and who have completed and
                  submitted  to  the   Committee  a  written  form  electing  to
                  participate in the Plan (the "Election Form"). The Obligations
                  are  general   unsecured  and  unfunded   obligations  of  the
                  Participating  Employers to pay deferred  compensation  in the
                  future in accordance  with the terms of the Plan and rank pari
                  passu with other unsecured and unsubordinated  indebtedness of
                  the Participating Employers from time to time outstanding.

                  The amount of compensation deferred by each participant in the
                  Plan is  determined  in  accordance  with the Plan  based upon
                  elections by each  participant  submitted to the Company on an
                  Election Form. To participate in the Plan, during the calendar
                  year, a participant must defer a minimum of $2,000 from his or
                  her base salary and/or  bonuses and may elect to defer up to a
                  maximum  of 50% of his or her base  salary in excess of if the
                  limitations  set  forth  in  Internal   Revenue  Code  Section
                  401(a)(17)  and 100% of his or her bonuses  earned  during the
                  calendar year. A participant  may also defer the value accrued
                  upon exercise of stock  options in the Company's  common stock
                  that the  Committee  designated  before  July 27,  1997.  If a
                  participant  elects to defer  such gain,  during the  calendar
                  year, a  participant  must defer a minimum of 10% of such gain
                  and may defer up to a maximum  of 100% of such gain  exercised
                  during such calendar year.

                  Obligations   will   consist  of  an  amount   equal  to  each
                  participant's "Account Balance" under the Plan, which includes
                  (i) the sum of the participant's  deferral amounts,  plus (ii)
                  amounts  credited to the  participant's  account  based on the
                  participant's  selection from measurement fund alternatives in
                  accordance  with  and  subject  to the  rules  and  procedures
                  established  from  time  to time by the  Committee  and  other
                  crediting  provisions  of the  Plan,  plus  (iii)  any  vested
                  contributions  made by  Company,  less (iv) all  distributions
                  made to the participant or his or her beneficiary  pursuant to
                  the Plan that relate to the participant's account.

                  A participant may elect to receive  distributions  from his or
                  her account in one of several manners,  including lump sum and
                  installment.  A  participant  also may elect to receive a five
                  year  short-term  payout and, if  eligible,  make  unscheduled
                  withdrawals from his or her account.  The distribution choices
                  provided  to  a  participant  may  differ   depending  on  the
                  circumstances   under   which  that   participant   terminates
                  employment with the Company or its  participating  subsidiary,
                  such as retirement,  death or disability.  A participant  must
                  make an initial distribution election upon commencement of his
                  or her  participation in the Plan and may change such election
                  annually;  provided,  however,  that an  election to receive a
                  five year  short-term  payout  with  respect to a  contributed
                  amount is  irrevocable,  subject  to a  one-time  election  to
                  change such amounts to a retirement benefit.

                  A trust  shall  be  established  to pay the  Obligations.  The
                  Company  and its  participating  subsidiaries  shall  at least
                  annually  transfer to such trust such assets as they determine
                  are  necessary  to  provide,  on a present  value  basis,  for
                  payment of the Obligations.  The Plan shall be administered by
                  the Committee,  which has the power to make, amend,  interpret
                  and  enforce all  appropriate  rules and  regulations  for the
                  administration  of the  Plan,  to  construe  and  resolve  all
                  questions  arising  under the Plan and  otherwise to carry out
                  the  terms of the  Plan.  The  Company  and its  participating
                  subsidiaries  may,  by  action  of  the  Board  of  Directors,
                  terminate the Plan at any time and amend the Plan from time to
                  time; provided, however, that no such amendment or termination
                  shall be effective,  without the participant's consent, to the
                  extent it reduces  or  eliminates  (except to the extent  that
                  amounts  are  distributed  under  the  Plan)  the  value  of a
                  participant's   Account   Balance  in  existence  as  of  such
                  amendment or termination.

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.  Amended and Restated  Deferred
     Compensation Plan

     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

         The Registrant.  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 __ 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
-----------------------------------------               -----               ----
     /s/ 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

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustee (or other  persons who  administer  the employee  benefit plan) have
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.
                                    AMENDED AND RESTATED DEFERRED
                                    COMPENSATION PLAN

     By: /s/ Harley W. Snyder
     ------------------------------------------------------------------
 Harley W. Snyder
     on behalf of the Countrywide Credit  Industries,  Inc. Amended and Restated
     Deferred  Compensation  Plan  Committee,  administrator  of the Countrywide
     Credit  Industries,  Inc. Amended and Restated  Deferred  Compensation Plan
     Committee


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

                     Description

     4.1  Countrywide  Credit  Industries,  Inc.  Amended and Restated  Deferred
     Compensation Plan

     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)





<PAGE>
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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.

                 Amended and Restated Deferred Compensation 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               Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share           Price1

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

Deferred Compensation           $18,000,000               100%                $18,000,000               $4752
Obligations2

============================ =================== ======================= ====================== ======================
INTRODUCTION

This  Registration  Statement  on  Form  S-8  is  filed  by  Countrywide  Credit
Industries,  Inc.,  a  Delaware  corporation  (the  "Company"),  and  relates to
$18,000,000 of unsecured obligations of the Company to pay deferred compensation
in the future (the "Obligations") in accordance with the terms and conditions of
the Company's Amended and Restated Deferred Compensation Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information*

ITEM 2.  Registrant Information and Employee Plan Annual Information*

                  *   Information required by Part I of Form S-8 to be contained
                      in the  Section  10(a)  prospectus  is  omitted  from this
                      Registration  Statement in accordance  with Rule 428 under
                      the  Securities Act of 1933 and the Note to Part I of Form
                      S-8.

                                     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

                  $18,000,000 of  Obligations  are being  registered  under this
                  Registration  Statement  to be  offered  to a select  group of
                  management and highly compensated employees of the Company and
                  certain affiliated  companies (the "Participating  Employers")
                  who have been selected by a committee (the "Committee"), which
                  is  comprised of or appointed by the Board of Directors of the
                  Company, to participate in the Plan and who have completed and
                  submitted  to  the   Committee  a  written  form  electing  to
                  participate in the Plan (the "Election Form"). The Obligations
                  are  general   unsecured  and  unfunded   obligations  of  the
                  Participating  Employers to pay deferred  compensation  in the
                  future in accordance  with the terms of the Plan and rank pari
                  passu with other unsecured and unsubordinated  indebtedness of
                  the Participating Employers from time to time outstanding.

                  The amount of compensation deferred by each participant in the
                  Plan is  determined  in  accordance  with the Plan  based upon
                  elections by each  participant  submitted to the Company on an
                  Election Form. To participate in the Plan, during the calendar
                  year, a participant must defer a minimum of $2,000 from his or
                  her base salary and/or  bonuses and may elect to defer up to a
                  maximum  of 50% of his or her base  salary in excess of if the
                  limitations  set  forth  in  Internal   Revenue  Code  Section
                  401(a)(17)  and 100% of his or her bonuses  earned  during the
                  calendar year. A participant  may also defer the value accrued
                  upon exercise of stock  options in the Company's  common stock
                  that the  Committee  designated  before  July 27,  1997.  If a
                  participant  elects to defer  such gain,  during the  calendar
                  year, a  participant  must defer a minimum of 10% of such gain
                  and may defer up to a maximum  of 100% of such gain  exercised
                  during such calendar year.

                  Obligations   will   consist  of  an  amount   equal  to  each
                  participant's "Account Balance" under the Plan, which includes
                  (i) the sum of the participant's  deferral amounts,  plus (ii)
                  amounts  credited to the  participant's  account  based on the
                  participant's  selection from measurement fund alternatives in
                  accordance  with  and  subject  to the  rules  and  procedures
                  established  from  time  to time by the  Committee  and  other
                  crediting  provisions  of the  Plan,  plus  (iii)  any  vested
                  contributions  made by  Company,  less (iv) all  distributions
                  made to the participant or his or her beneficiary  pursuant to
                  the Plan that relate to the participant's account.

                  A participant may elect to receive  distributions  from his or
                  her account in one of several manners,  including lump sum and
                  installment.  A  participant  also may elect to receive a five
                  year  short-term  payout and, if  eligible,  make  unscheduled
                  withdrawals from his or her account.  The distribution choices
                  provided  to  a  participant  may  differ   depending  on  the
                  circumstances   under   which  that   participant   terminates
                  employment with the Company or its  participating  subsidiary,
                  such as retirement,  death or disability.  A participant  must
                  make an initial distribution election upon commencement of his
                  or her  participation in the Plan and may change such election
                  annually;  provided,  however,  that an  election to receive a
                  five year  short-term  payout  with  respect to a  contributed
                  amount is  irrevocable,  subject  to a  one-time  election  to
                  change such amounts to a retirement benefit.

                  A trust  shall  be  established  to pay the  Obligations.  The
                  Company  and its  participating  subsidiaries  shall  at least
                  annually  transfer to such trust such assets as they determine
                  are  necessary  to  provide,  on a present  value  basis,  for
                  payment of the Obligations.  The Plan shall be administered by
                  the Committee,  which has the power to make, amend,  interpret
                  and  enforce all  appropriate  rules and  regulations  for the
                  administration  of the  Plan,  to  construe  and  resolve  all
                  questions  arising  under the Plan and  otherwise to carry out
                  the  terms of the  Plan.  The  Company  and its  participating
                  subsidiaries  may,  by  action  of  the  Board  of  Directors,
                  terminate the Plan at any time and amend the Plan from time to
                  time; provided, however, that no such amendment or termination
                  shall be effective,  without the participant's consent, to the
                  extent it reduces  or  eliminates  (except to the extent  that
                  amounts  are  distributed  under  the  Plan)  the  value  of a
                  participant's   Account   Balance  in  existence  as  of  such
                  amendment or termination.

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.  Amended and Restated  Deferred
     Compensation Plan

     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

         The Registrant.  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 __ 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
-----------------------------------------               -----               ----
     /s/ 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

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustee (or other  persons who  administer  the employee  benefit plan) have
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.
                                    AMENDED AND RESTATED DEFERRED
                                    COMPENSATION PLAN

     By: /s/ Harley W. Snyder
     ------------------------------------------------------------------
 Harley W. Snyder
     on behalf of the Countrywide Credit  Industries,  Inc. Amended and Restated
     Deferred  Compensation  Plan  Committee,  administrator  of the Countrywide
     Credit  Industries,  Inc. Amended and Restated  Deferred  Compensation Plan
     Committee
EXHIBIT INDEX

Exhibit Number

                     Description

     4.1  Countrywide  Credit  Industries,  Inc.  Amended and Restated  Deferred
     Compensation Plan

     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)