FIRST AMENDMENT

                                     TO THE

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

                             1993 STOCK OPTION PLAN


               WHEREAS, Countrywide Credit Industries, Inc. (the "Company")
established the Countrywide Credit Industries, Inc. 1993 Stock Option Plan
(the
"Plan"); and

               WHEREAS, Paragraph (a) of Section 5 of the Plan permits a
nonemployee director to elect not to receive a stock option grant thereunder,
provided such election is made prior to the time such person becomes a
director
of the Company or at least six months and one day prior to the time the grant
would have been made under the Plan; and

               WHEREAS, the Company desires to amend the Plan to provide that
a
nonemployee director may elect to decline an award thereunder or may elect to
revoke a previously made election to decline an award thereunder, in either
case
at any time prior to the date that Director Options (as defined in the Plan)
are
schedule to be granted under the Plan; and

               NOW, THEREFORE,

               1.   Paragraph (a) of Section 5 of the Plan is hereby deleted
in
its entirety and the following is inserted in its place and stead:

(a)  Grant.  Director Options shall be granted to each Nonemployee Director on
the first business day of June of each year that the Plan is in effect.  The
number of Shares and the purchase price therefor of each Director Option shall
be as provided in this Section 5 and such Options shall be evidenced by an
Agreement containing such other terms and conditions not inconsistent with the
provisions of this Plan as determined by the Board.  Notwithstanding the
foregoing provisions of this Subsection (a), no Option shall be granted in any
year to a Nonemployee Director who makes a written election not to receive
such
Option under the Plan, provided such election is filed with the Secretary of
the
Company at least one business day prior to the date such grant would otherwise
be made under the Plan; provided, further, that an election made pursuant to
this sentence (including an election that was effective under this Subsection
as
in effect before February 2. 1995) shall remain effective until the next
business day following the date a written notice revoking such election is
made
and filed with the Secretary of the Company.  A Nonemployee Director who makes
an election not to receive an Option will not receive anything from the
Company
in lieu thereof.

               IN WITNESS WHEREOF, the Company has caused this First Amendment
to be executed by its duly authorized officer this 2nd day of February, 1995.

                                   Countrywide Credit Industries, Inc.


                                   By
                                        Sandor E. Samuels
                                        Managing Director

[Corporate Seal]



Attest:
           Gwen J. Eells
           Assistant Secretary