AMENDMENT NUMBER THREE
                                        COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                              1993 STOCK OPTION PLAN
                                    (AMENDED AND RESTATED AS OF MARCH 27, 1996)



         WHEREAS, Countrywide Credit Industries, Inc. (the "Company") desires to
amend its 1993 Stock Option Plan, amended and restated as of March 27, 1996 (the
"Plan"),  to allow for the vesting of Director  Options (as defined in the Plan)
upon the death of a director;
    NOW, THEREFORE,  the Plan shall be amended as follows effective February 18,
    1998:  1.  Subparagraph  5(e) shall be amended  in its  entirety  to read as
    follows:

                  "(e) Subject to section 7(e) hereof, Director Options shall be
         fully  exercisable  in whole or in part at any time after one year from
         the date of grant of the Director Option,  provided,  however, that all
         Director Options granted to a Nonemployee Director shall be immediately
         exercisable  in  whole  or in  part in the  case  of  such  Nonemployee
         Director's death."

    IN WITNESS WHEREOF, the Company has caused this third amendment to be

executed by its duly authorized officer this 18th day of February, 1998.

                         Countrywide Credit Industries, Inc.



                         By:  /s/_____________________
                                   Anne McCallion
                                   Managing Director

Attest:



/s/_______________________
Susan Bow
Assistant Secretary