14
Rule 424(b)(3)
                                             Registration No. 33-
                                             53048
                                   PROSPECTUS
                                        
                                        
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                           DIVIDEND REINVESTMENT PLAN


The  Dividend  Reinvestment Plan (the "Plan") of Countrywide Credit  Industries,
Inc.  (the "Company") provides holders of record and beneficial owners of shares
of  Common  Stock, $.05 par value, of the Company (the "Common  Stock")  with  a
simple and convenient method of investing cash dividends in additional shares of
stock  at a 4% discount (subject to change) from the market price (as determined
in  accordance with the Plan).  In addition, brokers and nominees  may  reinvest
dividends on behalf of beneficial owners.  Those holders of Common Stock who  do
not  participate  in the Plan will receive cash dividends, as declared,  in  the
usual manner.


A participant in the Plan may obtain additional shares of Common Stock by:

  reinvesting dividends on all shares held by the participant; or

  reinvesting  dividends  on part of the shares held by the  participant  (while
  continuing to receive cash dividends on his or her remaining shares).

This  Prospectus  relates to 787,500 shares of Common Stock offered  hereby  and
registered  for sale under the Plan.  Participants should retain this Prospectus
for future reference.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES  AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY  STATE  SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY  OF  THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


          THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
                ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY
                   REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                 The date of this Prospectus is October 6, 1995
This  Prospectus  does not constitute an offer to sell or a solicitation  of  an
offer  to  buy any of the securities offered hereby in any jurisdiction  to  any
person  to  whom  it is unlawful to make such an offer or solicitation  in  such
jurisdiction.  No person has been authorized to give any information or to  make
any  representations other than those contained in this Prospectus in connection
with  the  offering  made  hereby, and if given or  made,  such  information  or
representations  must  not  be  relied upon as having  been  authorized  by  the
Company.   Neither the delivery of this Prospectus nor any sale  made  hereunder
shall,  under any circumstances, create any implication that information  herein
is correct as of any time subsequent to the date hereof.



                                TABLE OF CONTENTS


Available Information                                   3
Incorporation of Certain Documents by Reference         3
Countrywide Credit Industries, Inc.                     3
The Plan                                                4
Purpose                                                 4
Advantages                                              5
Administration                                          5
Participation                                           6
Purchases and Prices of Shares                          8
Reports to Participants                                 9
Dividends on Fractions                                  9
Certificates for Common Shares                          9
Withdrawals                                            10
Other Information                                      10
Dividends                                              13
Use of Proceeds                                        14
Legal Opinion                                          14
Experts                                                14
Indemnification                                        14
                              AVAILABLE INFORMATION

The  Company  is  subject to the informational requirements  of  the  Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act")  and,  in  accordance
therewith, files reports and other information with the Securities and  Exchange
Commission.   Reports,  proxy  statements and other information  concerning  the
Company  can be inspected at Room 1024 of the Commission's office at  450  Fifth
Street,  N.W., Washington, D.C. 20549 and the Commission's Regional  Offices  in
New  York  (Suite  1300, 7 World Trade Center, New York,  New  York  10048)  and
Chicago (Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661),  and  copies of such material can be obtained from the Public  Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,  at
prescribed  rates.   Reports, proxy statements and other information  concerning
the  Company also may be inspected at the offices of the New York Stock Exchange
and the Pacific Stock Exchange where the Company's Common Stock is listed.  This
Prospectus  does  not  contain all information set  forth  in  the  Registration
Statement  and Exhibits thereto which the Company has filed with the  Commission
under  the  Securities Act of 1933, as amended and to which reference is  hereby
made.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission by the
Company  are  incorporated by reference in this Prospectus:  (1)  the  Company's
Annual  Report on Form 10-K for the year ended February 28, 1995;  and  (2)  the
Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1995;  and
(3)  the description of the Common Stock contained in the Company's registration
statement  under Section 12 of the Exchange Act and all amendments  and  reports
filed for the purpose of updating that description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of  the Exchange Act subsequent to the date of this Prospectus and prior to  the
termination  of  the offering of the securities offered hereby shall  be  deemed
incorporated by reference into this Prospectus and to be a part hereof from  the
date of filing such documents.

Any  person receiving a copy of this Prospectus may obtain without charge,  upon
request, a copy of any of the documents incorporated by reference herein, except
for  the  exhibits to such documents.  Written requests should be  addressed  to
Investor Relations, Countrywide Credit Industries, Inc., 155 North Lake  Avenue,
P.O.  Box  7137,  Pasadena, California  91109-7137.  Telephone requests  may  be
directed to Investor Relations at (818) 304-7523.

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

The  Company  is  a  holding  company which, through  its  principal  subsidiary
Countrywide  Funding Corporation, is engaged primarily in the  mortgage  banking
business, and as such originates, purchases, sells and services mortgage  loans.
The  Company's mortgage loans are principally first-lien mortgage loans  secured
by  single (one to four) family residences.  The Company also offers home equity
loans  both  in conjunction with newly produced first-lien mortgages  and  as  a
separate  product.   The  Company, through its other wholly-owned  subsidiaries,
offers products and services complementary to its mortgage banking business.   A
subsidiary   of  the  Company  sells  to  other  broker-dealers  mortgage-backed
securities,   including  agency  mortgage-backed  securities  and  agency-issued
collateralized mortgage obligation ("CMO") classes primarily on an odd-lot basis
(i.e.,  in  denominations between $25,000 and $1,000,000) and  to  institutional
investors, subordinate structures of whole loan CMOs.  In addition, a subsidiary
of  the  Company receives fee income for managing the operations of CWM Mortgage
Holdings,  Inc.  (formerly Countrywide Mortgage Investments, Inc.)   ("CWM"),  a
real  estate  investment trust whose shares are traded on  the  New  York  Stock
Exchange.   In 1993, CWM adopted a new operating plan and established a  taxable
subsidiary  that  principally operates as a jumbo and  otherwise  non-conforming
mortgage  loan  conduit.   CWM has also commenced warehouse  lending  operations
which  provide short-term revolving financing to certain mortgage  bankers,  and
construction  lending  operations  which provide  financing  to  developers  and
individuals.   The Company also has a subsidiary which acts as an agent  in  the
sale  of  homeowners,  fire,  flood, earthquake, mortgage  life  and  disability
insurance  to  CFC's  mortgagors  in  connection  with  CFC's  mortgage  banking
operations.   Another  subsidiary of the Company earns fee income  by  brokering
servicing  contracts  owned by other mortgage lenders and loan  servicers.   The
Company  also  has  a  subsidiary  that provides  title  insurance  services  to
realtors,   builders,   consumers,  mortgage   brokers   and   other   financial
institutions.  The Company's principal executive office is located at 155  North
Lake Avenue, Pasadena, California  91101.

                                    THE PLAN

The  Plan was authorized by the Company's Board of Directors on March 24,  1992.
The following questions and answers explain and constitute the Plan which became
effective  October 30, 1992.  Shareholders who do not participate  in  the  Plan
will receive cash dividends, as declared, by check in the usual manner.

PURPOSE

1.   What is the purpose of the Plan?

     The primary purpose of the Plan is to provide eligible holders of shares of
     common stock (the "Common Stock") of Countrywide Credit Industries, Inc.
     (the "Company") with a convenient and simple method of increasing their
     investment in the Company by investing cash dividends in newly issued
     shares of Common Stock, if available, or, if not available, in shares of
     Common Stock purchased in the open market.  When newly issued shares of
     Common Stock are purchased from the Company, the Company will receive new
     equity capital funds available for general corporate purposes.

     The Plan is intended for the benefit of long-term investors, and not for
     the benefit of individuals or institutions who engage in short-term trading
     activities which cause aberrations in the composite trading volume of the
     Common Stock.  The Company accordingly reserves the right to terminate
     participation at any time by a shareholder who is using the Plan for
     purposes inconsistent with the intended purpose of the Plan.

ADVANTAGES

2.   What are the advantages of the Plan?

     Participants in the Plan may:

            Automatically reinvest cash dividends on all of their Common Stock.

               Automatically reinvest cash dividends on less than all of their
          Common Stock and continue to receive cash dividends on their remaining
          shares.

               Avoid brokerage commissions, service charges or other fees in
          connection with purchases under the Plan.

     As of the date of this Prospectus, purchases of Common Stock with
     reinvested dividends are made at a 4% discount (the "Dividend Reinvestment
     Discount") from the "Current Market Price" as defined in the answer to
     Question 10.  However, the Dividend Reinvestment Discount may be changed or
     eliminated at the Company's discretion.

     Full investment of funds is possible under the Plan because it permits
     participants' accounts to be credited not only with full shares but also
     with fractional shares which participate in subsequent dividends.
     Statements reflecting each purchase will be sent as soon as practicable
     after each purchase.

ADMINISTRATION

3.   Who administers the Plan?

     The Bank of New York (the "Agent"), as designated agent for each
     participating shareholder, administers the Plan, keeps records, sends
     statements of account activity to each participant and performs other
     duties relating to the Plan.  Shares purchased under the Plan and held by
     the Agent will be registered in the Agent's name or the name of its nominee
     for the benefit of the participants.  In the event that the Agent resigns
     or otherwise ceases to act as agent, the Company will appoint a new agent
     to administer the Plan.

     The Agent also acts as dividend disbursing agent, transfer agent and
     registrar for the Company's Common Stock.


PARTICIPATION

4.   Who is eligible to participate?

     All holders of record of at least one share of Common Stock are eligible to
     participate in the Plan.  If his or her shares are held in the
     shareholder's own name, he or she may participate directly in the Plan.  A
     beneficial owner whose shares are registered in any name other than his or
     her own (for example, in the name of a broker, bank or other nominee) must
     either become a shareholder of record by having shares transferred into his
     or her own name or arrange with the record holder to participate on his or
     her behalf.

5.   Is partial participation possible under the Plan?

     Yes.  Shareholders may designate on the Authorization Card a number of
     shares for which dividends are to be reinvested.  Dividends will thereafter
     be reinvested on the number of shares specified, and the shareholder will
     continue to receive cash dividends on the remainder of the shares.

6.   How does an eligible shareholder participate?

     Shareholders may join the Plan by completing and signing an Authorization
     Card and returning it to the Agent.  Authorization Cards may be obtained at
     any time from the Agent: The Bank of New York, Dividend Reinvestment, P.O.
     Box 1958, Newark, New Jersey 07101-9774, telephone (800) 524-4458; or the
     Company: Countrywide Credit Industries, Inc., Investor Relations MS 9-19,
     155 North Lake Avenue, Pasadena, California  91101, telephone (818) 304-
     7523.

     Beneficial owners whose shares are held at a securities depository and who
     wish to participate in the Plan must instruct their broker, bank or other
     nominee to make arrangements with the depository to permit such beneficial
     owners to participate in the Plan.  All other beneficial owners must
     instruct their nominees to complete a Broker and Nominee Authorization Form
     (a "B & N Form") and return it to the Agent.  In either case, the Agent
     must receive a B & N Form or instructions from a securities depository on
     behalf of a beneficial owner each time such beneficial owner wishes to
     reinvest a quarterly dividend.

7.   When may an eligible shareholder join the Plan?

     A shareholder of record may join the Plan at any time.  Once in the Plan, a
     participant remains in the Plan until he or she terminates participation,
     the Company terminates his or her participation or the Plan terminates.

8.   When will dividends be reinvested?

     When shares are purchased from the Company, such purchases will be made on
     the "Investment Date" in each month.  The Investment Date will be the
     expected dividend payment date in those months in which a dividend is
     payable (currently January, April, July and October).

     Where market transactions are made, the Agent will make every effort to
     make the purchases promptly, beginning on the Investment Date and
     completing such purchases no later than 30 days from such date or as soon
     thereafter as practicable.  Such purchases may be made on any securities
     exchange where the shares are traded, in the over-the-counter market or by
     negotiated transactions, and may be subject to such terms with respect to
     price, delivery and other matters as agreed to by the Agent.  Neither the
     Company nor any participant shall have any authorization or power  to
     direct the time or price at which shares will be purchased or the selection
     of the broker or dealer through or from whom purchases are to be made by
     the Agent.

     If the Authorization Card is received prior to the record date for a
     dividend payment, the election to reinvest dividends will begin with that
     dividend payment.  If the Authorization Card is received on or after any
     such record date, reinvestment of dividends will begin on the dividend
     payment date following the next record date if the participant is still a
     shareholder of record.  Record dates for payment of dividends normally
     precede payment dates by three weeks.

     Shares will be allocated and credited to participants' accounts as follows:
     (1) shares purchased from the Company will be allocated and credited on the
     appropriate Investment Date; and (2) shares purchased in market
     transactions will be allocated and credited as of the date on which the
     Agent completes the purchases of the aggregate number of shares to be
     purchased.

9.   What does the Authorization Card provide?

     If the shareholder elects "Full Dividend Reinvestment," the Authorization
     Card directs the Agent to apply toward the purchase of additional shares
     all cash dividends on all the shares then or subsequently registered in the
     shareholder's name.  If the shareholder elects to reinvest dividends on
     only a portion of the shares held of record, the Authorization Card directs
     the Agent to apply all cash dividends on the number of shares specified on
     the Authorization Card toward the purchase of additional shares.  The
     Authorization Card further directs the Agent to reinvest automatically any
     subsequent dividends on shares accumulated and held in a participant's Plan
     account.


PURCHASES AND PRICES OF SHARES

10.  How will the price of Common Stock purchased under the Plan be determined?

     If the Agent purchases treasury or newly-issued common shares under the
     Plan from the Company, the "Current Market Price" will be the average of
     the daily high and low sales prices of the Common Stock on the New York
     Stock Exchange for the ten trading days (each a "Trading Day") ending on
     the Investment Date (as defined in the answer to Question 8 above) or, if
     no trading occurs in the Common Stock on one or more of such trading days,
     for the ten trading days immediately preceding the Investment Date for
     which trades are reported (the "Pricing Period").  If the Agent purchases
     Common Stock under the Plan in market transactions, the "Current Market
     Price" will be the weighted average of the actual prices paid for the
     Common Stock purchased by the Agent.

     The Company will advise the Agent at least five business days in advance of
     any record date if it will not make shares available on the next dividend
     payment date.  To the extent the Company makes shares available to the
     Agent under the Plan, the Agent will acquire the shares directly from the
     Company.

     The purchase price of Common Stock purchased with reinvested dividends will
     be the applicable Current Market Price less the Dividend Reinvestment
     Discount, if any, then in effect for such purchases.  The Company, in its
     sole discretion, may change or eliminate the Dividend Reinvestment Discount
     upon sending Plan participants written notice.

11.  How many shares of Common Stock will be purchased for participants?

     The number of shares to be purchased depends on the amount of dividends
     being reinvested and the purchase price of the shares.  Each participant's
     account will be credited with the number of shares, including fractions
     computed to four decimal places, equal to the amount invested divided by
     the purchase price per share.

 12. Are there any out-of-pocket costs to participants in connection with
     purchases under the Plan?

     No.  All costs of administration of the Plan and all brokerage fees or
     commissions on shares purchased for the Plan are paid by the Company.
     There are no expenses in connection with withdrawal from the Plan unless a
     shareholder requests that shares be sold upon withdrawal from the Plan, in
     which case fees will be charged.  (See answer to Question 18.)


REPORTS TO PARTICIPANTS

13.  What kind of reports will be sent to participants in the Plan?

     Each participant in the Plan will receive a statement of his or her account
     following each purchase of additional shares.  These statements are
     participants' continuing record of the cost of their purchases and should
     be retained for income tax purposes.  In addition, participants will
     receive copies of other communications sent to holders of the Common Stock,
     including the Company's annual report to its shareholders, the notice of
     annual meeting and proxy statement in connection with its annual meeting of
     shareholders and Internal Revenue Service information for reporting
     dividends paid.

DIVIDENDS ON FRACTIONS

14.  Will participants be credited with dividends on fractions of shares?

     Yes.

CERTIFICATES FOR COMMON SHARES

15.  Will certificates be issued for shares purchased?

     Common Stock purchased for participants will be held in the name of the
     Agent or its nominee.  No certificates will be issued to participants for
     shares in the Plan unless a participant submits a written request to the
     Agent or until participation in the Plan is terminated.  At any time, a
     participant may request the Agent to send a certificate for some or all of
     the whole shares credited to a participant's account.  This request should
     be mailed to the Agent at the address set forth in the answer to Question
     6.  Any remaining whole shares and any fractions of shares will remain
     credited to the Plan account.

     Certificates for fractional shares will not be issued under any
     circumstances.

16.  In whose name will certificates be registered when issued?

     Each Plan account will be maintained in the name or names in which the
     certificates were registered at the time the participant entered the Plan.
     Consequently, certificates for whole shares will be similarly registered
     when issued.


WITHDRAWALS

17.  When may participants withdraw from the Plan?

     Participants may withdraw from the Plan at any time.  If the request to
     withdraw is received prior to a dividend record date set by the Board of
     Directors for determining shareholders of record entitled to receive a
     dividend, the request will be processed on the day following receipt of the
     request by the Agent.

     If the request to withdraw is received by the Agent on or after a dividend
     record date, but before the payment date, the Agent, in its sole
     discretion, may either pay such dividend in cash or reinvest it in shares
     for the participant's account.  The request for withdrawal will then be
     processed as promptly as possible following such dividend payment date.
     All dividends subsequent to such dividend payment date will be paid in cash
     unless a shareholder re-enrolls in the Plan, which may be done at any time.

18.  How does a participant withdraw from the Plan?

     A participant who wishes to withdraw from the Plan must notify the Agent in
     writing at its address set forth in the answer to Question 6.  If a
     participant terminates his or her entire participation in the Plan or if
     the Company terminates the Plan, certificates for the whole shares credited
     to his or her account under the Plan will be issued unless a participant
     requests otherwise as provided below.  A cash payment will be made for any
     fraction of a share.

     Upon withdrawal from the Plan, a participant may also request in writing
     that the Agent sell all or part of the shares credited to his or her
     account in the Plan.  The Agent will sell the shares as requested as soon
     as practicable after processing the request for withdrawal.  The
     participant will receive the proceeds of the sale, less a sale fee of
     $15.00 per transaction paid to the Agent, any brokerage fees or commissions
     and any applicable stock transfer tax.

OTHER INFORMATION

19.  What happens if a participant sells or transfers all of the shares
     registered in the participant's name?

     If a participant disposes of all shares registered in his or her name, and
     is not shown as a record owner on a dividend record date, the participant
     may be terminated from the Plan  and such termination treated as though a
     withdrawal notice had been received prior to the record date.

20.  What happens if the Company declares a dividend payable in shares or
     declares a stock split?

     Any dividend payable in shares and any additional shares distributed by the
     Company in connection with a stock split in respect of shares credited to a
     participant's Plan account will be added to that account.  Stock dividends
     or split shares which are attributable to shares registered in a
     participant's own name and not in his or her Plan account will be mailed
     directly to the participant as in the case of shareholders not
     participating in the Plan.

21.  How will shares held by the Agent be voted at meetings of shareholders?

     If the participant has directly owned shares registered in his or her name,
     the participant will receive a proxy card covering both directly held
     shares and shares held in the Plan.  If the participant does not have
     directly owned shares registered in his or her name, the participant will
     receive a proxy covering shares held in the Plan through his or her broker,
     bank or other nominee.

     If a proxy is returned properly signed and marked for voting, all the
     shares covered by the proxy will be voted as marked.  If a proxy is
     returned properly signed but no voting instructions are given, all of the
     participant's shares will be voted in accordance with recommendations of
     the Board of Directors of the Company, unless applicable laws require
     otherwise.  If the proxy is not returned, or if it is returned unexecuted
     or improperly executed, shares registered in a participant's name may be
     voted only by the participant in person.

22.  What are the responsibilities of the Company and the Agent under the Plan?

     The Company and the Agent will not be liable in administering the Plan for
     any act done in good faith or required by applicable law or for any good
     faith omission to act including, without limitation, any claim of liability
     arising out of or with respect to failure to terminate a participant's
     account upon his or her death, the prices at which shares are purchased
     and/or the times when such purchases are made or any fluctuation in the
     market value before or after purchase or sale of shares.

     The Company and the Agent shall be entitled to rely on completed forms and
     the proof of due authority to participate in the Plan, without further
     responsibility of investigation or inquiry.

23.  May the Plan be changed or discontinued?

     Yes.  The Company may suspend, terminate, or amend the Plan at any time.
     Notice will be sent to participants of any suspension or termination, or of
     any amendment that alters the Plan terms and conditions, as soon as
     practicable after such action by the Company.

     The Company may substitute another administrator or agent in place of the
     Agent at any time; participants will be promptly informed of any such
     substitution.

     Any questions of interpretation arising under the Plan will be determined
     by the Company and any such determination will be final.

24.  What are the federal income tax consequences of participation in the Plan?

     Under an Internal Revenue Service ruling applicable to such plans,
     participants in the Plan are considered to have received a dividend for
     federal income tax purposes equal to the amount of the cash dividends under
     the Plan plus the amount of the discount on the market price of the shares
     purchased with reinvested dividends.  Such market price becomes the
     participant's basis in the shares purchased under the Plan.

     In addition, the Internal Revenue Service has ruled that brokerage
     commissions paid by the Company in connection with open market purchases on
     behalf of participants constitute dividend income to such participants.  A
     participant's basis in the shares so purchased would be increased by the
     amount of the brokerage commissions included in dividend income.

     A participant does not realize any taxable income upon the receipt of
     certificates for the whole shares credited to the participant's account
     under the Plan, either upon the participant's request for certificates for
     certain of those shares or upon withdrawal from or termination of the Plan.
     However, a participant's receipt upon withdrawal from or termination of the
     Plan, of a cash payment in lieu of a fractional share credited to the
     participant's account is treated as a redemption of that fractional share,
     and the participant realizes a gain or loss.  Gain or loss is also realized
     by the shareholder upon the sale or exchange of shares after withdrawal
     from the Plan.  The amount of such gain or loss is the difference between
     the amount which the shareholder receives for each whole or fractional
     share and the shareholder's tax basis.

     Shareholders may defer the tax consequences described above by
     participating in the Plan through an IRA.

     A foreign shareholder, who is a participant and whose dividends are subject
     to United States income tax withholding, has the amount of the tax withheld
     deducted from such dividends before reinvestment in additional shares for
     such participant's Plan account.  The statements confirming purchases made
     for a foreign participant will indicate that tax has been withheld.

     The final statement received from the Agent for any calendar year includes
     information for that year regarding total dividends paid on shares held in
     the Plan, the total discount received and the market price per share
     purchased.  In addition, the Agent sends each participant a statement at
     year end showing total dividends paid on shares held of record.  These
     statements should be retained for tax reporting purposes.

     Statements will not be sent directly to stockholders participating through
     a broker or nominee.  Thus, beneficial owners of shares so held must make
     arrangements with their brokers or nominees to receive the appropriate tax
     statements.

     The foregoing discussion is only a brief summary of certain federal income
     tax provisions applicable to participation in the Plan based on current law
     and is for general information only.  It is not a complete enumeration or
     analysis of all the tax consequences of participating in the Plan and may
     not describe the tax consequences to a particular participant in light of
     individual circumstances.  The law and interpretational authorities on
     which such summary is based are subject to change at any time, which could
     change the tax consequences described above.  Accordingly, participants are
     urged to consult their own tax advisors for advice relating to the federal,
     state, local, and foreign tax consequences of participation in the Plan.

25.  Who bears the risk of market fluctuations in the Company's Common Stock?

     A participant's investment in shares held in the Plan account is no
     different from his or her investment in directly held shares.  The
     participant bears the risk of any loss and enjoys the benefits of any gain
     from market price changes with respect to such shares.

26.  Who should be contacted with questions about the Plan?

     All correspondence regarding the Plan should be directed to:

     The Bank of New York
     Dividend Reinvestment
     P.O. Box 1958
     Newark, New Jersey  07101-9774
     Telephone: (800) 524-4458

     Please mention Countrywide Credit Industries, Inc. and this Plan in all
     correspondence.

                                    DIVIDENDS

The  Company  has paid cash dividends on its Common Stock quarterly since  1979,
except  that no cash dividend was paid in the fiscal quarter ended February  28,
1982.   In  part  to  accommodate  the provisions  of  this  Plan,  the  Company
anticipates  that  dividends, to the extent declared  in  the  future,  will  be
payable on or about the 15th day of January, April, July and October.

                                 USE OF PROCEEDS

The  Company does not know either the number of shares of Common Stock that will
be  ultimately sold pursuant to the Plan or the prices at which such shares will
be sold.  However, the Company proposes to use the net proceeds from the sale of
newly issued or treasury shares of Common Stock for general corporate purposes.

                                  LEGAL OPINION

The validity of the securities offered hereby has been passed upon by Sandor  E.
Samuels, General Counsel of the Company.

                                     EXPERTS

The  consolidated  financial  statements of the  Company  and  its  subsidiaries
incorporated in this Prospectus by reference to the Annual Report on  Form  10-K
for  the year ended February 28, 1995, have been so incorporated in reliance  on
the report of Grant Thornton, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.

                                 INDEMNIFICATION

The  Company's  Certificate of Incorporation eliminates, to the  fullest  extent
permitted  by Delaware law, director liability for monetary damage for  breaches
of  the  directors'  fiduciary duty of care.  Delaware  law  and  the  Company's
Certificate  of  Incorporation and Bylaws also provide that  the  Company  shall
indemnify directors and officers under certain circumstances for liabilities and
expenses  incurred  by reason of their actions as agents of  the  Company.   The
Company  has  entered into indemnity agreements with each of its  directors  and
executive officers providing that these individuals will be indemnified up to an
aggregate  limit of $5,000,000 for any claims made against the individual  based
on  any act, omission or breach of duty committed while acting as a director  or
officer,  except  among  other things, those involving  dishonesty  or  improper
personal  benefit.  In addition, the Company maintains an insurance policy  that
indemnifies directors and officers against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities  Act  of
1933  may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in  the
opinion  of  the  Commission such indemnification is against  public  policy  as
expressed in said Act and is therefore unenforceable.





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