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3

                                                                  Rule 424(b)(3)
                                            File Nos. 333-74042 and 333-74042-03
PRICING SUPPLEMENT NO. 5 DATED JANUARY 24, 2002
(To Prospectus dated December 4, 2001 and Prospectus Supplement dated December
21, 2001)

                          COUNTRYWIDE HOME LOANS, INC.
                           Medium-Term Notes, Series K
                   Due Nine Months or More From Date of Issue
                     Payment of Principal, Premium, if any,
              and Interest Fully and Unconditionally Guaranteed by
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                Fixed Rate Notes


Trade Date:                January 24, 2002                   Book Entry:    |X|
Public Offering Price:     99.749%                            Certificated:  |_|
     Agent Discount: .400% Principal Amount: $1,000,000,000
Purchase Price:            99.349%                    Proceeds, before expenses,
     Original  Issue  Date:   January  29,  2002  to  Countrywide   Home  Loans:
$993,490,000
     Stated Maturity Date: February 1, 2007 CUSIP: 22237LMD1
     Minimum Denomination: $1,000 ISIN: US22237LMD19
     Specified Currency: U.S. Dollars Common Code: 014263870
Interest Rate:             5.50%
     Interest  Payment  Dates:  February 1 and August 1 of each year,  beginning
August 1, 2002
Record Dates:              January 15 and July 15

Redemption:                                               Repayment:
     Check box opposite applicable paragraph: Check box opposite applicable
     paragraph: |X| The Notes cannot be redeemed prior to maturity. |X| The
     Notes cannot be repaid prior to maturity. |_| The Notes may be redeemed
     prior to maturity. |_| The Notes may be repaid prior to maturity.

         The Notes to which this Pricing Supplement relate will constitute
unsecured and unsubordinated indebtedness of Countrywide Home Loans and will
rank equally with Countrywide Home Loans' other unsecured and unsubordinated
indebtedness. As of November 30, 2001, Countrywide Credit Industries did not
have any secured indebtedness outstanding, and Countrywide Home Loans had
$36,000,000 aggregate principal amount of secured indebtedness outstanding, all
of which was short-term indebtedness. As of that date, Countrywide Home Loans
had $14,810,206,370 aggregate principal amount of unsecured and unsubordinated
indebtedness outstanding, which indebtedness ranked equally with the other
unsecured and unsubordinated indebtedness of Countrywide Home Loans and will
rank equally with the Notes to which this Pricing Supplement relates.


                           Joint Book-Running Managers

     BANC OF AMERICA SECURITIES LLC JPMORGAN LEHMAN BROTHERS

                                 Co-Lead Manager

                       COUNTRYWIDE SECURITIES CORPORATION

                                   Co-Managers

     ABN AMRO INCORPORATED BARCLAYS CAPITAL DEUTSCHE BANC ALEX. BROWN




                  In connection with the offering, Banc of America Securities
LLC, J.P. Morgan Securities Inc. and Lehman Brothers Inc. or their respective
affiliates may over-allot or effect transactions which stabilize or maintain the
market price of the Notes at a level that might not otherwise prevail. In any
jurisdiction where there can only be one stabilizing agent, Banc of America
Securities LLC or its affiliates shall effect such transactions. This
stabilizing, if commenced, may be discontinued at any time and will be carried
out in compliance with the applicable laws, regulations and rules.



                              DESCRIPTION OF NOTES

         The following information supplements and, to the extent inconsistent
with, replaces the description of the general terms and provisions of the
Countrywide Home Loans Medium-Term Notes, Series K, contained in the
accompanying Prospectus Supplement and Prospectus.

Reopening

         Countrywide Home Loans may, without the consent of the holders of the
Notes, reopen this issue of Notes and issue additional notes of the same series
with substantially similar terms.

Form and Settlement

         The Notes will be represented by one or more global certificates in
fully registered form. Each global certificate will be deposited with, or on
behalf of, DTC and registered in the name of DTC or its nominee. Investors may
elect to hold their beneficial interests in a global certificate through DTC,
Clearstream Banking, Societe Anonyme, or Euroclear Bank S.A./N.V., as operator
of the Euroclear System, if they are participants in such systems, or indirectly
through organizations that are participants in such system. Clearstream and
Euroclear will hold interests on behalf of their participants through customers'
securities accounts in Clearstream's and Euroclear's names on the books of their
respective depositaries, which in turn will hold such interests in customers'
securities accounts in the depositaries' names on DTC's books.


                                  UNDERWRITING

     Subject to the terms of a Terms  Agreement,  dated as of January 24,  2002,
among Countrywide Home Loans,  Countrywide  Credit  Industries,  Banc of America
Securities LLC, J.P. Morgan Securities Inc.,  Lehman Brothers Inc.,  Countrywide
Securities  Corporation,  ABN AMRO  Incorporated,  Barclays  Capital  Inc.,  and
Deutsche Banc Alex. Brown Inc.  (collectively,  the "Agents"),  Countrywide Home
Loans has agreed to sell to the Agents,  and the Agents have agreed severally to
purchase, the principal amounts of Notes set forth opposite their names below:

Agents of the Notes                           Principal Amount
       ------                                ------------------
     Banc of America Securities LLC             $200,000,001
     J.P. Morgan Securities Inc.                200,000,000
     Lehman Brothers Inc.                       200,000,000
     Countrywide Securities Corporation         200,000,001
     ABN AMRO Incorporated                      66,666,666
     Barclays Capital Inc.                      66,666,666
     Deutsche Banc Alex. Brown Inc.             66,666,666
     ------------                               ----------
                                                $1,000,000,000


===============================================================================
         Under the terms and conditions of the Terms Agreement, the Agents are
committed to take and pay for all of the Notes, if any are taken.

         The Agents propose to offer the Notes initially at the public offering
price set forth on the cover page of this Pricing Supplement and to certain
dealers at such price less a concession not in excess of .250% of the principal
amount of the Notes. The Agents may allow, and the dealers may reallow, a
discount not in excess of .200% of the principal amount of the Notes on sales to
certain other dealers. After the initial public offering, the public offering
price and other selling terms may from time to time be varied by the Agents.

         The Notes are a new issue of securities with no established trading
market. Countrywide Home Loans has been advised by the Agents that they intend
to make a market in the Notes, but they are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.

         Countrywide Home Loans has agreed to indemnify the Agents against
certain liabilities under the Securities Act of 1933, as amended, as described
in the accompanying Prospectus Supplement.

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


     You  should  rely only on the  information  contained  or  incorporated  by
reference in this Pricing Supplement and the accompanying  Prospectus Supplement
and Prospectus.  Countrywide Home Loans, Inc. and Countrywide Credit Industries,
Inc. have not, and the Agents have not,  authorized  any other person to provide
you with  different  information.  If  anyone  provides  you with  different  or
inconsistent  information,  you should not rely on it.  Countrywide  Home Loans,
Inc. and Countrywide  Credit  Industries,  Inc. are not, and the Agents are not,
making an offer to sell these securities in any jurisdiction  where the offer or
sale is not permitted.
         You should assume that the information appearing in this Pricing
Supplement and the accompanying Prospectus Supplement and Prospectus is accurate
as of the date on the front cover of this Pricing Supplement only. The business,
financial condition, results of operations and prospects of Countrywide Home
Loans, Inc. and Countrywide Credit Industries, Inc. may have changed since that
date.