Rule 424(b)(3)
                                           File Nos. 333-58125 and 333-58125-01

AMENDMENT NO. 1 TO PRICING SUPPLEMENT NO. 11 DATED October 13, 1998
(To Prospectus Dated July 16, 1998, as Supplemented July 21, 1998)

                        COUNTRYWIDE HOME LOANS, INC.
                        MEDIUM-TERM NOTES, SERIES G
                 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.
                            FLOATING RATE NOTES
                            -------------------

Trade Date:    October 13, 1998            Book Entry:    |X|
Issue Price:   100%                       Certificated:  |_|
Original Issue Date:   October 14, 1998   Principal Amount:    $ 50,000,000
Stated Maturity Date:  October 14, 1999   Net Proceeds:        $ 49,950,000
                                          Specified Currency:  U.S. Dollars

Base    |_| Commercial Paper Rate  |X| LIBOR                 |_| Certificate of
Rate(s):                               Telerate Page 3750          Deposit Rate
        |_| Treasury Rate          |_| Federal Funds Rate    |_| Prime Rate
        |_| CMT Rate               |_| Eleventh District     |_| Other
                                         Cost of Funds Rate

Exchange Rate Agent:    N/A

Minimum Denomination:  $100,000               Maximum Interest Rate:        N/A
Initial Interest Rate: 5.59375%               Minimum Interest Rate:        N/A
Interest Determination Dates: Two Business    Interest Factor Convention:   N/A
                              Days prior to   Index Maturity:      Three months
                              each Interest   Spread (plus or 
                              Payment Date      minus):  Plus 25 basis points
Interest Reset Dates:  Same as Interest       Spread Multiplier:            N/A
                       Payment Dates          Fixed Rate Commencement
Interest Payment Dates: January 14, April       Date:                       N/A
                        14, July 14 and       Fixed Interest Rate:          N/A
                        October 14, 1999 
Agent:   Merrill Lynch, Pierce, Fenner & Smith Incorporated
Calculation Agent:      The Bank of New York

Redemption:                                  Repayment:

 Check box opposite applicable paragraph:    Check box opposite applicable
                                               paragraph:
 |X| The Notes cannot be redeemed prior to   |X| The Notes cannot be repaid
       maturity.                                   prior to maturity.
 |_| The Notes may be redeemed prior to      |_| The Notes may be repaid prior 
       maturity.                                   to maturity.
 Initial Redemption Date:                    Optional Repayment Dates:
 Initial Redemption Percentage:
 Annual Redemption Percentage Reduction, if any:

Additional/Other Terms:       N/A

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

     The  Notes to  which  this  Pricing  Supplement  relates  will be
unsecured and unsubordinated indebtedness of CHL and will rank equally
with CHL's other unsecured and unsubordinated indebtedness.  As of May
31,  1998,  the  Guarantor  did  not  have  any  secured  indebtedness
outstanding and CHL had  $586,135,000  aggregate  principal  amount of
secured   indebtedness   outstanding.   As  of  that  date,   CHL  had
$7,565,486,000   aggregate   principal   amount   of   unsecured   and
unsubordinated  indebtedness  outstanding,  which indebtedness  ranked
equally with CHL's other unsecured and unsubordinated indebtedness and
will rank  equally  with the Notes to which  this  Pricing  Supplement
relates.