Rule 424(b)(3)
File No. 33-50661

PRICING SUPPLEMENT NO. 2 DATED FEBRUARY 10, 1994
(To Prospectus Dated October 29, 1993 as Supplemented 
October 29, 1993)


COUNTRYWIDE FUNDING CORPORATION
Medium-Term Notes, Series C
Due from 9 months to 30 years from Date of Issue
Payment of the Principal, Premium, if any,
and Interest on the Notes is Unconditionally
Guaranteed by
COUNTRYWIDE CREDIT INDUSTRIES, INC.
Floating-Rate Notes
- - - - - - - - - -

Trade Date:	February 10, 1994
Issue Price:	100%
Original Issue Date:	February 17, 1994
Total Amount of OID:	N/A
Initial Accrual Period OID:	N/A
Yield to Maturity	N/A
Stated Maturity Date:	March 1, 2001
Book-Entry:  /X/
Certificated: /  /

Specified Currency:	U.S. Dollars

Base Rate:	/  / Commercial paper Rate	/  / LIBOR
	/  / Certificate of Deposit Rate

		/  / Treasury Rate	/  / Federal Funds Rate	
		/  / Prime Rate

		/x/ Other - Treasury Constant
			Maturity ("CMT Rate")

Exchange Rate Agent:	N/A
Minimum Denomination:	$100,000
Initial Interest Rate:	4.36% (4.41%  - 5bps)
Interest Determination Dates:	Two Business Days prior 
to the Interest Reset 
Date.
Interest Reset Dates:	Same as Interest Payment 
Dates
Interest Payment Dates:	Every 2/17, 5/17, 8/17 
and 11/17 until 11/17/00 
and at maturity.
Index Maturity:	2 years
Maximum Interest Rate:	N/A
Minimum Interest Rate:	N/A
Spread (plus or minus):	Minus 5 bps (bps = basis 
points)
Spread Multiplier:	N/A
Calculation Agent:	The Bank of New York
Calculation Date:	- -






Redemption:
	Check box opposite applicable paragraph.
	/X/ The Notes cannot be redeemed prior to maturity.
	/ / The Notes may be redeemed prior to maturity.
	Initial Redemption Date:	N/A
	Initial Redemption Percentage:	N/A
	Annual Redemption Percentage 	N/A
	    Reduction:
	Special Redemption Provisions:	N/A

Additional Terms:		(i) The CMT Rate for 
the Interest Reset Date (as defined 
above) will be the rate displayed on 
Telerate Page 7059 for "Daily Treasury 
Constant Maturities. . . Federal Reserve 
Board Release H.15. . . Mondays 
approximately 3.45 p.m. EDT," under the 
heading "2 year" for the last Business 
Day in the "Current Week" as of the 
applicable Interest Determination Date 
(as defined above) or such other page as 
may replace that page on such service for 
the purpose of displaying rates or prices 
comparable to the CMT Rate, as determined 
by the Calculation Agent.  If such rate 
is no longer displayed, then the CMT Rate 
for such Interest Reset Date will be such 
2-year Treasury Constant Maturity rate 
(or other 2-year United States Treasury 
Rate) for the Interest Determination Date 
with respect to such Interest Reset Date 
as may then be published by either the 
Board of Governors of the Federal Reserve 
System or the United States Department of 
the Treasury that the Calculation Agent 
determines to be comparable to the rate 
formerly displayed on Telerate Page 7059 
and published in the Federal Reserve 
Board Statistical Release H.15(519).
		(ii) If such information is not 
provided, then the CMT Rate for the 
Interest Reset Date will be calculated by 
Lehman Brothers Special Financing Inc. 
("LBSF") and provided to the Calculation 
Agent and will be a yield to maturity, 
based on the arithmetic mean of the 
secondary market closing bid side prices 
as of approximately 3:30 p.m. (New York 
City time) on the Interest Determination 
Date reported, according to their written 
records, by three leading primary United 
States government securities dealers 
(each, a "Reference Dealer") in The City 
of New York selected by LBSF, for the 
most recently issued direct noncallable 
fixed rate obligations of the United 
States ("Treasury Note") with an original 
maturity of approximately two years and a 
remaining term to maturity of not less 
than one year.
		(iii) If LBSF cannot obtain three such 
Treasury Note quotations as described in 
clause (ii), the CMT Rate for such 
Interest Reset Date will be calculated by 
LBSF and will be a yield to maturity 
based on the arithmetic mean of the 
secondary market bid side prices as of 
approximately 3:30 p.m. (New York City 
time) on the Interest Determination Date 
of three Reference Dealers in The City of 
New York (from five such Reference 
Dealers selected by LBSF) and eliminating 
the highest quotation (or, in the event 
of equality, one of the highest) and the 
lowest quotation (or, in the event of 
equality, one of the lowest), for 
Treasury Notes with an original maturity 
of approximately thirty years and a 
remaining term to maturity closest to two 
years.  If three or four (and not five) 
of such Reference Dealers are quoting as 
described in 

	this clause (iii), then the CMT Rate will 
be based on the arithmetic mean of the 
bid prices obtained and neither the 
highest nor lowest of such quotes will be 
eliminated.
		(iv) If fewer than three Reference 
Dealers selected by LBSF are quoting as 
described in clause (iii), the CMT Rate 
will be the CMT Rate in effect on the 
preceding Interest Reset Date.

	In the case of clause (iii), if two 
Treasury Notes with an original maturity 
of approximately thirty years have 
remaining terms to maturity equally close 
to two years, the quotes for the Treasury 
Note with the shorter remaining term to 
maturity will be used.