COUNTRYWIDE CREDIT INDUSTRIES INC, DEF 14A, 1998-06-09

COUNTRYWIDE CREDIT INDUSTRIES INC
DEF 14A, 1998-06-09
MORTGAGE BANKERS & LOAN CORRESPONDENTS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

COUNTRYWIDE CREDIT INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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[LOGO OF COUNTRYWIDE]

4500 PARK GRANADA
CALABASAS, CALIFORNIA 91302

June 8, 1998

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend the
1998 Annual Meeting of Stockholders of Countrywide Credit Industries, Inc. The
meeting will be held on July 23, 1998 at 10:00 a.m. in Salon E of the Warner
Center Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California. The
formal notice and proxy statement for this meeting are attached to this
letter.

It is important that you sign, date and return your proxy as soon as
possible, even if you currently plan to attend the Annual Meeting. You may
still attend the Annual Meeting and vote in person if you desire, but
returning your proxy card now will assure that your vote is counted if you are
unable to attend. Your vote, regardless of the number of shares you own, is
important.

On behalf of the Board of Directors, I thank you for your cooperation.

Sincerely,

/s/ David S. Loeb

David S. Loeb
Chairman of the Board
<PAGE>

[LOGO OF COUNTRYWIDE]

4500 PARK GRANADA
CALABASAS, CALIFORNIA 91302

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 23, 1998

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

To the Stockholders:

The 1998 Annual Meeting of Stockholders of Countrywide Credit Industries,
Inc. (the "Company") will be held in Salon E of the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, California on July 23, 1998 at
10:00 a.m., Pacific time, and at any adjournment thereof, for the following
purposes:

1. To elect three directors to serve on the Board of Directors for a term
expiring at the 2001 Annual Meeting.

2. To amend the Company's 1993 Stock Option Plan.

3. To ratify the selection by the Board of Directors of Grant Thornton
LLP as independent certified public accountants of the Company for the
fiscal year ending February 28, 1999.

4. To transact such other business as may properly come before the
meeting and any adjournment thereof.

Only stockholders of record at the close of business on May 26, 1998 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
or adjournments thereof.

By Order of the Board of Directors

/s/ Sandor E. Samuels

Sandor E. Samuels
Secretary

Dated: June 8, 1998

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS. THE PROMPT
RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION. PLEASE MAIL YOUR PROXY TODAY.
<PAGE>

[LOGO OF COUNTRYWIDE]

4500 PARK GRANADA
CALABASAS, CALIFORNIA 91302

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

July 23, 1998

GENERAL

This Proxy Statement is furnished to stockholders of Countrywide Credit
Industries, Inc. (the "Company") in connection with the solicitation by its
Board of Directors (the "Board") of proxies to be voted at the 1998 Annual
Meeting of Stockholders to be held in Salon E of the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, California on July 23, 1998 at
10:00 a.m., Pacific time, and at any adjournment thereof (the "Meeting"). The
Company expects to mail its proxy soliciting materials for the Meeting on or
about June 8, 1998.

All shares represented by each properly signed and returned proxy card in
the accompanying form, unless revoked, will be voted at the Meeting in
accordance with the stockholder's instructions indicated on the proxy card. If
no instructions are marked on the proxy card, the shares will be voted in
favor of the proposals described in this Proxy Statement. The accompanying
proxy may be revoked by a stockholder at any time before it is voted, either
by delivering a subsequent proxy or other written notice of revocation to the
Company at its above address or by attending the Meeting and voting in person.

The only outstanding voting securities of the Company are shares of its
Common Stock, par value $.05 per share ("Common Stock"). Each stockholder of
record at the close of business on May 26, 1998 is entitled to notice of and
to vote at the Meeting and at any adjournment or adjournments thereof. On that
date, there were 110,608,494 shares of Common Stock outstanding, with each
share entitled to one vote. The presence, in person or by proxy, of a majority
of the shares entitled to vote will constitute a quorum for the Meeting.
Abstentions from voting, which may be specified on all matters except the
election of directors, will be considered shares present and entitled to vote
on a matter and, accordingly, will have the same effect as a vote against a
matter. Broker non-votes are included in the determination of the number of
shares present and voting; however, they are not counted for purposes of
determining the number of votes cast with respect to a particular proposal.
Accordingly, broker non-votes are not counted as votes for or against the
proposal.

The Company will pay the cost of the solicitation of proxies, including
preparing and mailing the Notice of Annual Meeting, this Proxy Statement and
the proxy card. Following the mailing of this Proxy Statement, directors,
officers and employees of the Company may solicit proxies by telephone,
facsimile transmission or other personal contact, for which services such
persons will receive no additional compensation. Brokerage houses and other
nominees, fiduciaries and custodians who are holders of record of shares of
Common Stock will be requested to forward proxy soliciting material to the
beneficial owners of such shares and will be reimbursed by the Company for
their charges and expenses in connection therewith at customary and reasonable
rates. In addition, the Company has retained Morrow & Co., Inc. to assist in
the solicitation of proxies for an estimated fee of $8,500 plus reimbursement
of expenses.
<PAGE>

PROPOSAL ONE

ELECTION OF DIRECTORS

The Company's Bylaws give the Board the power to set the number of directors
at no less than three nor more than fifteen and the Board has fixed the number
of directors at eight. The Company currently has seven directors. Directors
serve three-year terms which are staggered to provide for the election of
approximately one-third of the Board each year. The terms of the Class II
directors, Robert J. Donato and Harley W. Snyder, will expire at the Meeting,
and Michael E. Dougherty has been nominated for the eighth director position
to serve as a Class II director. Each of Messrs. Donato, Snyder and Dougherty
has been nominated for election as a Class II director for a new term which
will expire at the 2001 annual meeting.

Directors will be elected by a plurality of the votes cast at the Meeting.
In the absence of contrary instructions, it is the intention of the persons
named in the accompanying proxy card to vote for the nominees listed below. In
the event that any nominee becomes unavailable for any reason, which the Board
does not anticipate, the proxies will be voted for the election of the person,
if any, who is designated by the Board to replace the nominee.

The following table contains information regarding the nominees and the
other incumbent directors.

<TABLE>
<CAPTION>
DIRECTOR
NAME OCCUPATION AGE SINCE
---- ---------- --- --------

NOMINEES FOR ELECTION AS DIRECTORS--TERM EXPIRING 2001 (CLASS II)

<S> <C> <C> <C>
Robert J. Donato Senior Vice President, Branch Manager 58 1993
PaineWebber, Incorporated
Los Angeles, CA
Michael E. Dougherty Founder and Chairman 57 N.A.
Dougherty Financial Group
Minneapolis, MN
Harley W. Snyder Senior Vice President, Real Estate 65 1991
Whiteco Industries, Inc.
Merrillville, IN

INCUMBENT DIRECTORS--TERM EXPIRING 1999 (CLASS III)

David S. Loeb Chairman of the Board and 74 1969
President of the Company
Angelo R. Mozilo Vice Chairman of the Board 59 1969
and Chief Executive Officer
of the Company

INCUMBENT DIRECTORS--TERM EXPIRING 2000 (CLASS I)

Jeffrey M. Cunningham Group Publisher 45 1998
Forbes Inc.
New York, NY
Ben M. Enis Professor of Marketing 56 1984
University of Southern California
Los Angeles, CA
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
DIRECTOR
NAME OCCUPATION AGE SINCE
---- ---------- --- --------
<S> <C> <C> <C>
Edwin Heller Attorney, Of Counsel, Fried, 68 1993
Frank, Harris, Shriver & Jacobson
New York, NY
</TABLE>

David S. Loeb is co-founder of the Company and has been Chairman of the
Board and President of the Company since its formation in March 1969. Mr. Loeb
has been Chairman of the Board of Directors of INMC Mortgage Holdings, Inc.
("INMC"), formerly known as CWM Mortgage Holdings, Inc., a publicly-held real
estate investment trust that was formerly managed by a former subsidiary of
the Company, since its inception in September 1985. He also served as Chief
Executive Officer of INMC from September 1985 to January 1997.

Angelo R. Mozilo is co-founder of the Company and has been Vice Chairman of
the Board and Chief Executive Officer of the Company since February 1998.
Prior to his present position, he was Vice Chairman of the Board and Executive
Vice President of the Company since its formation in March 1969. Mr. Mozilo
also has been Chief Executive Officer of INMC since January 1997. Prior to
becoming Chief Executive Officer, Mr. Mozilo served as the President of INMC
since its formation in 1985. Mr. Mozilo has been Vice Chairman of the Board of
Directors since 1993 and a director since October 1985 of INMC.

Jeffrey M. Cunningham has been a Group Publisher of Forbes Inc. since 1993.
From 1989 to 1993 he was Worldwide Sales Director of Forbes Inc. He also
serves as a director of Data General Corporation and Schindler Holding Ltd.
(Zurich). He is a member of the Board of National Policy Association, co-
chairman of the Global Economic Council and Vice-Chairman of the International
Center of New York.

Robert J. Donato has been Senior Vice President, Branch Manager, of
PaineWebber, Incorporated since October 1997. From January 1997 through
September 1997, he was the President of Freedom Advisors, Inc., an investment
advisor company. For more than five years prior, he held the position of
Executive Vice President, Director of Regional Institutional Sales for
PaineWebber, Incorporated.

Michael E. Dougherty is co-founder and Chairman of Dougherty Financial Group
LLC, formed in 1977. He also controls and operates six asset management,
securities and commercial lending businesses, including Voyageur Asset
Management LLC, Segall Bryant & Hamill, LP, The Clifton Group, Inc., Dougherty
Funding LLC and Itasca Business Credit LLC. He is a director of Dougherty
Summit LLC, a broker-dealer, the St. Paul Chamber Orchestra and the Fairview
System, formerly known as the University of Minnesota Health System. Mr.
Dougherty also serves as Co-Chairman of the Fairview System Board of Trustees.

Ben M. Enis has been a Professor of Marketing at the University of Southern
California in Los Angeles, California since 1982. He is also a director of
Protection One, Inc., a publicly traded company that provides security alarm
monitoring services for residential and small business subscribers.

Edwin Heller is an attorney and has been of counsel to the law firm of
Fried, Frank, Harris, Shriver & Jacobson since October 1996. Prior to his
current position, Mr. Heller was a partner in that law firm for more than five
years.

Since April 1997, Harley W. Snyder has served as Senior Vice President, Real
Estate, of Whiteco Industries, Inc., a company engaged in outdoor advertising,
family entertainment, hotels and restaurants, land development and
construction. Mr. Snyder also is, and for more than five years has been,
President of S-W Corporation, a land development company. He was a director of
Bank One, Merrillville, N.A. through April 1997 and currently

3
<PAGE>

serves on the Board of Trustees of both Porter Memorial Hospital and
Valparaiso University. Mr. Snyder was President of the National Association of
Realtors in 1983 and has served as a director of that group since 1972.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES.

BOARD AND COMMITTEE MEETINGS

During the fiscal year ended February 28, 1998 ("fiscal 1998"), the Board
held 14 meetings. The Board maintains Audit, Nominating, Compensation and
Strategic Planning Committees. The committees' specific responsibilities are
summarized below. Each Board member attended 75% or more of the meetings of
the Board and the committees on which he served that were held during fiscal
1998.

1. The Audit Committee consults with and reviews the reports and
recommendations of the Company's independent certified public accountants
and reports thereon to the Board, meets with the Company's internal
auditors to review policy and procedural matters and meets with management
on financial matters. Messrs. Donato (chairman), Enis and Snyder are
members of this committee which met six times during fiscal 1998.

2. The Nominating Committee considers and recommends to the Board
proposals to be presented for action by the Company's stockholders, and
considers and reviews issues relating to the Company's proxy and the annual
meeting of stockholders, including the consideration of nominations to the
Board of Directors submitted by stockholders. Stockholders wishing to
nominate directors must comply with Section 12 of the Company's Bylaws,
which requires certain information to be provided in connection with the
submission of stockholder nominations and sets forth certain timing
requirements with respect thereto. Messrs. Enis (chairman) and Heller are
members of this committee which met twice during fiscal 1998.

3. The Compensation Committee determines matters relating to compensation
of the Chairman of the Board and President and the Vice Chairman of the
Board and Chief Executive Officer of the Company (Messrs. Loeb and Mozilo)
as well as the other three highest compensated executive officers and
administers each of the Company's stock option and other benefit plans.
Messrs. Snyder (chairman), Donato and Enis are members of this committee.
The Compensation Committee met nine times during fiscal 1998.

4. The Strategic Planning Committee examines the Company's role in both
the industries in which it operates and the general marketplace, as well as
other issues relating to the Company's operations and governance. Messrs.
Heller (chairman), Donato and Enis were members of this committee during
fiscal 1998. The Strategic Planning Committee met three times during fiscal
1998.

COMPENSATION OF DIRECTORS

Each director of the Company who is not an employee of the Company receives
an annual fee for serving on the Board and any of its committees and is
entitled to reimbursement for his expenses incurred in attending meetings of
the Board and its committees. Directors who are Company employees are not paid
any fees for serving on the Board and its committees. The annual fee paid to
directors is $48,500 (payable monthly in arrears for each month during which
an individual serves as a director of the Company) and each Board member
receives a fee of $950 for each regular meeting attended. In addition, the
chairman of each committee receives $5,000 per year for serving as chairman.
Each director of the Company who is not an employee is entitled to receive a
non-discretionary stock option grant each year. The number of shares subject
to the option is determined pursuant to a formula based on earnings per share
contained in the applicable stock option plan. They become exercisable one
year after the grant date. On June 2, 1997, each non-employee director
received a stock option grant of 9,307 shares at an exercise price of $27.0625
per share, which was the average of the high and low sales prices on the New
York Stock Exchange of the Company's Common Stock ("fair market value") on the
date of grant.

4
<PAGE>

The Company maintains a plan whereby each director who is not an employee
can elect to defer all or a part of his director's fees until a predetermined
date, with the Company agreeing to credit interest on the amount deferred.
Messrs. Donato and Snyder deferred fees during fiscal 1998. Directors who are
elected to the Board on or after March 24, 1998 and elect to participate in
the plan have interest credited to their deferred fees under the plan at a
rate equal to the Moody's Seasoned Corporate Bond Index. Directors who were
serving as members of the Board prior to March 24, 1998 and elect to
participate in the plan can elect the interest rate credited to their deferred
fees under the plan at a rate equal to either (i) the Moody's Seasoned
Corporate Bond Index or (ii) the Company's after-tax return on weighted
average equity based on the most recently published earnings for a four fiscal
quarter period (but limited to a minimum of 50% and a maximum of 150% of the
Moody's Seasoned Corporate Bond Index).

DIRECTOR EMERITUS

The Company maintains the position of Director Emeritus for non-employee
directors of the Company who have retired from the Board after having attained
the age of 65 (age 63 for directors serving on the Board on February 11,
1987). Individuals who accept appointment to the position of Director Emeritus
are required to agree to provide advisory and consulting services on certain
business matters concerning the Company and its subsidiaries as the Board may
determine and to attend meetings as requested by the Board at mutually
convenient times. Such individuals are also required to agree to refrain from
entering into an employment or consulting agreement with, or from supplying
any information or materials to, any competitor of the Company or its
subsidiaries. Each such individual receives compensation paid on a monthly
basis based on the number of years of service as a director and the amount of
director's fees paid to him during the last month of service as a director
prior to his retirement in accordance with the following schedule:

<TABLE>
<S> <C>
YEARS OF SERVICE MONTHLY COMPENSATION
---------------- --------------------
5 years 45% of last month 's
director's fees
10 years 70% of last month's
director's fees
15 years 95% of last month's
director's fees
</TABLE>

The term of the Director Emeritus position is for the life of the
individual. In the event the individual dies while serving the Company prior
to receiving five full years of compensation as a Director Emeritus, a death
benefit is payable in a lump sum to his estate in the maximum amount of one
year's compensation for serving as a Director Emeritus. The Company currently
has three individuals in the position of Director Emeritus: Nathan Supak who
retired in April 1987 and is paid $2,533 per month, Victor R. Witt who retired
in August 1993 and is paid $3,048 per month, and Jack L. Bruckner who retired
in July 1994 and is paid $2,246 per month.

5
<PAGE>

EXECUTIVE OFFICERS

The executive officers of the Company selected at the annual organizational
meeting of the Board of Directors held July 9, 1997 to serve at the pleasure
of the Board of Directors or subsequently appointed are as follows:

<TABLE>
<CAPTION>
EMPLOYED
NAME AGE OFFICE SINCE
---- --- ------ --------
<C> <C> <S> <C>
David S. Loeb 74 Chairman of the Board and President 1969
Vice Chairman of the Board and Chief
Angelo R. Mozilo 59 Executive Officer 1969
Senior Managing Director and Chief
Stanford L. Kurland 45 Operating Officer 1979
Kevin W. Bartlett 40 Managing Director, Secondary Markets 1986
Thomas H. Boone 43 Managing Director, Portfolio Services 1984
Carlos M. Garcia 42 Managing Director, Finance, Chief Financial 1984
Officer and
Chief Accounting Officer
Marshall M. Gates 46 Managing Director, Developing Markets 1988
Gregory A. Lumsden 43 Managing Director, Originations 1983
David Sambol 38 Managing Director, Capital Markets 1985
Managing Director, Legal, General Counsel
Sandor E. Samuels 45 and Secretary 1990
</TABLE>

David S. Loeb is co-founder of the Company and has been President and
Chairman of the Board of the Company since its formation in March 1969. Mr.
Loeb has been Chairman of the Board of INMC since its inception in September
1985. He also served as Chief Executive Officer of INMC from September 1985 to
January 1997.

Stanford L. Kurland joined the Company as a Senior Vice President in 1979.
He became Chief Financial Officer in 1983 and Managing Director in 1988. He
was Senior Managing Director, Chief Financial Officer and Chief Operating
Officer from 1989 until March 1995 when he became Senior Managing Director and
Chief Operating Officer. Mr. Kurland has served as President and Chief
Operating Officer of Countrywide Home Loans, Inc. ("CHL"), the Company's
subsidiary engaged in mortgage lending and servicing, since March 1995.

Kevin W. Bartlett joined the Company in 1986. He became a Managing Director
in May 1991. His title was changed to Managing Director, Secondary Markets in
1994.

Thomas H. Boone joined the Company as a Vice President in 1984 and became a
Managing Director in 1988. His title was changed to Managing Director, Chief
Loan Administration Officer in 1996 and to Managing Director, Portfolio
Services in September 1997.

Carlos M. Garcia joined the Company as Vice President, Finance and Chief
Accounting Officer in 1984. He became Senior Vice President in 1986 and
Managing Director, Chief Accounting Officer in 1990. He became Managing
Director, Finance, Chief Financial Officer and Chief Accounting Officer in
March 1995.

6
<PAGE>

Marshall M. Gates joined the Company in 1988. He served as an officer of the
Company's insurance subsidiary and in 1990 was appointed Managing Director,
Production Support and Administration. His title was changed to Managing
Director, Production Operations in 1994 and to Managing Director, Developing
Markets in 1996.

Gregory Lumsden joined the Company in 1983. He served as an Executive Vice
President of CHL from 1989 to 1996. In September 1996, he was appointed
Managing Director, Originations.

David Sambol joined the Company in 1985 and became Managing Director,
Capital Markets in July 1994. Since October 1993, he has also served as the
President and Chief Executive Officer of Countrywide Capital Markets, Inc., a
subsidiary of the Company which oversees the entities engaged in brokering
purchases and sales of mortgage loan servicing and underwriting and trading
mortgage-backed securities.

Sandor E. Samuels joined the Company in 1990 as Senior Vice President,
General Counsel and Secretary. He was appointed Managing Director, Legal,
General Counsel and Secretary in May 1991.

PRINCIPAL STOCKHOLDERS

The following table shows, with respect to each person or entity known by
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock as of April 1, 1998, (i) the number of shares of Common Stock so owned
and (ii) the percentage of all shares outstanding represented by such
ownership (based upon the number of shares outstanding as of April 1, 1998).

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
------------------- --------- --------
<S> <C> <C>
Neuberger & Berman(1)................................. 15,440,798 14.31%
605 Third Avenue
New York, New York 10158
Oppenheimer Group, Inc.(2)............................ 12,983,185 12.0%
Oppenheimer Tower, World Financial Center
New York, New York 10281
Tiger Management Corporation(3)....................... 6,032,246 5.6%
101 Park Avenue
New York, New York 10178
Glickenhaus & Company(4).............................. 5,605,172 5.2%
6 East 43rd Street
New York, New York 10017
</TABLE>
- --------
(1) Based upon a Schedule 13G dated February 4, 1998 filed with the Securities
and Exchange Commission.

(2) Based upon a Schedule 13G dated February 27, 1998 filed with the
Securities and Exchange Commission.

(3) Based upon a Schedule 13G dated February 13, 1998 filed with the
Securities and Exchange Commission.

(4) Based upon a Schedule 13G dated January 12, 1998 filed with the Securities
and Exchange Commission.

7
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following information sets forth the number of shares of the Company's
Common Stock beneficially owned as of April 1, 1998 by each of the Company's
directors, including the nominees for election as directors, the Company's
Chairman, Chief Executive Officer and the three other most highly compensated
executive officers (the "named executive officers"), and all directors and
executive officers as a group.

<TABLE>
<CAPTION>
NAME OR NUMBER OF NUMBER OF PERCENT
PERSONS IN GROUP SHARES OWNED OPTIONS(1) TOTAL OF CLASS(2)
----------------- ------------ ---------- --------- -----------
<S> <C> <C> <C> <C>
David S. Loeb................... 1,194,861 1,281,903 2,476,764 2.25%
Angelo R. Mozilo................ 437,368(3) 1,295,171 1,732,539 1.58%
Jeffrey M. Cunningham........... 0 0 0 --
Robert J. Donato................ 61,609(4) 15,234 76,843 --
Michael E. Dougherty............ 0 0 0 --
Ben M. Enis..................... 37,846 72,844 110,690 --
Edwin Heller.................... 1,081 15,234 16,315 --
Harley W. Snyder................ 12,285 0 12,285 --
Stanford L. Kurland............. 68,469 374,052 442,521 --
Carlos M. Garcia................ 65,071 260,446 325,517 --
David Sambol.................... 1,905 51,826 53,731 --
All directors and executive of-
ficers as a group
(16 persons)................... 1,973,064 3,900,645 5,873,709 5.35%
</TABLE>
- --------
(1) Represents shares subject to stock options that are exercisable on April
1, 1998 or become exercisable within 60 days of April 1, 1998.

(2) Percentage information is omitted for individuals who own less than one
percent of the outstanding shares of Common Stock and shares deemed
outstanding due to exercisable options.

(3) Includes 723 shares owned by Mr. Mozilo's wife as to which Mr. Mozilo
disclaims beneficial ownership.

(4) Excludes 5,000 shares owned by the Trustee of the Joseph and Susan Donato
Family Trust dated July 1, 1996 as to which Mr. Donato disclaims
beneficial ownership.

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<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid by the Company and
its subsidiaries to the named executive officers of the Company for all
services in all capacities during the years indicated.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------
FISCAL YEAR
NAME AND ENDED OTHER ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION FEBRUARY 28(29) SALARY(1) BONUS(2) COMPENSATION(3) SHARES COMPENSATION(4)
------------------ --------------- ---------- ---------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb.......... 1998 $1,300,000 $3,636,746 $15,644 0 $309,781
Chairman of the 1997 1,214,770 2,885,549 23,018 1,364,093 277,574
Board and President 1996 966,000 2,256,870 6,735 179,246 302,110
Angelo R. Mozilo....... 1998 1,400,000 3,636,746 24,346 0 388,603
Vice Chairman 1997 1,212,973 2,885,549 33,870 1,364,093 183,275
of the Board and Chief 1996 961,000 2,256,870 10,088 179,246 148,575
Executive Officer
Stanford L. Kurland.... 1998 708,750 1,212,445 15,406 150,025 88,796
Senior Managing 1997 675,000 903,295 20,025 150,000 93,806
Director and Chief Op- 1996 566,667 750,000 4,115 48,000 67,462
erating Officer
David Sambol........... 1998 343,750 643,875 4,511 35,025 26,270
Managing Director, 1997 318,750 492,228 5,819 35,000 21,643
Capital Markets 1996 287,500 500,000 1,392 10,000 25,492
Carlos M. Garcia....... 1998 360,500 312,814 5,520 40,025 38,576
Managing Director, 1997 337,500 286,650 8,579 40,000 33,541
Finance, Chief 1996 291,250 228,000 2,006 22,000 34,364
Financial Officer and
Chief Accounting Offi-
cer
</TABLE>
- --------
(1) Amounts shown for the indicated fiscal year include amounts deferred at
the election of the named executive officer pursuant to the Company's
401(k) plan and the officer's deferred compensation plan.

(2) Amounts shown represent the dollar value of the bonus earned by the named
executive officer during the indicated fiscal year whether or not paid in
such fiscal year. Messrs. Loeb's and Mozilo's bonus amounts were awarded
pursuant to their employment agreements; Mr. Kurland's bonus amount was
awarded pursuant to his employment agreement which provides that he is
eligible to participate in the Company's Annual Incentive Plan; Mr.
Sambol's bonus amount was awarded pursuant to a formula which was approved
by the Compensation Committee; and Mr. Garcia's bonus amount was awarded
pursuant to a formula approved by the Compensation Committee.

9
<PAGE>

(3) Amounts shown represent the portion of interest accrued on the account of
the named executive officer with respect to deferred compensation that
exceeds 120% of the applicable federal rate.

(4) Amounts shown for fiscal 1998 consist of the following: (i) Mr. Loeb:
Company contribution to deferred compensation account--$227,500; Company
paid life insurance premiums--$82,281; (ii) Mr. Mozilo: Company
contribution to 401(k) Plan--$4,750; Company contribution to deferred
compensation account--$195,000; Company paid life insurance premiums--
$188,853; (iii) Mr. Kurland: Company contribution to 401(k) Plan--$4,750;
Company contribution to deferred compensation account--$50,625; Company
paid life insurance premiums--$33,421; (iv) Mr. Sambol: Company
contribution to 401(k) Plan--$4,750; Company contribution to deferred
compensation account--$8,125; Company paid life insurance premiums--
$13,395; and (v) Mr. Garcia: Company contribution to 401(k) Plan--$4,750;
Company contribution to deferred compensation account--$18,480; Company
paid life insurance premiums--$15,346.

The following table sets forth information on the stock options granted to
the named executive officers in fiscal 1998.

STOCK OPTION GRANTS IN FISCAL YEAR 1998

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME GRANTED(1) IN FISCAL YEAR ($/SHARE)(2) DATE PRESENT VALUE(3)
- ---- ---------- --------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
David S. Loeb........... 0 0% N/A N/A N/A
Angelo R. Mozilo........ 0 0 N/A N/A N/A
Stanford L. Kurland..... 150,000 8.17 $27.0625 06/02/07 $1,103,580
25 .0013 25.8125 04/07/02 184
David Sambol............ 35,000 1.9 27.0625 06/02/07 257,502
25 .0013 25.8125 04/07/02 184
Carlos M. Garcia........ 40,000 2.18 27.0625 06/02/07 294,288
25 .0013 25.8125 04/07/02 184
</TABLE>
- --------
(1) Messrs. Kurland, Sambol and Garcia were each granted options to purchase
25 shares of Common Stock in connection with a company-wide program that
gave each employee a choice of one paid floating holiday or 25 stock
options upon signing an agreement with the Company which provides for
arbitration of all legal claims and controversies (with certain
exclusions) arising between the employee and the Company. These options
became exercisable 30 days after the grant date of April 7, 1997. All
other options become exercisable at the rate of 25% on each of the first,
second, third and fourth anniversaries of the grant date, except in the
event of a "Change of Control" as defined in the relevant stock option
plan. Upon a Change of Control, all options become immediately
exercisable.

(2) The exercise price is not less than the market value of the Common Stock
on the date of grant. Options were granted on April 7, 1997 and June 2,
1997.

(3) The present value of the options as of their grant dates was calculated
using the Black-Scholes single option model. The assumptions used in the
model were: expected volatility of 26.23%, risk-free rate of return
(approximately equal to the five-year Treasury rate at the grant date) of
6.51%, dividend yield of 1.18% and time to exercise of five years. No
discounting was done to account for non-transferability or vesting. The
actual value, if any, an executive may realize will depend on the excess
of the stock price over the exercise price on the date the option is
exercised.

10
<PAGE>

The following table sets forth information on stock option exercises during
fiscal 1998 and outstanding options and their value at February 28, 1998.
Value is calculated as the difference between the fair market value of the
Common Stock and the exercise price of the options at the exercise date or
fiscal year end, as applicable.

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FEBRUARY 28, 1998 FEBRUARY 28, 1998
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb........... 0 $ 0 1,191,346 1,119,914 $29,706,574 $25,213,668
Angelo R. Mozilo........ 5,198 66,025 1,204,615 1,119,915 30,086,525 25,213,694
Stanford L. Kurland..... 0 0 374,052 305,747 11,489,837 6,206,911
David Sambol............ 10,000 171,099 51,826 70,999 1,373,691 1,439,822
Carlos M. Garcia........ 0 0 260,446 92,000 8,832,533 1,938,250
</TABLE>

PENSION PLAN

The following table illustrates annual pension benefits under the Company's
Defined Benefit Pension Plan (the "Pension Plan") for participants retiring in
1998 at age 65 payable in the form of a life annuity under various levels of
base compensation and years of service. The pension benefits in the table are
not subject to deduction for Social Security or other offset amounts.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
REMUNERATION(1) YEARS OF SERVICE
--------------- ------------------------------------------
10 15 20 25 30 35
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
$ 250,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
300,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
400,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
450,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
500,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
1,000,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
1,200,000........................ 23,360 48,120 60,160 75,480 90,800 106,130
</TABLE>
- --------
(1) As the result of a limitation under the Internal Revenue Code of 1986, as
amended (the "Code"), annual compensation in excess of $160,000 is not
taken into account when calculating benefits under the Pension Plan.

The compensation used for Pension Plan purposes is the amount shown in the
Salary column of the Summary Compensation Table, subject to the $160,000
limitation under the Code. Benefits are 100% vested after five years of
service. Certain provisions in the Pension Plan become effective upon a Change
in Control (as defined in the Pension Plan). These provisions prevent the
Pension Plan from being amended in a way that would negatively impact
participants and allow a participant to become fully vested if terminated for
reasons other than Cause (as defined in the Pension Plan) within two years
following a Change in Control. The years of credited service under the Pension
Plan for the named executive officers are: David S. Loeb, 29; Angelo R.
Mozilo, 29; Stanford L. Kurland, 18; David Sambol, 12; and Carlos M. Garcia,
13.

The Company adopted a Supplemental Executive Retirement Plan (the "SERP"),
effective in the fiscal year ended February 28, 1995, designed to provide
executives with retirement income equal to 70% of their average

11
<PAGE>

annual salary determined by averaging the five highest salaried years out of
the ten years preceding retirement. In November 1997, the Compensation
Committee of the Board approved an amendment to the SERP to modify the benefit
amount to 60% from 70% for new participants in the SERP. Benefits under the
SERP are reduced by benefits the participant receives from (i) the Pension
Plan and (ii) the Company's contributions to the participant's deferred
compensation account. The annual benefit under the SERP will be: for Messrs.
Mozilo, Kurland, Sambol and Garcia (assuming retirement at age 65), $459,616,
$450,202, $461,088 and $270,120, respectively; and for Mr. Loeb (assuming
retirement at age 80), $395,017.

The SERP provides for a lump sum payment to a participant, including an
executive officer listed in the Summary Compensation Table, in the event of a
"Change in Control" (as defined in the SERP). The lump sum payment is to be
made within 60 days of the Change in Control, and the amount paid is to be
determined as if employment terminated on the date the Change in Control
became effective.

EMPLOYMENT AGREEMENTS

As of March 26, 1996, the Company amended and restated the employment
agreements with David S. Loeb, Chairman of the Board and President of the
Company, and Angelo R. Mozilo, Vice Chairman of the Board and Chief Executive
Officer of the Company, which provide for certain compensation, death,
disability and termination benefits. In February 1998, Mr. Mozilo's employment
agreement, which had provided that he serve as Vice Chairman and Executive
Vice President, was amended to reflect Mr. Mozilo's promotion to Chief
Executive Officer and Vice Chairman. These employment agreements provide for
the retention of Mr. Loeb's and Mr. Mozilo's services for the period
commencing July 10, 1996 and terminating on February 28, 2001.

Mr. Loeb's and Mr. Mozilo's employment agreements each provides for a base
salary of $1,300,000 per year through fiscal year 2001. In addition, Mr.
Mozilo's employment agreement was amended in July 1997 to provide that the
Company shall pay to Mr. Mozilo an additional $100,000 per year for the fiscal
years ended February 28, 1998 through and including 2001. These employment
agreements provide for additional incentive compensation in each year during
the term thereof beginning in the fiscal year ended February 28, 1997 in the
form of an annual cash bonus pursuant to a formula that multiplies the prior
year's bonus by the ratio of the current year's earnings per share over that
of the previous year. Pursuant to these employment agreements, the Company
made a grant in fiscal 1997 to each of Messrs. Loeb and Mozilo of stock
options in respect of 1,000,000 shares of Common Stock which vest ratably on
each of the first three anniversaries of the grant date. The employment
agreements also authorize the Compensation Committee to grant stock options,
in amounts to be determined by the Compensation Committee, to each of Messrs.
Loeb and Mozilo in respect of the fiscal years ending in 2000 and 2001.

The Company has also entered into an employment agreement with Stanford L.
Kurland, Senior Managing Director and Chief Operating Officer of the Company,
and President and Chief Operating Officer of CHL, providing for certain
compensation, death, disability and termination benefits. Mr. Kurland's
employment agreement is effective as of July 10, 1996 and provides for the
retention of Mr. Kurland's services through February 28, 1999. The employment
agreement provides for a base annual salary for Mr. Kurland of $708,750 for
fiscal 1998 with an increase of no less than 5% or more than 10% for fiscal
year 1999 as may be approved by the Compensation Committee, based on the
recommendation of Mr. Mozilo. The Agreement provides for additional incentive
compensation in respect of each fiscal year ending during the term thereof in
the form of an annual cash bonus as determined in accordance with the Annual
Incentive Plan which was approved by the stockholders at the 1996 annual
meeting. See "Executive Compensation--Annual Incentive Plan" below. The
Agreement also provides for additional incentive compensation in the form of
grants of stock options under any stock option plans which may exist or come
into effect. In respect of each fiscal year ending during the term of

12
<PAGE>

the Agreement, Mr. Kurland will be granted options for no less than 75,000 and
no greater than 175,000 shares of the Company's Common Stock.

Messrs. Loeb's, Mozilo's and Kurland's employment agreements each provides
that in the event of disability, he shall receive annual compensation in an
amount equal to (i) 50% of his then current salary, minus (ii) the amount of
any cash payments to him under the terms of the Company's disability insurance
or other disability benefit plans or the Company's Pension Plan and any
compensation he may receive pursuant to any other employment. These payments
shall be made until the earlier of the officer's death, commencement of
benefits under the Company's pension plan or five years from the date of the
disability. The Company is also required to afford each officer during the
disability period other employment benefits to which he otherwise would be
entitled. In the event of the death of the officer during the term of his
employment agreement, the Company shall pay to his beneficiary an amount equal
to the officer's salary for 12 months following the date of death and shall
provide to such beneficiary certain other rights or benefits to which the
officer would otherwise have been entitled. Messrs. Loeb's, Mozilo's and
Kurland's employment agreements each provides for certain benefits in the
event of termination without cause (as defined in each of the employment
agreements) or if the officer terminates his employment under specified
conditions.

ANNUAL INCENTIVE PLAN

The Company has in place an Annual Incentive Plan which was approved by the
Company's stockholders at the 1996 annual meeting. The purposes of the Annual
Incentive Plan are to promote the profitability of the Company, provide
officers an opportunity to receive incentive compensation depending upon that
profitability and to attract, retain and motivate such individuals. All
officers of the Company are currently eligible for awards under the Annual
Incentive Plan. It is expected that Mr. Kurland will be the only participating
executive officer for the fiscal year ending February 28, 1999.

CHANGE IN CONTROL ARRANGEMENTS

On September 12, 1996, the Compensation Committee approved a Change in
Control Severance Plan (the "Severance Plan") which provides for a salary
continuation payment and certain other benefits for eligible employees whose
employment with the Company is terminated involuntarily after a Change in
Control (as defined in the Severance Plan) or who leave the Company following
a Change in Control if a specified change in their compensation, position or
employment location occurs. Employees who are eligible to participate in the
Severance Plan include all active, full-time employees other than employees
who are covered under an individual employment or severance agreement which
provides for compensation and/or benefits upon termination of employment. The
amount of the separation payments is based on the employee's title and status
as an exempt or non-exempt employee within the meaning of the wage and hour
laws. In the event of a Change in Control, Messrs. Garcia and Sambol would be
entitled to participate in the Severance Plan and they would each be entitled
to receive a salary separation payment of two years of their base pay plus
200% of their average bonus as determined in accordance with the Severance
Plan. In addition, they would be entitled to receive medical, health, dental
and prescription drug benefits, long-term disability coverage and life
insurance and other death benefits coverage for a period of two years
following the date of termination.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is composed of Messrs. Snyder, Donato and Enis,
who are non-employee directors of the Company. The Company's executive
compensation program consists of three main components: (1) base salary, (2)
potential for annual cash incentive compensation based on the Company's
overall

13
<PAGE>

performance and the employee's individual performance and (3) stock options to
provide long-term incentives for performance and to align executive officer
and stockholder interests. There is no fixed ratio of total compensation to be
represented by salary, incentive compensation or stock options.

COMPENSATION OF PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER

Compensation for fiscal 1998 for Messrs. Loeb, Mozilo and Kurland was
determined under their respective employment agreements. See "Executive
Compensation--Employment Agreements." Under these Agreements, neither Mr. Loeb
nor Mr. Mozilo received any stock option grants in fiscal 1998 because they
each received in the fiscal year ended February 28, 1997 a grant of stock
options in respect of 1,000,000 shares of Common Stock in lieu of receiving
grants in the fiscal years ended February 28, 1998 and 1999. Pursuant to his
employment agreement, Mr. Kurland received in fiscal 1998 a grant of stock
options in respect of 150,000 shares which are exercisable at the rate of 25%
on each of the first, second, third, and fourth anniversaries of the grant
date.

As provided by their employment agreements, the annual incentives received
by Messrs. Loeb and Mozilo were determined by multiplying the prior year's
annual incentive by a performance ratio obtained by dividing the most recent
fiscal year's earnings per share by the prior year's earnings per share. The
performance ratio for the annual incentives paid with respect to fiscal 1998
was calculated by comparing earnings per share for fiscal 1998 with the fiscal
year ended February 28, 1997. Mr. Kurland's annual incentive was determined
pursuant to the Annual Incentive Plan which provides that Mr. Kurland will be
awarded from 0% to 275% of a specified target bonus, subject to the
satisfaction of certain earnings per share and return on equity goals.
Earnings per share increased in fiscal 1998 compared to fiscal 1997 resulting
in an increase in the annual incentives paid to Messrs. Loeb, Mozilo and
Kurland with respect to fiscal 1998.

COMPENSATION OF OTHER EXECUTIVES FOR FISCAL 1998

With respect to the base salaries and annual incentives for fiscal 1998 for
the two most highly paid executives excluding Messrs. Loeb, Mozilo and
Kurland, the Compensation Committee met with senior management to review
recommendations regarding their base salaries and annual incentive levels. The
decisions of the Compensation Committee with respect to the base salary for
each such executive officer are subjective and were made after consideration
of the performance of the executive in his particular area of responsibility,
the executive's contribution to the Company's overall management team, and an
assessment of the future contributions the executive should be able to make to
the Company. The annual incentives paid to Messrs. Sambol and Garcia were
approved by the Compensation Committee and were based on a plan which was
approved by that Committee.

STOCK OPTIONS FOR FISCAL 1998

The Compensation Committee oversees the determination of the overall number
of employee stock options to be granted each year and how those options are to
be distributed among the employees. In the fiscal year ended February 28,
1994, the Compensation Committee studied comparisons of the amount of stock
options granted in relation to a company's issued and outstanding stock. As a
result of this study, the Compensation Committee determined that it would be
appropriate for stock options granted in any fiscal year to be in a range not
to exceed 3% of the outstanding stock of the Company during that fiscal year.
The stock options granted in fiscal 1998 equaled 1.7% of the outstanding stock
of the Company at the end of the fiscal year.

Options were granted to executive officers on June 2, 1997 based on the
performance of the Company in fiscal 1997 compared to the performance in
fiscal 1996.

14
<PAGE>

DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code limits the corporate deduction
for compensation paid to the executive officers named in the Summary
Compensation Table to $1 million unless such compensation qualifies as
"performance-based compensation" which, among other things, requires approval
by the Company's stockholders. The incentive compensation arrangements
applicable to Messrs. Loeb, Mozilo and Kurland were approved by the Company's
stockholders at the Annual Meeting of Stockholders held on July 10, 1996 and
otherwise qualify as "performance-based compensation." Therefore, all amounts
paid to Messrs. Loeb, Mozilo and Kurland as incentive compensation are
deductible although they exceed $1 million. The Committee recognizes that the
base salaries of Messrs. Loeb and Mozilo will not be deductible to the extent
they exceed $1 million, but considers this additional amount not to be
significant to the Company.

The Committee's policy on deductibility is generally to develop compensation
plans which provide for the payment of compensation that is tax deductible to
the Company, while recognizing that the legitimate interests of the Company
and its stockholders may at times be better served by compensation
arrangements which are not deductible.

The Compensation Committee

Harley W. Snyder, Chairman
Robert J. Donato
Ben M. Enis

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Messrs. Snyder (chairman), Donato and
Enis. As noted below in the "Certain Transactions" section, Mr. Donato
currently has one loan outstanding under a plan maintained by the Company,
which was ratified and approved by the stockholders, to facilitate the
exercise of stock options (the "Financing Plan"). This loan, which was funded
on November 17, 1997, bears an interest rate of 5.69% and had an outstanding
loan balance of $95,192 as of February 28, 1998. Mr. Donato's highest
aggregate indebtedness to the Company during fiscal 1998 was $331,085,
consisting of seven loans under the Financing Plan with interest rates ranging
from 5.61% to 6.86%, which amount was outstanding as of April 1, 1997. Between
April and November 1997, he paid off those seven loans. During fiscal 1998,
Mr. Snyder had two mortgage loans outstanding with the Company, one of which
was paid off on November 17, 1997. The loan that was paid off bore interest at
the rate of 8% per annum and the highest aggregate indebtedness to the Company
under this loan during fiscal 1998 was $425,490 which was the amount
outstanding on November 17, 1997. The second loan is in the initial principal
amount of $496,000 and bears interest at the rate of 7% per annum.
Mr. Snyder's highest aggregate indebtedness to the Company under this loan
during fiscal 1998 was $490,087 which was the amount outstanding as of March
13, 1997.

No member of the Compensation Committee was, during the fiscal year, an
officer or employee of the Company or any of its subsidiaries, nor was any
member of the Compensation Committee formerly an officer of the Company or any
of its subsidiaries. No executive officer of the Company served (i) as a
member of the compensation committee or board of directors of another entity,
one of whose executive officers served on the Compensation Committee or (ii)
as a member of the compensation committee of another entity, one of whose
executive officers served on the Board.

15
<PAGE>

PERFORMANCE GRAPH

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG COUNTRYWIDE CREDIT INDUSTRIES, INC.,
S&P 500 INDEX AND S&P FINANCIAL INDEX

PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
COUNTRYWIDE S&P
Measurement Period CREDIT S&P FINANCIAL
(Fiscal Year Covered) INDUSTRIES, INC. 500 INDEX INDEX
- --------------------- ---------------- --------- ---------
<S> <C> <C> <C>
Measurement Pt- 1993 $100 $100 $100
FYE 1994 $ 78 $108 $105
FYE 1995 $ 78 $116 $114
FYE 1996 $102 $157 $167
FYE 1997 $143 $198 $237
FYE 1998 $220 $267 $332
</TABLE>

The comparison of total return on investment (change in year end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on February 28, 1993 in each of the Company, the S&P 500 Index and
the S&P Financial Index. The results and comparisons shown in the graph above
are based upon historical data and are not indicative of, nor intend to
forecast future performance of the Company's Common Stock.

16
<PAGE>

CERTAIN TRANSACTIONS

On July 1, 1997, the Company and INMC concluded the restructuring of their
business relationship, the agreement for which was entered into in the fiscal
year ended February 28, 1997, pursuant to which INMC acquired the assets,
operations and employees of Countrywide Asset Management Corporation ("CAMC"),
formerly a wholly owned subsidiary of the Company. In connection with the
restructuring, the Company received 3,440,800 newly issued shares of common
stock of INMC and CAMC was merged with and into INMC. Prior to the
restructuring, CAMC had provided INMC with certain management services in
exchange for certain management fees and incentive compensation. INMC incurred
obligations to the Company for management fees and incentive compensation
during fiscal 1998 of $0.6 million and $3.1 million, respectively. INMC had an
option to purchase mortgage loans from the Company at the prevailing market
price. During fiscal 1998, INMC purchased $2.9 million of mortgage loans
pursuant to this option. Subsidiaries of INMC entered into servicing
agreements with CHL providing for the servicing of mortgage loans securing
collateralized mortgage obligations. Servicing fees under these agreements for
fiscal 1998 were approximately $1.9 million.

During fiscal 1998, Mr. Loeb had one loan under the Financing Plan. As of
February 28, 1998, the amount of his loan remaining outstanding was $209,007,
which amount was the highest aggregate indebtedness to the Company during
fiscal 1998. It bears an annual interest rate of 3.25%. Mr. Donato currently
has one loan under the Financing Plan, with an interest rate of 5.69%. Mr.
Donato's highest aggregate indebtedness to the Company during fiscal 1998 was
$331,085 which consisted of seven loans under the Financing Plan. He paid off
the seven loans between April and November 1997. His indebtedness to the
Company was reduced to $95,192 by the end of fiscal 1998.

During fiscal 1998, Harley Snyder had two mortgage loans outstanding which
were held by the Company. One loan was in the initial principal amount of
$400,000 with interest payable at 8% per annum and was secured by real
property located in Valparaiso, Indiana. This loan was paid off on November
17, 1997. The highest aggregate indebtedness to the Company on this loan
during fiscal 1998 was $425,490 which was the amount outstanding at November
17, 1997. The second loan was in the initial principal amount of $496,000 with
interest payable at 7% per annum. This loan is secured by real property
located in Indian Wells, California. Mr. Snyder's highest aggregate
indebtedness to the Company under this loan during fiscal 1997 was $490,087,
which was the amount outstanding as of March 13, 1997.

Mr. Heller is of counsel in the law firm of Fried, Frank, Harris, Shriver &
Jacobson. This firm performed services for the Company in fiscal 1998, and the
Company intends to retain the services of this firm in fiscal 1999.

17
<PAGE>

PROPOSAL TWO

APPROVAL OF AMENDMENT TO
COUNTRYWIDE CREDIT INDUSTRIES 1993 STOCK OPTION PLAN

1993 STOCK OPTION PLAN--GENERAL

On April 8, 1993, the Company's Board of Directors approved the Countrywide
Credit Industries, Inc. 1993 Stock Option Plan (the "1993 Stock Option Plan"),
which was approved by stockholders on June 30, 1993. The 1993 Stock Option
Plan was amended by the Board in March and May 1996, and these amendments were
approved by the Company's stockholders in June 1996. The Board further amended
the 1993 Stock Option Plan in February and March 1998. The purpose of the 1993
Stock Option Plan is to strengthen the Company by providing incentives in the
form of options to acquire Common Stock to directors and key employees of the
Company to encourage them to devote their abilities and industry to the
success of the Company's business enterprise.

PROPOSED AMENDMENT

On May 7, 1998, the Board approved, subject to approval by stockholders at
the Meeting, an amendment to the 1993 Stock Option Plan which increases by
5,500,000 the number of shares of Common Stock which may from time to time be
made the subject of options thereunder. If the amendment to the 1993 Stock
Option Plan is approved, the maximum number of shares of Common Stock which
may be the subject of options thereunder will be increased from 10,500,000 to
16,000,000.

One of the Company's principal methods to attract and retain key employees
is the grant of stock options. The Company believes that it is in the best
interests of the Company to increase the maximum number of shares that may be
made subject to options under the 1993 Stock Option Plan in order to (i)
continue to attract and retain key employees and (ii) provide additional
incentive and reward opportunities to current employees to encourage them to
enhance the profitability of the Company. As of February 28, 1998, options to
purchase 7,759,112 shares of common stock were outstanding under the 1993
Stock Option Plan, 879,134 shares had been exercised under the 1993 Stock
Option Plan, and 1,861,754 shares were available for the grant of new options
under the 1993 Stock Option Plan. If the amendment to the 1993 Stock Option
Plan is approved, an additional 5,500,000 shares of Common Stock would be made
available for options thereunder.

The principal provisions of the 1993 Stock Option Plan, as proposed to be
amended, are summarized below.

DESCRIPTION OF THE AMENDED AND RESTATED 1993 STOCK OPTION PLAN

Term and Shares Available

The 1993 Stock Option Plan will be in effect until April 7, 2003, and no
options may be granted under the plan after that date. Assuming approval of
this Proposal Two, a maximum of 16,000,000 shares of Common Stock may be
issued under the 1993 Stock Option Plan, subject to adjustment in the event of
a Change in Capitalization (as defined therein). A maximum of 3,000,000 shares
of Common Stock may be the subject of options granted to any one person from
and after March 26, 1996. Shares allocable to an expired, canceled or
otherwise terminated option may be made the subject of a subsequently granted
option.

18
<PAGE>

Awards

The 1993 Stock Option Plan provides for the granting of stock options to key
employees, including key employees who are also directors ("Employee
Options"), and the granting of stock options to nonemployee directors of the
Company ("Director Options"). Employee Options may either be incentive stock
options ("ISOs") which meet the requirements of section 422 of the Code or
nonqualified stock options ("NSOs"). All Director Options will be NSOs. As of
May 1, 1998, approximately 8,749 employees and all five non-employee directors
are eligible to participate in the 1993 Stock Option Plan. The Compensation
Committee, at the recommendation of senior management, imposes certain
additional eligibility requirements for employee participation in the 1993
Stock Option Plan based on such factors as tenure with the Company, employment
grade and salary level. Therefore, not all employees will receive option
grants under the 1993 Stock Option Plan.

Administration

The 1993 Stock Option Plan is administered by a committee (the "Committee")
composed of two or more directors appointed by the Board, each of whom is a
"Non-Employee Director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an
"outside director" within the meaning of section 162(m) of the Code. The
Committee will have full authority to administer and interpret the provisions
of the 1993 Stock Option Plan; to determine when and to whom Employee Options
will be granted; whether such options will be ISOs or NSOs and to prescribe
the terms and conditions of the Employee Options, subject to the provisions of
the 1993 Stock Option Plan. The Compensation Committee will perform the
functions of the Committee under the 1993 Stock Option Plan.

Terms and Conditions of Options

The exercise price for Employee Options will be set by the Committee and
shall, in no event, be less than the fair market value of the Common Stock on
the date the option is granted. In general, Employee Options are exercisable
at such time or times and in such installments as determined by the Committee.
Except in the event of a Change in Control, Employee Options are not
exercisable until at least one year from the date of grant. Employee Options
terminate no later than ten years after the date of grant. The Committee may,
in its discretion, modify outstanding Employee Options or accept the surrender
of outstanding Employee Options (to the extent not exercised) and grant new
options in substitution for them; provided, however, that no modification
shall adversely affect the rights or obligations under the Employee Option
without the optionee's consent.

The 1993 Stock Option Plan provides that each non-employee director of the
Company will be granted a Director Option on the first business day in June of
each year that the 1993 Stock Option Plan is in effect. The number of shares
of Common Stock subject to each Director Option will be equal to the lesser of
(i) 7,500 multiplied by a fraction, the numerator of which is the Company's
earnings per share on a fully diluted basis for the fiscal year ended
immediately before the date of grant of the Director Option (the "EPS
Numerator Amount"), and the denominator of which is $.68 or (ii) 7,500
multiplied by a fraction, the numerator of which is the EPS Numerator Amount
and the denominator of which is the earnings per share on a fully diluted
basis for the fiscal year immediately preceding the fiscal year in respect of
which the EPS Numerator Amount is determined. The number 7,500 and the $.68
amount will be subject to adjustment if there is a Change in Capitalization.
Director Options will be exercisable in whole or in part at any time after one
year following the date the option is granted; provided, however, that
Director Options granted to a nonemployee director shall become exercisable in
full immediately upon the death of the optionee. The per share exercise price
for a Director Option will be equal to the fair market value of a share of
Common Stock on the date the Director Option is granted. Director Options will
terminate ten years from the date granted.

19
<PAGE>

Unless otherwise provided in the agreement evidencing the grant of an
option, and except as provided below, options granted under the 1993 Stock
Option Plan will not be transferable (except under the laws of descent and
distribution) and, in general, will lapse three months after the termination
of the optionee's status as a director or employee, as applicable, of the
Company and its subsidiaries, except that special provisions apply in the
event of death, Disability or Retirement of the director or employee or
termination for Cause (as each such capitalized term is defined in the 1993
Stock Option Plan). The Committee may, in its discretion, authorize NSOs to be
transferable to immediate family members of the optionee, to trusts for the
exclusive benefit of such family members or of certain tax-exempt charitable
organizations, to partnerships of which such persons are the only partners,
and to certain tax-exempt charitable organizations; provided that there may be
no consideration paid for such transfers, the instrument of transfer must be
approved by the Company's employee benefits committee, and no subsequent
transfers of the NSOs are allowed. Upon the exercise of an option granted
under the 1993 Stock Option Plan, the purchase price must be paid in full by
any one or a combination of the following methods: (i) cash, (ii) transfer of
shares of Common Stock or (iii) execution of a promissory note and pledge
agreement pursuant to the Financing Plan (or any successor or additional
financing plan). Options may also be exercised through a registered broker-
dealer pursuant to cashless exercise procedures established by the Committee.

In the event that a Change in Control (as defined in the 1993 Stock Option
Plan) occurs, all options will become immediately and fully exercisable and an
optionee may, during the 60-day period following the Change in Control,
surrender for cancellation any option (or portion thereof) for a cash payment
(the "Cash Payment") in respect of each share of Common Stock covered by the
option or portion thereof surrendered, equal to the excess, if any, of (x) (A)
in the case of an NSO, the greater of (1) the fair market value of a share of
Common Stock on the date preceding the date of surrender or (2) the Adjusted
Fair Market Value (as defined in the 1993 Stock Option Plan) of a share of
Common Stock or (B) in the case of an ISO, the fair market value of a share of
Common Stock on the date preceding the date of surrender, over (y) the per
share exercise price for such shares under the option; provided, however, that
in the case of an option granted within six months prior to the Change in
Control to any Optionee who may be subject to liability under Section 16(b) of
the Exchange Act, such optionee shall be entitled to surrender for
cancellation his or her option during the 60-day period commencing upon the
expiration of six months from the date of grant of any such option. A Change
in Control generally means the occurrence of any of the following: (i) the
acquisition (other than directly from the Company) of 25% or more of the
outstanding Common Stock or the Combined Voting Power of the Company's then
outstanding voting securities ("Voting Securities"); provided, however, that
any such acquisition by the Company, any of its subsidiaries, an employee
benefit plan maintained by either the Company or any of its subsidiaries, or
by any person in connection with a Non-Control Transaction (as defined below)
shall not constitute a Change in Control; (ii) the individuals who as of March
27, 1996 are members of the Board (the "Incumbent Board") cease for any reason
to constitute at least two-thirds of the members of the Board; provided,
however, those members of the Board whose election is approved by at least
two-thirds of the Incumbent Board shall constitute members of the Incumbent
Board; provided further, however, that no individual who becomes a director as
the result of an election contest or proxy contest shall constitute a member
of the Incumbent Board; or (iii) the consummation of (A) a merger,
consolidation or reorganization of the Company unless after such merger,
consolidation or reorganization (1) the Company's stockholders immediately
prior to the merger, consolidation or reorganization own, directly or
indirectly, 70% or more of the voting securities of the surviving entity, (2)
the individuals who were members of the Incumbent Board immediately prior to
such merger, consolidation or reorganization constitute at least two-thirds of
the board of directors of the surviving entity and (3) no person or entity,
(other than the Company, any of its subsidiaries, an employee benefit plan
maintained by either the Company or any of its subsidiaries, or any prior
owner of 25% or more of the outstanding Common Stock or Voting Securities)
owns, directly or indirectly, 25% or more of the outstanding voting securities
of the surviving entity, (B) a

20
<PAGE>

complete liquidation or dissolution of the Company or (C) the sale of all or
substantially all of the Company's assets.

The 1993 Stock Option Plan provides that, subject to the provisions
described in the immediately preceding paragraph, in the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the Company (a "Transaction"), the 1993 Stock Option Plan and the options
issued thereunder will continue in effect in accordance with their respective
terms and each optionee shall be entitled to receive in respect of each share
subject to an outstanding option, upon exercise of such option, the same
number and kind of stock, securities or other property that each stockholder
was entitled to receive in the Transaction in respect of a share of Common
Stock.

The 1993 Stock Option Plan provides that any issuance of stock is subject to
the optionee having satisfied all applicable tax and other withholding
requirements and further provides that an optionee may elect, subject to the
consent of the Committee, to satisfy such withholding requirements by the
surrender of shares (valued at their then fair market value) that would
otherwise be issued upon exercise of the option.

Termination or Amendment

The Board of Directors is authorized to terminate or amend the 1993 Stock
Option Plan at any time, provided that no amendment shall be made which would
impair, without the consent of the optionee, any option previously granted
under the 1993 Stock Option Plan or would deprive any optionee of any shares
which he or she may have acquired through or as a result of the 1993 Stock
Option Plan; and provided further, that, to the extent necessary under Section
16(b) of the Exchange Act and the rules and regulations promulgated thereunder
or other applicable law, no amendment shall be effective unless approved by
the stockholders of the Company in accordance with applicable law and
regulations at a meeting held within twelve months after the date of the
adoption of such amendment. Additionally, the provisions of the 1993 Stock
Option Plan relating to grants of options to nonemployee directors shall not
be amended more than once every six months, other than to comport with changes
in the Code or the rules and regulations thereunder.

Miscellaneous

On June 1, 1998, the closing price of the Common Stock as reported on the
New York Stock Exchange was $46 15/16.

FEDERAL INCOME TAX CONSEQUENCES

In general, an optionee will not recognize taxable income upon the grant or
exercise of an ISO, and the Company and its subsidiaries will not be entitled
to any business expense deduction with respect to the grant or exercise of an
ISO. (Upon the exercise of an ISO, however, the excess of the fair market
value on the date of exercise of the shares received over the exercise price
of the shares will be treated as an adjustment to alternative minimum taxable
income.) In order for the exercise of an ISO to qualify for the foregoing tax
treatment, the optionee generally must be an employee of the Company or a
subsidiary (within the meaning of Section 422 of the Code) from the date the
ISO is granted through the date three months before the date of exercise (one
year preceding the date of exercise in the case of an optionee who is
terminated due to disability).

If the optionee has held the shares acquired upon exercise of an ISO for at
least two years after the date of grant and for at least one year after the
date of exercise, upon disposition of the shares by the optionee, the
difference, if any, between the sales price of the shares and the exercise
price of the option will be treated as

21
<PAGE>

long-term capital gain or loss subject to reduced rates of tax, provided that
any gain will be subject to further reduced rates of tax if the shares are
held for more than 18 months after the date of exercise. If the optionee does
not satisfy these holding period requirements, the optionee will recognize
ordinary income at the time of the disposition of the shares, generally in an
amount equal to the excess of the fair market value of the shares at the time
the option was exercised over the exercise price of the option. The balance of
the gain realized, if any, will be long-term, mid-term or short-term capital
gain, depending upon whether or not the shares were sold more than eighteen
months after the option was exercised, between one year and eighteen months
after exercise or less than one year after exercise. If the optionee sells the
shares prior to the satisfaction of the holding period requirements but at a
price below the fair market value of the shares at the time the option was
exercised, the amount of ordinary income will be limited to the amount
realized on the sale over the exercise price of the option. If the Company or
its subsidiaries satisfies applicable reporting requirements or the optionee
includes such amount in income, the Company or its subsidiaries will be
allowed a business expense deduction to the extent the optionee recognizes
ordinary income.

In general, an optionee to whom an NSO is granted will recognize no income
at the time of the grant of the option. Upon exercise of an NSO, an optionee
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares on the date of exercise over the exercise price of
the option (special rules may apply in the case of an optionee who is subject
to Section 16(b) of the Exchange Act). If the Company or its subsidiaries
satisfies applicable reporting requirements or the optionee includes such
amount in income, the Company or its subsidiaries will be entitled to a
business expense deduction in the same amount and at the same time as the
optionee recognizes ordinary income. Upon resale of shares purchased upon
exercise of an NSO by the optionee, any difference between the sales price and
the optionee's purchase price, to the extent not recognized as taxable income
as described above, will be treated as capital gain or loss.

In general, upon surrender of an option for a Cash Payment, the optionee
will recognize ordinary income in an amount equal to the Cash Payment and the
Company will be entitled to a business expense deduction in the same amount.

The foregoing summary of the federal income tax consequences of 1993 Stock
Option Plan transactions is based upon federal income tax laws in effect on
the date of this Proxy Statement. This summary does not purport to be
complete, and does not discuss foreign, state or local tax consequences.

Under certain circumstances, the acceleration of the exercisability of
options granted under the 1993 Stock Option Plan or the making of a Cash
Payment in connection with a Change in Control of the Company might be deemed
an "excess parachute payment" for purposes of the golden parachute tax
provisions of Section 280G of the Code. To the extent it is so considered, the
optionee may be subject to a 20% excise tax and the Company may be denied a
tax deduction.

22
<PAGE>

AMENDED PLAN BENEFITS

Under the terms of the 1993 Stock Option Plan, the Committee has full
authority to determine when and to whom Employee Options will be granted.
Grants of Director Options under the 1993 Stock Option Plan are determined by
a formula based on the Company's earnings per share. The Company cannot now
determine the number of options to be granted in the future under the 1993
Stock Option Plan, as proposed to be amended, to its executive officers,
directors or employees. The table under the caption "Stock Option Grants in
Fiscal Year 1998" provides information with respect to the grant of options to
the named executive officers of the Company during fiscal 1998. The following
table sets forth additional information with respect to options granted under
the 1993 Stock Option Plan during fiscal 1998:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
OPTIONS % OF TOTAL EXERCISE PRICE
IDENTITY OF GROUP GRANTED (#) OPTIONS GRANTED PER SHARE
- ----------------- ----------- --------------- --------------
<S> <C> <C> <C>
Executive Officers, as a Group(1)... 0 N/A N/A
Employees that are not Executive Of-
ficers, as a group................. 1,211,614 97% $27.0625
Directors that are not Executive Of-
ficers, as a group................. 37,228 3 $27.0625
</TABLE>
- --------
(1) Options granted to Executive Officers, as a group were granted under the
Company's 1987 Stock Option Plan. As of February 28, 1998, there were no
options available for grant under any stock option plan other than under
the 1993 Stock Option Plan.

Adoption of this proposal requires the affirmative vote of a majority of the
shares of Common Stock represented, in person or by proxy, and entitled to
vote on the matter at this Meeting.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.

PROPOSAL THREE

RATIFYING THE SELECTION OF INDEPENDENT ACCOUNTANTS

The Board has selected the accounting firm of Grant Thornton LLP ("Grant
Thornton") to audit the Company's financial statements for, and otherwise act
as the Company's independent certified public accountants with respect to, the
fiscal year ending February 28, 1999. Grant Thornton has continuously acted as
independent certified public accountants for the Company in respect of its
fiscal years commencing with the fiscal year ended February 28, 1974. In
accordance with the Board's resolution, its selection of Grant Thornton for
the current fiscal year is being presented to stockholders for ratification at
the Meeting. The affirmative vote of a majority of the shares of Common Stock
represented, in person or by proxy, and entitled to vote at the Meeting will
constitute such ratification. The Company has been advised that neither Grant
Thornton nor any of its partners has any direct financial interest or any
material indirect financial interest in the Company or any of its
subsidiaries, nor has had any connection during the past three years with the
Company or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee.

A representative of Grant Thornton will be present at the Meeting. He will
have an opportunity to make a statement, if he wishes to do so, and will be
available to respond to appropriate questions.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.

23
<PAGE>

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers to report their ownership of and
transactions in the Company's Common Stock to the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Copies of these
reports are also required to be supplied to the Company. Specific dates for
filing these reports have been established by the SEC, and the Company is
required to report in this Proxy Statement any failure of its directors and
executive officers to file by the relevant due date any of these reports
during fiscal 1998. Based solely on its review of the copies of the reports
received by it, the Company believes that all such filing requirements were
satisfied, except that Messrs. Kurland and Loeb each filed one late report
relating to one transaction each. In each case, the failure to timely file
such report was solely due to an inadvertent error of the Company and not the
reporting person.

ANNUAL REPORT AND FORM 10-K

The Annual Report to Stockholders, containing the consolidated financial
statements of the Company for the fiscal year ended February 28, 1998,
accompanies this Proxy Statement.

STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998, FILED WITH THE SEC,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT THE
ACCOMPANYING EXHIBITS, BY WRITING TO INVESTOR RELATIONS, COUNTRYWIDE CREDIT
INDUSTRIES, INC. 4500 PARK GRANADA, MSN CH-19, CALABASAS, CALIFORNIA 91302-
1613, (818) 225-3550. A LIST OF EXHIBITS IS INCLUDED IN THE FORM 10-K, AND
EXHIBITS ARE AVAILABLE FROM THE COMPANY UPON THE PAYMENT TO THE COMPANY OF THE
COSTS OF FURNISHING THEM.

STOCKHOLDER PROPOSALS

Any proposal that a stockholder wishes to present for consideration at the
1999 Annual Meeting of Stockholders must be received by the Company no later
than January 30, 1999 for inclusion in the 1999 Notice of Annual Meeting,
Proxy Statement and Proxy. Proposals should be directed to the Secretary of
the Company. Stockholders wishing to bring proposals before an annual meeting
must also comply with Article II, Section 13 of the Company's Bylaws, which
requires certain information to be provided in connection with the submission
of stockholder proposals and sets forth certain timing requirements with
respect thereto.

OTHER MATTERS

The Board knows of no matters other than those listed in the attached Notice
of Annual Meeting which are likely to be brought before the Meeting. However,
if any other matter properly comes before the Meeting, the persons named on
the enclosed proxy card will vote the proxy in accordance with their best
judgment on such matter.

By Order of the Board of Directors

/s/ Sandor E. Samuels

Sandor E. Samuels
Secretary

June 8, 1998

24
<PAGE>

COUNTRYWIDE CREDIT INDUSTRIES, INC.

P R O X Y

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS, JULY 23, 1998

This undersigned hereby appoints David S. Loeb and Angelo R. Mozilo, or
either of them, with full power of substitution, the attorney and proxy of the
undersigned, to appear and to vote all of the shares of stock of Countrywide
Credit Industries, Inc. (the "Company") which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of the
Company to be held at the Warner Center Marriott Hotel, 21850 Oxnard Street,
Woodland Hills, California on July 23, 1998 at 10:00 A.M. and adjournment
thereof.

Receipt of copies of the Annual Report to Stockholders, the Notice of
Annual Meeting of Stockholders and the Proxy Statement dated June 8, 1998 is
hereby acknowledged.

(Continued and to be marked, dated and signed on reverse side)

COUNTRYWIDE CREDIT INDUSTRIES, INC.
P.O. BOX 11148
NEW YORK, N.Y. 10203-0148

Comments:

__________________________________
__________________________________
__________________________________

UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED MATTERS UNLESS
SPECIFIED TO THE CONTRARY.
<TABLE>
<S> <C> <C> <C>
1. To elect to the Board of Directors for a FOR all nominees [_] WITHHOLD AUTHORITY to vote [_] *EXCEPTIONS [_]
term expiring at the 2001 Annual Meeting. listed below for all nominees listed below.

Nominees: Robert J. Donato, Michael E. Dougherty and Harley W. Snyder
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED BELOW.)

*Exceptions ________________________________________________________________________________________________________________________

2. To amend the Company's 1993 Stock Option Plan. 3. To ratify the selection of Grant Thornton LLP as the
Independent Accountants to audit the Company's financial
statements for the fiscal year ending February 28, 1999.

FOR [_] AGAINST [_] ABSTAIN [_] FOR [_] AGAINST [_] ABSTAIN [_]

In their discretion, the proxies are authorized to vote upon such other business
as may property come before the annual meeting.

I PLAN TO ATTEND MEETING [_] Change of Address and [_]
or Comments Mark Here

NOTE: Please date and sign exactly as the name appears
on this proxy. Joint owners should each sign, if the
signer is a corporation, please sign full corporate
name by a duly authorized officer. Executors,
trustees, etc. should give full title as such.

Dated: _______________________________________________

------------------------------------------------------
signature

VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [X]
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.A.
</TABLE>