COUNTRYWIDE INVESTMENT TRUST
497, 1998-10-01
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                                                              October 1, 1998

                          COUNTRYWIDE INVESTMENT TRUST
                 ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND

                 SUPPLEMENT TO PROSPECTUS DATED JANUARY 1, 1998

THE FIFTH PARAGRAPH OF THE SECTION "INVESTMENT OBJECTIVE AND POLICIES" ON PAGE 4
OF THE PROSPECTUS HAS BEEN REVISED AS FOLLOWS:

         In addition to mortgage-related  securities, the Fund may invest in all
types of U.S. Government  obligations (described below). For defensive purposes,
the Fund may  temporarily  hold all or a portion  of its  assets  in  short-term
obligations  such as bank debt instruments  (certificates  of deposit,  bankers'
acceptances and time deposits) or repurchase  agreements  collateralized by U.S.
Government obligations.

THE FOLLOWING  SECTIONS ARE TO BE INSERTED  IMMEDIATELY PRIOR TO THE SUB-SECTION
"U.S. GOVERNMENT OBLIGATIONS" ON PAGE 6 OF THE PROSPECTUS:

         COLLATERALIZED  MORTGAGE  OBLIGATIONS ("CMOS") AND REAL ESTATE MORTGAGE
INVESTMENT CONDUITS ("REMICS"). The Fund may invest in CMOs and REMICs issued or
guaranteed by U.S. Government agencies or instrumentalities. CMOs and REMICs are
debt instruments issued by special purpose entities that are secured by pools of
mortgage loans or other  mortgage-backed  securities.  Payments of principal and
interest on the underlying collateral provides the funds to pay the debt service
on CMOs or REMICs.

         CMOs are issued in multiple classes. Each class, often referred to as a
"tranche,"  is issued at a specified  coupon rate or  adjustable  rate and has a
stated maturity or final distribution date. Principal  prepayments on collateral
underlying  CMOs may cause the CMOs to be  retired  substantially  earlier  than
their stated maturities or final distribution dates. Interest is paid or accrues
on classes of a CMO on a monthly,  quarterly or semiannual  basis. The principal
and interest on the mortgages underlying CMOs may be allocated among the several
classes in many ways.

         One or  more  tranches  of a CMO  may  have  coupon  rates  that  reset
periodically  at a  specified  increment  over  an  index,  such  as the  London
Interbank  Offered Rate  ("LIBOR").  These  adjustable  rate tranches,  known as
"floating-rate  CMOs," will be treated as ARMS by the Fund.  Floating-rate  CMOs
may be backed by fixed- or  adjustable-rate  mortgages.  Floating-rate  CMOs are
typically issued with lifetime "caps" on the coupon rate. These caps, similar to
the caps on ARMS,  represent a ceiling  beyond  which the coupon rate may not be
increased, regardless of increases in the underlying interest rate index.
                                                                               


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         REMICs,  which are  authorized  under the Tax Reform  Act of 1986,  are
private  entities  formed for the  purpose of holding a fixed pool of  mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue  multiple  classes of securities.  As with CMOs the  underlying  mortgages
include those backed by GNMA Certificates or other mortgage pass-throughs issued
or guaranteed by the U.S. Government, its agencies or instrumentalities.

         The Fund currently  intends to limit its investments in CMOs and REMICs
to either  floating rate tranches or fixed-rate  tranches having an average life
(giving  effect  to  projected  prepayments)  of 5 years  or less at the time of
purchase.

         ASSET-BACKED  SECURITIES.  The  Fund may  invest  in  various  types of
adjustable  rate  securities in the form of  asset-backed  securities  issued or
guaranteed by U.S. Government agencies or instrumentalities.  The securitization
techniques used in the context of  asset-backed  securities are similar to those
used for  mortgage-related  securities.  Thus,  through  the use of  trusts  and
special  purpose  corporations,  various types of receivables are securitized in
pass-through   structures  similar  to  the  mortgage  pass-through   structures
described above or in a pay-through  structure similar to the CMO structure.  In
general,  collateral supporting  asset-backed  securities has shorter maturities
than  mortgage  loans  and  has  been  less  likely  to  experience  substantial
prepayment.

         The  Fund's   investments  in   asset-backed   securities  may  include
pass-through  securities  collateralized  by Student Loan Marketing  Association
("SLMA")  guaranteed  loans whose interest rates adjust in much the same fashion
as described  above with respect to ARMS.  The  underlying  loans are originally
made by private  lenders and are  guaranteed by the SLMA.  It is the  guaranteed
loans that  constitute the  underlying  financial  assets in these  asset-backed
securities.  There  may be  other  types  of  asset-backed  securities  that are
developed in the future in which the Fund may invest.



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