Exhibit 4.39


[Form of Security]


This Capital Security is a Global Security within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (the “Depositary”), or a
nominee of the Depositary.  This Capital
Security is exchangeable for Capital Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Capital Security
(other than a transfer of this Capital Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depository to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.


Unless this Capital Security Certificate is presented by an authorized
representative of the Depositary to Countrywide Capital III or its agent for
registration of transfer, exchange or payment, and any Capital Security
Certificate issued is registered in the name of Cede & Co. or such other
name as registered by an authorized representative of the Depositary (and any
payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative to the Depositary), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest herein.


	
  CERTIFICATE NO. 1

  	
   

  	
  NUMBER OF CAPITAL

  
	
  SECURITIES:

  	
   

  	
   

  
	
  CUSIP NO.                  
  

  	
   

  	
  $               LIQUIDATION
  AMOUNT

  



CERTIFICATE
EVIDENCING CAPITAL SECURITIES


OF


COUNTRYWIDE CAPITAL III


8.05% SUBORDINATED CAPITAL INCOME SECURITIES, SERIES A


(LIQUIDATION AMOUNT $1,000 PER SECURITY)


Countrywide Capital III, a statutory business trust formed under the
laws of the State of Delaware (the “Trust”), hereby certifies that Cede &
Co. (the “Holder”) is the registered owner of
             securities
of the Trust representing undivided beneficial ownership interests in the
assets of the Trust designated the 8.05% Subordinated Capital Income
Securities, Series A (liquidation amount $1,000 per Security) (the “Capital
Securities”).  The Capital Securities are
transferable on the register of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in the Declaration (as defined below).  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the
Trust, dated as of June 4, 1997 (as the same may be amended from time to time
(the “Declaration”), among Countrywide Credit Industries, Inc., a Delaware
corporation, as Sponsor (the “Sponsor”) Eric P. Sieracki, Sandor E. Samuels and
Thomas Keith McLaughlin, as Regular Trustees, The Bank of New York, a New York
banking corporation, as Property Trustee, and The Bank of New York (Delaware),
a Delaware corporation, as Delaware Trustee, the terms of which are
incorporated by reference herein. 
Capitalized terms used herein but not defined shall have the meaning
given to them in the Declaration.  The
Holder is entitled to the benefits of the Trust Guarantee to the extent
described therein.  The Sponsor will
provide a copy of the Declaration, the Trust











Guarantee
and the Indenture to a Holder without charge upon written request to the
Sponsor at its principal place of business.


Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.


By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Capital Securities
as evidence of undivided indirect beneficial ownership interests in the
Debentures and the Debt Guarantee.


Capital Securities may not be acquired by any Person who is, or who in
acquiring such Capital Securities is using the assets of, an ERISA Plan unless
Capital Securities are acquired pursuant to and in accordance with an
applicable exemption, including but not limited to:  (i) Prohibited Transaction Class Exemption
90-1 (“PTE 90-1”),  regarding investments
by insurance company pooled separate accounts, (ii) Prohibited Transaction
Class Exemption 91-38 (“PTE 91-38”), regarding investments by bank collective
investment funds, (iii) Prohibited Transaction Class Exemption 84-14 (“PTE
84-14”), regarding transactions effected by qualified professional asset
managers, (iv) Prohibited Transaction Class Exemption 96-23 (“PTE 96-23”)
regarding transactions effected by in-house asset managers, or (v) Prohibited
Transaction Class Exemption 95-60 (“PTE 95-60”), regarding investments by
insurance company general accounts.  The
acceptance of this Certificate by any Person who is, or who in acquiring this
Certificate is using the assets of, an ERISA Plan shall deemed to constitute a
representation by such Person to the Trust that (i) such Person is eligible for
exemptive relief available pursuant to an applicable exemption, including but
not limited to, PTE 90-1, PTE 91-38, PTE 84-14, PTE 96-23 or PTE 95-60 with
respect to the acquisition and holding of the Capital Securities represented by
this Certificate, and (ii) none of Countrywide Home Loans Inc., Countrywide
Credit Industries, Inc., Countrywide Financial Services, Inc. or Countrywide
Securities Corporation is a “fiduciary”, within the meaning of Section 3(21) of
ERISA and the regulations thereunder, with respect to such Person’s interest in
the Capital Securities or the Debentures.


IN WITNESS WHEREOF, the Trust has executed this certificate this day of
                             


	
  

  	
  COUNTRYWIDE CAPITAL III

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: Regular Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  This
  is one of the Capital Securities referred to in the within-mentioned
  Declaration.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  



 











In connection with any transfer of this Capital Security occurring
prior to the date which is the earlier of (i) the date of the declaration by
the Commission of the effectiveness of a registration statement under the
Securities Act covering resales of this Capital Security (which effectiveness
shall not have been suspended or terminated at the date of the transfer) and
(ii) two years after the later of the date of original issue and the last date
on which the Sponsor or any affiliate of the Sponsor was the owner of such
Capital Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”), the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer:


[CHECK ONE]


	
  (1)

  	
  o

  	
  to Countrywide Home
  Loans, Inc. or a subsidiary thereof; or

  
	
  (2)

  	
  o

  	
  pursuant to and in
  compliance with Rule 144A under the Securities Act of 1933, as amended; or

  
	
  (3)

  	
  o

  	
  outside the United
  States to a “foreign person” in compliance with the Rule 904 of Regulation S
  under the securities Act of 1933, as amended; or

  
	
  (4)

  	
  o

  	
  pursuant to the
  exemption from registration provided by Rule 144 under the Securities Act of
  1933, as amended; or

  
	
  (5)

  	
  o

  	
  pursuant to an
  effective registration statement under the Securities Act of 1933, as
  amended; or

  
	
  (6)

  	
  o

  	
  pursuant to another
  available exemption from the registration requirements of the Securities Act
  of 1933, as amended.

  



 


Unless one of the boxes is checked, the Trustees will refuse to
register any of the Securities evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided, however, that if box
(3), (4) or (6) is checked, the Sponsor or the Trustees may require, prior to
registering any such transfer of the Capital Securities, in its sole
discretion, such written legal opinions, certifications (including an
investment letter in the case of box (3)) and other information as the Trustees
or the Sponsor has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.


If none of the foregoing boxes is checked, the Trustees or Registrar
shall not be obligated to register this Capital Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.8 of the Indenture
shall have been satisfied.


	
  Dated:

  	
   

  	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as name appears on the

  	
   

  
	
   

  	
   

  	
  other side of this Capital Security)

  	
   

  



 


Signature Guarantee:


Note:      Signature must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security Registrar in addition
to, 











or
in substitution for, STAMP, all in accordance with the Securities Exchange Act
of 1934, as amended.


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


The undersigned represents and warrants that it is
purchasing this Capital Security for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Sponsor as the undersigned has requested pursuant to the Rule
144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


Dated:


 


	
  

  	
   

  	
  NOTICE:  To be
  executed by an

  	
   

  	
   

  
	
   

  	
   

  	
  executive officer

  	
   

  	
   

  



TO
BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED


The undersigned represents and warrants that it is
purchasing this Capital Security outside the United States as a “foreign person”
in compliance with Rule 904 of Regulation S under the Securities Act and is
aware that the sale to it is being made in reliance on Regulation S.


Dated:


 


	
  

  	
   

  	
  NOTICE:  To be
  executed by an

  	
   

  	
   

  
	
   

  	
   

  	
  executive officer