Exhibit 4.40


[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 Depositary 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 of 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 B


(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 8.05% Subordinated Capital Income
Securities, Series B (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 Declarations, (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., 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 certification, 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 is
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: