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                                                                    Exhibit 10.3
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                              SECOND AMENDMENT TO
                             EMPLOYMENT AGREEMENT

     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment") is
made, dated and effective as of the 1st day of September, 1998 by and between
IndyMac Mortgage Holdings, Inc., a Delaware corporation (formerly CWM Mortgage
Holdings, Inc. and INMC Mortgage Holdings, Inc., and successor to Countrywide
Asset Management Corporation, as Employer) (referred to herein as "Employer"
and/or "Holdings") and Michael W. Perry ("Officer").  Capitalized terms not
otherwise defined herein shall have the respective meanings given such terms in
the Employment Agreement (as defined below).

                                  WITNESSETH

     WHEREAS, Employer and Officer have entered into that certain Employment
Agreement dated as of November 14, 1996 (the "Employment Agreement"), pursuant
to which Officer has agreed to serve, among other positions, as President of
Holdings;

     WHEREAS, the Employment Agreement was previously amended to provide for the
approval of the Employment Agreement by the shareholders of Holdings at the 1997
annual meeting of Holdings;

     WHEREAS, Employer has proposed and Officer has agreed to further amend the
Employment Agreement to provide for the grant of restricted stock, in addition
to stock options, and to clarify certain provisions of the Employment Agreement;
and

     WHEREAS, Employer and Officer wish to amend the Employment Agreement on the
terms and subject to the conditions set forth herein below.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.  Section 4(c) of the Employment Agreement is hereby amended to read in
its entirety as follows:

     "Stock Options and Restricted Stock.  As soon as practicable after the date
     first written above, Employer shall grant to Officer a stock option in
     respect of 200,000 shares of the Employer's common stock, such option to
     become exercisable as to 66,667 shares, 66,666 shares and 66,667 shares on
     each of the first three (3) anniversaries of the date of grant.  Beginning
     with the 1997 Fiscal Year and in respect of each of the following Fiscal
     Years during the term of this Agreement, Employer may also grant to Officer
     stock options and/or restricted stock for such number of shares of
     Employer's common stock as the Compensation Committee in its sole
     discretion determines, taking into account 
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     Officer's and Employer's performance and the competitive practices then
     prevailing regarding the granting of stock options and restricted stock.
     Subject to the foregoing, it is anticipated that the number of shares in
     respect of each annual stock option grant shall be between 100,000 and
     150,000, with the annual grant normally targeted at 125,000 shares for
     "good performance," as determined by the Compensation Committee; provided
     that the Compensation Committee may increase the number of shares in
     respect of any annual stock option or restricted stock grant according to
     the recommendation of the Chief Executive Officer of Employer and/or any
     qualified outside consultant retained by Employer for the purpose of
     evaluating executive compensation. The stock options and/or restricted
     stock described in this Section 4(c) in respect of a Fiscal Year shall be
     granted at the same time as Employer grants stock options and/or restricted
     stock to its other senior executives in respect of such Fiscal Year.
 
     All stock options granted in accordance with this Section 4(c): (i) shall
     be granted pursuant to Employer's current stock option plan, or such other
     stock option plan or plans as may be or come into effect during the term of
     this Agreement, (ii) shall have a per share exercise price equal to the
     fair market value (as defined in the current Plan or such other plan or
     plans) of the common stock at the time of grant, (iii) shall become
     exercisable in three equal installments on each of the first three
     anniversaries of the date of grant, (iv) shall become immediately and fully
     exercisable in the event of a Change in Control (as defined in Appendix B)
     or in the event that Officer's employment is terminated due to death or
     Disability or by Employer other than for Cause (as defined in Section
     5(c)), and (v) shall be subject to such other reasonable and consistent
     terms and conditions as may be determined by the Compensation Committee and
     set forth in the agreement evidencing the award. All restricted stock
     granted in accordance with this Section 4(c): (i) shall be granted pursuant
     to Employer's current stock option plan, or such other stock option plan or
     plans as may be in effect or come into effect during the term of this
     Agreement, (ii) shall be priced and vest in accordance with the terms set
     by the Compensation Committee, (iii) shall become immediately and fully
     vested in the event of a Change in Control (as defined in Appendix B) or in
     the event that Officer's employment is terminated due to death or
     Disability or by Employer other than for Cause (as defined in Section
     5(c)), and (iv) shall be subject to such other reasonable and consistent
     terms and conditions as may be determined by the Compensation Committee and
     set forth in the Agreement or other document evidencing the award."

     2.  The last sentence of Section 5(b) is hereby amended to read in its
entirety as follows:

     "This Agreement in all other respects will terminate upon the death of
     Officer; provided, however, that (i) the termination of the Agreement shall
     not affect Officer's entitlement to all other benefits in which he has
     become vested or which 

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     are otherwise payable in respect of periods ending prior to its
     termination, and (ii) to the extent not otherwise vested, all outstanding
     stock options and restricted stock granted to Officer pursuant to Section
     4(c) will vest upon his death."

     3.  Section 5(d)(i) of the Employment Agreement is hereby amended to read
in its entirety as follows:

     "Except as provided in Section 5(d)(ii) below, if during the term of this
     Agreement, Officer's employment shall be terminated by Employer other than
     for Cause, or by Officer because Employer has committed a "Material Breach"
     of this Agreement, then Employer shall:

      (1) pay Officer in a single payment as soon as practicable after the
          Termination Date, but in no event later than thirty (30) days
          thereafter, (A) an amount in cash equal to one year of Officer's base
          salary at the Annual Rate at the Termination Date and (B) an amount
          equal to the incentive compensation paid or payable to Officer
          pursuant to Section 4(b) in respect of the Fiscal Year immediately
          preceding the Fiscal Year in which Officer's Termination Date occurs;
          provided, however, that in the event the first anniversary of the
          Termination Date occurs on a date prior to the end of a Fiscal Year,
          Employer shall also pay Officer an amount equal to the product of (x)
          the incentive compensation paid or payable to Officer pursuant to
          Section 4(b) in respect of the Fiscal Year immediately preceding the
          Fiscal Year in which Officer's Termination Date occurs and (y) a
          fraction, the numerator of which is (i) the number of days elapsed
          since the end of the immediately preceding Fiscal Year through
          Officer's Termination Date and (ii) the denominator of which is 365,
          and

      (2) until the first anniversary of such Termination Date, provide the
          benefits specified in the last sentence of Section 4(d) hereof.

     Employer shall also pay in a single payment as soon as practicable after
     the Termination Date, but in no event later than thirty (30) days
     thereafter, any unpaid incentive compensation payable to Officer pursuant
     to Section 4(b) in respect of the Fiscal Year immediately preceding the
     Fiscal Year in which Officer's Termination Date occurs, as calculated
     pursuant to the terms and conditions of this Agreement, including, but not
     limited to, the terms of Appendix A.  For the purpose of this provision,
     the term "Material Breach" shall mean a material breach of this Agreement
     by Employer which is committed in bad faith and which is not remedied
     within a reasonable period of time after receipt of written notice from
     Officer specifying such breach.

     4.  Section 8(k)(i)(A) of the Employment Agreement is hereby amended to
read in its entirety as follows:

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     "engage in any business, whether as an employee, consultant, partner,
     principal, agent, representative or stockholder (other than as a
     stockholder of less than a one percent (1%) equity interest) or in any
     other corporate or representative capacity with any other business whether
     in corporate, proprietorship, or partnership form or otherwise, where such
     business is engaged in any activity which competes with the business of
     Employer (or its subsidiaries or affiliates, including Countrywide Credit
     Industries, Inc. and its subsidiaries) as conducted on the date Officer's
     employment terminated or which will compete with any proposed business
     activity of Employer (or its subsidiaries or affiliates, including
     Countrywide Credit Industries, Inc. and its subsidiaries) in the planning
     stage on such date;"

     5.  No Other Amendment.  Except as expressly amended herein, the Employment
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Agreement shall remain in full force and effect as currently written.

     6.  Counterparts.  This Amendment may be executed in any number of
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counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed as of the day and year first above written.

                                        INDYMAC MORTGAGE HOLDINGS, INC.


                                        By \s\ Angelo R. Mozilo
                                           ---------------------------
                                        Name:  Angelo R. Mozilo
                                        Title: Chief Executive Officer


                                        By: \s\ Michael W. Perry
                                           ---------------------------
                                        Name:  Michael W. Perry
                                        Title: President
 

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