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                                                                    EXHIBIT 10.1

                              SECOND AMENDMENT TO
                1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT



     THIS SECOND AMENDMENT TO 1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT
(the "Amendment") is made, dated and effective as of the 28th day of April, 1997
by and between CWM Mortgage Holdings, Inc., a Delaware corporation which has
elected to qualify as a real estate investment trust, formerly known as
Countrywide Mortgage Investments, Inc. (the "Company"), and Countrywide Asset
Management Corporation, a Delaware corporation (the "Manager").  Capitalized
terms not otherwise defined herein shall have the respective meanings given such
term in the Agreement (as defined below).

                                  WITNESSETH

     WHEREAS, the Company and the Manager have entered into that certain 1996
Amended and Extended Management Agreement dated as of June 1, 1996 (the
"Agreement"), pursuant to which the Company has retained the Manager to manage
the operations and investments of the Company and its Subsidiaries and to
perform certain administrative services for the Company and its Subsidiaries;

     WHEREAS, the Company, the Manager and Countrywide Credit Industries, Inc.
have entered into an Agreement and Plan of Merger which provides for the
acquisition of the Manager by the Company on the terms and subject to the
conditions set forth therein;

     WHEREAS, in view of the foregoing, it is in the best interest of the
Company to request an extension of the Agreement to a date which is the earlier
of (x) the last business day of the month in which the shareholders of the
Company approve the proposed merger between the Company and the Manager and (y)
May 31, 1998; and

     WHEREAS, the Company and the Manager wish to extend the 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.  The parties hereto have agreed to extend the term of the Agreement as
set forth below.  In order to effectuate this agreement, the first paragraph of
Section 14 of the Agreement is hereby amended to read as follows:

       "Section 14.  Term; Termination.  This Agreement shall continue in force
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     through the earlier of (x) the last business day of the month in which the
     shareholders of the Company approve the proposed merger between the Company
     and the Manager and (y) May 31, 1998, and thereafter it may be extended
     only with the consent of the Manager and by the affirmative vote of a
     majority of the Unaffiliated Directors."
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     2.  Representations and Warranties.  Each party hereto hereby represents
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and warrants to the other party as follows:

         (a) Such party has the corporate power and authority and the legal
right to execute, deliver and perform this Amendment and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Amendment.

         (b) This Amendment has been duly executed and delivered on behalf of
such party and constitutes the legal, valid and binding obligations of such
party, enforceable against such party in accordance with its terms.

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

     4.  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 Amendment to be
executed by their respective officers duly authorized as of the day and year
first above written.

                         CWM MORTGAGE HOLDINGS, INC.


                         By: /s/ Michael W. Perry
                            ---------------------
                            Michael W. Perry
                            President and Chief Operating Officer



                         COUNTRYWIDE ASSET MANAGEMENT 
                         CORPORATION


                         By: /s/ Angelo R. Mozilo
                            ---------------------
                            Angelo R. Mozilo
                            Chief Executive Officer

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