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                                                                    EXHIBIT 10.1

                              FIRST AMENDMENT TO
                 1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT



          THIS FIRST AMENDMENT TO 1996 AMENDED AND EXTENDED MANAGEMENT AGREEMENT
("the Amendment") is made, dated and effective as of the 25th day of July, 1996
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;
and

          WHEREAS, the Company and the Manager wish to amend 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.  New Defined Term.  The parties hereto have agreed to insert a new
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defined term in Section 1 of the Agreement.  In order to effectuate this
agreement, the following new defined term is hereby inserted in Section 1 of the
Agreement, in its correct alphabetical order:

       "(m-1)    "Key Employee" shall mean each of the employees of the Manager
listed on Exhibit C hereto, as such list may be amended from time to time,
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whether or not such persons are employed by the Manager."

     2.  Deployment of Key Employees.  The parties hereto have agreed that the
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Manager shall deploy the Key Employees (except for David S. Loeb and Angelo R.
Mozilo) to work exclusively on the business affairs and day-to-day operations of
the Company and its Subsidiaries.  In order to effectuate this agreement, a new
Section 8(c) is hereby inserted the Agreement as follows:

       "(c)    The Manager hereby agrees to ensure that each of the Key
     Employees, if and to the extent that he or she is employed by the Manager
     or one or more of its Affiliates, shall devote his or her employment-
     related services exclusively to the business affairs and day-to-day
     operations of the Company and/or its Subsidiaries, which duties shall
     include but not be limited to all of the activities and services 
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     described in Section 2 and Section 3 of this Agreement; provided that the
     Company acknowledges and agrees that David S. Loeb and Angelo R. Mozilo are
     officers and directors of Countrywide Credit Industries, Inc., and that
     their respective employment-related services shall not be devoted
     exclusively to the business affairs and day-to-day operations of the
     Company and/or its Subsidiaries."

     3.  Hiring Prohibition.  The parties hereto have agreed that the Company
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shall not be permitted to hire for its own account any of the Key Employees of
the Manager for the applicable periods specified herein.  In order to effectuate
this Agreement, the following amendments are hereby made to Section 15 of the
Agreement:

        (a)    The title of Section 15 is hereby changed from "Assignment;
                                                               -----------
     Subcontract" to  "Assignment; Subcontract; Hiring Prohibition."
     -----------       -------------------------------------------  
 
        (b)    A new subparagraph (c) is hereby inserted in Section 15 as
     follows:

               "(c)  The Company hereby covenants and agrees that, during the
           period in which this Agreement is in effect, the Company shall not
           hire, employ or retain in any capacity, other than through the
           Manager pursuant to this Agreement or with the Manager's prior
           approval, any Key Employee. In the event that the Company elects to
           terminate or not to renew this Agreement pursuant to its terms, the
           Company hereby further covenants and agrees that it shall not hire,
           employ or retain in any capacity, except with prior written consent
           of the Manager, any Key Employee, which restriction shall remain in
           effect, in the case of any Key Employee at the level of Executive
           Vice President or above, for a period of not less than two calendar
           years from the effective date of such termination or non-renewal, and
           in the case of any other Key Employee, for a period of not less than
           one year from the effective date of such termination or non-renewal.
           In the event that the Manager elects to terminate or not to renew
           this Agreement pursuant to its terms, the Manager hereby acknowledges
           and agrees that the Company shall not be subject to any hiring
           restrictions with respect to the Key Employees under the terms of the
           preceding sentence. The parties hereby agree that the obligations and
           agreements provided herein shall expressly survive any termination of
           this Agreement."

     4.  Competitor Entity.  The parties hereto have agreed that, in the event
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the Agreement is terminated or not renewed by the Manager according to its
terms, the Manager shall not be permitted to create, sponsor or manage any other
real estate investment trust (or elect to have any existing Affiliate of the
Manager treated as a real estate investment trust for tax purposes) for a period
of not less than two years.  In order to effectuate this Agreement, a new
subparagraph (d) is hereby inserted in Section 17 of the Agreement as follows:

       "(d)    In the case of a termination or non-renewal by the Manager (but
     not in the case of a termination or non-renewal by the Company), be
     prohibited, either directly or indirectly through any Affiliate of the
     Manager or its parent corporation, Countrywide Credit Industries, Inc.,
     from creating, sponsoring or managing another real estate investment trust,
     or from causing any such Affiliate 
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     to elect to be taxed as a real estate investment trust under applicable tax
     laws and regulations, in each case for a period of not less than the period
     applicable to the hiring prohibition binding upon the Company under Section
     15(c) of this Agreement."

     5.  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.

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

     7.  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
                            Executive Vice President



                         COUNTRYWIDE ASSET MANAGEMENT CORPORATION


                         By:  /s/ David S. Loeb
                            -------------------
                            David S. Loeb
                            Chief Executive Officer
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                                    EXHIBIT C



List of Key Employees of Manager
--------------------------------

1.   Executive Vice President and above

       David S. Loeb
       Angelo R. Mozilo
       Michael W. Perry

2.   Senior Vice President

       Kathleen Rezzo
       Blair Abernathy
       Kellie Johnson
       Richard Wohl
       Carmella Grahn
       Gary Clark
       Greg Bowcott
       Gulshan Garg
       Maxine Matteo
       Chief Financial Officer, when position is filled

3.   Other Officers and Employees
 
       Michelle Minier
       Rick Faulk
       James Banks
       Marianne Churney
       Stephanie Irey