_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): November 14, 1996
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of October 31, 1996,
providing for the issuance of the CWABS, INC.,
Countrywide Home Equity Loan Trust 1996-A, Revolving Home
Equity Loan Asset Backed Certificates, Series 1996-A).
CWABS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 333-11095 95-4596514
____________________________ ____________ _________________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
________________________ __________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 584-2212
_____ ________
_________________________________________________________________
Item 5. Other Events.
____ ____________
Filing of Certain Materials
___________________________
Pursuant to Rule 424(b)(2) under the Securities Act of 1933,
concurrently with, or subsequent to, the filing of this Current Report on
Form 8-K (the "Form 8-K"), CWABS, Inc. (the "Company") is filing a prospectus
and prospectus supplement with the Securities and Exchange Commission (the
"Commission") relating to its Revolving Home Equity Loan Asset Backed
Certificates, Series 1996-A.
In connection with the offering of the Revolving Home Equity
Loan Asset Backed Certificates, Series 1996-A, Lehman Brothers Inc. and
Countrywide Securities Corporation ("the Underwriters"), as the underwriters
of the Investor Certificates, have each prepared certain materials for
distribution to its respective potential investors, which materials consist
of one or more of the following: "Computational Materials", "Collateral term
sheets" and "Structural term sheets" (in each case as defined below and,
collectively, the "Filed Materials"). Although the Company provided the
Underwriters with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, it did not participate in the
preparation of the Filed Materials.
For purposes of this Form 8-K, (i) "Computational Materials"
shall mean computer generated tables and/or charts displaying, with respect
to the Investor Certificates, any of the following: yield; average life;
duration; expected maturity; interest rate sensitivity; loss sensitivity;
cash flow characteristics; background information regarding the Mortgage
Loans; the proposed structure; decrement tables; or similar information
(tabular or otherwise) of a statistical, mathematical, tabular or
computational nature, (ii) "Collateral term sheets" shall have the meaning
ascribed thereto in the letter dated February 13, 1995 filed on behalf of the
Public Securities Association (the "No-Action Letter", which No-Action
Letter, and the Commission's response thereto, were publically available on
February 17, 1995) and (iii) "Structural term sheets" shall have the meaning
ascribed thereto in the No-Action Letter. The Filed Materials of the
Underwriters are filed as Exhibit 99.1.
___________________
* Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the prospectus dated November 13, 1996
and prospectus supplement dated November 14, 1996, of CWABS, Inc., relating
to its Revolving Home Equity Loan Asset Backed Certificates, Series 1996-A.
Incorporation of Certain Documents by Reference
_______________________________________________
Pursuant to Rule 411 of Regulation C under the Securities Act
of 1933 and in reliance on Financial Security Assurance Inc., SEC No-Action
Letter (July 16, 1993), the Company will incorporate by reference the
financial statements of Financial Security Assurance Inc., into the Company's
registration statement (File No. 333-11095). The financial statements will
be referred to in the prospectus supplement relating to the Company's
Revolving Home Equity Loan Asset Backed Certificates, Series 1996-A. In
connection with the incorporation of such documents by reference, the Company
is hereby filing the consent of Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") to the use of their name in such prospectus supplement. The
consent of Coopers & Lybrand is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial
____ _________________________________________
Information and Exhibits.
________________________
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Filed Materials.
99.2 Consent of Coopers & Lybrand.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CWABS, INC.
By: /s/ David Walker
_________________________________
David Walker
Vice President
Dated: November 15, 1996
Exhibit Index
_____________
Exhibit Page
_______ ____
99.1 Filed Materials 6
99.2 Consent of Coopers & Lybrand 7
Exhibit 99.1
____________
DERIVED INFORMATION
-------------------
$246,033,118 Certificates
COUNTRYWIDE HOME EQUITY LOAN TRUST 1996-A
Revolving Home Equity Loan Asset-Backed Certificates
CWABS, Inc. (Depositor)
Countrywide Home Loans, Inc. (Seller & Master Servicer)
This information does not constitute either an offer to sell or a
solicitation of an offer to buy any of the securities referred to herein.
Offers to sell and solicitations of offers to buy the securities are made
only by, and this information must be read in conjunction with the final
Prospectus Supplement and the related Prospectus or, if not registered under
the securities laws, the final Offering Memorandum (the "Offering Document").
Information contained herein does not purport to complete and is subject to
the same qualifications and assumptions, and should be considered by
investors only in the light of the same warnings, lack of assurances and
representations and other precautionary matters, as disclosed in the Offering
Document. Information regarding the underlying assets has been provided by
the issuer of the securities or an affiliate thereof and has not been
independently verified by Lehman Brothers Inc. or any affiliate. The
analyses contained herein have been prepared on the basis of certain
assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any
of the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained
in the Offering Document).
SECURITIES OFFERED/(1)/
- -----------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ESTIMATED EST. PRINCIPAL EXPECTED STATED EXPECTED
EXPECTED WAL/MDUR PMT. WINDOW FINAL FINAL RATINGS
SECURITIES SIZE BENCHMARK (YRS) (MOS) MATURITY MATURITY (MOODY'S/S&P)
To 10% Call $246,033,118 1 Mo LIBOR 4.23/3.54 90 months 5/15/04 1/2028 Aaa/AAA
To Maturity $246,033,118 1 Mo LIBOR 4.25/3.56 97 months 12/15/04 1/2028 Aaa/AAA
</TABLE>
(1) The base case pricing assumptions used are 32% CPR and 22% CDR.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
SENSITIVITY ANALYSIS
- --------------------
<TABLE>
WEIGHTED AVERAGE LIFE/(1)/ AND PRINCIPAL PAYMENT WINDOW/(2)/
SENSITIVITY OF THE CERTIFICATES TO PAYMENTS AND DRAWS
(ASSUMES 10% CLEAN UP CALL)
-------------------------
CONDITIONAL PREPAYMENT RATE (% CPR)
<CAPTION>
10% 20% 26% 32%
CONSTANT DRAW WAL Window WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0% 8.35 264 3.96 125 2.94 93 2.30 73
10% 9.53 164 5.08 118 3.78 99 2.90 83
18% 7.97 129 6.63 112 4.88 100 3.70 89
22% 7.97 129 6.82 103 5.63 99 4.23 90
26% 7.97 129 6.40 94 6.57 98 4.89 91
30% 7.97 129 6.39 94 6.14 88 5.72 90
(TABLE CONTINUED)
<CAPTION>
38% 45% 50%
CONSTANT DRAW WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C>
0% 1.86 59 1.50 48 1.29 41
10% 2.27 69 1.74 54 1.46 46
18% 2.85 78 2.14 65 1.74 54
22% 3.23 81 2.40 70 1.94 60
26% 3.70 83 2.71 73 2.18 65
30% 4.28 84 3.09 76 2.47 69
</TABLE>
___________________
(1) The weighted average life of each of the Certificates is determined by
(i) multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Distribution Date, (ii)
adding the results, and (iii) dividing the sum by the Original
Certificate Principal Balance.
(2) The window of the Certificates is number of months during which
principal is repaid.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
<TABLE>
WEIGHTED AVERAGE LIFE/(1)/ AND PRINCIPAL PAYMENT WINDOW/(2)/
SENSITIVITY OF THE CERTIFICATES TO PAYMENTS AND DRAWS
(ASSUMES NO CLEAN UP CALL)
-------------------------
CONDITIONAL PREPAYMENT RATE (% CPR)
<CAPTION>
10% 20% 26% 32%
CONSTANT DRAW WAL Window WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0% 8.51 287 4.31 284 3.20 211 2.50 165
10% 9.56 173 5.14 134 3.85 120 2.98 108
18% 7.99 135 6.64 117 4.91 107 3.74 100
22% 7.99 135 6.82 106 5.65 103 4.25 97
26% 7.99 135 6.40 96 6.58 100 4.90 95
30% 7.99 135 6.39 96 6.14 89 5.73 93
(TABLE CONTINUED)
<CAPTION>
38% 45% 50%
CONSTANT DRAW RATE (% CDR) WAL Window WAL Window WAL Window
(yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C>
0% 2.02 133 1.62 106 1.40 92
10% 2.36 96 1.83 83 1.54 73
18% 2.91 94 2.21 85 1.83 78
22% 3.27 92 2.45 85 2.01 80
26% 3.72 90 2.75 85 2.24 81
30% 4.29 88 3.12 84 2.51 81
</TABLE>
___________________
(1) The weighted average life of each of the Certificates is determined by
(i) multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Distribution Date, (ii)
adding the results, and (iii) dividing the sum by the Original
Certificate Principal Balance.
(2) The window of the Certificates is number of months during which
principal is repaid.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
COLLATERAL SUMMARY
- ------------------
<TABLE>
<CAPTION>
<S> <C> <C>
TOTAL NUMBER OF LOANS 9,064
AGGREGATE LOAN PRINCIPAL BALANCE $216,574,732.71
AVERAGE LOAN PRINCIPAL BALANCE $23,894
AVERAGE CREDIT LIMIT $34,552
AVERAGE CREDIT UTILIZATION RATE 69.15%
WEIGHTED AVERAGE COUPON (1) 9.85%
WEIGHTED AVERAGE MARGIN 2.20%
WEIGHTED AVERAGE REMAINING TERM (MOS) 287
WEIGHTED AVERAGE SEASONING (MOS) 3
WEIGHTED AVERAGE LIFE CAP 17.87%
WEIGHTED AVERAGE CLTV 78.76%
WEIGHTED AVERAGE SECOND MTG. RATIO 25.36%
(FOR LOANS IN SECOND LIEN POSITION ONLY)
LIEN POSITION (FIRST/SECOND) 4.99% / 95.01%
PROPERTY TYPE
SINGLE FAMILY 88.62%
TWO TO FOUR FAMILY 1.01%
CONDO 1.96%
PUD 8.41%
OCCUPANCY STATUS
SECOND HOME 0.90%
INVESTMENT 2.57%
OWNER OCCUPIED 96.53%
GEOGRAPHIC DISTRIBUTION: California/(2)/: 30.54%
OTHER STATE ACCOUNT INDIVIDUALLY FOR LESS THAN 4% OF THE Washington: 7.20%
INITIAL POOL BALANCE
Colorado: 4.75%
Utah: 4.54%
Florida: 4.28%
DAYS DELINQUENT (AS OF 10/31/96) 0 to 29: 99.82%
30 to 59: 0.18%
</TABLE>
(1) 24.65% OF THE LOANS ARE SUBJECT TO A 3-MONTH INTRODUCTORY RATE OF 6.99%
PER ANNUM.
(2) CONSISTS OF 36.3% OF NORTHERN CA LOANS, AND 63.7% SOUTHERN CA LOANS BY
PRINCIPAL BALANCE.
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
COLLATERAL CONTAINED IN THE PROSPECTUS SUPPLEMENT.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
DERIVED INFORMATION
-------------------
$246,033,118 Certificates
COUNTRYWIDE HOME EQUITY LOAN TRUST 1996-A
Revolving Home Equity Loan Asset-Backed Certificates
CWABS, Inc. (Depositor)
Countrywide Home Loans, Inc. (Seller & Master Servicer)
THIS INFORMATION IS FURNISHED TO YOU SOLELY BY COUNTRYWIDE SECURITIES
CORPORATION AND NOT BY CWABS, INC. OR COUNTRYWIDE HOME LOANS, INC. THE
COMPUTATIONAL MATERIALS CONTAINED HEREIN ARE ILLUSTRATIVE ONLY AND SHOULD NOT
BE RELIED UPON AS INDICATIVE OF THE PERFORMANCE OF THE SECURITIES. ANY
DECISION BY AN INVESTOR TO PURCHASE SECURITIES SHOULD BE BASED UPON THE FINAL
PROSPECTUS ONLY. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO DELIVERY OF A FINAL
PROSPECTUS. THE YIELD TO INVESTORS WILL BE SENSITIVE IN VARYING DEGREES TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS UNDERLYING THE
SECURITIES, THE ACTUAL CHARACTERISTICS OF SUCH MORTGAGE LOANS AND THE
PURCHASE PRICE PAID. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR
UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS ACCEPTED BY
COUNTRYWIDE SECURITIES CORPORATION AS TO THE ACCURACY OR COMPLETENESS OF THE
INFORMATION CONTAINED HEREIN OR ANY FURTHER INFORMATION SUPPLIED IN
CONNECTION WITH THE SECURITIES. THE INFORMATION CONTAINED HEREIN IS NOT
INTENDED TO PROVIDE A BASIS OF ANY CREDIT OR OTHER EVALUATION AND SHOULD NOT
BE CONSIDERED AS A RECOMMENDATION BY COUNTRYWIDE SECURITIES CORPORATION THAT
ANY RECIPIENT OF THIS INFORMATION OR ANY OTHER INFORMATION SHOULD PURCHASE
THE SECURITIES. THE RECIPIENT HEREOF SHOULD MAKE ITS OWN INDEPENDENT
INVESTIGATION AND APPRAISAL OF THE SECURITIES. COUNTRYWIDE SECURITIES
CORPORATION IS ACTING AS AN UNDERWRITER OF SUCH SECURITIES. COUNTRYWIDE
SECURITIES CORPORATION IS AN AFFILIATE OF CWABS, INC., AND COUNTRYWIDE HOME
LOANS, INC.
SECURITIES OFFERED/(1)/
- -----------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
ESTIMATED EST. PRINCIPAL EXPECTED STATED EXPECTED
EXPECTED WAL/MDUR PMT. WINDOW FINAL FINAL RATINGS
SECURITIES SIZE BENCHMARK (YRS) (MOS) MATURITY MATURITY (MOODY'S/S&P)
To 10% Call $246,033,118 1 Mo LIBOR 4.23/3.54 90 months 5/15/04 1/2028 Aaa/AAA
To Maturity $246,033,118 1 Mo LIBOR 4.25/3.56 97 months 12/15/04 1/2028 Aaa/AAA
</TABLE>
(1) The base case pricing assumptions used are 32% CPR and 22% CDR.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
SENSITIVITY ANALYSIS
- --------------------
<TABLE>
WEIGHTED AVERAGE LIFE/(1)/ AND PRINCIPAL PAYMENT WINDOW/(2)/
SENSITIVITY OF THE CERTIFICATES TO PAYMENTS AND DRAWS
(ASSUMES 10% CLEAN UP CALL)
-------------------------
CONDITIONAL PREPAYMENT RATE (% CPR)
<CAPTION>
10% 20% 26% 32%
CONSTANT DRAW WAL Window WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0% 8.35 264 3.96 125 2.94 93 2.30 73
10% 9.53 164 5.08 118 3.78 99 2.90 83
18% 7.97 129 6.63 112 4.88 100 3.70 89
22% 7.97 129 6.82 103 5.63 99 4.23 90
26% 7.97 129 6.40 94 6.57 98 4.89 91
30% 7.97 129 6.39 94 6.14 88 5.72 90
(TABLE CONTINUED)
<CAPTION>
38% 45% 50%
CONSTANT DRAW WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C>
0% 1.86 59 1.50 48 1.29 41
10% 2.27 69 1.74 54 1.46 46
18% 2.85 78 2.14 65 1.74 54
22% 3.23 81 2.40 70 1.94 60
26% 3.70 83 2.71 73 2.18 65
30% 4.28 84 3.09 76 2.47 69
</TABLE>
___________________
(1) The weighted average life of each of the Certificates is determined by
(i) multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Distribution Date, (ii)
adding the results, and (iii) dividing the sum by the Original
Certificate Principal Balance.
(2) The window of the Certificates is number of months during which
principal is repaid.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
<TABLE>
WEIGHTED AVERAGE LIFE/(1)/ AND PRINCIPAL PAYMENT WINDOW/(2)/
SENSITIVITY OF THE CERTIFICATES TO PAYMENTS AND DRAWS
(ASSUMES NO CLEAN UP CALL)
-------------------------
CONDITIONAL PREPAYMENT RATE (% CPR)
<CAPTION>
10% 20% 26% 32%
CONSTANT DRAW WAL Window WAL Window WAL Window WAL Window
RATE (% CDR) (yrs) (months) (yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0% 8.51 287 4.31 284 3.20 211 2.50 165
10% 9.56 173 5.14 134 3.85 120 2.98 108
18% 7.99 135 6.64 117 4.91 107 3.74 100
22% 7.99 135 6.82 106 5.65 103 4.25 97
26% 7.99 135 6.40 96 6.58 100 4.90 95
30% 7.99 135 6.39 96 6.14 89 5.73 93
(TABLE CONTINUED)
<CAPTION>
38% 45% 50%
CONSTANT DRAW RATE (% CDR) WAL Window WAL Window WAL Window
(yrs) (months) (yrs) (months) (yrs) (months)
<S> <C> <C> <C> <C> <C> <C>
0% 2.02 133 1.62 106 1.40 92
10% 2.36 96 1.83 83 1.54 73
18% 2.91 94 2.21 85 1.83 78
22% 3.27 92 2.45 85 2.01 80
26% 3.72 90 2.75 85 2.24 81
30% 4.29 88 3.12 84 2.51 81
</TABLE>
___________________
(1) The weighted average life of each of the Certificates is determined by
(i) multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Distribution Date, (ii)
adding the results, and (iii) dividing the sum by the Original
Certificate Principal Balance.
(2) The window of the Certificates is number of months during which
principal is repaid.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
COLLATERAL SUMMARY
- ------------------
<TABLE>
<CAPTION>
<S> <C> <C>
TOTAL NUMBER OF LOANS 9,064
AGGREGATE LOAN PRINCIPAL BALANCE $216,574,732.71
AVERAGE LOAN PRINCIPAL BALANCE $23,894
AVERAGE CREDIT LIMIT $34,552
AVERAGE CREDIT UTILIZATION RATE 69.15%
WEIGHTED AVERAGE COUPON (1) 9.85%
WEIGHTED AVERAGE MARGIN 2.20%
WEIGHTED AVERAGE REMAINING TERM (MOS) 287
WEIGHTED AVERAGE SEASONING (MOS) 3
WEIGHTED AVERAGE LIFE CAP 17.87%
WEIGHTED AVERAGE CLTV 78.76%
WEIGHTED AVERAGE SECOND MTG. RATIO 25.36%
(FOR LOANS IN SECOND LIEN POSITION ONLY)
LIEN POSITION (FIRST/SECOND) 4.99% / 95.01%
PROPERTY TYPE
SINGLE FAMILY 88.62%
TWO TO FOUR FAMILY 1.01%
CONDO 1.96%
PUD 8.41%
OCCUPANCY STATUS
SECOND HOME 0.90%
INVESTMENT 2.57%
OWNER OCCUPIED 96.53%
GEOGRAPHIC DISTRIBUTION: California/(2)/: 30.54%
OTHER STATE ACCOUNT INDIVIDUALLY FOR LESS THAN 4% OF THE Washington: 7.20%
INITIAL POOL BALANCE
Colorado: 4.75%
Utah: 4.54%
Florida: 4.28%
DAYS DELINQUENT (AS OF 10/31/96) 0 to 29: 99.82%
30 to 59: 0.18%
</TABLE>
(1) 24.65% OF THE LOANS ARE SUBJECT TO A 3-MONTH INTRODUCTORY RATE OF 6.99%
PER ANNUM.
(2) CONSISTS OF 36.3% OF NORTHERN CA LOANS, AND 63.7% SOUTHERN CA LOANS BY
PRINCIPAL BALANCE.
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
COLLATERAL CONTAINED IN THE PROSPECTUS SUPPLEMENT.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
DERIVED INFORMATION
___________________
$246,033,118 Certificates
COUNTRYWIDE HOME EQUITY LOAN TRUST 1996-A
Revolving Home Equity Loan Asset-Backed Certificates
CWABS, Inc. (Depositor)
Countrywide Home Loans, Inc. (Seller & Master Servicer)
THIS INFORMATION IS FURNISHED TO YOU SOLELY BY COUNTRYWIDE SECURITIES
CORPORATION AND NOT BY CWABS, INC. OR COUNTRYWIDE HOME LOANS, INC. THE
INFORMATION CONTAINED HEREIN IS A SUMMARY ONLY AND SHOULD NOT BE RELIED UPON
AS INDICATIVE OF THE PERFORMANCE OF THE SECURITIES. ANY DECISION BY AN
INVESTOR TO PURCHASE SECURITIES SHOULD BE BASED UPON THE FINAL PROSPECTUS
ONLY. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO DELIVERY OF A FINAL PROSPECTUS. ACCORDINGLY, NO
REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO
RESPONSIBILITY IS ACCEPTED BY COUNTRYWIDE SECURITIES CORPORATION AS TO THE
ACCURACY OF COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR ANY FURTHER
INFORMATION SUPPLIED IN CONNECTION WITH THE SECURITIES. THE INFORMATION
CONTAINED HEREIN IS NOT INTENDED TO PROVIDE A BASIS OF ANY CREDIT OR OTHER
EVALUATION AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY COUNTRYWIDE
SECURITIES CORPORATION THAT ANY RECIPIENT OF THIS INFORMATION OR ANY OTHER
INFORMATION SHOULD PURCHASE THE SECURITIES. THE RECIPIENT HEREOF SHOULD MAKE
ITS OWN INDEPENDENT INVESTIGATION AND APPRAISAL OF THE SECURITIES.
COUNTRYWIDE SECURITIES CORPORATION IS ACTING AS AN UNDERWRITER OF SUCH
SECURITIES. COUNTRYWIDE SECURITIES CORPORATION IS AN AFFILIATE OF CWABS,
INC., AND COUNTRYWIDE HOME LOANS, INC.
TERMS OF THE OFFERING
- ---------------------
Managers: LEHMAN BROTHERS
Countrywide Securities Corporation
Seller & Servicer Countrywide Home Loans
Prepayment/Draw Assumptions: 32% CPR, 22% CDR
Cut-Off Date: October 31, 1996
Collateral Pool: The collateral pool consists of
$251,054,202.11 (the "Initial Pool
Balance") of Home Equity Revolving
Credit Line Loans (the "Mortgage
Loans") secured primarily by one-
to-four family residential
properties located in 44 states.
The statistical information
concerning the pool of Mortgage
Loans (the "Statistic Calculation
Pool" and each such Mortgage Loan,
a "Statistic Calculation Pool
Mortgage Loan") does not reflect
all of the Mortgage Loans which
will be included on the Closing
Date in the final pool. The
Statistic Calculation Pool
reflects the Mortgage Loans
originated by the Seller through
September 30, 1996 (the "Statistic
Calculation Date"). The following
statistical information is based
on the number and principal
balances of the Mortgage Loans as
of the Statistic Calculation Date.
The aggregate principal balance of
the Statistic Calculation Pool
Mortgage Loans is $216,574,732.71.
Countrywide expects that the
actual pool as of the Cut-Off Date
will represent approximately
$251,054,202.11. The Statistic
Calculation Pool Mortgage Loans
have an average principal balance
of $23,894 and an average credit
limit of $34,552. The Mortgage
Loans have loan rates equal to the
sum of Wall Street Journal Prime
plus a margin ranging from 0.125%
to 5.50%. The weighted average
margin is 2.20%. The weighted
average CLTV is 78.76%, the
average credit limit utilization
rate is 69.15%.
Approximately 24.65% of the
Statistical Calculation Pool
Mortgage Loans are subject to
introductory rates which extend
for a three month period from the
funding date. Following the
"teaser" period, the Mortgage
Loans will reset to a rate equal
to the Prime rate plus the
applicable margin.
Structure: One class of securities (the
"Certificates") will be formed and
offered publicly to investors.
The Certificates will be rated
Aaa/AAA by Moody's and S&P,
respectively. The other class of
securities (the "Seller Interest")
will be unrated and will be
retained by the Seller.
The principal balance of the
Certificates, will initially
represent $246,033,118 or 98% of
the Initial Pool Balance. The
Seller Interest will have an
initial principal balance of
$5,021,084 or approximately 2% of
the Initial Pool Balance.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
Credit Enhancement: (i) Monthly subordination of
Excess Interest
(approximately 4.28% per
annum of the Pool Balance);
(ii) Combination of
Overcollateralization and a
Spread Account equal to 1.60%
of the initial Pool Balance
($4,016,867). After month
30, the Reserve Account
Balance will step-down
provided that certain
performance triggers are
satisfied. The floor level
of the combined
Overcollateralization and
Spread Account will be 0.50%
of the Initial Pool Balance.
(iii) FSA will unconditionally
guarantee 100% payment
of principal on the
Certificates and timely
interest payments at the
Certificate rate. The
Surety Bond will not
cover any interest
shortfalls resulting
from prepayments on the
Mortgage Loans or from
the application of the
Soldiers' and Sailors'
Civil Relief Act of
1940.
Certificate Insurer: FSA Insurance Corporation ("FSA")
FSA is rated Aaa/AAA (Moody's/S&P)
Interest Payments: Interest on the Certificates will
be paid at a rate of one month
LIBOR plus a margin of (0.18)%
(the "Certificate Rate") subject
to a maximum rate. The "Maximum
Rate" as of the Cut-Off Date will
be equal to the weighted average
Mortgage Loan rate less the 0.50%
Servicing Fee, a 0.50% carveout
beginning in month seven and less
the combined 0.12% Credit
Enhancement Premium and Trustee
Fee. Interest will accrue on an
actual/360 basis from the last
Distribution Date to the day
preceding the next Distribution
Date, except for the first
Distribution Date when it accrues
from the Closing Date.
LIBOR Reset Date: The LIBOR rate is determined two
business days prior to the
preceding Distribution Date for
the Certificates (or two business
days prior to the Closing Date in
the case of the first Distribution
Date).
Distribution Date: The Distribution Date for the
Certificates will be on the 15th
of each month or if such date is
not a Business Day, the next
succeeding Business Day commencing
December 15, 1996.
Managed Amortization Period: Begins on the first Distribution
Date and ends on the earlier of
the 60th Distribution Date or the
occurrence of a Rapid Amortization
Event (as defined below).
Rapid Amortization Period: Begins on the earlier of the 61st
Distribution Date (December 2001)
or the occurrence of a Rapid
Amortization Event.
Principal Payments: Excluding any Rapid Amortization
Events, the allocation of
Principal Collections to the
Certificates are divided into two
distinct periods: the Managed
Amortization Period and the Rapid
Amortization Period.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
Principal Payments (cont'd): During the Managed Amortization
Period, holders of Certificates
will receive the lesser of:
(A) Principal Collections less
Draws; and
(B) 98% of the Principal
Collections.
During the Rapid Amortization
Period, holders of Certificates
will receive 98% of the Principal
Collections.
Principal payments to investors on
the first Distribution Date will
include Principal Collections for
the first collection period which
will extend from the Cutoff Date
to November 30, 1996. In all
periods, any Principal Collections
remaining after distribution to
the Certificateholders will be
distributed to the Seller.
Rapid Amortization Events: (i) Aggregate cumulative
principal balance of draws
under the Surety Bond exceeds
1% of the Original
Certificate Balance.
(ii) A declaration of bankruptcy
or insolvency by either the
Seller or the Servicer.
(iii) The trust becomes
subject to the
Investment Co. Act of
1940.
(iv) The failure of the Seller to
make certain required
payments or to observe
certain other covenants.
(v) The failure of the Seller to
remedy a breach of
representation.
Optional Cleanup Call: Less than or equal to 10% of the
initial Certificate Principal
Balance.
Expected Final Maturity: To Call: 5/15/04
To Maturity: 12/15/04
Legal Final Maturity: The Distribution Date in January
2028
Expected Pricing/Settlement: Week of November 11,
1996/November (21), 1996 (Subject
to change)
Record Date: One business day prior to each
Distribution Date.
Delivery: Denominations beginning with
$1,000 and integral multiples in
excess thereof. Book-entry
through DTC.
Trustee: The First National Bank of Chicago
Tax Status: Debt for Federal income tax
purposes.
SMMEA: Certificates are NOT SMMEA
eligible.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
COLLATERAL SUMMARY
- ------------------
The statistical information concerning the pool of Mortgage Loans (the
"Statistic Calculation Pool" and each such Mortgage Loan, a "Statistic
Calculation Pool Mortgage Loan") does not reflect all of the Mortgage Loans
which will be included on the Closing Date in the final pool. The Statistic
Calculation Pool reflects the Mortgage Loans originated by the Seller through
September 30, 1996 (the "Statistic Calculation Date"). The following
statistical information is based on the number and principal balances of the
Mortgage Loans as of the Statistic Calculation Date. The aggregate principal
balance of the Statistic Calculation Pool Mortgage Loans is $216,574,732.71.
The Depositor expects that the actual pool as of the Closing Date will
represent approximately $251,054,202.11.
<TABLE>
<S> <C> <C>
TOTAL NUMBER OF LOANS 9,064
AGGREGATE LOAN PRINCIPAL BALANCE $216,574,732.71
AVERAGE LOAN PRINCIPAL BALANCE $23,894
AVERAGE CREDIT LIMIT $34,552
AVERAGE CREDIT UTILIZATION RATE 69.15%
WEIGHTED AVERAGE COUPON(1) 9.85%
WEIGHTED AVERAGE MARGIN 2.20%
WEIGHTED AVERAGE REMAINING TERM (MOS) 287
WEIGHTED AVERAGE SEASONING (MOS) 3
WEIGHTED AVERAGE LIFE CAP 17.87%
WEIGHTED AVERAGE CLTV 78.76%
WEIGHTED AVERAGE SECOND MTG. RATIO 25.36%
(FOR LOANS IN SECOND LIEN POSITION ONLY)
LIEN POSITION (FIRST/SECOND) 4.99% / 95.01%
PROPERTY TYPE
SINGLE FAMILY 88.62%
TWO TO FOUR FAMILY 1.01%
CONDO 1.96%
PUD 8.41%
OCCUPANCY STATUS
SECOND HOME 0.90%
INVESTMENT 2.57%
OWNER OCCUPIED 96.53%
GEOGRAPHIC DISTRIBUTION: California/(2)/: 30.54%
OTHER STATE ACCOUNT INDIVIDUALLY FOR LESS THAN 4% OF THE Washington: 7.20%
INITIAL POOL BALANCE
Colorado: 4.75%
Utah: 4.54%
Florida: 4.28%
DAYS DELINQUENT (AS OF 10/31/96) 0 to 29: 99.82%
30 to 59: 0.18%
</TABLE>
(1) 24.65% OF THE LOANS ARE SUBJECT TO A 3-MONTH INTRODUCTORY RATE OF
6.99% PER ANNUM.
(2) CONSISTS OF 36.3% OF NORTHERN CA LOANS, AND 63.7% SOUTHERN CA LOANS
BY PRINCIPAL BALANCE.
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
COLLATERAL CONTAINED IN THE PROSPECTUS SUPPLEMENT.
THIS PAGE SHOULD BE ACCOMPANIED BY A DISCLAIMER WHICH MUST BE READ IN ITS
ENTIRETY BY THE ADDRESSEE.
Exhibit 99.2
____________
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
Supplement dated November 14, 1996 (to Prospectus dated
November 13, 1996) of CWABS, Inc. relating to the Revolving
Home Equity Loan Asset Backed Certificates, Series 1996-A of
Countrywide Home Equity Loan Trust 1996-A of our report dated
January 17, 1996 on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995. We
also consent to the reference to our Firm under the caption
"Experts".
/s/ Coopers & Lybrand
COOPERS & LYBRAND L.L.P.
New York, New York
November 14, 1996
