_________________________________________________________________
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): February 18, 1997
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, to be dated as of February 25, 1997,
providing for the issuance of the CWABS, INC.,
Countrywide Home Equity Loan Trust 1997-A, Revolving Home
Equity Loan Asset Backed Certificates, Series 1997-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
_____ ________
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Item 5. Other Events.
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Filing of Certain Materials
___________________________
Pursuant to Rule 424(b)(5) 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
preliminary prospectus
and preliminary prospectus supplement with the Securities and Exchange
Commission (the
"Commission") relating to its Revolving Home Equity Loan Asset Backed
Certificates, Series 1997-A.
Incorporation of Certain Documents by Reference
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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 preliminary prospectus supplement relating to the
Company's
Revolving Home Equity Loan Asset Backed Certificates, Series 1997-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 preliminary prospectus supplement.
The
consent of Coopers & Lybrand is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial
____ _________________________________________
Information and Exhibits.
________________________
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 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
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David Walker
Vice President
Dated: February 18, 1997
Exhibit Index
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Exhibit Page
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99.1 Consent of Coopers & Lybrand 6
Exhibit 99.1
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[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
Supplement dated February 14, 1997 (to Prospectus dated
February 14, 1997) of CWABS, Inc. relating to the Revolving
Home Equity Loan Asset Backed Certificates, Series 1997-A of
Countrywide Home Equity Loan Trust 1997-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
