CWABS INC
8-K, 1998-08-24
ASSET-BACKED SECURITIES
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                       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): August 27, 1998


   CWABS, INC., (as depositor under the Pooling and Servicing Agreement, to be
   dated as of August 20, 1998, providing for the issuance of the CWABS, Inc.,
         Countrywide Home Equity Loan Trust 1998-C Revolving Home Equity
                 Loan Asset Backed Certificates, Series 1998-C).


                                   CWABS, INC.
                                 -------------
             (Exact name of registrant as specified in its charter)


       Delaware                   333-37539                   95-4596514
- ---------------------------     -------------                --------------
(State or Other Jurisdiction     (Commission                (I.R.S. Employer
    of Incorporation)            File Number)             Identification No.)
 

  4500 Park Granada
 Calabasas, California                                           91302
 ----------------------                                        ----------
 (Address of Principal                                         (Zip Code)
   Executive Offices)

Registrant's telephone number, including area code (818) 225-3240
- -----------------------------------------------------------------

<PAGE>

Item 5.  Other Events.

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 prospectus  and
prospectus   supplement  with  the  Securities  and  Exchange   Commission  (the
"Commission")   relating  to  its  Revolving   Home  Equity  Loan  Asset  Backed
Certificates, Series 1998-C.

Filing of Derived Materials.

         In connection with the offering of the  Certificates,  Salomon Brothers
Inc ("Salomon") and Countrywide Securities Corporation ("Countrywide Securities"
and,  together with Salomon,  the  "Underwriters"),  have each prepared  certain
materials for  distribution to potential  investors (the "Salomon  Computational
Materials"  and  the  "Countrywide   Computational  Materials",   respectively).
Although  the  Company  provided  the  Underwriters  with  certain   information
regarding the characteristics of the Mortgage Loans (the "Loans") in the related
portfolio,  it did  not  participate  in the  preparation  of the  Computational
Materials by either Salomon or  Countrywide  Securities.  Concurrently  with the
filing hereof,  pursuant to Rule 311(i) of Regulation S-T, the Company is filing
the Salomon Computational Materials and the Countrywide  Computational Materials
by paper filing on Form SE.

         For purposes of this Form 8-K, the term  Computational  Materials shall
mean computer  generated  tables and/or charts  displaying,  with respect to the
Certificates,  any of the following:  yield;  average life,  duration;  expected
maturity;   interest   rate   sensitivity;    loss   sensitivity;    cash   flow
characteristics;  background  information  regarding  the  Loans;  the  proposed
structure;  decrement tables; or similar information (tabular or otherwise) of a
statistical,   mathematical,   tabular  or  computational  nature.  The  Salomon
Computational  Materials are attached hereto as Exhibit 99.1 and the Countrywide
Computational Materials are attached hereto as Exhibit 99.2.

- ----------------------
*  Capitalized  terms  used and not  otherwise  defined  herein  shall  have the
meanings  assigned  to them in the  prospectus  dated  August  21,  1998 and the
prospectus  supplement  dated August 21, 1998, of CWABS,  Inc.,  relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-C.

<PAGE>


Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1              Salomon Computational Materials
         99.2              Countrywide Computational Materials


<PAGE>

                                   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:  August 24, 1998

<PAGE>

Exhibit Index


Exhibit                                                                Page

99.1              Salomon Computational Materials                       7
99.2              Countrywide Computational Materials


<PAGE>

                                  Exhibit 99.1

                         Salomon Computational Materials

         In  accordance   with  Rule  311(i)  of  Regulation  S-T,  the  Salomon
Computational Materials are being filed on paper pursuant to Form SE.



<PAGE>


                                  Exhibit 99.2

                       Countrywide Computational Materials

         In  accordance  with Rule 311(i) of  Regulation  S-T,  the  Countrywide
Computational Materials are being filed on paper pursuant to Form SE.



<PAGE>


                                BROWN & WOOD LLP
                             One World Trade Center
                            New York, New York 10048
                            Telephone: (212) 839-5300
                            Facsimile: (212) 839-5599




                                                   August 24, 1998

BY MODEM

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

              Re:      CWABS, Inc.
                       Countrywide Home Equity Loan Trust 1998-C
                       Revolving Home Equity Loan Asset Backed
                       Certificates, 1998-C

Ladies and Gentlemen:

         On behalf of CWABS,  Inc.  (the  "Company"),  we enclose  herewith  for
filing,  pursuant to the  Securities  and Exchange Act of 1934, as amended,  the
Company's  Current Report on Form 8-K, for certain  materials in connection with
the above-referenced transaction.

                                              Very truly yours,

                                              /s/ Amy Sunshine

                                              Amy Sunshine

Enclosure




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