CWABS INC
8-K, 1998-07-29
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): July 30, 1998

           CWABS,  INC. (as  depositor  under the Pooling and Servicing
           Agreement,  dated  as of July  1,  1998,  providing  for the
           issuance   of   the   CWABS,    INC.,    Residential   Asset
           Securitization    Trust   1998-A9   Mortgage    Pass-Through
           Certificates, Series 1998-I).

                                   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
- -----------------------------------------------------------------


Item 5.  Other Events.

Filing of Computational Materials

         On July 1, 1998, CWABS, Inc. (the "Company") entered into a Pooling and
Servicing  Agreement  dated  as of July 1,  1998  (the  "Pooling  and  Servicing
Agreement"), by and among the Company, as depositor,  IndyMac, Inc. ("IndyMac"),
as seller and as master  servicer,  and The Bank of New York,  as  trustee  (the
"Trustee"),  providing for the issuance of the Company's  Mortgage  Pass-Through
Certificates,  Series  1998-I (the  "Certificates").  The Pooling and  Servicing
Agreement is annexed hereto as Exhibit 99.1.

         In   connection   with  the  offering  of  the  Mortgage   Pass-Through
Certificates, Series 1998-14, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("ML"), as one of the underwriters of the Underwritten Senior Certificates,  has
prepared certain materials (the "ML  Computational  Materials") for distribution
to its potential  investors.  PaineWebber  Incorporated  ("PWI"),  as one of the
Underwriters  of the  Certificates,  has prepared  certain  materials  (the "PWI
Computational   Materials")  for  distribution  to  their  potential  investors.
Although the Company provided ML and PWI with certain information  regarding the
characteristics of the Mortgage Loans in the related portfolio,  the Company did
not participate in the preparation of the ML Computational  Materials or the PWI
Computational Materials.

         For  purposes of this Form 8-K,  "Computational  Materials"  shall mean
computer generated tables and/or charts displaying, with respect to any Class or
Classes of 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. The
ML  Computational  Materials,   listed  as  Exhibit  99.1  hereto  and  the  PWI
Computational  Materials,  listed as  Exhibit  99.2  hereto are filed on Form SE
dated July 30, 1998.
- ----------------
*  Capitalized  terms  used and not  otherwise  defined  herein  shall  have the
meanings  assigned  to  them in the  prospectus  dated  June  25,  1998  and the
prospectus  supplement  dated July 27,  1998,  of CWABS,  Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1998-I.



Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1     ML Computational Materials.
                  filed on Form SE dated July 30, 1998.

         99.2     PWI Computational Materials.
                  filed on Form SE dated July 30, 1998.


                                   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:  July 27, 1998


Exhibit Index

Exhibit                                                                    Page
- -------                                                                    ----
99.1              ML  Computational  Materials filed on 
                  Form SE dated  July 30, 1998.

99.2              PWI Computational Materials filed on
                  Form SE dated July 30, 1998.



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

                                                                   July 27, 1998

BY MODEM

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

                  Re:      CWABS, Inc.,
                           Residential Asset Securitization Trust 1998-A9
                           Mortgage Pass-Through Certificates, Series 1998-I
                           -------------------------------------------------

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 Computational  Materials in connection
with the above-referenced transaction.

         Pursuant to a continuing  hardship  exemption  letter dated November 6,
1996, as provided in Rule 202 of Regulation S-T,  Exhibits 99.1 and 99.2 will be
filed on July 27, 1998 in paper on Form SE.

                                                   Very truly yours,

                                                   /s/ Amy Sunshine

                                                   Amy Sunshine

Enclosure


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