CWABS INC
8-K, 1998-11-18
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): November 10, 1998

           CWABS, INC., (as depositor under the Pooling and Servicing
                 Agreement, to be dated as of November 14, 1998,
                 providing for the issuance of the CWABS, Inc.,
            Countrywide Home Equity Loan Trust 1998-D Revolving Home
             Equity Loan Asset Backed Certificates, Series 1998-D).

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

          Delaware                   333-60823                   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 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-D.

Filing of Derived Materials.

         In connection  with the offering of the  Certificates,  Merrill  Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Countrywide Securities
Corporation  ("Countrywide  Securities"  and,  together with Merrill Lynch,  the
"Underwriters"),  have each  prepared  certain  materials  for  distribution  to
potential  investors  (the  "Merrill  Lynch  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 Merrill
Lynch or Countrywide  Securities.  Concurrently with the filing hereof, pursuant
to Rule  311(i) of  Regulation  S-T,  the  Company is filing the  Merrill  Lynch
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 Merrill Lynch
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  October  26, 1998 and the
prospectus  supplement dated November 10, 1998, of CWABS, Inc.,  relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-D.








Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1              Merrill Lynch Computational Materials
         99.2              Countrywide Computational Materials





                                   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 18, 1998





Exhibit Index

Exhibit                                                                     Page

99.1              Merrill Lynch Computational Materials                        7
99.2              Countrywide Computational Materials






                                  Exhibit 99.1

                      Merrill Lynch Computational Materials

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





                                  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.


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

                                                               November 18, 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-D
                            Revolving Home Equity Loan Asset Backed
                            Certificates, 1998-D

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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