_________________________________________________________________
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): May 26, 1998
CWABS, INC., (as depositor under the Pooling and Servicing
Agreement, to be dated as of May 20, 1998, providing
for the issuance of the CWABS, Inc., Countrywide
Home Equity Loan Trust 1998-B Revolving Home
Equity Loan Asset Backed Certificates,
Series 1998-B).
CWABS, INC.
______________
(Exact name of registrant as specified in its charter)
Delaware 333-37539 95-4596514
_____________________ ____________ _________
(State or Other Jurisdiction (Commission (I.R.S.
of Incorporation) File Number) Employer
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.
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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
prospectus and prospectus supplement with the Securities and Exchange
Commission (the "Commission") relating to its Revolving Home Equity Loan
Asset Backed Certificates, Series 1998-B.
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.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated May 26, 1998 and the
prospectus supplement dated May 26, 1998, of CWABS, Inc., relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-B.
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
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: May 21, 1998
Exhibit Index
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Exhibit Page
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99.1 Salomon Computational Materials 7
99.2 Countrywide Computational Materials
Exhibit 99.1
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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.
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
May 21, 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-B
Revolving Home Equity Loan Asset Backed
Certificates, 1998-B
_________________________________________
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
