CWABS INC
8-K, 1998-11-20
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 20, 1998

               CWABS,  INC.,  (as  depositor  under  the  Pooling  and
          Servicing Agreement, dated as of November 1, 1998, providing
          for  the   issuance   of  the  CWABS,   INC.,   Asset-Backed
          Certificates, Series 1998-3).

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

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<PAGE>

Item 5.  Other Events.
- ----     ------------

Filing of Computational Materials
- ---------------------------------

         Pursuant to Rule 424(b) 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  relating  to  its
Asset-Backed Certificates, Series 1998-3.

         In  connection  with the  offering  of the  Asset-Backed  Certificates,
Series 1998-3, Prudential Securities Incorporated ("Prudential Securities"),  as
underwriter of the Offered  Certificates,  has prepared  certain  materials (the
"Prudential  Securities  Computational  Materials")  for  distribution  to their
potential investors.  Similarly,  Countrywide Securities Corporation ("CSC"), as
underwriter of the Offered  Certificates,  has prepared  certain  materials (the
"CSC  Computational  Materials") for distribution to their potential  investors.
Although  the  Company  provided  Prudential  Securities  and CSC  with  certain
information  regarding the  characteristics of the Mortgage Loans in the related
portfolio,  the Company did not participate in the preparation of the Prudential
Securities Computational Materials or the CSC 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
Prudential Securities Computational Materials,  which are listed as Exhibit 99.1
hereto,  and the CSC Computational  Materials,  which are listed as Exhibit 99.2
hereto, are filed on Form SE dated November 20, 1998.


_______________
*        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 17, 1998, of CWABS,  Inc.,
         relating to its Asset-Backed Certificates, Series 1998-3.

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial

Information and Exhibits.
- ------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

               99.1 Prudential Securities  Computational Materials filed on Form
                    SE dated November 20, 1998.

               99.2 CSC Computational  Materials filed on Form SE dated November
                    20, 1998.

<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: November 20, 1998


<PAGE>


Exhibit Index
- -------------

Exhibit                                                                     Page
- -------                                                                     ----

99.1      Prudential   Securities   Incorporated    Computational
          Materials filed on Form SE dated November 20, 1998.

99.2      Countrywide   Securities   Corporation    Computational
          Materials filed on Form SE dated November 20, 1998.



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