CWABS INC
8-K, 1998-08-27
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,  dated as of August 11, 1998,  providing
          for   the   issuance   of  the   CWABS,   INC.,   Asset-Backed
          Certificates, Series 1998-2).

                                   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) 225-3232
                                                           ----- --------



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 1998-2.

     In connection with the offering of the  Asset-Backed  Certificates,  Series
1998-2,  Prudential  Securities  Incorporated  ("Prudential   Securities"),   as
underwriter of the Underwritten  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 Underwritten  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 August 27, 1998.









- ----------
*        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 25,  1998,  of CWABS,  Inc.,
         relating to its Asset-Backed Certificates, Series 1998-2.







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 August 27, 1998.

          99.2 CSC  Computational  Materials  filed on Form SE dated  August 27,
               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: August 27, 1998





Exhibit Index
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Exhibit                                                                 Page
- -------                                                                 ----

99.1      Prudential Securities  Incorporated  Computational  Materials filed on
          Form SE dated August 27, 1998.

99.2      Countrywide  Securities Corporation  Computational  Materials filed on
          Form SE dated August 27, 1998.



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