HEADLANDS MORTGAGE SECURITIES INC
8-K, 1998-12-22
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): December 22, 1998

                       HEADLANDS MORTGAGE SECURITIES INC.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

  Delaware                          333-46019             68-0397342
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(State or Other Jurisdiction of    (Commission File       (I.R.S. Employer
        Incorporation)                 Number)             Identification No.)


         700 Larkspur Landing Circle, 
                    Suite 240,                    
             Larkspur, California                           94939
    ----------------------------------------     --------------------
        (Address of Principal                         (Zip Code)
         Executive Offices)    


        Registrant's telephone number, including area code (415) 461-6790
                                                           ----- --------

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<PAGE>


Item 5.  Other Events.
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Filing of Derived Materials.
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         In connection with the offering of Headlands Mortgage  Securities Inc.,
Mortgage Pass-Through  Certificates,  Series 1998-3(the  "Certificates"),  Bear,
Stearns & Co. Inc, as underwriter of the Certificates (the  "Underwriter"),  has
prepared  certain  materials (the "Derived  Materials") for  distribution to its
potential investors. Although Headlands Mortgage Securities Inc. (the "Company")
provided the Underwriter 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 Derived  Materials.  Concurrently with the
filing hereof, pursuant to Rule 202 of Regulation S-T, the Company is filing the
Derived  Materials  by  paper  filing  on Form SE in  reliance  on a  continuing
hardship exemption.

         For purposes of this Form 8-K,  Derived  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 Derived  Materials are attached hereto as
Exhibit 99.1.


<PAGE>


Item 7.  Financial Statements, Pro Forma Financial

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

(a)   Not applicable.

(b)   Not applicable.

(c)   Exhibits:

      99.1      Derived Materials


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                  HEADLANDS MORTGAGE SECURITIES INC.



                                  By:/s/ Kristen Decker
                                    Name:  Kristen Decker
                                   Title:  Vice President



Dated:  December 21, 1998


<PAGE>

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

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

    99.1           Derived Materials.....................................6



<PAGE>


                                  EXHIBIT 99.1

         In accordance  with Rule 202 of Regulation  S-T, the Derived  Materials
are  being  filed on  paper  pursuant  to Form SE in  reliance  on a  continuing
hardship exemption.




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