HEADLANDS MORTGAGE SECURITIES INC
8-K, 1998-10-26
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): October 26, 1998



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

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


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



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

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

Filing of Derived Materials.
- ---------------------------

     In connection with the offering of Headlands  Mortgage  Securities  Inc.,
Mortgage Pass-Through Certificates, Series 1998-2 (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:  October 22, 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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