HEADLANDS MORTGAGE SECURITIES INC
8-K, 1998-10-29
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 29, 1998

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

         Delaware                       333-46019              68-0397342
- ----------------------------    ------------------------   -------------------
(State or Other Jurisdiction    (Commission File Number)    (I.R.S. Employer
      of Incorporation)                                    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 1998-1 (the "Certificates"),
Donaldson,  Lufkin & Jenrette  Securities  Corporation,  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 28, 1998

<PAGE>

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

         Exhibit                                                          Page
         -------                                                          ----
          99.1     Derived Materials......................................6

<PAGE>

                                 EXHIBIT 99.1

     In accordance with 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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