CWMBS INC MORT PASS THR CERT SER 1998-16
15-15D, 1999-03-10
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     Form 15

          Certification and Notice of Termination of Registration under

             Section 12(g) of the Securities Exchange Act of 1934 or
               Suspension of Duty to File Reports Under Section 13
                and 15(d) of the Securities Exchange Act of 1934.


                                               Commission File Number  333-53861


                                   CWMBS, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                4500 Park Granada
                   Calabasas, California 91302 (818) 225-3000
- --------------------------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

                     CHL Mortgage Pass-Through Trust 1998-16
                CWMBS, Inc., Mortgage Pass-Through Certificates,
                                 Series 1998-16
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
- --------------------------------------------------------------------------------
             (Titles of all other classes of securities for which a
                   duty to file reports under Section 13(a) or
                                 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                  Rule 12g-4(a)(1)(i)  [ ]    Rule 12h-3(b)(1)(ii) [ ]

                  Rule 12g-4(a)(1)(ii) [ ]    Rule 12h-3(b)(2)(i)  [ ]

                  Rule 12g-4(a)(2)(i)  [ ]    Rule 12h-3(b)(2)(ii) [ ]

                  Rule 12g-4(a)(2)(ii) [ ]    Rule 15d-6           [X]

                  Rule 12h-3(b)(1)(i)  [ ]

         Approximate  number of  holders  of record as of the  certification  or
notice date:   5



<PAGE>




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
CWMBS, Inc. has caused this  certification/notice  to be signed on its behalf by
the undersigned duly authorized person.




DATE:   March 10, 1999                             BY:  /s/ Celia Coulter    
                                                          -----------------

                                                              Celia Coulter
                                                              Vice President


<PAGE>


                                BROWN & WOOD LLP
                             One World Trade Center
                            New York, New York 10048
                            Telephone: (212) 839-5300
                            Facsimile: (212) 839-5599



                                                                March 10, 1999

VIA ELECTRONIC FILING
- ---------------------

Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      CWMBS, Inc.,
                  CHL Mortgage Pass-Through Trust 1998-16,
                  Mortgage Pass-Through Certificates,
                  Series 1998-16

Dear Sir or Madam:

         On behalf of CWMBS, Inc. (the "Company"), we are filing herewith a Form
15 with  respect to the trust  formed  pursuant  to the  Pooling  and  Servicing
Agreement  relating  to the  above-referenced  Series of  Mortgage  Pass-Through
Certificates  (which agreement was previously filed by the Company in a separate
periodic report on Form 8-K). This Form 15 is being filed pursuant to Rule 15d-6
under the  Securities  Exchange Act of 1934,  as amended (the "Act") in order to
suspend the  Company's  duty to file  reports  with  respect to such trust under
Sections 13 and 15(d) of the Act.

                                                           Sincerely,

                                                          /s/ Amy Sunshine

                                                           Amy Sunshine

Enclosure


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