COLLATERALIZED MORTGAGE SECURITIES CORP
10-Q, 1998-08-12
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

          -------------------------------------------------------------

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         For Quarter Ended June 30, 1998
                         Commission File Number 33-42666


                 COLLATERALIZED MORTGAGE SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)



                   Maryland                                      13-3251782     
- ----------------------------------------------               ------------------ 
(State or other jurisdiction of incorporation)                (I.R.S. Employer  
                                                             Identification No.)
                                                                                
                                                                                
    11 Madison Avenue, New York, New York                           10010       
- ----------------------------------------------               ------------------ 
   (Address of principal executive offices)                      (Zip Code)     
                                                                                
                                                                                
Registrant's telephone number, including area code              212-325-1811    
                                                             ------------------ 


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_  No ___


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


                          10,000 shares of common stock
                        outstanding as of August 10, 1998
<PAGE>


          COLLATERALZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------
PART I          FINANCIAL INFORMATION

       Item   1.  Financial Statements

                  Consolidated Statements of Financial Condition as of
                           June 30, 1998 and December 31, 1997                3

                  Consolidated Statements of Operations for the Six Months
                           Ended June 30, 1998 and 1997                       4

                  Consolidated Statements of Cash Flows for the Six Months
                           Ended June 30, 1998 and 1997                       5

                  Notes to Consolidated Financial Statements                  6

       Item   2.  Management's Discussion and Analysis of Financial
                               Condition and Results of Operations            7

PART II       OTHER INFORMATION

       Item   1.  Legal Proceedings                                           8

       Item   2.  Changes in Securities                                       8

       Item   3.  Defaults Upon Senior Securities                             8

       Item   4.  Submission of Matters to a Vote of Security Holders         8

       Item   5.  Other Information                                           8

       Item   6.  Exhibits and Reports on Form 8-K                         8, 9

SIGNATURE                                                                    10

INDEX TO EXHIBITS                                                            11


                                     Page 2
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                     June 30,       December 31,
                                                       1998            1997
                                                     --------       ------------
                                                   (unaudited)     
                                                 (in thousands, except par value
                                                         and share data)
<S>                                                   <C>             <C>   
Assets:
                                                                   
Cash                                                  $   12          $   12
Receivable from Credit Suisse First Boston                         
  Management Corporation                                   1               1
                                                      ------          ------
                                                                   
                                                                   
         Total Assets                                 $   13          $   13
                                                      ======          ======
                                                                   
                                                                   
Liabilities and Stockholder's Equity:                              
                                                                   
Accrued expenses                                      $   --          $   --
                                                      ------          ------
                                                                   
         Total Liabilities                                --              --
                                                      ------          ------
                                                                   
Stockholder's Equity:                                              
                                                                   
Common stock and paid in capital, $0.1 par value                   
(authorized 15,000,000 shares; issued 10,000                       
shares at June 30, 1998 and December 31,1997)             13              13
                                                      ------          ------
                                                                   
         Total Liabilities and Stockholder's Equity   $   13          $   13
                                                      ======          ======
</TABLE>                                                       


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 3
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                   Six Months        Six Months
                                                      Ended            Ended
                                                  June 30, 1998    June 30, 1997
                                                  -------------    -------------
                                                          (in thousands)
<S>                                                  <C>             <C>     
Revenues:
     Commitment fee and miscellaneous income         $     --        $     --
                                                     --------        --------
                                                           --              --
                                                     --------        --------
Expenses:
     General and administrative expenses                   --              --
                                                     --------        --------
                                                           --              --
                                                     --------        --------

Income from operations before income tax
     expense                                               --              --
                                                     --------        --------
Income tax expense                                         --              --
                                                     --------        --------

Net income                                           $     --        $     --
                                                     ========        ========
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 4
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   Six Months      Six Months
                                                     Ended            Ended
                                                 June 30, 1998    June 30, 1997
                                                 -------------    --------------
                                                         (in thousands)
<S>                                                 <C>              <C>   
Cash Flows From Operating Activities:

Net income                                          $   --           $   --
Adjustments to reconcile net income                                
    to net cash provided by (used for)                             
    operating activities:                               --               --
                                                    ------           ------
Net Cash Provided by Operating Activities               --               --
                                                    ------           ------
Net increase in cash                                    --               --
Cash at beginning of period                             12               12
                                                    ------           ------
Cash at end of period                               $   12           $   12
                                                    ======           ======
                                                                                                   
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 5
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


1.    Description of Business

      Collateralized Mortgage Securities Corporation (the "Company") and its
      wholly owned subsidiary Asset Backed Securities Corporation ("ABSC") are
      wholly owned subsidiaries of Credit Suisse First Boston Management
      Corporation ("FBSC"), which is a wholly owned subsidiary of Credit Suisse
      First Boston, Inc., a privately owned holding company.

      The foregoing financial statements are unaudited; however, in the opinion
      of management, all adjustments (comprising only normal recurring accruals)
      necessary for a fair presentation of the financial statements have been
      included. A summary of the significant accounting policies is set forth in
      Note 3 to the Company's December 31, 1997 Financial Statements contained
      in the Company's 1997 Form 10-K.


                                     Page 6
<PAGE>


Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

            The principal activities of the Company and ABSC include (i) issuing
            and selling collateralized mortgage obligations and asset backed
            obligations (the "Bonds") and acquiring, owning, holding and
            pledging mortgage-backed securities and receivables, (ii) conveying
            or transferring all or any portion of the Companies' rights, title
            or interest in the Bonds to various entities including trusts and
            (iii) creating, acquiring, owning and selling residual interests in
            such entities.

            Results of Operations

            The Company and ABSC recorded no gains or (losses) on the sale of
            Bonds or beneficial interests in trusts for the six months ended
            June 30, 1998 and June 30, 1997.

            For the six months ended June 30, 1998 and 1997, the Company had no
            transactions.

            Liquidity and Capital Resources

            The Company and ABSC utilize FBSC to facilitate the settlement of
            all transactions and maintain all excess cash with FBSC. Such cash
            is available from FBSC on demand and does not earn interest. All
            gains and losses are recognized by FBSC on each transaction.


                                     Page 7
<PAGE>


                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.     Legal Proceedings
          
            None.
          
Item 2.     Changes in Securities
          
            Not applicable
          
Item 3.     Defaults Upon Senior Securities
          
            Not applicable.
          
Item 4.     Submission of Matters to a Vote of Security Holders
          
            None.
          
Item 5.     Other Information
          
            None
          
Item 6.     Exhibits and Reports on Form 8-K
        
            (a)   Exhibits:

                  Indentures (incorporated by reference to Exhibit 1 of
                  Company's Form 8-K dated February 14, 1992 for Series 1992-1)
                  dated as of January 1, 1987 as amended by Amendment No. 1
                  dated as of April 30, 1987 and Amendment No. 2 dated as of
                  October 15, 1987, as amended and restated as of August 1,
                  1988, between the Company and State Street Bank and Trust
                  Company, as Trustee.

                  Articles of Incorporation of the Company as amended as of
                  January 7, 1986 (incorporated by reference to Exhibit 3.1 of
                  the Company's Form S-3 Registration Statement dated January
                  31, 1985).

                  By-laws of the Company as amended and restated as of January
                  7, 1986 (incorporated by reference to Exhibit 3.2 of the
                  Company's Form S-3 Registration Statement dated January 31,
                  1985).

                  Restated Certificate of Incorporation of Asset Backed
                  Securities Corporation (incorporated by reference to Exhibit
                  3.1 of the Company's Form S-3 Registration Statement (No.
                  0-14811).


                                     Page 8
<PAGE>


Item 6.     Exhibits and Reports on Form 8-K (continued)


            By-laws of Asset Backed Securities Corporation (incorporated by
            reference to Exhibit 3.2 of the Company's Form S-3 Registration
            Statement (No. 33-7382)).

            Indenture, dated as of October 30, 1986, between Asset Backed
            Securities Corporation and State Street Bank and Trust Company, the
            Trustee (incorporated by reference to Exhibit 1 of the Current
            Report on Form 8-K dated October 30, 1986).

            (b)   Reports on Form 8-K

                  None.


                                     Page 9
<PAGE>


                                    SIGNATURE
                                    ---------


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, thereunto duly authorized.



                                                Collateralized Mortgage
                                                Securities Corporation



                                                By:    THOMAS M. ZINGALLI
                                                   -----------------------------

                                                        Thomas M. Zingalli      
                                                     Controller and Principal
                                                        Accounting Officer
                                                   (Duly Authorized Officer and
                                                   Principal Accounting Officer)

Dated: August 10, 1998


                                     Page 10
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibit                                    Page
- ------            ----------------------                                    ----

1     Indenture dated as of January 1, 1987 as amended by Amendment No. 1
      dated as of April 30, 1987 and Amendment No. 2 dated as of October
      15, 1987, as amended and restated as of August 1, 1988, between the
      Company and State Street Bank and Trust Company, as Trustee.          ****

1     Indenture, dated as of October 30, 1986, between Asset Backed
      Securities Corporation and State Street Bank and Trust Company, as
      Trustee.                                                                **

3.1   Articles of incorporation of the Company as amended as of January 7,
      1986.                                                                    *

3.1   Restated Certificate of Incorporation of Asset Backed Securities
      Corporation.                                                           ***

3.2   By-Laws of the Company as amended and restated as of January 7, 1986.    *

3.2   By-Laws of Asset Backed Securities Corporation.                       ****


*     Incorporated by reference to the same Exhibits in Registration Statement
      No. 0-13156 on Form 10 filed with the Securities and Exchange Commission
      on January 31, 1985.

**    Incorporated by reference to the same Exhibit in the Current Report on
      Form 8-K filed with the Securities and Exchange Commission on November 14,
      1986.

***   Incorporated by reference to the same Exhibit in the Registration
      Statement No. 0-014811 of the Company's Form S-3 filed with the Securities
      and Exchange Commission on July 21, 1986.

****  Incorporated by reference to the same Exhibit in the Registration
      Statement No. 33-7382 of the Company's Form S-3 filed with the Securities
      and Exchange Commission on November 12, 1986.


                                     Page 11

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998 
<PERIOD-END>                                   JUN-30-1998 
<CASH>                                                  12 
<SECURITIES>                                             0 
<RECEIVABLES>                                            1 
<ALLOWANCES>                                             0 
<INVENTORY>                                              0 
<CURRENT-ASSETS>                                        13 
<PP&E>                                                   0 
<DEPRECIATION>                                           0 
<TOTAL-ASSETS>                                          13 
<CURRENT-LIABILITIES>                                    0 
<BONDS>                                                  0 
                                    0 
                                              0 
<COMMON>                                                 0 
<OTHER-SE>                                              13 
<TOTAL-LIABILITY-AND-EQUITY>                            13 
<SALES>                                                  0 
<TOTAL-REVENUES>                                         0 
<CGS>                                                    0 
<TOTAL-COSTS>                                            0 
<OTHER-EXPENSES>                                         0 
<LOSS-PROVISION>                                         0 
<INTEREST-EXPENSE>                                       0 
<INCOME-PRETAX>                                          0 
<INCOME-TAX>                                             0 
<INCOME-CONTINUING>                                      0 
<DISCONTINUED>                                           0 
<EXTRAORDINARY>                                          0 
<CHANGES>                                                0 
<NET-INCOME>                                             0 
<EPS-PRIMARY>                                            0 
<EPS-DILUTED>                                            0
                                                        
                                                        

</TABLE>


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