STRUCTURED ASSET MORTGAGE INVESTMENTS INC
8-K, 1998-12-29
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) December 28, 1998


                  STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                    333-51279                13-3633241
- ----------------------------        -----------           ----------------
(State or Other Jurisdiction        (Commission           (I.R.S. Employer
of Incorporation)                   File Number)          Identification No.)


 245 Park Avenue
 New York, New York                                            10167
 (Address of Principal                                        ----------    
 Executive Offices)                                           (Zip Code) 


Registrant's telephone number, including area code, is (212) 272-2000
 
<PAGE>


                                       -2-

Item 5.  OTHER EVENTS.

                  On or about December 31, 1998, the Registrant will cause the
         issuance and sale of approximately $276,408,252 initial principal
         amount of Mortgage Pass-Through Certificates, Series 1998-12 (the
         "Certificates") pursuant to a Pooling and Servicing Agreement to be
         dated as of December 1, 1998, among the Registrant as seller, Norwest
         Bank Minnesota, N.A. as trustee and Cendant Mortgage Corporation as
         master servicer.

                  In connection with the sale of the Series 1998-12, Class A-1,
         Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
         A-8, Class A-9, Class X, Class R-I, Class R-II, Class B-1, Class B-2
         and Class B-3 Certificates (the "Underwritten Certificates"), the
         Registrant has been advised by Bear, Stearns & Co. Inc. (the
         "Underwriter"), that the Underwriter has furnished to prospective
         investors certain computational materials (the "Computational
         Materials") with respect to the Underwritten Certificates following the
         effective date of Registration Statement No. 333-51279, which
         Computational Materials are being filed as exhibits to this report.

                  The Computational Materials have been provided by the
         Underwriter. The information in the Computational Materials is
         preliminary and may be superseded by the Prospectus Supplement relating
         to the Certificates and by any other information subsequently filed
         with the Securities and Exchange Commission.

                  The Computational Materials were prepared by the Underwriter
         at the request of certain prospective investors, based on assumptions
         provided by, and satisfying the special requirements of, such
         prospective investors. The Computational Materials may be based on
         assumptions that differ from the assumptions set forth in the
         Prospectus Supplement. The Computational Materials may not include, and
         do not purport to include, information based on assumptions
         representing a complete set of possible scenarios. Accordingly, the
         Computational Materials may not be relevant to or appropriate for
         investors other than those specifically requesting them.

                  In addition, the actual characteristics and performance of the
         mortgage loans underlying the Underwritten Certificates (the "Mortgage
         Loans") may differ from the assumptions used in the Computational
         Materials, which are hypothetical in nature and which were provided to
         certain investors only to give a general sense of how the yield,
         average life, duration, expected maturity, interest rate sensitivity
         and cash flow characteristics of the Underwritten Certificates might
         vary under varying prepayment and other scenarios. Any difference
         between such assumptions and the actual characteristics and performance
         of the Mortgage Loans will affect the actual yield, average life,
         duration, expected maturity, interest rate sensitivity and cash flow
         characteristics of the Underwritten Certificates.



<PAGE>


                                       -3-

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


         (a)      FINANCIAL STATEMENTS.

                  Not applicable.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)      EXHIBITS



                   ITEM 601(A) OF
                   REGULATION S-K
EXHIBIT NO.        EXHIBIT NO.          DESCRIPTION
- -----------        -----------          -----------

    1                  99               Computational Materials-- Computational
                                        Materials (as defined in Item 5) that
                                        have been provided by the Underwriter to
                                        certain prospective purchasers of
                                        Structured Asset Mortgage Investors Inc.
                                        Mortgage Pass-Through Certificates,
                                        Series 1998-12 (filed in paper pursuant
                                        to the automatic SEC exemption pursuant
                                        to Release 33-7427, August 7, 1997)




<PAGE>


                                       -4-

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                        STRUCTURED ASSET MORTGAGE
                                        INVESTMENTS INC.

                                        By: /s/ Mary Haggerty
                                            -------------------------------
                                        Name:   Mary Haggerty
                                        Title:  Vice President




Dated: December 29, 1998


<PAGE>


                                       -5-

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                        STRUCTURED ASSET MORTGAGE
                                        INVESTMENTS INC.

                                        By:  
                                            -------------------------------
                                        Name:   
                                        Title:  



Dated: December 29, 1998
 
<PAGE>


                                       -6-

                                  EXHIBIT INDEX


                     Item 601 (a) of       Sequentially
         Exhibit     Regulation S-K        Numbered
         Number      Exhibit No.           Description              Page
         ------      -----------           -----------              ----

         1                99          Computational Materials        6


<PAGE>


                                       -6-


                                   EXHIBIT 99



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