CWMBS INC
8-K, 1998-10-27
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

                CWMBS, INC., (as depositor under the Pooling and
                Servicing  Agreement,  dated as of  October  1,  1998,
                providing  for  the  issuance  of  the  CWMBS,   INC.,
                Mortgage Pass-Through Certificates, Series 1998-19).



                                   CWMBS, INC.
                ----------------------------------------------------------
                (Exact name of registrant as specified in its charter)



         Delaware                         333-53861           95-4449516
- --------------------------------        ---------------     ---------------
(State of Other Jurisdiction             (Commission        (I.R.S. Employer
    of Incorporation)                    File Number)       Identification No.)


                   4500 Park Granada
                  Calabasas, California                          91302
           -----------------------------------                   -----------
                 (Address of Principal                           (Zip Code)
                  Executive Offices)



     Registrant's telephone number, including area code (818) 225-3240
                                                         ---  --------

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

Filing of Computational Materials
- ---------------------------------

     In   connection   with  the   offering  of  the   Mortgage   Pass-Through
Certificates, Series 1998-19, PaineWebber Incorporated ("PaineWebber"), as one
of the Underwriters of the  Certificates,  has prepared certain materials (the
"PaineWebber  Computational  Materials")  for  distribution  to its  potential
investors. Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as one of the
underwriters of the  Underwritten  Senior  Certificates,  has prepared certain
materials (the "Morgan Stanley  Computational  Materials") for distribution to
its potential investors.  Although the Company provided PaineWebber and Morgan
Stanley with certain information regarding the characteristics of the Mortgage
Loans  in the  related  portfolio,  the  Company  did not  participate  in the
preparation of the PaineWebber  Computational  Materials or the Morgan Stanley
Computational Materials.

     For  purposes  of this Form 8-K,  "Computational  Materials"  shall  mean
computer generated tables and/or charts displaying,  with respect to any Class
or  Classes  of  Certificates,  any of the  following:  yield;  average  life;
duration; expected maturity; interest rate sensitivity; loss sensitivity; cash
flow characteristics; background information regarding the Mortgage Loans; the
proposed  structure;  decrement  tables;  or similar  information  (tabular or
otherwise) of a statistical,  mathematical,  tabular or computational  nature.
The PaineWebber Computational Materials, listed as Exhibit 99.1 hereto and the
Morgan  Stanley  Computational  Materials,  listed as Exhibit  99.2 hereto are
filed on Form SE dated October 27, 1998.














- ----------
*    Capitalized  terms used and not otherwise  defined  herein shall have the
meanings  assigned  to them in the  prospectus  dated  August 14, 1998 and the
prospectus  supplement dated October 26, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-19.





Item 7.  Financial Statements, Pro Forma Financial
         -----------------------------------------
         Information and Exhibits.
         ------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1.  PaineWebber  Computational  Materials filed on Form SE dated 
                October 27, 1998.

         99.2.  Morgan Stanley Computational Materials filed on Form SE dated 
                October 27, 1998.








                                   SIGNATURES

     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 hereunto duly authorized.

                                   CWMBS, INC.



                                     By: / s / Celia Coulter 
                                         --------------------  
                                         Celia Coulter
                                         Vice President



Dated:  October 27, 1998





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


Exhibit                                                               Page
- -------                                                               ----

99.1.    PaineWebber  Computational  Materials  filed  on Form  SE     4
         dated October 27, 1998.

99.2.    Morgan Stanley  Computational  Materials  filed on Form SE    26 
         dated October 27, 1998.






                                  EXHIBIT 99.1
                                  ------------





                                  EXHIBIT 99.2
                                  ------------








[insert computational materials here]





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