CWMBS INC
8-K, 1998-09-28
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): September 28, 1998


     CWMBS, INC., (as depositor under the Pooling and Servicing Agreement, 
  dated as of September 1, 1998, providing for the issuance of the CWMBS, INC.,
          CHL Mortgage Pass-Through Trust 1998-18, Mortgage Pass-Through 
                         Certificates, Series 1998-18).

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


     Delaware                          333-53861                95-4596514
- --------------------                   ---------                ----------
(State or 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
- ---------------------------------

     Pursuant to Rule 424(b) under the  Securities  Act of 1933,  concurrently
with,  or  subsequent  to, the filing of this Current  Report on Form 8-K (the
"Form 8-K"), CWMBS, Inc. (the "Company") is filing a prospectus and prospectus
supplement  with  the  Securities  and  Exchange  Commission  relating  to its
Mortgage Pass-Through Certificates, Series 1998-18.

     In   connection   with  the   offering  of  the   Mortgage   Pass-Through
Certificates,   Series  1998-18,   Nomura   Securities   International,   Inc.
("Nomura"),   as  one  of  the   underwriters  of  the   Underwritten   Senior
Certificates,  has  prepared  certain  materials  (the  "Nomura  Computational
Materials")  for   distribution  to  its  potential   investors.   Countrywide
Securities   Corporation   ("CSC"),   as  one  of  the   Underwriters  of  the
Certificates,   has  prepared  certain   materials  (the  "CSC   Computational
Materials")  for  distribution  to their  potential  investors.  Although  the
Company  provided  Nomura  and CSC  with  certain  information  regarding  the
characteristics  of the Mortgage Loans in the related  portfolio,  the Company
did not participate in the preparation of the Nomura  Computational  Materials
or the CSC 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 Nomura Computational Materials,  listed as Exhibit 99.1 hereto and the CSC
Computational  Materials,  listed as Exhibit  99.2 hereto are filed on Form SE
dated September 28, 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 September 28, 1998, of CWMBS,  Inc.,  relating to
its Mortgage Pass-Through Certificates, Series 1998-18.







Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.
         ------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1     Nomura Computational Materials.
                  filed on Form SE dated September 28, 1998.

         99.2     CSC Computational Materials.
                  filed on Form SE dated September 28, 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:  September 28, 1998





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

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

99.1         Nomura   Computational   Materials
             filed  on  Form  SE  dated September 28, 1998.

99.2         CSC  Computational  Materials
             filed on Form SE dated September 28, 1998.









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




                                         September 28, 1998



BY MODEM
- --------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


                  Re:   CWMBS, Inc.
                        CHL Mortgage Pass-Through Trust 1998-18
                        Mortgage Pass-Through Certificates, Series 1998-18
                        --------------------------------------------------

Ladies and Gentlemen:

     On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for filing,
pursuant to the Securities and Exchange Act of 1934, as amended, the Company's
Current Report on Form 8-K, for Computational Materials in connection with the
above-referenced transaction.

     Pursuant to a continuing  hardship  exemption  letter  dated  November 6,
1996, as provided in Rule 202 of Regulation  S-T,  Exhibits 99.1 and 99.2 will
be filed on September 28, 1998 in paper on Form SE.

                                Very truly yours,

                                /s/ Amy Sunshine

                                Amy Sunshine

Enclosure



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