CWMBS INC
8-K, 1998-06-29
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): June 26, 1998


           CWMBS, INC., (as depositor under the Pooling and Servicing
 Agreement, dated as of June 26, 1998, providing for the issuance of the CWMBS,
              INC., Residential Asset Securitization Trust 1998-A8,
               Mortgage Pass-Through Certificates, Series 1998-H).


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


        Delaware                  333-45887                 95-4449516
- ----------------------------     ------------           -------------------
(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) 304-5591
- -----------------------------------------------------------------



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-H.

         In   connection   with  the  offering  of  the  Mortgage   Pass-Through
Certificates,  Series 1998-H, Lehman Brothers Inc. ("LB"), as the underwriter of
the  Underwritten   Certificates,   has  prepared  certain  materials  (the  "LB
Computational Materials") for distribution to its potential investors.  Although
the Company provided LB with certain  information  regarding the characteristics
of the Mortgage Loans in the related portfolio,  the Company did not participate
in the preparation of the LB 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
LB Computational Materials,  listed as Exhibit 99.1 hereto, are filed on Form SE
dated June 26, 1998.


- ----------
*  Capitalized  terms  used and not  otherwise  defined  herein  shall  have the
meanings  assigned  to them in the  prospectus  dated  March  18,  1998  and the
prospectus  supplement  dated June 26,  1998,  of CWMBS,  Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1998-H.


Item 7.  Financial Statements, Pro Forma Financial

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

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1     LB Computational Materials.
                  filed on Form SE dated June 26, 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/ David Spector
                                        -----------------------
                                         David Spector
                                         Vice President



Dated:  June 26, 1998



Exhibit Index
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Exhibit                                                                 Page
- -------                                                                 ----

99.1          LB Computational Materials filed on Form SE dated
              June 26, 1998.





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