CWMBS INC
8-K, 1998-12-22
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 21, 1998


             CWMBS, INC., (as depositor under the Pooling and
             Servicing Agreement, dated as of December 1, 1998,
             providing for the issuance of the CWMBS, INC.,
             Mortgage Pass-Through Certificates, Series 1998-22).


                                  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 1998-22, Countrywide Securities Corporation ("CSC"), as
the Underwriter of the Certificates, has prepared certain materials (the "CSC
Computational Materials") for distribution to its potential investors.
Although the Company provided 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 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 CSC Computational Materials, listed as Exhibit 99.1 hereto are filed on
Form SE dated December 21, 1998.



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*    Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated December 21, 1998 and the
prospectus supplement dated November 9, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-22.





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

(a)   Not applicable.

(b)   Not applicable.

(c)   Exhibits:

99.1. CSC Computational Materials filed on Form SE dated December 21, 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:  December 22, 1998



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

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

99.1.           CSC Computational Materials filed on Form SE dated
                December 21, 1998.



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

     CSC Computational Materials filed on Form SE dated December 21, 1998.



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


                                                   December 22, 1998


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


     Re:  CWMBS, Inc.
          Mortgage Pass-Through Certificates,
          Series 1998-22
          -----------------------------------

Ladies and Gentlemen:

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

                                                   Very truly yours,

                                                   /s/ Amy Sunshine

                                                   Amy Sunshine

Enclosure


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