CWMBS INC
8-K, 1998-08-26
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): August 28, 1998


        CWMBS,   INC.,  (as  depositor  under  the  Pooling  and  Servicing
   Agreement, dated as of August 1, 1998, providing for the issuance of the
   CWMBS,   INC.,  CHL  Mortgage   Pass-Through   Trust  1998-16,  Mortgage
   Pass-Through Certificates, Series 1998-16).

                                  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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<PAGE>

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 1998-16.

         In  connection  with  the  offering  of  the  Mortgage   Pass-Through
Certificates,   Series  1998-16,   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 August 28, 1998.



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*  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 August 26, 1998, of CWMBS, Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1998-16.

<PAGE>

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 August 28, 1998.

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

<PAGE>

                                  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:  August 26, 1998

<PAGE>

Exhibit Index


Exhibit                                                                  Page

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

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

<PAGE>

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



                                                              August 26, 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 1998-16
                     Mortgage Pass-Through Certificates, Series 1998-16



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 August 26, 1998 in paper on Form SE.


                                          Very truly yours,

                                          /s/ Amy Sunshine

                                          Amy Sunshine


Enclosure



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