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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 25, 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 1998-17, Mortgage Pass-
Through Certificates, Series 1998-17).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4596514
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
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(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.
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Filing of Computational Materials
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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 1998-17.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-17, Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), as one of the underwriters
of the Underwritten Senior Certificates, has prepared certain
materials (the Merrill Lynch Computational Materials ) for
distribution to its potential investors. Credit Suisse First
Boston Corporation ("CSFB"), as one of the Underwriters of the
Certificates, has prepared certain materials (the "CSFB
Computational Materials") for distribution to their potential
investors. Although the Company provided Merrill Lynch and CSFB
with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, the Company did not
participate in the preparation of the Merrill Lynch Computational
Materials or the CSFB 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 Merrill Lynch
Computational Materials, listed as Exhibit 99.1 hereto and the
CSFB Computational Materials, listed as Exhibit 99.2 hereto are
filed on Form SE dated September 25, 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 September 23,
1998, of CWMBS, Inc., relating to its Mortgage Pass-Through
Certificates, Series 1998-17.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Merrill Lynch Computational Materials.
filed on Form SE dated September 25, 1998.
99.2 CSFB Computational Materials.
filed on Form SE dated September 25, 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
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Celia Coulter
Vice President
Dated: September 25, 1998
Exhibit Index
Exhibit Page
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99.1 Merrill Lynch Computational Materials
filed on Form SE dated September 25, 1998.
99.2 CSFB Computational Materials
filed on Form SE dated September 25, 1998.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
September 25, 1998
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1998-17
Mortgage Pass-Through Certificates, Series 1998-17
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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 25, 1998 in
paper on Form SE.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
