CWMBS INC
8-K, 1998-04-28
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): April 24, 1998


          CWMBS,  INC.,  (as  depositor   under  the  Pooling   and
          Servicing Agreement, dated as of April 1, 1998, providing
          for  the  issuance  of the  CWMBS,  INC.,  Mortgage Pass-
          Through Certificates, Series 1998-6).


                                 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 1998-6.

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates, Series 1998-6, Credit Suisse First Boston Corporation ("CSFB"),
as  the underwriter  of the  Underwritten Senior  Certificates,  has prepared
certain  materials (the "CSFB  Computational Materials") for  distribution to
its potential  investors.   Although the Company  provided 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
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  CSFB Computational Materials,  listed as Exhibit
99.1 hereto, are filed on Form SE dated April 24, 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 April  24, 1998, of CWMBS, Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1998-6.


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 CSFB Computational Materials.
          filed on Form SE dated April 24, 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/ Nicholas Krsnich           
                                  -------------------------------
                                  Nicholas Krsnich
                                  Vice President


Dated:  April 27, 1998


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


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

99.1      CSFB Computational Materials
          filed on Form SE dated April 24, 1998.


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


                                        April 27, 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 1998-6                                  
          -----------------------------------------------


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, Exhibit  99.1 will be filed
on Tuesday, April 28, 1998 in paper on Form SE.


                                        Very truly yours,

                                        /s/ Amy Sunshine

                                        Amy Sunshine

Enclosure



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