CWMBS INC
8-K, 1999-02-24
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): February 24, 1999


                CWMBS, INC., (as depositor under the Pooling and
                Servicing Agreement, dated as of February 1, 1999,
                providing for the issuance of the CWMBS, INC.,
                Mortgage Pass-Through Certificates, Series 1999-C).


                                  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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<PAGE>



Item 5.       Other Events.

Filing of Computational Materials
- ---------------------------------

         In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1999-C, Credit Suisse First Boston Corporation ("CSFB"),
as Underwriter of the Underwritten 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 February 24, 1999.



















- --------------------
*    Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated November 9, 1998 and the
prospectus supplement dated February 24, 1999, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1999-C.



<PAGE>



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 February 24, 1999.



<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:    February 24, 1999


<PAGE>



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


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

99.1.      CSFB Computational Materials filed on Form SE dated 
           February 24, 1999.


<PAGE>



                                 EXHIBIT 99.1
                                 ------------
                                                         
        CSFB Computational Materials filed on Form SE dated February 24, 1999.


<PAGE>



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



                                                    February 24, 1999


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 1999-C
                  --------------------------------------

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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