CWMBS INC
8-K, 1999-02-23
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 23, 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 1999-2).

                                   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


<PAGE>



Item 5.       Other Events.
- ----          ------------

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

     In connection with the offering of the Mortgage Pass-Through Certificates,
Series  1999-2,  Lehman  Brothers Inc.  ("Lehman"),  as an  Underwriter  of the
Certificates,   has  prepared  certain  materials  (the  "Lehman  Computational
Materials")  for  distribution to its potential  investors.  Also in connection
with the offering of the Mortgage  Pass-Through  Certificates,  Series  1999-2,
Countrywide   Securities   Corporation   ("CSC"),  as  an  Underwriter  of  the
Certificates,   has  prepared   certain   materials  (the  "CSC   Computational
Materials") for distribution to its potential  investors.  Although the Company
provided Lehman 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  Lehman   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
Lehman   Computational   Materials   and  the  CSC   Computational   Materials,
respectively  listed as Exhibit 99.1 and Exhibit 99.2 hereto, are filed on Form
SE dated February 23, 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 23, 1999, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1999-2.


<PAGE>


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

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

99.1. Lehman Computational Materials filed on Form SE dated February 23, 1999.

99.2. CSC Computational Materials filed on Form SE dated February 23, 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 23, 1999


<PAGE>


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

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

99.1      Lehman  Computational  Materials  filed on Form SE dated  
          February  23, 1999.

99.2      CSC Computational  Materials  filed on Form SE dated  
          February  23, 1999.


<PAGE>


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

     Lehman Computational Materials filed on Form SE dated February 23, 1999.


<PAGE>


                                  EXHIBIT 99.2
                                  -------------

     CSC Computational Materials filed on Form SE dated February 23, 1999.


<PAGE>


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

                               February 23, 1999

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 1999-2
                  Mortgage Pass-Through Certificates,
                  Series 1999-2
                  -----------------------------------

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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