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 1999-3).


                                  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  1999-3,  Lehman  Brothers Inc.  ("Lehman"),  as the  Underwriter of the
Certificates,   has  prepared  certain  materials  (the  "Lehman  Computational
Materials") for distribution to its potential  investors.  Although the Company
provided Lehman 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.

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,  listed as Exhibit 99.1 hereto,  are filed on
Form SE dated February 23, 1999.















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*  Capitalized  terms  used and not  otherwise  defined  herein  shall have the
meanings  assigned to them in the  prospectus  dated  February 23, 1999 and the
prospectus  supplement dated November 9, 1998, of CWMBS, Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1999-3.



<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.



<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.




<PAGE>



                                  EXHIBIT 99.1

 Lehman  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 1999-3
                  Mortgage Pass-Through Certificates,
                  Series 1999-3
                  --------------------------------------


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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