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 19, 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-D).


                                  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)



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       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-D, 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 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 19, 1999, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1999-D.



<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 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 19, 1999


<PAGE>


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



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

99.1.    CSFB Computational Materials filed on Form SE dated             6  
         February 23, 1999.                                                   


<PAGE>


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

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




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