CWMBS INC
8-K, 1999-03-24
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): March 22, 1999

                          CWMBS,  Inc.,  (as  depositor  under the  Pooling and
                          Servicing  Agreement,  dated  as of  March  1,  1999,
                          providing  for  the  issuance  of  the  CWMBS,   Inc.
                          Mortgage Pass-Through Certificates, Series 1999-4).

                                  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
  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 1999-4, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), as the Underwriter of the Certificates, has prepared certain
materials (the "Merrill Lynch Computational Materials") for distribution to its
potential  investors.  Although the Company provided Merrill Lynch with certain
information  regarding the characteristics of the Mortgage Loans in the related
portfolio,  the Company did not  participate in the  preparation of the Merrill
Lynch 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
Merrill Lynch Computational Materials, listed as Exhibit 99.1 hereto, are filed
on Form SE dated March 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 March 22, 1999, of CWMBS,  Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1999-4.


<PAGE>


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

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1. Merrill Lynch  Computational  Materials filed on Form SE 
         dated March 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:  March 24, 1999


<PAGE>


                                 Exhibit Index

Exhibit                                                                  Page

99.1      Merrill Lynch Computational Materials filed on Form SE dated 
          March 24, 1999.


<PAGE>


                                  EXHIBIT 99.1

Merrill Lynch Computational  Materials filed on Form SE dated March 24, 1999.


<PAGE>


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

                                 March 24, 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 1999-4
                  Mortgage Pass-Through Certificates,
                  Series 1999-4
                  --------------------------------------


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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