SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-K

                          -----------------------------

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                     For Fiscal Year Ended December 31, 1998
                         Commission File Number 33-42666

                 COLLATERALIZED MORTGAGE SECURITIES CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                  <C>
                  Maryland                                          13-3251782
----------------------------------------------       ------------------------------------
(State or other jurisdiction of incorporation)       (I.R.S. Employer Identification No.)


    11 Madison Avenue, New York, New York                              10010
   ----------------------------------------                          ----------
   (Address of principal executive offices)                          (Zip Code)
</TABLE>

Registrant's telephone number, including area code                  212-325-1811
                                                                    ------------

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

<TABLE>
<CAPTION>
       Title of                                   Number of shares outstanding
      each class                                     As of December 31, 1998
      ----------                                  ----------------------------
<S>                                               <C>
      Common Stock                                          10,000
par value $0.01 per share
</TABLE>

As of March 26, 1999 none of the Registrant's Common Stock was held by
non-affiliates.

Number of shares outstanding of the Registrant's Common Stock as of March 26,
1999 - 10,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 Yes  X    No
     ---      ---

<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                                      INDEX

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                          Number
                                                                                          ------
<S>                                                                                       <C>
PART I

         Item  1.   Business                                                                  3
         Item  2.   Properties                                                                6
         Item  3.   Legal Proceedings                                                         6
         Item  4.   Submission of Matters to a Vote of Security Holders                       6

PART II

         Item  5.   Market for Registrant's Common Equity and Related
                         Stockholder Matters                                                  6
         Item  6.   Selected Financial Data                                                   6
         Item  7.   Management's Discussion and Analysis of Financial
                         Condition and Results of Operations                                  7
         Item  7a.  Quantitative and Qualitative Disclosures
                         About Market Risk                                                    7
         Item  8.   Financial Statements and Supplementary Data                               8
         Item  9.   Changes in and Disagreements with Accountants on
                         Accounting and Financial Disclosure                                 15

PART III

         Item  10.  Directors and Executive Officers of the Registrant                       15
         Item  11.  Executive Compensation                                                   15
         Item  12.  Security Ownership of Certain Beneficial Owners
                         and Management                                                      15
         Item  13.  Certain Relationships and Related Transactions                           15

PART IV

         Item  14.  Exhibits, Financial Statement Schedules, and Reports
                         on Form 8-K                                                         16
SIGNATURES                                                                                   18
INDEX TO EXHIBITS                                                                            19
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                          21
</TABLE>


                                     Page 2
<PAGE>

PART I

Item 1. Business

     Collateralized Mortgage Securities Corporation (the "Company") is a wholly
     owned subsidiary of Credit Suisse First Boston Management Corporation
     ("FBSC"), which is a wholly owned subsidiary of Credit Suisse First Boston,
     Inc., a privately owned holding company.

     The Company was organized on January 29, 1985 as a Maryland corporation.
     The Company was organized to issue and sell Collateralized Mortgage
     Obligations (the "Bonds") backed by mortgage-backed certificates (the
     "Certificates") issued and guaranteed as to principal and interest by the
     Government National Mortgage Association ("GNMA"), the Federal National
     Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
     ("FHLMC") and/or mortgage loans and participations therein.

     On December 22, 1988, FBSC contributed all of the outstanding shares of
     common stock of Asset Backed Securities Corporation ("ABSC") to the
     Company. As a result ABSC became a wholly owned subsidiary of the Company.
     The transaction was accounted for as a combination of entities under common
     control. ABSC was organized to issue notes collateralized by receivables
     from (i) retail automotive installment sale contracts, loans or leases,
     (ii) consumer or commercial loans or leases, (iii) residential or
     commercial mortgages or leases, (iv) pass-through certificates evidencing
     fractional undivided ownership interests in trusts or pools of receivables,
     or (v) any combination thereof. The Company does not guarantee the asset
     backed obligations of ABSC if a default of their respective notes occurs.

     Prior to March 29, 1985, the Company had not commenced operations except
     for organizational matters. During the period from March 29, 1985 to April
     28, 1986 the Company issued Series A, Series B, Series C, Series D, Series
     E, Series F, Series G and Series H of the Bonds totaling $2,225,000,000,
     aggregate principal amount. The Company backed such Bonds with the purchase
     of Certificates, which approximated $2,225,000,000, from Credit Suisse
     First Boston Corporation, a wholly owned subsidiary of Credit Suisse First
     Boston, Inc. simultaneously with the issuance of the Bonds, which
     represented obligations solely of the Company.


                                     Page 3
<PAGE>

Item 1. Business (Continued)

     On April 30, 1986, the Company deposited substantially all of its assets
     and related liabilities into Collateralized Mortgage Securities Trust (the
     "Trust"), a trust formed under the laws of the state of Delaware pursuant
     to a deposit trust agreement (the "Deposit Trust Agreement") dated as of
     April 30, 1986, between the Company and Wilmington Trust Company, as owner
     trustee (the "Owner Trustee").

     Such assets and related liabilities included the Certificates, accrued
     interest receivable, trustee collection accounts, deferred debt issuance
     costs, the Bonds and accrued interest payable. In accordance with the
     Deposit Trust Agreement, the Owner Trustee issued to the Company
     participations representing 100% of the beneficial interest in the Trust
     and assumed the liability of the Company on its outstanding Bonds.
     Simultaneously with this deposit into the Trust, the Company sold the
     participations.

     The Company recorded the issuance of Series I, J, K, L, M, N, P, Q, R, S,
     T, U, V, W, X and Y of the Bonds during 1987, Series 1988-1 through 1988-19
     during 1988, Series 1989-1 through 1989-3 during 1989, Series 1990-1
     through 1990-8 during 1990, Series 1991-1 through 1991-9 during 1991 and
     Series 1992-1 through 1992-3 during 1992. Each of these issuances has been
     accounted for as a sale of the Certificates; accordingly, the Bonds and the
     related Certificates do not appear on the Company's Consolidated Balance
     Sheets.

     The Company recorded no issuances in 1993, or thereafter.


                                     Page 4
<PAGE>

Item 1. Business (Continued)

     Prior to October 30, 1986, ABSC had not commenced operations except for the
     conduct of organizational matters. During the period from October 30, 1986
     to December 3, 1987 ABSC issued Series 1 through Series 6 of Asset Backed
     Obligations (the "Notes") totaling $5,883,951,000 aggregate principal
     amount. ABSC backed the Notes with the purchase (indirectly through FBSC)
     of retail automotive installment sale contracts (the "Receivables")
     purchased from General Motors Acceptance Corporation, General Electric
     Credit Corporation and BMW Credit Corporation.

     During 1987 and 1988 ABSC deposited substantially all of its assets and
     related liabilities into FBC Asset Securities Trust 1 and Asset Securities
     Trust 2, respectively, trusts formed under the laws of the state of
     Delaware pursuant to trust agreements between ABSC and Wilmington Trust
     Company as owner trustee. Such assets and related liabilities consisted of
     the Receivables, accrued interest receivable, trustee collection accounts,
     deferred debt issuance costs, limited guarantees of payments under the
     Receivables up to a limited amount, guaranteed investment contracts, the
     Notes and accrued interest payable. In accordance with the trust agreements
     the owner trustee issued trust certificates to ABSC representing 100%
     undivided beneficial interest in the trusts. On January 30, 1987, February
     12, 1987 and January 21, 1988, ABSC, through private placements, sold 100%
     of its beneficial interests in the residual cash flows of the trusts.

     On December 15, 1990 and November 15, 1992, FBC Asset Securities Trust 1
     and Asset Securities Trust 2, respectively, distributed the final payments
     to its bondholders and beneficial interest owners.

     ABSC sold Series 7 of the Notes on April 17, 1990, representing
     $609,280,000 aggregate principal amount. The Notes were secured by a pool
     of retail automotive installment sale contracts (the "Receivables"). This
     issuance has been accounted for as a sale of the Receivables; accordingly,
     the Notes and the related Receivables do not appear on the Company's
     Consolidated Balance Sheets.


                                     Page 5
<PAGE>

Item 2. Properties

     The Company neither owns nor leases any physical properties.

Item 3. Legal Proceedings

     The Company is not a party to any material actual or pending legal
     proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders during the
     year ended December 31, 1998.


                                     Page 6
<PAGE>

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     As of March 26, 1999 all outstanding shares of the Company's common stock
     are owned indirectly by Credit Suisse First Boston, Inc. and are not traded
     in any stock exchange or in the over-the-counter market.

Item 6. Selected Financial Data

     Selected financial data is omitted because the information is in the
     consolidated financial statements or notes thereto included herein.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     The consolidated financial statements present the consolidated financial
     position and results of operations of Collateralized Mortgage Securities
     Corporation and its wholly owned subsidiary, Asset Backed Securities
     Corporation.

     The principal activities of the Company and ABSC include (i) issuing and
     selling collateralized mortgage obligations and asset backed obligations
     (the "Bonds") and acquiring, owning, holding and pledging mortgage-backed
     securities and receivables, (ii) conveying or transferring all or any
     portion of the Companies' rights, title or interest in the Bonds to various
     entities including trusts and (iii) creating, acquiring, owning and selling
     residual interests in such entities.

     Results of Operations

     For the years ended December 31, 1998, 1997 and 1996 the Company recorded
     no issuances.

     All gains and losses are recognized by FBSC in each transaction.

     Liquidity and Capital Resources

     The Company and ABSC utilize FBSC to facilitate the settlement of all
     transactions and maintain all excess cash with FBSC. Such cash is available
     from FBSC on demand and does not earn interest.

     Year 2000 Issue

     The Year 2000 Issue arises because many computerized systems use two
     digits rather than four to identify the year. Date-sensitive systems may
     recognize the year 2000 as 1900 or some other date, resulting in errors
     when information using year 2000 dates is processed. In addition, similar
     problems may arise in some systems, which use certain dates in 1999 to
     represent something other than a date. The effects of Year 2000 Issues may
     be experienced before, on, or after January 1, 2000, and, if not addressed,
     the impact on operations and financial reporting may range from minor
     errors to significant systems failure, which could affect a company's
     ability to conduct normal business operations. The potential impact of the
     Year 2000 Issue on the company is being addressed by Credit Suisse First
     Boston, Inc., which has a contingency plan in place. It is not possible to
     be certain that all aspects of the Year 2000 Issue affecting the Company,
     including those related to the efforts of customers or other third parties,
     will be fully resolved.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

     Not Applicable.


                                     Page 7
<PAGE>

Item 8. Financial Statements and Supplementary Data

<TABLE>
<CAPTION>
          INDEX TO FINANCIAL STATEMENTS                                         Page
                                                                                ----
<S>                                                                             <C>
          Independent Auditors' Report                                            9

          Consolidated Balance Sheets as of December 31, 1998 and 1997           10

          Consolidated Statements of Operations for the Years Ended
          December 31, 1998, 1997 and 1996                                       11

          Consolidated Statements of Changes in Stockholder's Equity for
          the Years Ended December 31, 1998, 1997 and 1996                       11

          Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1998, 1997 and 1996                                       12

          Notes to Consolidated Financial Statements                             13

          Consolidated financial statement schedules are omitted because
          they are either not required, inapplicable, or the information
          is included in the consolidated financial statements or notes
          thereto.
</TABLE>


                                     Page 8
<PAGE>

                          Independent Auditors' Report



The Board of Directors
Collateralized Mortgage Securities Corporation:


We have audited the accompanying consolidated balance sheets of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1998 and 1997,
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1998 and 1997,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.



/s/ KPMG LLP


New York, New York
March 26, 1999


                                     Page 9
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                             December 31,
                                                                  1998                          1997
                                                           --------------------          --------------------
                                                            (In thousands, except par value and share data)
<S>                                                        <C>                           <C>
Assets

Cash                                                              $12                           $12
Receivable from Credit Suisse First Boston                                                      
   Management Corporation                                           1                             1
                                                              -------                       -------
                                                                                                
          Total Assets                                            $13                           $13
                                                              =======                       =======
                                                                                                
                                                                                                
Liabilities and Stockholder's Equity                                                            
                                                                                                
Accrued expenses                                                  $ -                           $ -
                                                              -------                       -------
                                                                                                
          Total Liabilities                                         -                             -
                                                              -------                       -------
                                                                                                
                                                                                                
Stockholder's Equity:                                                                           
     Common stock and paid in capital, $.01 par value                                           
         (authorized 15,000,000 shares; issued 10,000                                           
              shares)                                              13                            13
                                                              -------                       -------
                                                                                                
          Total Liabilities and Stockholder's Equity              $13                           $13
                                                              =======                       =======
</TABLE>                                                                     


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 10
<PAGE>



          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                             1998               1997              1996
                                                             ----               ----              ----
                                                                          (in thousands)
<S>                                                       <C>                <C>               <C>
Revenues:
     Commitment fee and miscellaneous income                      -          $      -          $       -
                                                          ---------          --------          ---------


Expenses:
     General and administrative expenses               
                                                                  -                 -                  -
                                                          ---------          --------          ---------

                                                                  -                 -                  -
                                                          ---------          --------          ---------

Income from operations before income taxes                        -                 -                  -

Income taxes                                           
                                                                  -                 -                  -
                                                          ---------          --------          ---------
Net income                                                $       -          $      -          $       -
                                                          =========          ========          =========
</TABLE>



          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY


<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                             1998               1997              1996
                                                                          (in thousands)
<S>                                                       <C>                <C>               <C>


Net income                                                $       -           $     -          $       -
                                                          ---------           -------          ---------

Balance at beginning of year                                      -                 -                  -
            
Dividends paid                                                   13                13              1,213
                                                                  -                 -             (1,200)
                                                          ---------           -------          ---------
Balance at end of year                                    $      13           $    13          $      13
                                                          =========           =======          =========
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 11
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                           1998                1997              1996
                                                           ----                ----              ----
                                                                         (in thousands)
<S>                                                       <C>                 <C>              <C>
Cash Flows from Operating Activities:

Net income                                                $       -           $     -          $       -
Adjustments to reconcile net income
     to net cash (used for) provided by
     operating activities:
     Decrease in receivable from
          Credit Suisse First Boston Management
              Corporation                                         -                 -              1,200
                                                          ---------           -------          ---------
Net Cash Provided by Operating Activities                         -                 -              1,200
                                                          ---------           -------          ---------

Cash Flows From Financing Activities:
Net proceeds from (payments for):
   Dividends paid                                                 -                 -             (1,200)
                                                          ---------           -------          ---------
Net Cash Used for Financing Activities                            -                 -             (1,200)
                                                          ---------           -------          ---------
Net change in cash                                                -                 -                  -
Cash at beginning of year                                        12                12                 12
                                                          ---------           -------          ---------
Cash at end of year                                       $      12           $    12          $      12
                                                          =========           =======          =========
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 12
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

     The consolidated financial statements include the accounts of
     Collateralized Mortgage Securities Corporation (the "Company") and its
     wholly owned subsidiary, Asset Backed Securities Corporation ("ABSC"). All
     material intercompany accounts and transactions have been eliminated in
     consolidation.

2.   Description of business

     The Company was organized on January 29, 1985 as a Maryland corporation.
     The Company was organized to issue and sell Collateralized Mortgage
     Obligations (the "Bonds") backed by mortgage-backed certificates (the
     "Certificates") issued and guaranteed as to principal and interest by the
     Government National Mortgage Association ("GNMA"), the Federal National
     Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
     ("FHLMC") and/or mortgage loans and participations therein. ABSC was
     organized to issue notes collateralized by receivables from (i) retail
     automotive installment sale contracts, loans or leases, (ii) consumer or
     commercial loans or leases, (iii) residential or commercial mortgages or
     leases, (iv) pass-through certificates evidencing fractional undivided
     ownership interests in trust(s) or pool(s) of receivables, or (v) any
     combination thereof.

     On December 22, 1988, Credit Suisse First Boston Management Corporation
     (formerly CS First Boston Securities Corporation) ("FBSC"), the parent
     company of the Company contributed all of the issued and outstanding stock
     of ABSC to the Company. For financial statement purposes the transaction
     has been recorded as a combination of entities under common control. The
     Company does not guarantee the asset backed obligations of ABSC upon a
     default of the Notes.

     FBSC is a wholly owned subsidiary of Credit Suisse First Boston, Inc., a
     privately owned holding company.

     During 1992, the Company issued Series 1992-1 through Series 1992-3 of
     Bonds totaling $1,100,000,000 aggregate principal amount. During 1991, the
     Company issued Series 1991-1 through Series 1991-9 of Bonds totaling
     $3,931,000,000 aggregate principal amount. Each of these issuances has been
     accounted for as a sale of the Certificates; accordingly, the Bonds and the
     related Certificates do not appear on the Company's Consolidated Balance
     Sheets. The Company has not recorded any issuances since 1992.


                                     Page 13
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   Description of business (continued)


     During the period from October 30, 1986 to December 3, 1987 ABSC issued
     Series 1 through Series 6 of Asset Backed Obligations (the "Notes")
     totaling $5,883,951,000 aggregate principal amount. During 1987 and 1988
     ABSC deposited substantially all of its assets and related liabilities into
     FBC Asset Securities Trust 1 and Asset Securities Trust 2, respectively,
     trusts formed under the laws of the state of Delaware, pursuant to trust
     agreements between ABSC and Wilmington Trust Company as owner trustee. The
     trusts had assumed all of ABSC's duties and obligations under the
     indentures relating to the Notes, including the obligation to pay
     outstanding principal and interest.

3.   Summary of significant accounting policies

     The Company and ABSC utilize FBSC to facilitate the settlement of all
     transactions and maintain all excess cash with FBSC. Such cash is available
     from FBSC on demand and does not earn interest. All gains and losses are
     recognized by FBSC on each transaction.

     Certain expenses are paid on behalf of the Company by Credit Suisse First
     Boston, Inc.

     The Company is included in the consolidated federal and combined state and
     local income tax returns of Credit Suisse First Boston, Inc. The amount of
     income tax expense is computed on a separate company basis and allocated by
     Credit Suisse First Boston, Inc. to FBSC on behalf of the Company.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.


                                     Page 14
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

     None.


PART III

Item 10. Directors and Executive Officers of the Registrant

     The directors and the executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                   NAME                   AGE                TITLE                 DATE ELECTED
                   ----                   ---                -----                 ------------
<S>                                       <C>      <C>                             <C>
       Gina Hubbell                       42       President and Director            03/13/97
       Rhonda G. Matty                    40       Assistant Secretary               08/24/94
       Zev Kindler                        35       Treasurer                         11/10/98
       Thomas A. DeGennaro                44       Director of Taxes                 06/29/90
       Thomas M. Zingalli                 40       Controller and Principal          08/05/94
                                                   Accounting Officer
</TABLE>

Item 11. Executive Compensation

     No compensation was paid by the Company to persons who were directors,
     officers or employees of the Company and its subsidiary for their services
     as directors or officers of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Not applicable.

Item 13. Certain Relationships and Related Transactions

     Not applicable.


                                     Page 15
<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-k

     (a)  The following documents are filed as part of this report:

          (1)  Financial Statements:

               The financial statements and notes to the financial statements
               appear on pages 10 through 14. The Report of Independent
               Auditors, KPMG LLP, pertaining to the 1998, 1997 and 1996
               financial statements appears on page 9.

          (2)  Financial Statement Schedules:

               Consolidated Financial Statement Schedules are omitted because
               they are either not required, inapplicable, or the information is
               included in the consolidated financial statements or notes
               thereto.

          (3)  Exhibits:

               Indentures (incorporated by reference to Exhibit 1 of Company's
               Form 8-K dated October 28, 1988 for Series 1988-14 and 1988-15
               and dated November 30, 1988 for Series 1988-17), dated as of
               January 1, 1987 as amended by Amendment No. 1 dated as of April
               30, 1987 and Amendment No. 2 dated as of October 15, 1987, as
               amended and restated as of August 1, 1988, between the Company
               and State Street Bank and Trust Company, as Trustee.

               Series 1988-14 and Series 1988-15 Supplements to Indenture
               (incorporated by reference to Exhibit 2 of Company's Form 8-K
               dated October 28, 1988) dated as of October 28, 1988, between the
               Company and State Street Bank and Trust Company, as Trustee.

               Series 1988-17 Supplement to Indenture (incorporated by reference
               to Exhibit 2 of Company's Form 8-K dated November 30, 1988) dated
               as of November 30, 1988, between the Company and State Street
               Bank and Trust Company, as Trustee.

               Articles of Incorporation of the Company as amended as of January
               7, 1986 (incorporated by reference to Exhibit 3.1 of the
               Company's Form S-3 Registration Statement dated January 31,
               1985).

               By-laws of the Company as amended and restated as of January 7,
          1986 (incorporated by reference to Exhibit 3.2 of the Company's Form
          S-3 Registration Statement dated January 31, 1985).


                                     Page 16
<PAGE>

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-k
          (continued)

          (3)  Exhibits (continued):

               Restated Certificate of Incorporation of Asset Backed Securities
               Corporation (incorporated by reference to Exhibit 3.1 of the
               Company's Form S-3 Registration Statement (No. 0-14811)).

               By-laws of Asset backed Securities Corporation (incorporated by
          reference to Exhibit 3.2 of the Company's Form S-3 Registration
          Statement (No. 33-7382)).

               Indenture, dated as of October 30, 1986, between Asset Backed
               Securities Corporation and State Street Bank and Trust Company,
               the Trustee (incorporated by reference to Exhibit 1 of the
               Current Report on Form 8-K dated October 30, 1986).

          (b)  Reports on Form 8-K

               None.

          (c)  Exhibits filed as part of this report are included in Item
               14(a)(3) above.


                                     Page 17
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 26th day of
March, 1999 .

                       COLLATERALIZED MORTGAGE SECURITIES
                                   CORPORATION


By: /s/ GINA HUBBELL                  
    ------------------------------
    Gina Hubbell
    President and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 26, 1999.


By:  /s/ RHONDA G. MATTY                    By: /s/ THOMAS M. ZINGALLI    
    ------------------------------              -------------------------------
    Rhonda G. Matty                             Thomas M. Zingalli  
    Assistant Secretary                         Controller and Principal
                                                Accounting Officer

By: /s/ THOMAS A. DEGENNARO                 By: /s/ ZEV KINDLER           
    ------------------------------              -------------------------------
    Thomas A. DeGennaro                         Zev Kindler
    Director of Taxes                           Treasurer


                                     Page 18
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                                    Description of Exhibit                                 Page
-------                                   ----------------------                                 ----
<S>               <C>                                                                            <C>
     1            Indenture dated as of January 1, 1987 as amended by Amendment
                  No. 1 dated as of April 30, 1987 and Amendment No. 2 dated as
                  of October 15, 1987, as amended and restated as of August 1,
                  1988, between the Company and State Street Bank
                  and Trust Company, as Trustee.                                                 **

     1            Indenture, dated as of October 30, 1986, between Asset Backed
                  Securities Corporation and State Street Bank and Trust Company,
                  the Trustee.                                                                   *****

     2            Series 1988-14 and 1988-15 Supplement to Indenture dated as
                  of October 28, 1988, between the Company and State Street Bank
                  and Trust Company, as Trustee.                                                 ***

     2            Series 1988-17 Supplement to Indenture dated as of November 30,
                  1988, between the Company and State Street Bank and Trust
                  Company, as Trustee.                                                           ****

     3.1          Articles of Incorporation of the Company as amended as of
                  January 7, 1986.                                                               *

     3.1          Restated Certificate of Incorporation of Asset Backed Securities
                  Corporation.                                                                   ******

     3.2          By-laws of the Company as amended and restated as of
                  January 7, 1986.                                                               *

     3.2          By-laws of Asset Backed Securities Corporation.                                *******
</TABLE>


                                     Page 19
<PAGE>


                          INDEX TO EXHIBITS (CONTINUED)

<TABLE>
<S>     <C>
*       Incorporated by reference to the same Exhibits in Registration Statement
        No. 0-13156 on Form 10 filed with the Securities and Exchange Commission
        on January 31, 1985.

**      Incorporated by reference to the same Exhibit in the Current Report on
        Form 8-K filed with the Securities and Exchange Commission on November
        14, 1988 for Series 1988-14 and 1988-15 and December 15, 1988 for Series
        1988-17.

***     Incorporated by reference to the same Exhibit in the Current Report on
        Form 8-K filed with the Securities and Exchange Commission on November
        14, 1988 for Series 1988-14 and 1988-15.

****    Incorporated by reference to the same Exhibit in the Current Report on
        Form 8-K filed with the Securities and Exchange Commission on December
        15, 1988 for Series 1988-17.

*****   Incorporated by reference to the same Exhibits in the Current Report on
        Form 8-K filed with the Securities and Exchange Commission on November
        14, 1986.

******  Incorporated by reference to the same Exhibits in the Registration
        Statement No. 0-14811 of the Company's Form S-3 filed with the
        Securities and Exchange Commission on July 21,1986.

******* Incorporated by reference to the same Exhibits in the Registration
        Statement No. 33-7382 of the Company's Form S-3 filed with the
        Securities and Exchange Commission on November 12, 1986.
</TABLE>


                                     Page 20
<PAGE>


               Consent of Independent Certified Public Accountants



The Board of Directors
Collateralized Mortgage Securities Corporation:

We consent to incorporation by reference in the registration statement No.
33-42666 on Form S-3 of Collateralized Mortgage Securities Corporation of our
report dated March 26, 1999 relating to the consolidated balance sheets of
Collateralized Mortgage Securities Corporation as of December 31, 1998 and 1997,
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report appears in the December 31, 1998, annual report
on Form 10-K of Collateralized Mortgage Securities Corporation.



/s/ KPMG LLP


New York, New York
March 26, 1999


                                     Page 21