UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                    ------

                                   FORM 10-K

(Mark One)

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

         For the fiscal year ended:  December 31, 1999
                                     -----------------

                                      OR

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

         For the transition period from               to
                                        -------------    ------------

                     Commission file number: 333-84365-02


                                  CWABS, Inc.
      Revolving Home Equity Loan Asset Backed Certificates, Series 1999-D
      -------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


     Delaware                                          95-4596514
------------------------------------       ----------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

c/o      The First National Bank of Chicago
         Corporate Trust Services Division
         One North State Street, 9th Floor
         Chicago, Illinois                                  60670
--------------------------------------------      --------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:   (312) 407-1902
                                                      --------------

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

Securities registered pursuant to Section 12(g) of the Act:  None
                                                             ----


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
                                                   --    --

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant:  Not applicable

State the number of shares outstanding of each of the registrant's classes of
common stock, as of December 31, 1999:  Not applicable


DOCUMENTS INCORPORATED BY REFERENCE

                               None.

                               *        *         *


         This Annual Report on Form 10-K (the "Report") is filed with respect
to the trust fund which issued the CWABS, Inc., Revolving Home Equity Loan
Asset Backed Certificates, Series 1999-D (the "Trust Fund") formed pursuant to
the pooling and servicing agreement dated as of November 29, 1999 (the
"Pooling and Servicing Agreement") among CWABS, Inc., as depositor (the
"Company"), Countrywide Home Loans, Inc., as seller and master servicer (the
"Master Servicer"), and The First National Bank of Chicago, as trustee (the
"Trustee"), for the issuance of the CWABS, Inc., Revolving Home Equity Loan
Asset Backed Certificates, Series 1999-D (the "Certificates"). Certain
information otherwise required to be included in this Report by the
Instructions to Form 10-K has been omitted in reliance on the relief granted
by the Commission to other companies in similar circumstances, including, but
not limited to, the relief granted to CWMBS, Inc. (February 3, 1994)
(collectively, the "Relief Letters").


                                    PART I


ITEM 1.  BUSINESS

         Not applicable in reliance on the Relief Letters.

ITEM 2.  PROPERTIES

         Not applicable in reliance on the Relief Letters.

ITEM 3.  LEGAL PROCEEDINGS

         There were no material pending legal proceedings relating to
         the Trust Fund to which any of the Trust Fund, the Trustee,
         the Master Servicer or the Company was a party or of which
         any of their respective properties was the subject during
         the fiscal year covered by this Report, nor is the Company
         aware of any such proceedings contemplated by governmental
         authorities.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of Certificateholders, and
         no Certificateholder consent was solicited during the fiscal
         year covered by this Report.


                                    PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a)   There is no established public trading market for the
         Certificates.

         (b)   At December 31, 1999, there were less than 300 holders of record
         of the Certificates.

         (c)   Not applicable.  (Information as to distributions to
         Certificateholders is provided in the Registrant's monthly filings on
         Form 8-K.)

ITEM 6.  SELECTED FINANCIAL DATA

         Not applicable in reliance on the Relief Letters.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Not applicable in reliance on the Relief Letters.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Furnish the information required by Item 305 of Regulation S-K
         (ss.229.305 of this chapter). [Added in Release No. 34-38223
         (P. 72,448), January 31, 1997, effective April 11, 1997, 62 F.R.
         6044.]

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Not applicable in reliance on the Relief Letters.

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

         Not applicable in reliance on the Relief Letters.

ITEM 11. EXECUTIVE COMPENSATION

         Not applicable.  See the Relief Letters.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)    Not applicable in reliance on the Relief Letters.

         (b)    Not applicable in reliance on the Relief Letters.

         (c)    Not applicable in reliance on the Relief Letters.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)    Not applicable in reliance on the Relief Letters.


                                    PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                            (a) (1) Pursuant to the Pooling
                                    and Servicing Agreement, the Master
                                    Servicer is required to deliver an annual
                                    statement as to compliance with the
                                    provisions of the Pooling and Servicing
                                    Agreement and certain other matters (the
                                    "Annual Statement of the Master
                                    Servicer"). The Master Servicer is also
                                    required to cause a firm of independent
                                    public accountants to deliver an annual
                                    report as to compliance with the servicing
                                    provisions of the Pooling and Servicing
                                    Agreement (the "Annual Report of the Firm
                                    of Accountants"). The Annual Statement of
                                    the Master Servicer is included as Exhibit
                                    99.1 to this Report. The Annual Report of
                                    the Firm of Accountants is required to be
                                    delivered not later than 120 days after
                                    the end of the Master Servicer's fiscal
                                    year. The Registrant hereby undertakes to
                                    file the Annual Report of the Firm of
                                    Accountants as an Exhibit to a Form 10-K/A
                                    amending this Form 10-K promptly following
                                    the date on which such report becomes
                                    available.

                           (2)      Not applicable.

                           (3)      The required exhibits are as follows:

                                              Exhibit 3(i):  Copy of Company's
                                    Certificate of Incorporation (Filed as an
                                    Exhibit to Registration Statement on
                                    Form S-3 (File No. 33-11095)).

                                              Exhibit 3(ii):  Copy of Company's
                                    By-laws (Filed as an Exhibit to
                                    Registration Statement on Form S-3 (File
                                    No. 33-11095)).

                                              Exhibit 4:  Pooling and Servicing
                                    Agreement (Filed as part of the
                                    Registrant's Current Report on Form 8-K
                                    dated November 30, 1999).

                                              Exhibit 99.1:  Annual Statement
                                    of the Master Servicer.

                                              Exhibit 99.2:. Annual Report of
                                    the Firm of Accountants


                  (b)      Current Reports on Form 8-K filed during the quarter
                  ending December 31, 1999:

                           Date             Items Reported

                October 15, 1999            Monthly Report sent to
                                            certificateholders with the
                                            October 1999 distribution

                November 15, 1999           Monthly Report sent to
                                            certificateholders with the
                                            November 1999 distribution

                December 15, 1999           Monthly Report sent to
                                            certificateholders with the
                                            December 1999 distribution


                  (c)      See subparagraph (a)(3) above.

                  (d)      Not applicable.  See the Relief Letters.

         SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

         No such annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders. See the Relief
Letters.


                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.

                              CWABS, INC.,
                              REVOLVING HOME EQUITY LOAN ASSET BACKED
                              CERTIFICATES, SERIES 1999-D

                              By:  The First National Bank of Chicago,
                                   as Trustee*


                              By:  /s/ Barbara G. Grosse
                                 -----------------------------------------
                                 Name:  Barbara G. Grosse
                                 Title: Vice President and Assistant Secretary

                            Date: March 15, 2000









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

*        This Report is being filed by the Trustee on behalf of the Trust
         Fund. The Trust Fund does not have any officers or directors.


                                 EXHIBIT INDEX


                                                                    Sequential
Exhibit  Document                                                 Page Number


3(i)           Company's Certificate of Incorporation (Filed as an Exhibit to
           Registration Statement on Form S-3 (File No. 33-11095)) *

3(ii)          Company's By-laws (Filed as an Exhibit to Registration Statement
           on Form S-3 (File No. 33-11095)) *

4              Pooling and Servicing Agreement (Filed as part of the Company's
           Current Report on Form 8-K dated November 30, 1999) *

99.1           Annual Statement of the Master Servicer......................11











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

*        Incorporated herein by reference.

                                 EXHIBIT 99.1


                         COUNTRYWIDE HOME LOANS, INC.


                             OFFICERS' CERTIFICATE
                    ANNUAL STATEMENT OF THE MASTER SERVICER


                                  CWABS, INC.
                          REVOLVING HOME EQUITY LOAN
                   ASSET BACKED CERTIFICATES, SERIES 1999-D


         The undersigned do hereby certify that they are each an officer of
Countrywide Home Loans, Inc. (the "Master Servicer") and do hereby further
certify pursuant to Section 3.09 of the Pooling and Servicing Agreement for
the above-captioned Series (the "Agreement") that:

         (i) A review of the activities of the Master Servicer during the
         preceding fiscal year and of the performance of the Master Servicer
         under the Agreement has been made under our supervision; and

         (ii) To the best of our knowledge, based on such review, the Master
         Servicer has fulfilled all its obligations under the Agreement
         throughout such year.




/s/ Thomas H. Boone                                  Dated:  March 15, 2000
---------------------------
Name:  Thomas H. Boone
Title: Managing Director,
         Portfolio Management




/s/ Michael Muir                                     Dated:  March 15, 2000
------------------------
Name:  Michael Muir
Title: Senior Vice President