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, 1998
                                      -----------------

                                      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: 333-40145-10
                                             ------------


                                  CWMBS, Inc.
               Mortgage Pass-Through Certificates, Series 1998-3
               -------------------------------------------------
            (Exact name of Registrant as specified in its charter)


         Delaware                                           95-4449516
--------------------------------             ---------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

c/o    The Bank of New York
       101 Barclay Street
       New York, New York                                   10286
--------------------------------             ---------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (212) 815-2007
                                                     -------------- 

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

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



<PAGE>


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 is not contained herein, and will 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 
stock held by non-affiliates of the Registrant:  Not applicable
                                                 --------------

Indicate the number of shares of common stock of the Registrant outstanding as
of December 31, 1998:  Not applicable
                       --------------


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

                                     * * *


         This Annual Report on Form 10-K (the "Report") is filed with respect
to the trust fund entitled CHL Mortgage Pass-Through Trust 1998-3 (the "Trust
Fund") formed pursuant to the pooling and servicing agreement dated as of
February 1, 1998 (the "Pooling and Servicing Agreement") among CWMBS, Inc., as
depositor (the "Company"), Countrywide Home Loans, Inc., as seller and master
servicer (the "Master Servicer"), and The Bank of New York, as trustee (the
"Trustee"), for the issuance of CWMBS, Inc., Mortgage Pass-Through
Certificates, Series 1998-3 (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 to the Company in
CWMBS, Inc. (February 3, 1994) (the "Relief Letter").



<PAGE>


PART I


ITEM 1.   BUSINESS

          Not applicable.  See the Relief Letter.

ITEM 2.   PROPERTIES

          Not applicable.  See the Relief Letter.

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.



<PAGE>


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)  As of December 31, 1998, there were 7 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.  See the Relief Letter.

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

          Not applicable.  See the Relief Letter.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Not applicable.  See the Relief Letter.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE

          None.


<PAGE>


PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Not applicable.  See the Relief Letter.

ITEM 11.  EXECUTIVE COMPENSATION

          Not applicable.  See the Relief Letter.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          (a)   Not applicable.  See the Relief Letter.

          (b)   Not applicable.  See the Relief Letter.

          (c)   Not applicable.  See the Relief Letter.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          (a)   Not applicable.  See the Relief Letter.


<PAGE>


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 (i) 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") and (ii) 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 attached 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. 33-63714)).

                                  Exhibit 3(ii):  Copy of Company's By-laws 
                  (Filed as an Exhibit to Registration Statement on Form S-3 
                  (File No. 33-63714)).

                                  Exhibit 4:  Pooling and Servicing Agreement 
                  (Filed as part of the Registrant's Current Report on Form 8-K
                  filed on March 20, 1998).

                               Exhibit 99.1:  Annual Statement of the Master
                  Servicer.



<PAGE>


                  (b) Current Reports on Form 8-K filed during the last
quarter ending December 31, 1998:


                  Date of Current Report        Item Reported
                  ----------------------        --------------
                  October 26, 1998        Monthly report sent to 
                                          Certificateholders with the
                                          October 1998 distribution

                  November 25, 1998       Monthly report sent to 
                                          Certificateholders with the
                                          November 1998 distribution

                  December 28, 1998       Monthly report sent to 
                                          Certificateholders with the
                                          December 1998 distribution


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

                  (d)    Not applicable.  See the Relief Letter.

         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
Letter.



<PAGE>


SIGNATURES

         Pursuant to the requirements of 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.

                               CWMBS, INC.,
                               MORTGAGE PASS-THROUGH CERTIFICATES, 
                               SERIES 1998-3

                               By:  The Bank of New York,
                                    as Trustee*


                               By:  /s/ Kelly Sheahan  
                                   --------------------------------
                                   Name:  Kelly Sheahan
                                          Title: Assistant Vice President

                               Date:  March 30, 1999








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

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



<PAGE>


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. 33-63714))  *

3(ii)      Company's By-laws (Filed as an Exhibit to Registration Statement 
           on Form S-3 (File No. 33-63714))  *

4          Pooling and Servicing Agreement (Filed as part of the
           Company's Current Report on Form 8-K filed on March 20, 1998) *

99.1       Annual Statement of the Master Servicer..........................12












----------

*    Incorporated herein by reference.


<PAGE>





                                 Exhibit 99.1
                                 -------------

<PAGE>


COUNTRYWIDE HOME LOANS, INC.


                             OFFICERS' CERTIFICATE
                    ANNUAL STATEMENT OF THE MASTER SERVICER


                                  CWMBS, INC.
               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-3


         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 3.16 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 calendar 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: 3/29/99              

THOMAS H. BOONE
MANAGING DIRECTOR,
  PORTFOLIO MANAGEMENT


/s/ David A. Spector                           Dated: 3/29/99              

DAVID A. SPECTOR
SENIOR VICE PRESIDENT