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, 1997
                                 -----------------

                                      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:  333-37539
                                               ---------


                                 CWABS, Inc.
     Revolving Home Equity Loan Asset Backed Certificates, Series 1997-D
     -------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                                  36-7214254
----------------------------------------  ------------------------------------
(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 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 stock held by  non-affiliates
of the Registrant:  Not applicable
                    --------------

State the number of  shares of common stock of the  Registrant outstanding as
of December 31, 1997:  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 1997-D (the  "Trust Fund") formed pursuant to the
pooling and servicing  agreement dated as of November  21, 1997 (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 1997-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, 1997,  there were two  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 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. 333-11095)).

                 Exhibit 3(ii):  Copy of  Company's By-laws (Filed as  an
                 Exhibit  to Registration Statement on Form S-3 (File No.
                 333-11095)).

                 Exhibit  4:  Pooling  and Servicing Agreement  (Filed as
                 part  of the  Registrant's  Current Report  on Form  8-K
                 dated November 25, 1997).

                 Exhibit 99.1:  Annual Statement of the Master Servicer.


         (b) Current  Reports  on Form  8-K  filed  during the  quarter ending
             December 31, 1997:

             Date                         Items Reported
             ----                         --------------


                                    NONE


        (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, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                     CWABS, INC., REVOLVING  HOME EQUITY
                     LOAN  ASSET   BACKED  CERTIFICATES,
                     SERIES 1997-D

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


                     By: /s/ Barbara Grosse                   
                         --------------------------------------
                         Name:  Barbara Grosse
                         Title: 

                     Date:  March __, 1998




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

*   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. 333-11095))  . . . . . . . . . . . . . . . . . . . . . . . . . *

3(ii)    Company's By-laws (Filed as an Exhibit to Registration
         Statement on Form S-3 (File No. 333-11095))  . . . . . . . . . . . *

4        Pooling and Servicing Agreement (Filed as part  of  the
         Company's Current Report on Form 8-K dated November  25,
         1997)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

99.1     Annual Statement of the Master Servicer  . . . . . . . . . . . . . 9




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

*   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 1997-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/ Kevin W. Bartlett                 Dated: March   , 1998      
--------------------                         --------------------
KEVIN W. BARTLETT
MANAGING DIRECTOR, 
  SECONDARY MARKETING


/s/ David M. Walker                   Dated: March   , 1998       
---------------------                        ---------------------
DAVID M. WALKER
EXECUTIVE VICE PRESIDENT