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: 333-37539-05
                                              ------------

                                   CWABS, Inc.
               Mortgage Pass-Through Certificates, Series 1998-13
               --------------------------------------------------
             (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 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  1998-13 (the "Trust
Fund") formed  pursuant to the pooling and servicing  agreement dated as of June
1, 1998 (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 Bank of New York, as trustee (the "Trustee"),
for the issuance of CWABS,  Inc.,  Mortgage  Pass-Through  Certificates,  Series
1998-13  (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,  the relief  granted to CWMBS,  Inc.
(February 3, 1994) (collectively, the "Relief Letters").


<PAGE>


PART I

ITEM 1.  BUSINESS

         Not applicable in reliance on the the Relief Letters.

ITEM 2.  PROPERTIES

         Not applicable in reliance on the 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.


<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 five (5) 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 the Relief Letters.

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

         Not applicable in reliance on the the Relief Letters.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Not applicable in reliance on the the Relief Letters.

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 in reliance on the the Relief Letters.

ITEM 11. EXECUTIVE COMPENSATION

         Not applicable. See the Relief Letter.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


<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. 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 filed
                    on July 16, 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 in reliance on the 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.


<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.

                                CWABS, INC.,
                                MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 1998-13

                                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. 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 filed on July 16, 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


                                   CWABS, INC.
               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-13

     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 M. Walker                                  Dated: 3/29/99

DAVID M. WALKER
EXECUTIVE VICE PRESIDENT