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: 333-45887-13
                                             ------------


                                  CWMBS, Inc.
              Mortgage Pass-Through Certificates, Series 1998-11
            ------------------------------------------------------
            (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 1998-11 (the "Trust
Fund") formed pursuant to the pooling and servicing agreement dated as of May
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 1998-11 (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 seven (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 July 13, 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 1998-11

                                     By:   The Bank of New York,
                                           as Trustee*


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

                                     Date: March 30, 1999








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*    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 July 13,
          1998) *

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










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*    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 1998-11

     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,
 PORTGFOLIO MANAGEMENT


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

DAVID A. SPECTOR
SENIOR VICE PRESIDENT