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: 033-63714-80
                                             ------------


                                  CWABS, Inc.
                   Asset-Backed Certificates, Series 1998-2
                   ----------------------------------------
            (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      Countrywide Home Loans, Inc.
         4500 Park Granada
         Calabasas, California                             91302 
-------------------------------              --------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:   (818) 225-3240
                                                      --------------

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 
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, 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 which issued the CWABS, Inc., Asset-Backed Certificates,
Series 1998-2 (the "Trust Fund") formed pursuant to the pooling and servicing
agreement dated as of August 28, 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 the CWABS, Inc.,
Asset-Backed Certificates, Series 1998-2 (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").



<PAGE>


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.



<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)  At December 31, 1998, there were 3 holders of record of
        each 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.


<PAGE>


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.



<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 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 on or before the later
                of (i) May 31 of each year, beginning with May 31, 1999 or
                (ii) within 30 days of the issuance of the annual audited
                financial statements beginning with the audit for the period
                ending in 1999.

         (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 March 17, 1999).

                          Exhibit 99.1:  Annual Statement of the Master
                 Servicer.

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

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

                  October 26, 1998          Monthly Report sent to certificate 
                                            holders with the October 1998 
                                            distribution

                  November 25, 1998         Monthly Report sent to certificate 
                                            holders with the November 1998 
                                            distribution

                  December 28, 1998         Monthly Report sent to certificate
                                            holders with the December 1998 
                                            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.



<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., ASSET-BACKED CERTIFICATES,
                                  SERIES 1998-2

                                  By:  Countrywide Home Loans, Inc.,
                                       as Master Servicer*


                                  By:  /s/ David Walker          
                                      --------------------------
                                      Name:  David Walker
                                      Title: Executive Vice President

                                  Date:  March 30, 1999









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

*        This Report is being filed by the Master Servicer 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 dated 
        March 17, 1999) *

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












----------

*      Incorporated herein by reference.


<PAGE>


EXHIBIT 99.1


                         COUNTRYWIDE HOME LOANS, INC.


                             OFFICERS' CERTIFICATE
                    ANNUAL STATEMENT OF THE MASTER SERVICER


                                  CWABS, INC.
                   ASSET-BACKED CERTIFICATES, SERIES 1998-2


         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 3.17 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: March 29, 1999        
----------------------------
Name:  Thomas H. Boone
Title: Managing Director,
         Portfolio Management



/s/ David M. Walker                          Dated:  March 29, 1999          
----------------------------
Name:  David M. Walker
Title: Executive Vice President