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:  333-11095
                                               ---------


                                 CWABS, Inc.
                   Asset-Backed Certificates, Series 1997-3
                   ----------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                                  13-3969868
---------------------------------         ------------------------------------
(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
                                                             ----

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., Asset-Backed Certificates,
Series 1997-3 (the "Trust Fund") formed pursuant to the pooling and servicing
agreement dated as of August 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 Bank of
New York, as trustee (the "Trustee"), for the issuance of the CWABS, Inc.,
Asset-Backed Certificates, Series 1997-3 (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
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 three 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.

                                   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 August 28, 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
             ----                         --------------

             October 27, 1997             Monthly Report sent to certificate
                                          holders with the October 1997
                                          distribution

             November 25, 1997            Monthly Report sent to certificate
                                          holders with the November 1997
                                          distribution

             December 26, 1997            Monthly Report sent to certificate
                                          holders with the December 1997
                                          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.

                                  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 1997-3
 
                          By: Countrywide Home Loans, Inc.,
                              as Master Servicer*


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

                          Date:  March __, 1998


                         
--------------------
*   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.


                                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 
             August 28, 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.
                   ASSET-BACKED CERTIFICATES, SERIES 1997-3


    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 3.17 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/ 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