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


              Delaware                                  36-7205113
--------------------------------------    ------------------------------------
(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-C (the  "Trust Fund") formed pursuant to the
pooling and servicing agreement dated as of August 22, 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-C  (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 sixteen 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 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 15, 1997             Monthly Report sent  to certificate
                                          holders  with   the  October   1997
                                          distribution

             November 15, 1997            Monthly Report sent  to certificate
                                          holders  with  the   November  1997
                                          distribution

             December 15, 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.,  REVOLVING  HOME EQUITY  LOAN ASSET  BACKED
                     CERTIFICATES, SERIES 1997-C

                     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 
             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.
                         REVOLVING HOME EQUITY LOAN 
                   ASSET BACKED CERTIFICATES, SERIES 1997-C


    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