SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)

         [X]      AMENDMENT NO. 1 TO 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: 333-63714-79
                                              ------------
                                   CWMBS, Inc.


               Mortgage Pass-Through Certificates, Series 1998-15
           ---------------------------------------------------------
             (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>


                                Amendment No. 1
         The  Registrant  hereby  amends its Annual  Report on Form 10-K for the
fiscal year ended December 31, 1998,  previously  filed with the Commission (the
"Annual  Report")  solely for the  purpose  of  including  Part IV,  Item 14 and
Exhibit 99.2, as a part of this report on Form 10-K.


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  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 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 Annual
                                    Report  of  the  Firm  of   Accountants   is
                                    attached as Exhibit 99.2 to this Report.


<PAGE>


SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this Amendment
No. 1 to the  Report to be signed on its  behalf by the  undersigned,  thereunto
duly authorized.

                                            CWMBS, INC.,
               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-15

                                            By:      The Bank of New York,
                                                     as Trustee*


                         By:      /s/ Franklin B. Austin             
                            -----------------------------------------
                             Name: Franklin B. Austin
                             Title: Assistant Vice President

Date:  May 7, 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
-----------------                                                 -----------

99.2   Annual Report of the Firm of Accountants..............................6



<PAGE>


                                  Exhibit 99.2
                                  ------------



<PAGE>


                                                          [Logo]
                                                          GRANT THORNTON LLP
Accountant and
Management Consultants
The US Member Firm of
Grant Thornton International


                REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S
            ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
             SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS


Board of Directors
Countrywide Credit Industries, Inc.


We have examined  management's  assertion about Countrywide  Credit  Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home  Loans,  Inc.)  ("the  Company")  compliance  with  the  minimum  servicing
standards  identified in the Mortgage Bankers  Association of America's  Uniform
Single  Attestation  Program for Mortgage  Bankers (USAP) as of and for the year
ended  February  28, 1999  included in the  accompanying  management  assertion.
Management  is  responsible  for the  Company's  compliance  with those  minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our opinion,  management's assertion that Countrywide Credit Industries, Inc.
and  Subsidiaries  (which includes  wholly-owned  subsidiary,  Countrywide  Home
Loans, Inc.) complied with the aforementioned  minimum servicing standards as of
and for the year ended  February  28,  1999 is fairly  stated,  in all  material
respects.


/s/ Grant Thornton LLP


Los Angeles, California
March 23, 1999

Suite 700
1000 Wilshire Blvd.
Los Angeles, CA  90017-2464
Tel: 213 627-1717
Fax: 213 624-6793


<PAGE>





                                                   [LOGO]

                                                   4500 Park Granada
                                                   Calabasas, California 91302
                                                   (818) 225-3000



March 23, 1999


Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017

Gentlemen:

As of and for the year ended February 28, 1999,  Countrywide  Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home Loans, Inc.) ("the Company") has complied in all material respects with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single  Attestation for Mortgage  Bankers.  As of and for this
same period,  the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $30,000,000.



/s/ Carlos M. Garcia
----------------------------
Carlos M. Garcia
Managing Director-Finance
Chief Financial Officer and
Chief Accounting Officer