<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1994

                                                Registration No. 33- _________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             Registration Statement
                                     under
                           The Securities Act of 1933
                          ----------------------------

                          CWM MORTGAGE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                      <C>
             Delaware                                 95-3983415
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)
 
         35 North Lake Avenue,                           91101
             Pasadena, CA
(Address of Principal Executive Offices)               (Zip Code)
</TABLE>

                          CWM MORTGAGE HOLDINGS, INC.
                           1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Richard H. Wohl
                                General Counsel
                              35 North Lake Avenue
                           Pasadena, California 91101
                    (Name and address of agent for service)

                                 (800) 669-2300
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
=============================================================================== 
 TITLE OF SECURITIES TO BE    AMOUNT TO BE REGISTERED       PROPOSED MAXIMUM
 REGISTERED                                              OFFERING PRICE PER UNIT
- -------------------------------------------------------------------------------
<S>                          <C>                         <C>
      Common Stock,               1,600,000 /(1)/              $8.75 /(2)/
      $.01 par value
- ------------------------------------------------------------------------------- 
PROPOSED MAXIMUM AGGREGATE   AMOUNT OF REGISTRATION FEE
     OFFERING PRICE
- -------------------------------------------------------------------------------
    $14,000,000 /(2)/                $4,827.59
================================================================================
</TABLE>

(1)  This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which may become subject to the Plan
by reason of certain events specified in the Plan.

(2) In accordance with Regulation 457(c), the offering price has been calculated
on the basis of the average of the high and low prices for the Common Stock as
reported by the New York Stock Exchange on October 25, 1994.
<PAGE>
 
                                    PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which CWM Mortgage Holdings, Inc. (the
         "Company") previously filed with the Securities and Exchange Commission
         (the "Commission") are hereby incorporated by reference:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1993;

         (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 31, 1994 and June 30, 1994.

         (c)  The description of the Company's Common Stock, par value $.01 per
              share (the "Common Stock"), contained in its Registration
              Statement on Form 8-B dated April 10, 1987, and any amendment or
               report filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
         14 and 15(d) of the Securities Exchange Act of 1934, as amended,
         subsequent to the date of this registration statement and prior to the
         termination of the offering of the Company's Common Stock pursuant to
         the Company's 1994 Stock Incentive Plan shall be deemed to be
         incorporated by reference into this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The description of the Company's Common Stock incorporated by reference
         in Item 3(c) above is hereby updated to reflect that the Certificate of
         Incorporation now authorizes the issuance of 60 million shares and the
         transfer agent for the Common Stock is Chemical Trust Company of
         California.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Certificate of Incorporation eliminates personal
         liability of directors to the Company or its shareholders for monetary
         damages for breach of fiduciary duty as a director, except for: (i) any
         breach of the duty of loyalty to the Company or its shareholders; (ii)
         acts or omissions not in good faith or which involve intentional
         misconduct or knowing violations of law; (iii) liability under Section
         174 of the Delaware General Corporation Law relating to certain
         unlawful dividends and stock repurchases; or (iv) any transaction from
         which the director derived an improper personal benefit. The
         Certificate also provides that the Company shall indemnify and advance
         expenses to each director, officer, employee and agent to the fullest
         extent permitted by the Delaware General Corporation Law.

                                       1
<PAGE>
 
         As permitted by Section 145 of the General Corporation Law of Delaware,
         the Company's Bylaws provide for indemnification of directors,
         officers, employees and agents of the Company to the fullest extent
         authorized by Delaware law against expenses (including attorney's fees)
         and other amounts paid in settlement actually and reasonably incurred
         by them in connection with any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal, administrative or
         investigative, in which any such person was or is a party or is
         threatened to be made a party. The right to indemnification includes
         the right to be paid the expenses incurred in defending or
         investigating a threatened or pending action, suit or proceeding in
         advance of the final disposition of such action, suit or proceeding;
         provided that, if required by Delaware law, payment of expenses in
         advance to an officer or director shall be conditioned upon receipt by
         the Company of an undertaking by or on behalf of such director or
         officer to repay such amount if it is ultimately determined that he is
         not entitled to indemnification. The advancement of expenses, as well
         as indemnification, pursuant to the Company's Bylaws is not exclusive
         of any other rights which those seeking indemnification or advancement
         of expenses from the Company may have. The Company also maintains an
         insurance policy pursuant to which its directors and officers are
         insured against certain liabilities which might arise out of their
         relationship with the Company as directors and officers.

         ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         5.        Opinion of Richard H. Wohl, General Counsel of the Company,
                   as to the legality of the Common Stock being registered.

         23.1      Consent of Grant Thornton.

         23.2      Consent of Richard H. Wohl (included in Opinion filed as
                   Exhibit 5).

         24.       Power of Attorney (included in this Registration Statement
                   under "Signatures").

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, unless the information required to
               be included in such post-effective amendment is contained in
               periodic reports filed by registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement;

                                       2
<PAGE>
 
                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement,
               unless the information required to be included in such post-
               effective amendment is contained in periodic reports filed by
               registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement; and

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       3
<PAGE>
 
                                   SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pasadena, State of California, on the 28th day
of October, 1994.

                                     CWM Mortgage Holdings, Inc.


                                     By:  /s/ David S. Loeb          
                                          --------------------------------------
                                          David S. Loeb
                                          Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Michael
W. Perry and Richard H. Wohl his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done in virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE> 
<CAPTION> 

Signatures                        Title                        Date
- ----------                        -----                        ----


<S>                               <C>                          <C> 
/s/ David S. Loeb                 Chairman of the              October 28, 1994
- ------------------------------    Board of Directors
David S. Loeb                     and Chief Executive Officer
                              



/s/ Angelo R. Mozilo              Vice Chairman of the         October 28, 1994
- ------------------------------    Board of Directors
Angelo R. Mozilo                  and President
                              



/s/ Michael W. Perry              Executive Vice               October 28, 1994
- ------------------------------    President (Principal
Michael W. Perry                  Financial Officer)
                              
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 

<S>                               <C>                          <C> 
/s/ Carmella L. Grahn             First Vice President         October 28, 1994
- ------------------------------    (Principal Accounting
Carmella L. Grahn                 Officer)
                              



/s/ Lyle E. Gramley               Director                     October 28, 1994
- ------------------------------
Lyle E. Gramley



/s/ Thomas J. Kearns              Director                     October 28, 1994
- ------------------------------
Thomas J. Kearns



/s/ Frederick J. Napolitano       Director                     October 28, 1994
- ------------------------------                                        
Frederick J. Napolitano

</TABLE> 

                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16594}]
{"company-data": {"conformed-name": "CWM MORTGAGE HOLDINGS INC", "cik": "0000773468", "assigned-sic": "6798", "irs-number": "953983415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56267", "film-number": "94557010"}, "business-address": {"street1": "35 NORTH LAKE AVENUE", "street2": "7TH FLOOR", "city": "PASADENA", "state": "CA", "zip": "91101", "phone": "8183048400"}, "mail-address": {"street1": "35 LAKE AVE", "city": "PASADENA", "state": "CA", "zip": "91101"}, "former-company": {"former-conformed-name": "COUNTRYWIDE MORTGAGE INVESTMENTS INC /DE", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1994

                                                Registration No. 33- _________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             Registration Statement
                                     under
                           The Securities Act of 1933
                          ----------------------------

                          CWM MORTGAGE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                 95-3983415
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)
 
         35 North Lake Avenue,                           91101
             Pasadena, CA
(Address of Principal Executive Offices)               (Zip Code)
CWM MORTGAGE HOLDINGS, INC.
                           1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                Richard H. Wohl
                                General Counsel
                              35 North Lake Avenue
                           Pasadena, California 91101
                    (Name and address of agent for service)

                                 (800) 669-2300
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=============================================================================== 
 TITLE OF SECURITIES TO BE    AMOUNT TO BE REGISTERED       PROPOSED MAXIMUM
 REGISTERED                                              OFFERING PRICE PER UNIT
- -------------------------------------------------------------------------------
Common Stock,               1,600,000 /(1)/              $8.75 /(2)/
      $.01 par value
- ------------------------------------------------------------------------------- 
PROPOSED MAXIMUM AGGREGATE   AMOUNT OF REGISTRATION FEE
     OFFERING PRICE
- -------------------------------------------------------------------------------
    $14,000,000 /(2)/                $4,827.59
================================================================================
(1)  This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which may become subject to the Plan
by reason of certain events specified in the Plan.

(2) In accordance with Regulation 457(c), the offering price has been calculated
on the basis of the average of the high and low prices for the Common Stock as
reported by the New York Stock Exchange on October 25, 1994.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents which CWM Mortgage Holdings, Inc. (the
         "Company") previously filed with the Securities and Exchange Commission
         (the "Commission") are hereby incorporated by reference:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1993;

         (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
              quarters ended March 31, 1994 and June 30, 1994.

         (c)  The description of the Company's Common Stock, par value $.01 per
              share (the "Common Stock"), contained in its Registration
              Statement on Form 8-B dated April 10, 1987, and any amendment or
               report filed for the purpose of updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
         14 and 15(d) of the Securities Exchange Act of 1934, as amended,
         subsequent to the date of this registration statement and prior to the
         termination of the offering of the Company's Common Stock pursuant to
         the Company's 1994 Stock Incentive Plan shall be deemed to be
         incorporated by reference into this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         The description of the Company's Common Stock incorporated by reference
         in Item 3(c) above is hereby updated to reflect that the Certificate of
         Incorporation now authorizes the issuance of 60 million shares and the
         transfer agent for the Common Stock is Chemical Trust Company of
         California.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Certificate of Incorporation eliminates personal
         liability of directors to the Company or its shareholders for monetary
         damages for breach of fiduciary duty as a director, except for: (i) any
         breach of the duty of loyalty to the Company or its shareholders; (ii)
         acts or omissions not in good faith or which involve intentional
         misconduct or knowing violations of law; (iii) liability under Section
         174 of the Delaware General Corporation Law relating to certain
         unlawful dividends and stock repurchases; or (iv) any transaction from
         which the director derived an improper personal benefit. The
         Certificate also provides that the Company shall indemnify and advance
         expenses to each director, officer, employee and agent to the fullest
         extent permitted by the Delaware General Corporation Law.

                                       1
As permitted by Section 145 of the General Corporation Law of Delaware,
         the Company's Bylaws provide for indemnification of directors,
         officers, employees and agents of the Company to the fullest extent
         authorized by Delaware law against expenses (including attorney's fees)
         and other amounts paid in settlement actually and reasonably incurred
         by them in connection with any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal, administrative or
         investigative, in which any such person was or is a party or is
         threatened to be made a party. The right to indemnification includes
         the right to be paid the expenses incurred in defending or
         investigating a threatened or pending action, suit or proceeding in
         advance of the final disposition of such action, suit or proceeding;
         provided that, if required by Delaware law, payment of expenses in
         advance to an officer or director shall be conditioned upon receipt by
         the Company of an undertaking by or on behalf of such director or
         officer to repay such amount if it is ultimately determined that he is
         not entitled to indemnification. The advancement of expenses, as well
         as indemnification, pursuant to the Company's Bylaws is not exclusive
         of any other rights which those seeking indemnification or advancement
         of expenses from the Company may have. The Company also maintains an
         insurance policy pursuant to which its directors and officers are
         insured against certain liabilities which might arise out of their
         relationship with the Company as directors and officers.

         ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         5.        Opinion of Richard H. Wohl, General Counsel of the Company,
                   as to the legality of the Common Stock being registered.

         23.1      Consent of Grant Thornton.

         23.2      Consent of Richard H. Wohl (included in Opinion filed as
                   Exhibit 5).

         24.       Power of Attorney (included in this Registration Statement
                   under "Signatures").

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933, unless the information required to
               be included in such post-effective amendment is contained in
               periodic reports filed by registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration statement;

                                       2
(ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement,
               unless the information required to be included in such post-
               effective amendment is contained in periodic reports filed by
               registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement; and

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the foregoing provisions, or
         otherwise, the registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       3
SIGNATURES

        The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pasadena, State of California, on the 28th day
of October, 1994.

                                     CWM Mortgage Holdings, Inc.

                                     By:  /s/ David S. Loeb          
                                          --------------------------------------
                                          David S. Loeb
                                          Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Michael
W. Perry and Richard H. Wohl his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done in virtue
hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures                        Title                        Date
- ----------                        -----                        ----
/s/ David S. Loeb                 Chairman of the              October 28, 1994
- ------------------------------    Board of Directors
David S. Loeb                     and Chief Executive Officer
                              

/s/ Angelo R. Mozilo              Vice Chairman of the         October 28, 1994
- ------------------------------    Board of Directors
Angelo R. Mozilo                  and President
                              

/s/ Michael W. Perry              Executive Vice               October 28, 1994
- ------------------------------    President (Principal
Michael W. Perry                  Financial Officer)
4
/s/ Carmella L. Grahn             First Vice President         October 28, 1994
- ------------------------------    (Principal Accounting
Carmella L. Grahn                 Officer)
                              

/s/ Lyle E. Gramley               Director                     October 28, 1994
- ------------------------------
Lyle E. Gramley

/s/ Thomas J. Kearns              Director                     October 28, 1994
- ------------------------------
Thomas J. Kearns

/s/ Frederick J. Napolitano       Director                     October 28, 1994
- ------------------------------                                        
Frederick J. Napolitano
5