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Supplement to Prospectus Supplement
dated October 25, 1996 (to
Prospectus dated June 26, 1996)
$266,806,062 (APPROXIMATE)
CMC SECURITIES CORPORATION II
REMIC PASS-THROUGH CERTIFICATES, SERIES 1996-C
______________________
Notwithstanding the amount identified as the Class Certificate Principal
Balance of the Class A Certificates set forth on the Cover Page of the
Prospectus Supplement dated as of October 25, 1996 (the "Prospectus Supplement")
with respect to the CMC Securities Corporation II REMIC Pass-Through
Certificates, Series 1996-C, the Class Certificate Principal Balance of the
Class A Certificates as of the Closing Date is $266,806,062. Such Class
Certificate Principal Balance has been revised principally to reflect the
withdrawal of seven Mortgage Loans from the Trust Fund. The withdrawal of such
Mortgage Loans has not materially or adversely affected the characteristics of
the Mortgage Assets as described in the Prospectus Supplement.
The Company will prepare and file with the Securities and Exchange
Commission within 15 days from the date of this Supplement a Current Report on
Form 8-K containing a revised description of the Mortgage Loans which will
reflect such withdrawal.
In addition, notwithstanding the priority of distributions set forth on
page S-36 of the Prospectus Supplement under the caption "Description of the
Offered Certificates - Priority of Distributions," clauses (iv) and (v)
thereunder are replaced by the following clause:
"(iv) then, the remaining amount, if any, (the "Excess Spread") will be
distributed as follows: (A) on any Distribution Date on which the
Overcollateralization Amount is less than the Required
Overcollateralization Amount, to the Class A Certificates in reduction of
the Class Certificate Principal Balance thereof until the
Overcollateralization Amount equals the Required Overcollateralization
Amount; and (B) on any Distribution Date on which the Overcollateralization
Amount equals or exceeds the Required Overcollateralization Amount, Excess
Spread will be applied first to the payment of any Interest Carryforward
Amount on the Class A Certificates for such Distribution Date; and second,
as a deposit to the Reserve Fund, in an amount equal to the remaining
Excess Spread for such Distribution Date."
The date of this Supplement is October 30, 1996
