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Rule 424(b)(5)
File No. 33-84910
SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED JANUARY 22, 1996
(To Prospectus dated November 23, 1994)
CWMBS, INC.
Depositor
(LOGO) Independent
National
Mortgage Corporation
Seller and Master Servicer
Mortgage Pass-Through Certificates, Series 1996-A
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The Class B-1 Certificates (the "Underwritten Subordinated
Certificates") will be purchased by Donaldson, Lufkin & Jenrette Securities
Corporation (the "Underwriter") from the Seller and will be offered by the
Underwriter from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Capitalized terms used
and not otherwise defined herein have the meanings ascribed to such terms in
the Prospectus Supplement and the Prospectus.
The Underwriter intends to make a secondary market in the Underwritten
Subordinated Certificates but has no obligation to do so. The Seller has
agreed to indemnify against, or make contributions to the Underwriter with
respect to, certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
The Underwritten Subordinated Certificates are offered by the
Underwriter, subject to prior sale, when, as and if delivered to and accepted
by the Underwriter and subject to its right to reject orders in whole or in
part. It is expected that the Underwritten Subordinated Certificates will
be delivered at the offices of the Underwriter in New York, New York on or
about May 15, 1996.
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
The date of this Supplement is May 15, 1996
