CWMBS INC
8-K, 1996-12-23
ASSET-BACKED SECURITIES
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_________________________________________________________________


                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


                    Date of Report (Date of earliest Event
                        Reported):  December 20, 1996


          CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of December 1, 1996, providing for the issuance
of the CWMBS, INC., Residential Asset Securitization Trust 1996-A11, Mortgage
Pass-Through Certificates, Series 1996-O).


                           CWMBS, INC.                     
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)


          Delaware              333-08389          95-4449516   
- ----------------------------   -----------     -----------------
(State or Other Jurisdiction   (Commission     (I.R.S. Employer
     of Incorporation)         File Number)   Identification No.)




       155 North Lake Avenue
       Pasadena, California                          91101  
     ------------------------                     ----------
       (Address of Principal                      (Zip Code)
        Executive Offices)

Registrant's telephone number, including area code (818) 304-5591
                                                   ----- --------

_________________________________________________________________


Item 5.   Other Events.
- ----      ------------

Filing of Computational Materials
- ---------------------------------

     Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K (the
"Form 8-K"), CWMBS, Inc. (the "Company") is filing a prospectus and
prospectus supplement with the Securities and Exchange Commission relating
to its Mortgage Pass-Through Certificates, Series 1996-O.

     In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1996-O, Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), as the underwriter of the Underwritten Certificates, has
prepared certain materials (the "DLJ Computational Materials") for
distribution to its potential investors.  Although the Company provided DLJ
with certain information regarding the characteristics of the Mortgage Loans
in the related portfolio, the Company did not participate in the preparation
of the DLJ Computational Materials.

     For purposes of this Form 8-K, "Computational Materials" shall mean
computer generated tables and/or charts displaying, with respect to any Class
or Classes of Certificates, any of the following:  yield; average life;
duration; expected maturity; interest rate sensitivity; loss sensitivity;
cash flow characteristics; background information regarding the Mortgage
Loans; the proposed structure; decrement tables; or similar information
(tabular or otherwise) of a statistical, mathematical, tabular or
computational nature.  The DLJ Computational Materials, listed as Exhibit
99.1 hereto, are filed on Form SE dated December 20, 1996.






                   
- -------------------
*    Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated September 9, 1996 and the
prospectus supplement dated December 20, 1996, of CWMBS, Inc., relating to
its Mortgage Pass-Through Certificates, Series 1996-O.



Item 7.  Financial Statements, Pro Forma Financial
- ----     -----------------------------------------
         Information and Exhibits.
         ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 DLJ Computational Materials.
          (filed on Form SE dated December 20, 1996).




                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              CWMBS, INC.




                              By: /s/ David A. Spector           
                                  -------------------------------
                                  David A. Spector
                                  Vice President



Dated:  December 20, 1996


                                Exhibit Index
                               -------------


Exhibit                                                                  Page
- -------                                                                ----

99.1      DLJ Computational Materials.
          (filed on Form SE dated December 20, 1996).





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