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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) May 28, 1996
CWMBS, INC. (as depositor under the Pooling and
Servicing Agreement, dated as of May 1, 1996, providing for the issuance of
the CWMBS, INC., Residential Asset Securitization Trust 1996-A3, Mortgage
Pass-Through Certificates, Series 1996-G).
CWMBS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-84910 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
_________________________________________________________________
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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-G.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1996-G, Bear, Stearns & Co. Inc. ("Bear, Stearns"), as
an underwriter of the Class A Certificates and the Class B-2a, Class B-2b and
Class B-2c Certificates, has prepared certain materials (the "Computational
Materials") for distribution to its potential investors. Although the
Company provided Bear, Stearns with certain information regarding the
characteristics of the Mortgage Loans in the related portfolio, it did not
participate in the preparation of the 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 Computational Materials of Bear, Stearns are
attached hereto as Exhibit 99.1.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus dated November 23, 1994 and
Prospectus Supplement dated May 28, 1996, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1996-G.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Computational Materials.
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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: May 28, 1996
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Exhibit Index
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Exhibit Page
99.1 Computational Materials
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Exhibit 99.1
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In accordance with Rule 202 of Regulation S-T, the Computation Material
is being filed in paper on Form SE pursuant to a continuing hardship
exemption.
