CWMBS INC
8-K, 1996-10-31
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):  October 30, 1996


          CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing  Agreement,  dated  as   of  October  1,  1996,
          providing  for   the  issuance   of   the  CWMBS,   INC.,
          Residential Asset Securitization Trust 1996-A10, Mortgage
          Pass-Through Certificates, Series 1996-N).


                           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-N.
     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,  Series   1996-N,  Donaldson,  Lufkin  &   Jenrette  Securities
Corporation ("DLJ"), as the underwriter of the Class A Certificates and Class
B  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, respectively, are filed on Form SE dated October 30, 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 October 30, 1996, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1996-N.


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 October 30, 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:  October 30, 1996


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


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

99.1      DLJ Computational Materials.
          (filed on Form SE dated October 30, 1996).




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