CWMBS INC
8-K, 1996-11-29
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):  November 27, 1996


      CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
      Servicing  Agreement,  dated  as  of  November  1,  1996,
      providing  for   the  issuance   of   the  CWMBS,   INC.,
      Residential Asset Securitization  Trust 1996-A9, Mortgage
      Pass-Through Certificates, Series 1996-M).


                           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-M.

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,  Series 1996-M,  Bear,  Stearns  & Co.  Inc.  ("Bear"), as  the
underwriter of the Class A  Certificates, has prepared certain materials (the
"Bear Computational Materials")  for distribution to its  potential investors
and  Donaldson,  Lufkin &  Jenrette  Securities Corporation  ("DLJ"),  as the
underwriter of the Class B-1 and Class B-2 Certificates, has prepared certain
materials  (the  "DLJ  Computational  Materials")  for  distribution  to  its
investors.    Although  the  Company  provided  Bear  and  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
Bear Computational Materials or 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  Bear  Computational  Materials  and  the  DLJ
Computational  Materials, listed  as Exhibit  99.1 and  Exhibit 99.2  hereto,
respectively, are filed on Form SE dated November 27, 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 November 27,  1996, of CWMBS, Inc.,  relating to
its Mortgage Pass-Through Certificates, Series 1996-M.


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Bear Computational Materials.
          (filed on Form SE dated November 27, 1996).

     99.2 DLJ Computational Materials.
          (filed on Form SE dated November 27, 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:  November 27, 1996


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


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

99.1      Bear Computational Materials.
          (filed on Form SE dated November 27, 1996).

99.2      DLJ Computational Materials.
          (filed on Form SE dated November 27, 1996).



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