CWMBS INC
8-K, 1997-01-28
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):  January 27, 1997


          CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing  Agreement,  dated  as   of  January  1,  1997,
          providing  for   the  issuance   of   the  CWMBS,   INC.,
          Residential Asset Securitization  Trust 1997-A1, Mortgage
          Pass-Through Certificates, Series 1997-A).


                           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
                                                   ----- --------

_________________________________________________________________

<PAGE>
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 1997-A.


     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates, Series 1997-A,  Lehman Brothers ("Lehman"), as  the underwriter
of the Underwritten Certificates, has prepared certain materials (the "Lehman
Computational  Materials")  for  distribution  to  its  potential  investors.
Although the  Company provided Lehman with certain  information regarding the
characteristics of the  Mortgage Loans in the related  portfolio, the Company
did not participate in the preparation of the Lehman 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 Lehman  Computational Materials, listed as Exhibit
99.1 hereto, respectively, are filed on Form SE dated January 23, 1997.
                   
- -------------------
*    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 January 27, 1997, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1997-A.
<PAGE>


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Lehman Computational Materials.
          (filed on Form SE dated January 27, 1997).




                                  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:  January 27, 1997



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


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

99.1      Lehman Computational Materials.
          (filed on Form SE dated January 27, 1997).





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