CWMBS INC
424B5, 1997-09-02
ASSET-BACKED SECURITIES
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                                                               Rule 424(b)(5)
                                                               333-26425

SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED MARCH 13, 1996
(To Prospectus dated November 23, 1994)


                                 CWMBS, INC.
                                  Depositor

                               INDYMAC, INC./*/
                          Seller and Master Servicer

              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-D
                              ----------------

    This Supplement relates to  the offering by the  Seller of the Class  B-3
Certificates  of the  Series  referenced  above.   This  Supplement does  not
contain  complete   information  about   the  offering   of  the  Class   B-3
Certificates.     Additional  information  is  contained  in  the  Prospectus
Supplement  dated March 13,  1996 (the  "Prospectus Supplement")  prepared in
connection  with the  offering  of  the Offered  Certificates  of the  Series
referenced above and  in the Prospectus of  the Depositor dated  November 23,
1994  (the "Prospectus").   Prospective  purchasers  are urged  to read  this
Supplement, the Prospectus Supplement and the Prospectus in full.

    As of  August 25,  1997 (the "Certificate  Date"), the Class  Certificate
Balance of the Class B-3 Certificates was approximately $3,028,816.

    THE CLASS B-3 CERTIFICATES DO NOT REPRESENT  AN INTEREST IN OR OBLIGATION
OF THE DEPOSITOR,  THE SELLER,  THE MASTER  SERVICER, THE TRUSTEE  OR ANY  OF
THEIR  RESPECTIVE AFFILIATES.   NEITHER  THE CLASS  B-3 CERTIFICATES  NOR THE
MORTGAGE  LOANS ARE  INSURED OR  GUARANTEED BY  ANY GOVERNMENTAL  ENTITY, THE
DEPOSITOR, THE  SELLER, THE  MASTER SERVICER,  THE TRUSTEE  OR  ANY OF  THEIR
AFFILIATES OR ANY OTHER PERSON.   DISTRIBUTIONS ON THE CLASS B-3 CERTIFICATES
WILL BE PAYABLE SOLELY FROM THE ASSETS TRANSFERRED TO THE TRUST  FUND FOR THE
BENEFIT OF CERTIFICATEHOLDERS.

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR
                    THE PROSPECTUS.  ANY REPRESENTATION TO
                     THE CONTRARY IS A CRIMINAL OFFENSE.

    The Class B-3 Certificates offered hereby  will be purchased by Greenwich
Capital Markets, Inc. (the "Underwriter") from the Seller and will be offered
by the Underwriter from time to time in negotiated transactions or  otherwise
at varying  prices to be  determined at  the time of  sale.  Proceeds  to the
Seller from  the  sale of  the  Class B-3  Certificates  are expected  to  be
approximately 94.969%  of the  aggregate principal balance  of the  Class B-3
Certificates  as of  the  Certificate Date,  before  deducting sale  expenses
payable by the Seller.

    The Class  B-3 Certificates  are offered by  the Underwriter, subject  to
prior sale, when, as and if delivered to and accepted by the  Underwriter and
subject to its  right to reject orders  in whole or in  part. It is  expected
that  the Class  B-3 Certificates  will be  delivered at  the offices of  the
Underwriter  in  Greenwich, Connecticut, on or about August 28, 1997  and are
subsequently expected to be  available for transfer through the facilities of
The Depository Trust Company.


GREENWICH CAPITAL MARKETS
- -----------------------------------------------------------------------------
A DIVISION OF NATWEST MARKETS

AUGUST 28, 1997

    UNTIL  NINETY  DAYS  AFTER  THE DATE  OF  THIS  SUPPLEMENT,  ALL  DEALERS
EFFECTING TRANSACTIONS  IN THE  CLASS B-3      CERTIFICATES,  WHETHER OR  NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY  BE REQUIRED TO DELIVER A SUPPLEMENT,
THE PROSPECTUS SUPPLEMENT  AND THE PROSPECTUS.   THIS IS  IN ADDITION TO  THE
OBLIGATION OF DEALERS TO DELIVER  A SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS WHEN ACTING AS  UNDERWRITERS AND WITH RESPECT TO THEIR  UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

    This  Supplement  is  qualified  in its  entirety  by  reference  to  the
detailed  information appearing in the accompanying Prospectus Supplement and
Prospectus.  Certain capitalized terms used in this Supplement are defined in
the Prospectus Supplement or the Prospectus.



/*/ On July 1,  1997, Independent National  Mortgage Corporation changed  its
name to IndyMac, Inc.


                              THE MORTGAGE POOL

    As of August 1,  1997 (the "Reference Date"), the Mortgage  Pool included
approximately 794 Mortgage Loans having an aggregate Stated Principal Balance
of approximately $172,294,914.

    The   following  table   summarizes  the   delinquency  and   foreclosure
experience of the Mortgage Loans as of the Reference Date.

<TABLE>
<CAPTION>
                                                                                      As of
                                                                                 August 1, 1997
<S>                                                                                  <C>
Total Number of Mortgage Loans  . . . . . . . . . . . . . . . . . . . . .              794
Delinquent Mortgage Loans and Pending Foreclosures at Period End (1)
    30-59 days  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2.77%
    60-90 days  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0.63%
    91 days or more (excluding pending foreclosures)  . . . . . . . . . .             0.76%
Total Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.16%
Foreclosures Pending  . . . . . . . . . . . . . . . . . . . . . . . . . .             0.63%
Total Delinquencies and foreclosures pending  . . . . . . . . . . . . . .             4.79%

</TABLE>
______________
(1) As a  percentage  of the  total number  of Mortgage  Loans  as of  the
    Reference Date.


    Four  of the  Mortgage Loans  have  been converted  to REO  as  of the
Reference Date.

    Certain information as to the Mortgage Loans as  of the Reference Date
is set forth  in Exhibit 1 in tabular format.  Other  than with respect to
rates of interest, percentages (approximate)  are stated in such tables by
Stated Principal Balance  of the Mortgage  Loans as of the  Reference Date
and have been rounded in order to total 100.00%.


                        SERVICING OF MORTGAGE LOANS

The Master Servicer

    IndyMac,  Inc. will  continue  to  act as  Master  Servicer under  the
Agreement.

Foreclosure and Delinquency Experience

    The   following  table  summarizes  the  delinquency  and  foreclosure
experience,  respectively,  as of  December 31,  1994, December  31, 1995,
December 31,  1996 and June 30,  1997 on approximately  $6.8 billion, $9.4
billion, $11.1  billion and  $11.6 billion,  respectively, in  outstanding
principal balance  of conventional mortgage  loans master serviced  by the
Master  Servicer.   IndyMac, Inc.  commenced master servicing conventional
mortgage  loans  during  April  1993.   The  delinquency  and  foreclosure
percentages may be affected by  the size and relative lack of seasoning of
the  servicing  portfolio  because  many of such  mortgage loans were  not
outstanding long enough to give  rise to  some or  all  of  the  indicated
periods  of  delinquency.  Accordingly,  the  information  should  not  be
considered as a basis for assessing  the likelihood, amount or severity of
delinquency  or losses  on the Mortgage  Loans, and  no assurances  can be
given  that the foreclosure  and  delinquency  experience presented in the
table below will be indicative of such experience on the Mortgage Loans in
the future:

<TABLE>
<CAPTION>
                                                                   As of                    As of
                                                                December 31,               June 30,
                                                       1994        1995        1996          1997
<S>                                                  <C>         <C>         <C>           <C>
Total Number of Conventional Mortgage Loans in
    Portfolio   . . . . . . . . . . . . . . . .       30,803      53,101      68,209        72,652
Delinquent Mortgage Loans and Pending
    Foreclosures at Period End(1):
         30-59 days . . . . . . . . . . . . . .        0.83%       2.30%       2.39%         2.28%
         60-89 days . . . . . . . . . . . . . .        0.13        0.42        0.52          0.50%
90 days or more (excluding pending foreclosures)       0.09        0.38        0.81          0.94%
    Total Delinquencies   . . . . . . . . . . .        1.05%       3.10%       3.72%         3.72%
Foreclosures pending  . . . . . . . . . . . . .        0.07        0.30        0.65%         0.75%

Total delinquencies and foreclosures pending  .        1.12%       3.40%       4.37%         4.47%

</TABLE>

______________
(1)  As a percentage of the total number of loans master serviced.


                 DESCRIPTION OF THE CLASS B-3 CERTIFICATES

    The  Class B-3  Certificates are  Subordinated Certificates.   To  the
extent funds  are available therefor,  the Class B-3  Certificates will be
entitled to  receive interest in  the amount of  the Interest Distribution
Amount  for such  Class as  described in  the Prospectus  Supplement under
"Description of the Certificates -- Interest".  The Class B-3 Certificates
are allocated  amounts received  in respect  of principal on  the Mortgage
Loans based on the Subordinated Principal Distribution Amount as described
in  the Prospectus  Supplement under "Description  of the  Certificates --
Principal -- Subordinated Principal  Distribution Amount".   Distributions
of principal of the Subordinated Certificates will be made sequentially to
the Classes of  Subordinated Certificates in the  order of their numerical
Class  designations, beginning with the Class  B-1 Certificates, until the
respective Class Certificate  Balances thereof have been reduced  to zero.
Realized  Losses  will be  allocated  to  the  Class  B-3 Certificates  as
described  in  the   Prospectus  Supplement  under  "Description   of  the
Certificates -- Allocation of Losses".  Additional information relating to
distributions  of certain  unscheduled  payments in  respect of  principal
(including,   but  not  limited  to,  partial  principal  prepayments  and
principal prepayments in full) are  set forth in the Prospectus Supplement
under "Description of the Certificates -- Principal".

    As of the Certificate Date, the Class Certificate Balance of the Class
B-3 Certificates  was  approximately $3,208,816,  evidencing a  beneficial
ownership interest  of approximately 1.76% in  the Trust Fund.   As of the
Certificate  Date,  the  Senior  Certificates  had an  aggregate principal
balance of  approximately  $151,085,042  and  evidenced in the aggregate a
beneficial ownership interest of  approximately 87.69% in the Trust  Fund.
As  of the Certificate Date,  the Class B-1,  Class B-2, Class B-4,  Class
B-5 and  Class  B-6  Certificates  had  aggregate  principal  balances  of
$10,604,790,   $4,545,191,    $1,111,222,    $606,747   and    $1,313,107,
respectively,  and  evidenced in  the  aggregate  a  beneficial  ownership
interest   of  approximately  6.16%,   2.64%,  0.64%,  0.35%   and  0.76%,
respectively, in  the Trust Fund.  The Class B-4,  Class B-5 and Class B-6
Certificates   are  the  only   Certificates  supporting  the   Class  B-3
Certificates.   For additional information  with respect to  the Class B-3
Certificates,  see "Description  of  the Certificates"  in the  Prospectus
Supplement.

Reports to Certificateholders

    The  most  recent  monthly  statement   that  has  been  furnished  to
Certificateholders  of record  on the  most  recent Distribution  Date  is
included herein as Exhibit 2.

Revised Structuring Assumptions

    Unless otherwise specified, the information in the tables appearing in
this  Supplement under "Yield,  Prepayment and Maturity  Considerations --
Decrement Table" has  been prepared on the basis of  the following assumed
characteristics  of  the  Mortgage  Loans  and  the  following  additional
assumptions   (collectively,  the   "Revised   Structuring  Assumptions"):
(i) the Mortgage  Pool consists  of one  Mortgage Loan with  the following
characteristics:

<TABLE>
<CAPTION>

                                                                                          Remaining
                                                         Original Term                     Term to
                                        Adjusted Net      to Maturity       Loan Age       Maturity
 Principal Balance   Mortgage Rate     Mortgage Rate      (in Months)     (in Months)    (in months)
<S>                 <C>               <C>                    <C>              <C>           <C>
$172,294,914.21      8.6367800932%     8.2527800932%          360              20            340   

</TABLE>


(ii) the  Mortgage Loans prepay  at the specified  constant percentages of
SPA, (iii) no  defaults in the payment  by Mortgagors of  principal of and
interest on the Mortgage  Loans are experienced on or  after the Reference
Date, (iv) scheduled  payments on the  Mortgage Loans are  received on the
first  day of each  month commencing in  the calendar  month following the
Reference  Date and  are computed  prior to  giving effect  to prepayments
received on the last day of the prior month, (v) prepayments are allocated
as  described  in  the  Prospectus  Supplement  under  "Description of the
Certificates -- Principal" without  giving effect to loss and  delinquency
tests, (vi) there are no Net Interest Shortfalls on or after the Reference
Date and prepayments  represent prepayments in full of individual Mortgage
Loans and are  received on the  last day of each month, commencing in  the
calendar month of  the Reference Date, (vii) the scheduled monthly payment
for  each  Mortgage  Loan   has  been  calculated  based  on  the  Revised
Structuring Assumptions as set  forth in clause (i)  above such  that each
Mortgage Loan will amortize in  amounts sufficient  to repay the principal
balance of such Mortgage Loan by its indicated remaining term to maturity,
(viii) distributions in  respect of the Certificates  are received in cash
on the 25th day of  each month commencing in the calendar  month following
the Reference Date, (ix)  the closing  date of the  sale of the Class  B-3
Certificates  is  August  29,  1997  (x)  the  Seller  is  not required to
repurchase or  substitute for any  Mortgage Loan on or after the Reference
Date  and (xi)  the Master Servicer  does not,  on or  after the Reference
Date,  exercise any  option  to repurchase  any  Mortgage  Loans described
in the  Prospectus  Supplement under  "Description of  the Certificates --
Optional Purchase of Defaulted Loans" and "--Optional Termination".  While
it is  assumed that  each of  the Mortgage  Loans prepays at the specified
constant percentages of SPA, this is not likely to be the case.  Moreover,
discrepancies  exist  between  the  characteristics of the actual Mortgage
Loans as of the Reference  Date and characteristics of the  Mortgage Loans
assumed in preparing the table herein.

    Prepayments  of  mortgage loans  commonly are  measured relative  to a
prepayment standard or  model.  The model  used in this Supplement  is the
Standard Prepayment Assumption  ("SPA"), which represents an  assumed rate
of  prepayment each month of  the then outstanding principal  balance of a
pool  of  new mortgage  loans.    SPA does  not  purport to  be  either an
historical  description  of  the  prepayment  experience  of  any pool  of
mortgage loans or a  prediction of the  anticipated rate of prepayment  of
any  pool of  mortgage  loans, including  the  Mortgage Loans.    100% SPA
assumes prepayment rates of  0.2% per annum of  the then unpaid  principal
balance of such pool of mortgage loans and an additional 0.2% per annum in
each  month thereafter (for  example, 0.4% per annum  in the second month)
until  the 30th  month.   Beginning in  the 30th  month and in  each month
thereafter during  the life  of such  mortgage loans,  100% SPA  assumes a
constant prepayment rate of  6.0% per annum.  Multiples  may be calculated
from  this  prepayment rate  sequence.    For  example,  200% SPA  assumes
prepayment rates  will be 0.4% per annum  in month one, 0.8%  per annum in
month  two, and increasing by 0.4% in each succeeding month until reaching
a rate of 12.0% per annum in month 30  and remaining constant at 12.0% per
annum thereafter.  0%  SPA assumes no prepayments.  There  is no assurance
that prepayments will occur at any SPA rate or at any other constant rate.


               YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

Decrement Table

    The following table indicates  the percentage of the  Certificate Date
Principal Balance of the Class  B-3 Certificates that would be outstanding
after each  of the dates shown at various  constant percentages of SPA and
the  corresponding weighted  average life  thereof.   The  table  has been
prepared based  on the Revised  Structuring Assumptions.   However, all of
the Mortgage  Loans may not have the interest  rates or remaining terms to
maturity  described under "Revised Structuring Assumptions" herein and the
Mortgage Loans may not prepay at the indicated constant percentages of SPA
or at any constant percentage.


          Percent of Class B-3 Certificate Balance Outstanding/*/

<TABLE>
<CAPTION>
                                                          Percentages of SPA
<S>                                 <C>        <C>       <C>       <C>       <C>       <C>       <C> 
Distribution Date                     0%        100%      200%      275%      300%      500%      600%
Initial . . . . . . . . . . .        100%       100%      100%      100%      100%      100%      100%
August 1998 . . . . . . . . .         99%        99%       99%       99%       99%       99%       99%
August 1999 . . . . . . . . .         98%        98%       98%       98%       98%       98%       98%
August 2000 . . . . . . . . .         97%        97%       97%       97%       97%       97%       97%
August 2001 . . . . . . . . .         96%        95%       95%       94%       94%       92%       91%
August 2002 . . . . . . . . .         95%        92%       89%       87%       87%       80%       77%
August 2003 . . . . . . . . .         94%        88%       83%       79%       78%       67%       56%
August 2004 . . . . . . . . .         92%        83%       75%       69%       67%       52%       35%
August 2005 . . . . . . . . .         91%        77%       66%       58%       55%       37%       22%
August 2006 . . . . . . . . .         89%        71%       57%       47%       44%       25%       14%
August 2007 . . . . . . . . .         87%        66%       49%       39%       36%       17%        9%
August 2008 . . . . . . . . .         85%        60%       42%       31%       28%       12%        5%
August 2009 . . . . . . . . .         83%        55%       36%       26%       23%        8%        3%
August 2010 . . . . . . . . .         80%        50%       31%       21%       18%        6%        2%
August 2011 . . . . . . . . .         78%        46%       26%       17%       14%        4%        1%
August 2012 . . . . . . . . .         75%        42%       22%       13%       11%        3%        1%
August 2013 . . . . . . . . .         72%        37%       19%       11%        9%        2%        0%
August 2014 . . . . . . . . .         68%        33%       16%        9%        7%        1%        0%
August 2015 . . . . . . . . .         65%        30%       13%        7%        5%        1%        0%
August 2016 . . . . . . . . .         60%        26%       11%        5%        4%        0%        0%
August 2017 . . . . . . . . .         56%        23%        9%        4%        3%        0%        0%
August 2018 . . . . . . . . .         51%        20%        7%        3%        2%        0%        0%
August 2019 . . . . . . . . .         46%        17%        6%        2%        2%        0%        0%
August 2020 . . . . . . . . .         40%        14%        4%        2%        1%        0%        0%
August 2021 . . . . . . . . .         34%        11%        3%        1%        1%        0%        0%
August 2022 . . . . . . . . .         27%         8%        2%        1%        1%        0%        0%
August 2023 . . . . . . . . .         20%         6%        1%        0%        0%        0%        0%
August 2024 . . . . . . . . .         12%         3%        1%        0%        0%        0%        0%
August 2025 . . . . . . . . .          3%         1%        0%        0%        0%        0%        0%
August 2026 . . . . . . . . .          0%         0%        0%        0%        0%        0%        0%
August 2027 . . . . . . . . .          0%         0%        0%        0%        0%        0%        0%
Weighted Average Life
(years)** . . . . . . . . . .       19.45      14.03     11.09      9.73      9.38      7.56      6.67

</TABLE>

_____________________
 *  Rounded to the nearest whole percentage.
**  Determined as specified  in the Prospectus Supplement  under "Weighted
    Average Lives of the Offered Certificates."


                            CREDIT ENHANCEMENT

    As of  the Reference  Date, the Special  Hazard Loss  Coverage Amount,
Bankruptcy  Loss  Coverage Amount  and  Fraud  Loss  Coverage Amount  were
approximately $1,739,926, $125,000 and $1,739,926, respectively.


                  CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    Prospective purchasers of  the Class B-3 Certificates  should consider
carefully the income tax  consequences of an  investment in the Class  B-3
Certificates  discussed under "Certain Federal Income Tax Consequences" in
the Prospectus Supplement  and in the Prospectus.   Such purchasers should
also consult their own tax advisors with respect to those consequences.


                           ERISA CONSIDERATIONS

    Prospective purchasers of  the Class B-3 Certificates  should consider
carefully  the  ERISA consequences  of  an  investment  in  the Class  B-3
Certificates discussed under "ERISA Considerations" in the Prospectus, the
Prospectus Supplement  and herein, and  should consult their  own advisors
with  respect to  those  consequences.   As  described  in the  Prospectus
Supplement, the  Class  B-3 Certificates  originally did  not qualify  for
purposes of the Exemption, PTCE 83-1, or any other  issued exemption under
ERISA.


                                  RATINGS

    The  Class  B-3  Certificates  are  currently  rated  "BBB"  by  Fitch
Investors Service, Inc.  See "Ratings" in the Prospectus Supplement.


                              USE OF PROCEEDS

    The Seller intends to use the net proceeds from the sale of  the Class
B-3 Certificates for general corporate purposes.


                          METHOD OF DISTRIBUTION

    Subject to  the terms and conditions set forth in an agreement between
the Seller  and the  Underwriter, the  Seller has  agreed to  sell to  the
Underwriter, and the Underwriter  has agreed to  purchase from  the Seller
the Class  B-3 Certificates.  Distribution of  the Class B-3  Certificates
will  be  made  by  the  Underwriter  from  time  to  time  in  negotiated
transactions or otherwise at  varying prices to be  determined at the time
of sale.   In connection with the sale of the Class B-3  Certificates, the
Underwriter may be deemed to have received compensation from the Seller in
the form of underwriting discounts.

    The Underwriter  intends to make a  secondary market in  the Class B-3
Certificates, but has no obligation to do  so.  There can be no  assurance
that a secondary market for the Class B-3 Certificates will develop or, if
it does develop, that it will continue.

    The Seller  has agreed to  indemnify the Underwriter against,  or make
contributions to  the Underwriter  with respect  to, certain  liabilities,
including liabilities under the Securities Act of 1933, as amended.

                                  EXHIBIT 1


                                   Mortgage Rates (1)
                        Number of                                Percent of
    Range of            Mortgage        Aggregate Principal       Mortgage
 Mortgage Rates(%)       Loans          Balance Outstanding         Pool

   7.251 - 7.500            4              $    785,843              0.46%
   7.501 - 7.750            7                 1,404,458              0.82
   7.751 - 8.000           29                 7,860,289              4.56
   8.001 - 8.250           69                15,428,657              8.95
   8.251 - 8.500          214                43,647,500             25.33
   8.501 - 8.750          224                50,434,841             29.27
   8.751 - 9.000          157                34,870,340             20.24
   9.001 - 9.250           67                13,630,510              7.91
   9.251 - 9.500           21                 3,975,286              2.31
   9.501 - 9.750            2                   257,189              0.15

      Total               794              $172,294,914            100.00%
                                                                 
(1)  As of the Reference Date, the weighted average Mortgage
     Rate of the Mortgage Loans is expected to be approximately
     8.637%.

               Current Mortgage Loan Principal Balances (1)
     Range of Current       Number of       Aggregate         Percent of
 Mortgage Loan Principal    Mortgage     Principal Balance     Mortgage
         Balance             Loans         Outstanding          Pool

         $0 - $50,000            8         $    293,838          0.17%
    $50,001 - $100,000          24            2,052,702          1.19
   $100,001 - $150,000         142           18,102,917         10.51
   $150,001 - $200,000         309           53,078,813         30.81
   $200,001 - $250,000         132           29,566,421         17.16
   $250,001 - $300,000          70           19,165,130         11.12
   $300,001 - $350,000          32           10,363,947          6.02
   $350,001 - $400,000          22            8,202,085          4.76
   $400,001 - $450,000          17            7,235,546          4.20
   $450,001 - $500,000          11            5,342,441          3.10
   $500,001 - $550,000           5            2,609,183          1.51
   $550,001 - $600,000           5            2,872,549          1.67
   $600,001 - $650,000           4            2,516,312          1.46
   $650,001 - $700,000           4            2,753,702          1.60
   $700,001 - $750,000           1              709,326          0.41
   $750,001 - $800,000           1              771,184          0.45
   $800,001 - $850,000           3            2,472,300          1.43
   $950,001 - $1,000,000         3            2,945,070          1.71
 $1,000,001 and above            1            1,241,450          0.72

          Total                794         $172,294,914        100.00%

(1)     As of the Reference Date, the average current Mortgage Loan
        principal balance is expected to be $216,996.

                   Original Loan-to-Value Ratios (1)
                            Number of         Aggregate        Percent of
  Original Loan-to-Value    Mortgage      Principal Balance     Mortgage
      Ratios(5)               Loans          Outstanding          Pool

     60.00 and Below             89          $ 20,770,526         12.06%
     60.01 - 65.00               48            12,319,295          7.15
     65.01 - 70.00              110            23,059,522         13.38
     70.01 - 75.00              174            36,541,312         21.21
     75.01 - 80.00              284            61,437,645         35.65
     80.01 - 85.00                2               508,958          0.30
     85.01 - 90.00               54            10,701,435          6.21
     90.01 - 95.00               33             6,956,222          4.04

        Total                   794          $172,294,914        100.00%

 (1)  The weighted average original Loan-to-Value Ratio of the Mortgage
      Loans is expected to be approximately 73.81%.

                   Original Term to Maturity (1)
                        Number of         Aggregate        Percent of
 Original Term to       Mortgage      Principal Balance     Mortgage
 Maturity (Months)        Loans          Outstanding          Pool

        345                  1          $    211,883          0.12%
        355                  1               234,372          0.14
        360                792           171,848,660         99.74

        Total              794          $172,294,914        100.00%

(1)      As of the Reference Date, the weighted average remaining term
         to maturity of the Mortgage Loans is expected to be approximately
         342 months.

         State Distribution of Mortgage Properties (1)
              Number of                             Percent of
              Mortgage     Aggregate Principal       Mortgage
   State        Loans      Balance Outstanding         Pool
Arizona           30         $    5,440,666             3.16%
California       355             82,532,089            47.91
Colorado          33              8,170,685             4.74
Florida           54              9,103,213             5.28
Hawaii            18              4,779,466             2.77
Nevada            17              3,979,877             2.31
New York          29              5,513,138             3.20
Oregon            45              9,690,020             5.62
Texas             20              3,574,354             2.07
Utah              26              4,941,828             2.87
Washington        35              7,592,796             4.41
Other(1)         132             26,976,781            15.66

     Total       794           $172,294,914           100.00%

(1)  Other includes 24 other states, and the District of Columbia,
     with under 2% concentration individually.  No more than
     approximately 1.05% of the Mortgage Loans will be secured by
     Mortgaged Properties located in any one postal zip code area.
                          
                        Documentation of Mortgage Loans
                           Number of          Aggregate          Percent of
                           Mortgage       Principal Balance       Mortgage
   Type of Program          Loans            Outstanding            Pool

 Full                         225            $ 51,733,418           30.03%
 Alternative                   68              12,626,588            7.33
 Reduced                      499             107,595,141           62.44
 No Income/No Asset             2                 339,768            0.20

          Total               794            $172,294,914          100.00%

                              Type of Mortgaged Properties
                            Number of          Aggregate         Percent of
                            Mortgage       Principal Balance      Mortgage
 Property Type                Loans           Outstanding          Pool

 Single Family                  612           $137,614,308         79.87%
 Low Rise Condominium            41              7,738,290          4.49
 2-4 Units                      124             23,050,368         13.38
 Planned Unit
   Development (PUD)              7              2,181,922          1.27
 High Rise Condominium           10              1,710,026          0.99

           Total                794           $172,294,914        100.00%

                               Purpose of Mortgage Loans
                       Number of          Aggregate         Percent of
                        Mortgage      Principal Balance      Mortgage
 Loan Purpose            Loans           Outstanding           Pool

 Purchase                 351            $ 68,503,246          39.76%
 Refinance (Rate or
   Term)                  210              52,707,054          30.59
 Refinance (Cash-out)     233              51,084,614          29.65

                Total     794            $172,294,914         100.00%

                             Occupancy Types (1)
                      Number of          Aggregate          Percent of
                       Mortgage      Principal Balance       Mortgage
 Occupancy Type         Loans           Outstanding            Pool

 Primary Home             619           $141,069,385           81.88%
 Investor                 144             25,083,495           14.56
 Second Home               31              6,142,035            3.56

          Total           794           $172,294,914          100.00%

 (1)      Based upon representation of the Mortgagors at the time of
          origination.

                                    Exhibit 2
  THE
BANK OF                                           Page Number:             1
  NEW                                            Payment Date:      08/25/97
  YORK

101 Barclay Street, 12E
New York, NY 10286
Attn:  Leslie Gaskill, MBS Unit
       (212) 815-2793


                        INDEPENDENT NATIONAL MORTGAGE CORP.
                 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-D


                                                 Current Payment Information
    Class Information


<TABLE>
<CAPTION>
                          Beginning       Pass Thru       Principal      Interest          Total       Principal    Interest
  Class Code    Name      Cert. Bal.         Rate         Dist. Amt.     Dist. Amt.        Dist.        Losses      Shortfalls
 <S>           <C>     <C>               <C>          <C>            <C>             <C>                 <C>           <C>   
  1799          A-1               0.00    7.000000%            0.00           0.00            0.00        0.00          0.00
  1800          A-2      79,965,646.62    7.000000%    1,668,837.82     466,466.27    2,135,304.09        0.00          0.00
  1801          A-3      15,362,000.00    7.000000%            0.00      89,611.67       89,611.67        0.00          0.00
  1802          A-4       4,301,000.00    7.000000%            0.00      25,089.17       25,089.17        0.00          0.00
  1803          A-5         430,000.00    NA                NA           NA                   0.00        0.00          0.00
  1804          A-6      30,100,000.00    7.000000%            0.00     175,583.33      175,583.33        0.00          0.00
  1805          A-7      11,684,000.00    7.000000%            0.00      68,156.67       68,158.67        0.00          0.00
  1806          A-8      10,925,193.61    7.000000%       13,960.07      63,730.30       77,690.36        0.00          0.00
  1807           X      172,294,914.21    1.265087%       NA            181,640.06      181,640.06        0.00          0.00
  1808          A-R               0.00    7.000000%            0.00           0.00            0.00        0.00          0.00
  1809          B-1      10,612,218.89    7.000000%        7,428.84      61,904.61       69,333.45        0.00          0.00
  1810          B-2       4,548,374.96    7.000000%        3,183.98      26,532.19       29,716.17        0.00          0.00
  1811          B-3       3,030,937.88    7.000000%        2,121.74      17,680.47       19,802.21        0.00          0.00
  1812          B-4       1,111,999.93    7.000000%          778.43       6,486.67        7,265.10        0.00          0.00
  1813          B-5         607,171.65    7.000000%          425.04       3,541.83        3,966.87        0.00          0.00
  1814          B-6       1,314,026.45    7.000000%          919.85       7,665.15        8,585.01        0.00          0.00

  Totals         -      173,992,570.01        -        1,697,655.76   1,194,088.38    2,891,744.15        0.00          0.00

(table continued)

                   Ending Cert./     Unpaid
  Class Code       Notional Bal.     Interest
 <S>             <C>                  <C>
  1799                      0.00       0.00
  1800             78,296,808.80       0.00 
  1801             15,362,000.00       0.00
  1802              4,301,000.00       0.00
  1803                430,000.00       0.00
  1804             30,100,000.00       0.00
  1805             11,684,000.00       0.00
  1806             10,911,233.55       0.00
  1807            172,294,914.21       0.00
  1808                      0.00       0.00
  1809             10,604,790.06       0.00
  1810              4,545,190.99       0.00
  1811              3,028,816.14       0.00
  1812              1,111,221.50       0.00
  1813                606,746.61       0.00
  1814              1,313,106.59       0.00

  Totals          172,294,914.25       0.00

</TABLE>


  THE
BANK OF                                           Page Number:             2
  NEW                                            Payment Date:      08/25/97
 YORK

101 Barclay Street, 12E
New York, NY 10286
Attn:  Leslie Gaskill, MBS Unit
       (212) 815-2793


                        INDEPENDENT NATIONAL MORTGAGE CORP.
                 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-D

          Original Class Information                      Factors per $1,000

  Class Information


<TABLE>
<CAPTION>
                            Original      Pass Thru       Cusip                    Principal        Interest             Ending
  Type          Name        Cert. Bal.      Rate         Numbers                     Dist.            Dist.            Cert. Bal.
<S>            <C>      <C>               <C>          <C>                      <C>                 <C>            <C>
 Senior         A-1       28,557,900.00    7.000000%    126691-RS5                0.00000000         0.00000000         0.00000000
                A-2       82,155,000.00    7.000000%    126691-RT3               20.31328367         5.67788049       953.03765809
                A-3       15,362,000.00    7.000000%    126691-RU0                0.00000000         5.83333333      1000.00000000
                A-4        4,301,000.00    7.000000%    126691-RV8                0.00000000         5.83333333      1000.00000000
                A-5          430,000.00    NA           126691-RW6                0.00000000         0.00000000      1000.00000000
                A-6       30,100,000.00    7.000000%    126691-RX4                0.00000000         5.83333333      1000.00000000
                A-7       11,664,000.00    7.000000%    126691-RY2                0.00000000         5.83333333      1000.00000000
                A-8          112,480.00    7.000000%    126691-RZ9                1.24111543         5.66592248       970.05988136
                 X       205,406,296.72    1.460000%    126691-SC9                0.00000000         0.88429645       838.80054780
 Residual       A-R              100.00    7.000000%    126691-SA3                0.00000000         0.00000000         0.00000000
 Subordinate    B-1       10,784,000.00    7.000000%    126691-SD7                0.68887571         5.74041267       983.38186750
                B-2        4,622,000.00    7.000000%    126691-SE5                0.68887571         5.74041267       983.38186791
                B-3        3,080,000.00    7.000000%    126691-SF2                0.68887571         5.74041265       983.38186504
                B-4        1,130,000.00    7.000000%         N/A                  0.68887571         5.74041264       983.38186198
                B-5          617,000.00    7.000000%         N/A                  0.68887571         5.74041264       983.38186302
                B-6        1,335,296.72    7.000000%         N/A                  0.68887572         5.74041271       983.38187498

                                                                                  8.26486719         5.81329980     838.8005479845
 Totals          -       205,406,296.72        -             -

</TABLE>


  THE
BANK OF                                           Page Number:             3
  NEW                                            Payment Date:      08/25/97
 YORK

101 Barclay Street, 12E
New York, NY 10286
Attn:  Leslie Gaskill, MBS Unit
       (212) 815-2793



                        INDEPENDENT NATIONAL MORTGAGE CORP.
                 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-D


<TABLE>
<CAPTION>

    COLLATERAL INFORMATION                                           DELINQUENCY INFORMATION
<S>                                     <C>                         <C>              <C>             <C>
 Aggregate stated principal balance      173,992,569.97              Period           Loan Count      Ending Stated Balance
 Aggregate prepayment amount               1,575,856.33              1 mo.                    22               5,401,979.97 
 Aggregate liquidation proceeds                    0.00              2 mos.                    5               1,023,769.49 
                                                                     3+ MOS.                   6               1,939,202.45 
                                                                     In foreclosure            5               2,019,238.86
 Aggregate Certificate information for the following
 distribution date                                                   Totals                   38              10,384,190.77

</TABLE>


<TABLE>
<CAPTION>

     Class       Aggregate       Aggregate         Aggregate    
     Type       Percentages     Prepay. Pct.    Certificate Bal.                           TOTAL REO INFORMATION
<S>             <C>             <C>              <C>                  <C>                                          <C>
 Senior          87.689786%      100.000000%      151,085,042.35       Total Number of REO Properties                           4
 Subordinate     12.310214%        0.000000%       21,209,871.90       Total Principal Balance of REO Properties       976,327.85
                                                                       Total Market Value of REO Properties         Not Available

</TABLE>


<TABLE>
<CAPTION>

                                                                                       NEW REO INFORMATION
                                                                 (Mortgage Loans that became REO Properties during the preceding
                 FEES & ADVANCES                                 calendar month.)
<S>                                      <C>                    <C>             <C>                          <C>
 Monthly master servicer fees due             4,651.33           Loan Number     Stated Principal Balance     Date of Acquisition
 Monthly masterservicer fees paid            13,272.89
 Monthly servicer fees paid                  36,370.58            #151202                      138,691.54              N/A
                                                                  #155955                      210,888.44              N/A
 Advances included in this distribution   1,688,837.82            #160799                      377,699.95              N/A
 Aggregate Advances Outstanding                   0.00

</TABLE>

<TABLE>
<CAPTION>

       OTHER INFORMATION                                                     LOSSES & INSURANCE COVERAGES
<S>                                <C>                          <C>                                      <C>
 Available remittance amount        2,891,744.15                 Net realized losses (this period)                0.00
 Principal remittance amount        1,697,655.78                 Cumulative losses (from Cut-Off)                 0.00
 Interest remittance amount         1,194,088.38
                                                                 Bankruptcy Loss Coverage Amount            125,000.00
                                                                 Fraud Loss Coverage Amount               1,739,925.70
                                                                 Special Hazard Loss Coverage Amount      1,739,925.70

</TABLE>




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