CWMBS INC
8-K, 1997-10-15
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 14, 1997


          CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing  Agreement,  dated  as of  September  1,  1997,
          providing  for  the  issuance of  the  CWMBS,  INC., Home
          Equity Mortgage  Loan Asset-Backed Trust,  Mortgage Pass-
          Through Certificates, Series SPMD 1997-A).


                           CWMBS, INC.                     
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)


          Delaware               333-26425          95-4449516   
- ----------------------------   ------------     -----------------
(State or Other Jurisdiction   (Commission     (I.R.S. Employer
     of Incorporation)         File Number)   Identification No.)




       4500 Park Granada
       Calabasas, California                         91302  
     -------------------------                    ----------
       (Address of Principal                      (Zip Code)
        Executive Offices)

Registrant's telephone number, including area code (818) 304-5591
                                                   ----- --------

_________________________________________________________________


Item 5.   Other Events.
- ----      ------------

Filing of Derived 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 SPMD 1997-A

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates, Series SPMD 1997-A, Greenwich Capital Markets, Inc. ("GCM"), as
the underwriter of  the Class A Certificates, has  prepared certain materials
(the  "Derived Materials")  for  distribution  to  its  potential  investors.
Although the  Company provided  GCM  with certain  information regarding  the
characteristics of the Mortgage  Loans in the  related portfolio, it did  not
participate in the preparation of the Derived Materials.

     For purposes  of this  Form 8-K, Derived  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 Derived  Materials of GCM listed  as Exhibit 99.1
hereto, are filed on Form SE dated October 14, 1997.











                   
- -------------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings  assigned to  them in  the Prospectus  and Prospectus  Supplement of
CWMBS, Inc., relating  to its Mortgage Pass-Through Certificates, Series SPMD
1997-A.


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Derived Materials.
          (filed on Form SE dated October 14, 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:  October 14, 1997




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


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

99.1      Derived Materials



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