CWMBS INC
8-K, 1997-08-27
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): August 26, 1997


          CWMBS,   INC.,  (as  depositor   under  the  Pooling  and
          Servicing  Agreement,   dated  as  of  August   1,  1997,
          providing   for  the   issuance   of  the   CWMBS,  INC.,
          Residential Asset Securitization  Trust 1997-A8, Mortgage
          Pass-Through Certificates, Series 1997-H).


                           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.)

       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 1997-H.

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,  Series  1997-H,  Donaldson,   Lufkin  &  Jenrette   Securities
Corporation   ("DLJ"),  as  the   underwriter  of  the   Underwritten  Senior
Certificates,  has   prepared  certain  materials  (the   "DLJ  Computational
Materials")  for distribution  to  its  potential  investors,  and  Greenwich
Capital Markets, Inc. ("GCM" and,  together with DLJ, the "Underwriters"), as
the  underwriter of the  Underwritten Subordinate Certificates,  has prepared
certain materials (the "GCM Computational Materials") for distribution to its
potential  investors.  Although  the Company  provided the  Underwriters 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 or the GCM 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, and  the GCM  Computational Materials,  listed as  Exhibit 99.2
hereto, are filed on Form SE dated August 26, 1997.
                   
- -------------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings  assigned to  them in  the  prospectus dated  May 27,  1997  and the
prospectus  supplement dated August 26, 1997, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1997-H.

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 August 26, 1997).

     99.2 GCM Computational Materials.
          (filed on Form SE dated August 26, 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:  August 26, 1997

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

Exhibit                                                                  Page
- -------                                                                ----
99.1      DLJ Computational Materials.
          (filed on Form SE dated August 26, 1997).

99.2      GCM Computational Materials.
          (filed on Form SE dated August 26, 1997).




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