CWMBS INC
8-K, 1997-07-28
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):  July 25, 1997


          CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing  Agreement, dated as of July 1, 1997, providing
          for the  issuance of  the COUNTRYWIDE  HOME LOANS,  INC.,
          Mortgage Pass-Through Certificates, Series 1997-5).


                                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 1997-5.

     In  connection with  the  offering  of  the  Mortgage  Pass-Through
Certificates, Series 1997-5,  Bear, Stearns & Co. Inc.  ("Bear Stearns"), and
Countrywide   Securities  Corporation   ("CSC")   as  underwriters   of   the
Underwritten Certificates, have prepared certain materials (the "Bear Stearns
Computational  Materials"   and  the   "Countrywide  Securities   Corporation
Computational Materials" respectively)  for distribution  to their  potential
investors.   Although  the Company  provided Bear  Stearns  and CSC  and 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  Stearns   Computational  Materials  or  the  preparation   of  the
Countrywide Securities Corporation 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 Stearns  Computational Materials, which  are
listed as  Exhibit 99.1  hereto, and  the Countrywide  Securities Corporation
Computational Materials, which  are listed as Exhibit 99.2  hereto, are filed
on Form SE dated July 25, 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 July  25, 1997, of CWMBS,  Inc., relating to  its
Mortgage Pass-Through Certificates, Series 1997-5.



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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

P    99.1 Bear Stearns Computational Materials.
          filed on Form SE dated July 25, 1997.

P    99.2 Countrywide Securities Corporation Computational
          Materials filed on Form SE dated July 25, 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:  July 25, 1997


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


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

99.1      Bear Stearns Computational Materials filed on Form SE 
          dated July 25, 1997.

99.2      Countrywide Securities Corporation Computational 
          Materials filed on Form SE dated July 25, 1997.



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