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

SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 29, 1995
(To Prospectus dated November 23, 1994)


                                 CWMBS, INC.
                                  Depositor

                               INDYMAC, INC./*/
                          Seller and Master Servicer

              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1995-W
                                                   
                                  --------------------

    This Supplement relates to the  offering by the Seller of the  Class B-1,
Class B-2 and  Class B-3 Certificates of  the Series referenced above.   This
Supplement does  not contain complete  information about the offering  of the
Class B-1, Class  B-2 and Class B-3 Certificates.   Additional information is
contained  in  the  Prospectus  Supplement   dated  November  29,  1995  (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
Balances  of  the  Class  B-1, Class  B-2  and  Class  B-3 Certificates  were
approximately $7,548,896, $2,745,231 and $1,715,524, respectively.

    THE CLASS B-1, CLASS B-2  AND 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-1,
CLASS B-2 NOR  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-1, CLASS B-2  AND 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-1, B-2 and 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.  The weighted  average of the proceeds to  the Seller from the sale  of
the Class  B-1,  Class B-2  and  Class B-3  Certificates  is expected  to  be
approximately 98.292% of the aggregate principal balance of such Certificates
as of  the Certificate  Date, before deducting  sale expenses payable  by the
Seller.

    The Class B-1, Class  B-2 and 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-1,  Class  B-2 and  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, INC.

AUGUST 28, 1997

    UNTIL  NINETY  DAYS  AFTER  THE DATE  OF  THIS  SUPPLEMENT,  ALL  DEALERS
EFFECTING  TRANSACTIONS   IN  THE  CLASS   B-1,  CLASS  B-2  AND   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 790 Mortgage Loans having an aggregate Stated Principal Balance
of approximately $111,980,989.

    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  . . . . . . . . . . . . . . . . . . . . .              790
Delinquent Mortgage Loans and Pending Foreclosures at Period End (1)                     
    30-59 days  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             3.29%
    60-90 days  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             0.89%
    91 days or more (excluding pending foreclosures)  . . . . . . . . . .             0.51%
                                                                                 ---------------
Total Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . .             4.69%
                                                                                 ===============
Foreclosures Pending  . . . . . . . . . . . . . . . . . . . . . . . . . .             0.63%
                                                                                 ---------------
Total Delinquencies and foreclosures pending  . . . . . . . . . . . . . .             5.32%
                                                                                 ===============
</TABLE>
______________
(1) As  a  percentage  of  the  total number  of  Mortgage  Loans  as  of the
    Reference Date.


    Three  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
                                                              December 31,                     As of
                                                                                             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-1, CLASS B-2 AND CLASS B-3 CERTIFICATES

    The Class  B-1, Class  B-2 and  Class B-3  Certificates are  Subordinated
Certificates.  To  the extent  funds are available  therefor, the Class  B-1,
Class B-2 and  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-1, Class B-2 and 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-1, Class  B-2 and  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 Balances of  the Class
B-1,  Class B-2  and Class  B-3 Certificates  were approximately  $7,548,896,
$2,745,231  and  $1,715,524,  respectively, evidencing  beneficial  ownership
interests of approximately 6.74%, 2.45% and 1.53%, respectively, in the Trust
Fund.  As of the Certificate  Date, the Senior Certificates had an  aggregate
principal balance of approximately $97,569,155 and evidenced in the aggregate
a beneficial  ownership interest of  approximately 87.13% in the  Trust Fund.
As  of  the  Certificate Date,  the  Class  B-4,  Class  B-5  and  Class  B-6
Certificates  had  aggregate  principal balances  of  $754,400,  $686,798 and
$960,985, respectively, and evidenced in the aggregate a beneficial ownership
interest of approximately 0.67%, 0.61%  and 0.86%, 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-1,  Class  B-2  and  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>
$111,980,988.60      8.9151603592%     8.5268174028%          360              22           338  

</TABLE>

(ii)  the Mortgage Loan prepays 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-1, Class  B-2 and 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 TABLES

    The following  tables indicate  the percentage  of  the Certificate  Date
Principal  Balance of the  Class B-1, Class  B-2 and Class  B-3 Certificates,
respectively, 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-1, CLASS B-2 AND CLASS B-3 CERTIFICATE BALANCE
OUTSTANDING/*/

<TABLE>
<CAPTION>
                                                                 Percentages of SPA
                                            ----------------------------------------------------------
Distribution Date                             0%       200%       375%      450%       600%       800%
                                            ----       ----       ----      ----       ----       ----
<S>                                         <C>        <C>        <C>       <C>        <C>        <C>
Initial . . . . . . . . . . . . . . .       100%       100%       100%      100%       100%       100%
August 1998 . . . . . . . . . . . . .        99%        99%        99%       99%        99%        99%
August 1999 . . . . . . . . . . . . .        98%        98%        98%       98%        98%        98%
August 2000 . . . . . . . . . . . . .        97%        97%        97%       97%        97%        61%
August 2001 . . . . . . . . . . . . .        96%        93%        91%       90%        71%        32%
August 2002 . . . . . . . . . . . . .        95%        88%        82%       79%        45%        16%
August 2003 . . . . . . . . . . . . .        94%        81%        70%       61%        28%         8%
August 2004 . . . . . . . . . . . . .        92%        72%        57%       44%        18%         4%
August 2005 . . . . . . . . . . . . .        91%        63%        44%       32%        11%         2%
August 2006 . . . . . . . . . . . . .        89%        54%        33%       23%         7%         1%
August 2007 . . . . . . . . . . . . .        87%        47%        25%       16%         4%         1%
August 2008 . . . . . . . . . . . . .        85%        40%        19%       12%         3%         0%
August 2009 . . . . . . . . . . . . .        83%        35%        15%        8%         2%         0%
August 2010 . . . . . . . . . . . . .        81%        30%        11%        6%         1%         0%
August 2011 . . . . . . . . . . . . .        78%        25%         8%        4%         1%         0%
August 2012 . . . . . . . . . . . . .        75%        21%         6%        3%         0%         0%
August 2013 . . . . . . . . . . . . .        72%        18%         5%        2%         0%         0%
August 2014 . . . . . . . . . . . . .        69%        15%         3%        1%         0%         0%
August 2015 . . . . . . . . . . . . .        65%        13%         2%        1%         0%         0%
August 2016 . . . . . . . . . . . . .        61%        10%         2%        1%         0%         0%
August 2017 . . . . . . . . . . . . .        56%         8%         1%        0%         0%         0%
August 2018 . . . . . . . . . . . . .        51%         7%         1%        0%         0%         0%
August 2019 . . . . . . . . . . . . .        46%         5%         1%        0%         0%         0%
August 2020 . . . . . . . . . . . . .        40%         4%         0%        0%         0%         0%
August 2021 . . . . . . . . . . . . .        34%         3%         0%        0%         0%         0%
August 2022 . . . . . . . . . . . . .        27%         2%         0%        0%         0%         0%
August 2023 . . . . . . . . . . . . .        19%         1%         0%        0%         0%         0%
August 2024 . . . . . . . . . . . . .        11%         1%         0%        0%         0%         0%
August 2025 . . . . . . . . . . . . .         2%         0%         0%        0%         0%         0%
August 2026 . . . . . . . . . . . . .         0%         0%         0%        0%         0%         0%
August 2027 . . . . . . . . . . . . .         0%         0%         0%        0%         0%         0%
                                            ----      -----      -----      ----       ----       ----
Weighted Average Life (years)** . . .      19.45      10.86       8.25      7.31       5.39       3.77
                                            ====      =====      =====      ====       ====       ====

</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 $1,785,944, $100,000 and $2,576,476, respectively.


                   CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    Prospective  purchasers  of  the  Class B-1,  Class  B-2  and  Class  B-3
Certificates  should consider  carefully  the income  tax consequences  of an
investment  in the Class B-1, Class B-2  and 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-1,  Class  B-2  and  Class  B-3
Certificates  should  consider   carefully  the  ERISA  consequences   of  an
investment in the Class B-1,  Class B-2 and 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-1,
Class B-2 and 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-1,  Class B-2 and Class B-3  Certificates are currently rated
"AA," "A"  and "BBB," respectively, by  Duff & Phelps  Credit Rating Company.
See "Ratings" in the Prospectus Supplement.


                               USE OF PROCEEDS

    The Seller  intends to use the net proceeds from the sale of the Class B-
1, Class B-2 and 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-1,  Class B-2 and Class B-3 Certificates.   Distribution of the Class
B-1, Class B-2  and 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-1,  Class B-2  and 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-1,
Class B-2  and Class B-3 Certificates, but has no obligation to do so.  There
can be no assurance that a secondary  market for the Class B-1, Class B-2 and
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
<TABLE>
<CAPTION>
                                          Mortgage Rates (1)
        ----------------------------------------------------------------------------------------------
                                           Number of                       Aggregate        Percent of
             Range of                       Mortgage               Principal Balance          Mortgage
        Mortgage Rates (%)                     Loans                     Outstanding              Pool
        ----------------------------------------------------------------------------------------------
        <S>                                <C>                     <C>                      <C>
          7.751 - 8.000                           11                  $   1,746,448             1.56%
          8.001 - 8.250                           14                      3,288,760             2.94
          8.251 - 8.500                           75                     14,247,172            12.72
          8.501 - 8.750                          158                     26,130,827            23.34
          8.751 - 9.000                          218                     30,242,102            27.01
          9.001 - 9.250                          158                     18,906,074            16.87
          9.251 - 9.500                           95                     11,063,280             9.88
          9.501 - 9.750                           40                      4,522,415             4.04
          9.751 - 10.000                          15                      1,397,512             1.25
         10.001 - 10.250                           3                        264,707             0.24
         10.251 - 10.500                           2                        113,355             0.10
         10.501 - 10.750                           1                         58,339             0.05
                                           ---------                ----------------------------------
                Total                            790                   $111,980,989           100.0%
                                           =========                ==================================
</TABLE>
(1) As of the Reference Date, the weighted average Mortgage Rate of the
    Mortgage Loans is expected to be approximately 8.915%.


<TABLE>
<CAPTION>
                             Current Mortgage Loan Principal Balances (1) Aggregate
       -----------------------------------------------------------------------------------------------
                                                 Number of                Principal         Percent of
       Range of Current Mortgage                  Mortgage                  Balance           Mortgage
         Loan Principal Balance                      Loans              Outstanding               Pool
       -----------------------------------------------------------------------------------------------
       <S>                                       <C>            <C>                         <C>
               $0   -            $50,000                83      $         3,301,410             2.95%
          $50,001   -           $100,000               265               20,073,425            17.93
         $100,001   -           $150,000               194               23,791,657            21.23
         $150,001   -           $200,000                94               16,108,726            14.39
         $200,001   -           $250,000                58               12,922,384            11.54
         $250,001   -           $300,000                33                9,033,318             8.07
         $300,001   -           $350,000                19                6,079,669             5.43
         $350,001   -           $400,000                20                7,577,897             6.77
         $400,001   -           $450,000                 6                2,579,329             2.30
         $450,001   -           $500,000                 8                3,769,701             3.37
         $500,001   -           $550,000                 2                1,054,298             0.94
         $600,001   -           $650,000                 3                1,896,793             1.69
         $650,001   -           $700,000                 1                  679,610             0.61
         $700,001   -           $750,000                 2                1,449,816             1.29
         $750,001   -           $800,000                 1                  769,984             0.69
         $850,001   -           $900,000                 1                  892,972             0.80
                                                 ---------          ----------------------------------
                Total                                  790             $111,980,989           100.0%
                                                 =========          ==================================

</TABLE>
(1) As of the Reference Date, the average current Mortgage Loan principal
    balance is expected to be $141,748.

<TABLE>
<CAPTION>
                                   Original Loan-to-Value Ratios (1)
       -----------------------------------------------------------------------------------------------
                                                                           Aggregate        Percent of
      Original Loan-to-Value              Number of                Principal Balance          Mortgage
            Ratios (%)               Mortgage Loans                      Outstanding              Pool
       -----------------------------------------------------------------------------------------------
       <S>                          <C>                 <C>                                <C>

         60.00 and Below                        100      $                13,128,920           11.72%
          60.01 - 65.00                          59                        8,388,851            7.49
          65.01 - 70.00                         118                       16,094,049           14.37
          70.01 - 75.00                         133                       18,844,609           16.83
          75.01 - 80.00                         278                       39,078,006           34.91
          80.01 - 85.00                           6                          834,032            0.74
          85.01 - 90.00                          64                        9,936,574            8.87
          90.01 - 95.00                          32                        5,675,947            5.07
                                           ---------                ----------------------------------
                Total                           790                     $111,980,989           100.0%
                                           =========                ==================================
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Mortgage Loans
    is expected to be approximately 74.47%.

<TABLE>
<CAPTION>
                            Original Term to Maturity (1)
       -----------------------------------------------------------------------------------------------
                                                                        Aggregate           Percent of
       Original Term to                  Number of              Principal Balance             Mortgage
      Maturity (Months)             Mortgage Loans                    Outstanding                 Pool
       -----------------------------------------------------------------------------------------------
       <S>                          <C>                 <C>                               <C>
             360                               790      $             111,980,989             100.0%
                                           ---------                ----------------------------------
                Total                          790                   $111,980,989             100.0%
                                           =========                ==================================
</TABLE>
(1) As of the Reference Date, the weighted average remaining term to maturity
    of the Mortgage Loans is expected to be approximately 339 months.

<TABLE>
<CAPTION>
                    State Distribution of Mortgage Properties (1)
       -----------------------------------------------------------------------------------------------
                                          Number of                     Aggregate           Percent of
                                           Mortgage             Principal Balance             Mortgage
             State                            Loans                   Outstanding                 Pool
       -----------------------------------------------------------------------------------------------
       <S>                                <C>                    <C>                       <C>

Arizona                                          54               $     5,668,994               5.06%
California                                      252                    45,423,173              40.57
Colorado                                         38                     4,278,641               3.82
Florida                                          63                     5,538,773               4.95
Hawaii                                           11                     2,773,346               2.48
Nevada                                           28                     3,325,298               2.97
New York                                         38                     5,895,355               5.26
Oregon                                           43                     5,402,828               4.82
Texas                                            21                     2,765,043               2.47
Utah                                             22                     3,084,100               2.75
Washington                                       56                     6,933,207               6.19
Other (1)                                       164                    20,892,233              18.66
                                           ---------                ----------------------------------
                Total                           790               $   111,980,989             100.0%
                                           =========                ==================================
</TABLE>
(1) Other includes 29 other states, and the District of Columbia, with under
    2% concentration individually.  No more than approximately 1.15% of the
    Mortgage Loans will be secured by Mortgaged Properties located in any one
    postal zip code area.

<TABLE>
<CAPTION>
                                 Documentation of Mortgage Loans
       -----------------------------------------------------------------------------------------------
                                         Number of                    Aggregate         Percent of
                                          Mortgage            Principal Balance           Mortgage
        Type of Program                      Loans                  Outstanding               Pool
       -----------------------------------------------------------------------------------------------
       <S>                               <C>                 <C>                       <C>
Full                                        248              $      33,641,424               30.04%
Alternative                                  78                     10,489,829                9.37
Reduced                                     464                     67,849,736               60.59
                                        ---------                ----------------------------------
                Total                       790              $     111,980,989              100.0%
                                        =========                ==================================

</TABLE>

<TABLE>
<CAPTION>
                                    Purpose of Mortgage Loans
- -----------------------------------------------------------------------------------------------
                               Number of                    Aggregate         Percent of
                                Mortgage            Principal Balance           Mortgage
Loan Purpose                       Loans                  Outstanding               Pool
- -----------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                       <C>
Purchase                            456              $      60,546,928           54.07 %
Refinance (Rate or
   Term)                            138                     23,016,363           20.55
                    
Refinance (Cash-out)                196                     28,417,698           25.38

                                ---------                ----------------------------------
                Total               790               $    111,980,989           100.0%
                                =========                ==================================


</TABLE>

<TABLE>
<CAPTION>
                                   Type of Mortgaged Properties
       -----------------------------------------------------------------------------------------------
                                         Number of                    Aggregate         Percent of
                                          Mortgage            Principal Balance           Mortgage
         Property Type                       Loans                  Outstanding               Pool
       -----------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                         <C>
Single Family                               570            $        87,990,150               78.58%
Low Rise Condominium                         68                      6,253,519                5.58
2-4 Units                                   119                     13,983,670               12.49
Planned Unit
     Development (PUD)                       11                      1,366,011                1.22
Co-Op                                         4                        314,265                0.28
Townhouse                                     2                        147,208                0.13
High Rise Condominium                        16                      1,926,166                1.72
                                         ---------                ----------------------------------
                Total                       790            $       111,980,989               100.0%
                                         =========                ==================================

</TABLE>

<TABLE>
<CAPTION>
                                        Occupancy Types(1)
       -----------------------------------------------------------------------------------------------
                                        Number of                    Aggregate          Percent of
                                         Mortgage            Principal Balance            Mortgage
        Occupancy Type                      Loans                  Outstanding                Pool
       -----------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                         <C>
Primary Home                               514            $        87,153,635                77.83%
Investor                                   232                     19,770,043                17.65
                                            44                      5,057,311                 4.52
Second Home
                                       ---------                ----------------------------------
                Total                      790            $       111,980,989                100.0%
                                       =========                ==================================
</TABLE>
(1) Based upon representation of the Mortgagors at the time of origination.

                                  EXHIBIT 2

THE BANK OF NEW YORK
CORPORATE TRUST AND AGENCY SERVICES
101 BARCLAY STREET
NEW YORK, NEW YORK 10286

CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1995-W

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENTS DATED NOVEMBER 1, 1995
CUSIP #126691

<TABLE>
<CAPTION>
                                                             Distribution Date             08/25/97   
<S>      <C>                                   <C>                 <C>                  <C>
4.06(i)  Reduction of the Stated Amount of                                SINGLE                 TOTAL
         Certificates                                                CERTIFICATE                AMOUNT
         Class A-1 Certificates                 PF5                 $16.94063606          1,701,187.46
         Class A-2 Certificates                 PG3                  $0.00000000                  0.00
         Class A-3 Certificates                 PH1                  $0.67840030              8,506.06
         Class A-4 Certificates                 PJ7                  N/A                  N/A
         Class A-5 Certificates                 PK4                  $0.00000000                  0.00
         Class A-6 Certificates                 PL2                  $0.00000000                  0.00
         Class A-7 Certificates                 PM0                  $0.00000000                  0.00
         Class X Certificates                   PP3                  N/A                  N/A
         Class A-R Certificates                 PQ1                  $0.00000000                  0.00
         Class B-1 Certificates                 PR9                  $0.67840030              5,227.07
         Class B-2 Certificates                 PS7                  $0.67840029              1,900.88
         Class B-3 Certificates                 PT5                  $0.67840029              1,187.88
         Class B-4 Certificates                                      $0.67840028                522.37
         Class B-5 Certificates                                      $0.67840030                475.56
         Class B-6 Certificates                                      $0.67840008                665.41

                                                Total Amount                              1,719,672.69

    Aggregate amount of any Principal                                                     1,640,997.53
    Prepayments

4.06(i)  Reduction of the Stated Amount of           INTEREST             SINGLE                 TOTAL
         Certificates                               SHORTFALL        CERTIFICATE                AMOUNT
         Class A-1 Certificates                         $0.00        $4.42089374            443,948.44
         Class A-2 Certificates                         $0.00        $6.04166667             22,354.17
         Class A-3 Certificates                         $0.00        $5.81714825             72,937.74
         Class A-4 Certificates                         $0.00        $0.06498669              6,524.08
         Class A-5 Certificates                         $0.00        $5,93750000             18,548.75
         Class A-6 Certificates                         $0.00        $5,93750000             17,218.75
         Class A-7 Certificates                         $0.00        $5,93750000             16,037.19
         Class X Certificates                           $0.00        $0.86924041            121,775.26
         Class A-R Certificates                         $0.00        $0.00000000                  0.00
         Class B-1 Certificates                         $0.00        $5.92336023             45,639.49
         Class B-2 Certificates                         $0.00        $5.92336021             16,597.26
         Class B-3 Certificates                         $0.00        $5.92336020             10,371.80
         Class B-4 Certificates                         $0.00        $5.92336012              4,560.99
         Class B-5 Certificates                         $0.00        $5.92336026              4,152.28
         Class B-6 Certificates                         $0.00        $5.92335830              5,809.97

                                                Total Amount                                806,476.17

4.06(iii)    Amount of interest shortfall                                                         0.00

4.06(iv)     Stated Amount of Certificates        ORIGINAL          SINGLE               TOTAL
             after this Distribution               BALANCE       CERTIFICATE            AMOUNT

         Class A-1 Certificates                100,420,519.00      $725.54676677         72,859,782.88
         Class A-2 Certificates                  3,700,000.00    $1,000.00000000          3,700,000.00
         Class A-3 Certificates                 12,538,402.00      $979.73984455         12,284,372.03
         Class A-4 Certificates                100,391,095.00      $725.75941997         72,859,782.88
         Class A-5 Certificates                  3,124,000.00    $1,000.00000000          3,124,000.00
         Class A-6 Certificates                  2,900,000.00    $1,000.00000000          2,900,000.00
         Class A-7 Certificates                  2,701,000.00    $1,000.00000000          2,701,000.00
         Class X Certificates                  140,093,879.00      $799.32820334        111,980,988.60
         Class A-R Certificates                        100.00        $0.00000000                  0.00
         Class B-1 Certificates                  7,705,000.00      $979.73984524          7,548,895.51
         Class B-2 Certificates                  2,802,000.00      $979.73984208          2,745,231.04
         Class B-3 Certificates                  1,751,000.00      $979.73983919          1,715,524.46
         Class B-4 Certificates                    770,000.00      $979.73982635            754,399.67
         Class B-5 Certificates                    701,000.00      $979.73984948            686,797.63
         Class B-6 Certificates                    980,858.00      $979.73952573            960,985.35

                                                Total                                  $111,980,988.56

4.06(v)  The Pool Stated Principal Balance for the following                            111,980,988.60
         Distribution Date

4.06(vi)     Senior Percentage for this Distribution Date                                 87.13108430%
    Subordinated Percentage for this Distribution Date                                    12.86891570%

4.06(vii)    Amount of the Master Servicing Fees paid to or                                  35,956.66
             retained by the Master Servicer and servicers
             with respect to such Distribution Date

4.06(viii)   Pass-Through Rate and for each
             Class of Certificates
         Class A-1 Certificates                                                            7.14500000%
         Class A-2 Certificates                                                            7.25000000%
         Class A-3 Certificates                                                            7.12000000%
         Class A-4 Certificates                                                            0.10500000%
         Class A-5 Certificates                                                            7.12500000%
         Class A-6 Certificates                                                            7.12500000%
         Class A-7 Certificates                                                            7.12500000%
         Class X Certificates                                                              1.28521955%
         Class A-R Certificates                                                            7.25000000%
         Class B-1 Certificates                                                            7.25000000%
         Class B-2 Certificates                                                            7.25000000%
         Class B-3 Certificates                                                            7.25000000%
         Class B-4 Certificates                                                            7.25000000%
         Class B-5 Certificates                                                            7.25000000%
         Class B-6 Certificates                                                            7.25000000%

4.06(ix)     Amount of Advances included in the distribution                                 45,090.70
             on such Distribution Date
    Aggregate amount of Advances outstanding as                                              61,449.34
    of the close of business on such
    Distribution Date

4.06(x)  The number and aggregate principal amounts of
         Mortgage Loans delinquent
                                                  30 to 59                    26          4,189,402.28
                                                    days
                                                  60 to 89                     7            582,694.41
                                                    days
                                                 90 or more                    4            734,028.84

    The number and aggregate principal amounts of Mortgage Loans in foreclosure
                                                     In                        5          1,425,593.57
                                                 foreclosure

4.06(xi)     The aggregate dollar amount of Scheduled Payments for each of
             Mortgage Loan for the preceding 12 calendar months or all calendar
             months since cut-off date
    (a)   All outstanding Mortgage loans on each Due Date                                         0.00
    (b)   Delinquent 60 days or more on each of the Due                                           0.00
    Dates

4.06(xii)    Loan number and Stated Principal Balance of any         None                         0.00
             Mortgage loan that became an REO Property during
             the preceding calendar month.

4.06(xiii)   Total number and principal balance of any REO                     3           $253,402.94
             Propetrties as of the close of business on the
             Determination Date preceding such Distribution
             Date.

4.06(xiv)    Senior Prepayment Percentage                                                100.00000000%

4.06(xv)     Aggregate amount of Realized Losses incurred during the preceding                    0.00
             calendar month
    Aggregate amount of Realized Losses through Distribution                                      0.00
    Date

4.06(xvi)    Special Hazard Loss Coverage                                                $1,785,943.70
             Amount
    Required Fraud Loss Coverage                                                         $2,576,476.42
    Current Bankruptcy Amount                                                              $100,000.00

4.06(xvii)   Guaranteed Distributions for such Distribution date and amounts in
             respect of the Guaranteed Distributions paid under the applicable
             Policy
         A-3                                                                                $81,443.80
         A-5                                                                                $18,548.75
         A-6                                                                                $17,218.75
         A-7                                                                                $16,037.19

4.06(xviii)  Withdrawal from Reserve Fund for such                                                0.00
             Distribution Date

4.06(xix)    Amount remaining in the Reserve Fund after                                       5,044.79
             taking into account amounts withdrawn for such
             distribution date

</TABLE>


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