CWMBS INC
8-K, 1997-03-26
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): September 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

     (Issuer in respect of Mortgage Pass-Through Certificates, Series 1996-E)

               (Exact name of registrant as specified in charter)

    Delaware                    33-63714                 95-4449516
- --------------------------------------------------------------------------------
   (State or other            (Commission File No.      (I.R.S. Employer
    jurisdiction of                                      Identification No.)
    organization)



   155 N. Lake Avenue, Pasadena, CA                             911009-7137
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's Telephone Number, including area code:  (818)-304-4428

                                 Not Applicable
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)



<PAGE>


Item 5.  Other Events

                                   CWMBS, INC.
                       Mortgage Pass-Through Certificates
                                  Series 1996-E

On September 25, 1996, The Bank of New York, as Trustee for CWMBS, Inc. Mortgage
Pass-Through  Certificates,  Series  1996-E,  made  a  monthly  distribution  to
Certificateholders  of  principal  and/or  interest  pursuant to the Pooling and
Servicing  Agreement,  dated  as of  March 1,  1996,  among  CWMBS,  Inc.  as
Depositor, Independent National Mortgage Corporation, Seller and Master Servicer
and The Bank of New York, as Trustee.

Item 7.  Financial Statements and Exhibits

                    (c) Exhibits

Exhibit No.         Description

     1              Report to  Holders  of CWMBS,  Inc.,  Mortgage  Pass-Through
                    Certificates Series 1996-E relating to the distribution date
                    of September 25, 1996  prepared by The Bank of New York,  as
                    Trustee under the Pooling and Servicing  Agreement  dated as
                    of March 1, 1996.
<PAGE>
                                   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 thereunto duly authorized.

Dated:  September 25, 1996


                                        CSMBS, INC.


                                    By: /s/ Jonathan Chayes
                                        -------------------
                                        Name:  Jonathan Chayes
                                        Assistant Treasurer
                                        The Bank of New York,
                                        as Trustee

<PAGE>
                                 EXHIBIT INDEX

Exhibit                                       Page

1.      Monthly Remittance Statement dated      5
        September 25, 1996


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 1996-E

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENT DATED MARCH 1, 1996
CUSIP #126691

                                         Distribution Date             09/25/96

<TABLE>
<CAPTION>

                                                                                           SINGLE                 TOTAL
Reduction of the Stated Amount of Certificates                                           CERTIFICATE             AMOUNT
     <S>                                                      <C>                           <C>                  <C>
     Class A-1 Certificates.                                  TJ3                           $190.25969937        $2,768,560.02
     Class A-2 Certificates.                                  TKO                             $0.00000000                $0.00
     Class A-3 Certificates.                                  TL8                             $0.00000000                $0.00
     Class A-4 Certificates.                                  TM6                             $0.60526804           $11,625.96
     Class A-5 Certificates.                                  TN4                             $0.00000000                $0.00
     Class PO Certificates.                                   TP9                             $0.91807933               $46.25
     Class A-R Certificates.                                  TU8                             $0.00000000                $0.00
     Class X Certificates.                                    TQ7                             $0.00000000                $0.00
     Class B-1 Certificates.                                  TR5                             $0.60526843            $9,356.68
     Class B-2 Certificates.                                  TS3                             $0.60526820            $3,341.67
     Class B-3 Certificates.                                  TT1                             $0.60526767            $2,005.00
     Class B-4 Certificates.                                  N/A                             $0.60562910            $1,136.17
     Class B-5 Certificates.                                  N/A                             $0.60526749              $401.00
     Class B-6 Certificates.                                  N/A                             $0.60526925            $1,136.17

                                                                                                    Total        $2,797,608.92

Aggregate amount of any Principal Prepayment                                                                     $2,607,075.52
</TABLE>

<TABLE>
<CAPTION>

                                                                                                    SINGLE                TOTAL
Amounts distributed representing interest                                                      CERTIFICATE               AMOUNT
     <S>                                                                                       <C>                   <C>
     Class A-1 Certificates.                                                                   $2.59308762           $37,733.26
     Class A-2 Certificates.                                                                   $5.77499999          $571,075.26
     Class A-3 Certificates.                                                                   $5.83333328          $287,189.61
     Class A-4 Certificates.                                                                   $5.81695041          $111,731.71
     Class A-5 Certificates.                                                                   $0.00000000                $0.00
     Class PO Certificates.                                                                    $0.00000000                $0.00
     Class A-R Certificates.                                                                   $0.00000000                $0.00
     Class X Certificates.                                                                     $1.15878242          $251,805.92
     Class B-1 Certificates.                                                                   $5.81695014           $89,922.65
     Class B-2 Certificates.                                                                   $5.81695005           $32,115.23
     Class B-3 Certificates.                                                                   $5.81695136           $19,269.14
     Class B-4 Certificates.                                                                   $5.81694841           $10,919.18
     Class B-5 Certificates.                                                                   $5.81695262            $3,853.83
     Class B-6 Certificates.                                                                   $5.81694980           $10,919.18

                                                                                                     Total        $1,426,534.97
</TABLE>

Amount of shortfall which is less than the full amount that would be
distributed:
                 Principal                                                 0.00
                 Interest                                                  0.00

<PAGE>

<TABLE>
<CAPTION>

Stated Amount of Certificates after this Distribution                        ORIGINAL            SINGLE             TOTAL
                                                                              BALANCE         CERTIFICATE           AMOUNT
<S>                                                                         <C>                 <C>                 <C>
Class A-1 Certificates.                                                     14,551,479.00       $257.46765398       $3,746,535.16
Class A-2 Certificates.                                                     98,887,491.00    $ 1,000.00000000      $98,887,491.00
Class A-3 Certificates.                                                     49,232,505.00    $ 1,000.00000000      $49,232,505.00
Class A-4 Certificates.                                                     19,207,953.00       $996.58619115      $19,142,380.72
Class A-5 Certificates.                                                     10,200,000.00     $1,035.51440392      $10,562,246.92
Class PO Certificates.                                                          50,376.91       $995.39312753         $50,144.,88
Class A-R Certificates.                                                            100.00         $0.00000000               $0.00
Class X Certificates.                                                      217,302,158.28       $951.25969731     $206,710,785.31
Class B-1 Certificates.                                                     15,458,728.00       $996.58619002      $15,405,954.84
Class B-2 Certificates.                                                      5,520,974.00       $996.58619113       $5,502,126.45
Class B-3 Certificates.                                                      3,312,584.00       $996.58619072       $3,301,275.47
Class B-4 Certificates.                                                      1,877,132.00       $996.58618041       $1,870,723.81
Class B-5 Certificates.                                                        662,517.00       $996.58620081         $660,255.30
Class B-6 Certificates.                                                      1,877,131.55       $996.58617959       $1,870,723.36

                                                                                                        Total      210,232,362.86
</TABLE>

The Pool Stated Principal Balance for the following              210,232,362.86
Distribution Date:

Senior Percentage for the following Distribution Date            78.0289384932%
Subordinated Percentage for the following                      13.163770879183%
Distribution Date

Amount of the Master Servicing Fees paid to or                        67,980.78
retained by the Master Servicer with respect to such
Distribution Date

<TABLE>
<CAPTION>

Pass-Through Rate for each such Class of Certificates
     <S>                                                                                                              <C>
     Class A-1 Certificates.                                                                                          3.91632%
     Class A-2 Certificates.                                                                                          6.93000%
     Class A-3 Certificates.                                                                                          7.00000%
     Class A-4 Certificates.                                                                                          6.98746%
     Class A-5 Certificates.                                                                                          0.00000%
     Class PO Certificates.                                                                                                N/A
     Class A-R Certificates.                                                                                               N/A
     Class X Certificates.                                                                                            1.40945%
     Class B-1 Certificates.                                                                                          6.98746%
     Class B-2 Certificates.                                                                                          6.98746%
     Class B-3 Certificates.                                                                                          6.98746%
     Class B-4 Certificates.                                                                                          6.98745%
     Class B-5 Certificates.                                                                                          6.98746%
     Class B-6 Certificates.                                                                                          6.98745%
</TABLE>

Amount of Advances included in the distribution on                   $35,475.84
this Distribution Date
Aggregate amount of Advances outstanding as of the                   $49,889.25
close of business on such Distribution Date

<TABLE>
<CAPTION>

A. The number and aggregate principal amounts of Mortgage Loans delinquent
                                        <S>                                                        <C>        <C>
                                        30 to 59 days                                              23         $2,987,966.07
                                        60 to 89 days                                               8         $1,016,724.29
                                           90 or more                                               4           $378,281.99
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

B. The number and aggregate principal amounts of
Mortgage Loans in foreclosure
                           <S>                                                                         <C>      <C>
                           In foreclosure                                                              7        $658,429.91
</TABLE>

Loan number and Stated  Principal  Balance
for any Mortgage  loan that became an
REO Property during the preceding calendar month.    #123278         $31,945.60

Total number and principal balance of any REO              1         $31,945.60
Properties as of the close of business on the
Determination Date preceding such Distribution Date


Senior Prepayment Percentage for following                    100.000000000000%
Distribution Date

Aggregate amount of Realized Losses incurred during                           0
preceding month
Aggregate amount of Realized Losses through                                   0
Distribution Date

Special Hazard Loss Coverage Amount                                2,208,390.00
Required Fraud Loss Coverage                                       6,625,169.00
Current Bankruptcy Coverage                                          100,000.00



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