CWMBS INC
8-K, 1997-12-24
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): December 23, 1997


          CWMBS,  INC.,  (as  depositor   under  the  Pooling   and
          Servicing  Agreement,  dated  as  of  December  1,  1997,
          providing   for  the   issuance  of   the  CWMBS,   INC.,
          Residential Asset Securitization Trust 1997-A11, Mortgage
          Pass-Through Certificates, Series 1997-K).


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


          Delaware              333-40145          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 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-K.

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,   Series  1997-K,  Lehman  Brothers  Inc.  ("Lehman"),  as  the
underwriter of  the Underwritten  Senior Certificates,  has prepared  certain
materials  (the "Lehman  Computational Materials")  for  distribution to  its
potential  investors.   Although  the  Company provided  Lehman  with certain
information  regarding  the  characteristics of  the  Mortgage  Loans  in the
related portfolio,  the Company did not participate in the preparation of the
Lehman 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 Lehman Computational  Materials, listed as Exhibit
99.1 hereto, are filed on Form SE dated December 23, 1997.




- -------------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings assigned  to them in the prospectus dated  December 23, 1997 and the
prospectus supplement  dated December 23,  1997, of CWMBS, Inc.,  relating to
its Mortgage Pass-Through Certificates, Series 1997-K.




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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Lehman Computational Materials.
          filed on Form SE dated December 23, 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:  December 23, 1997



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


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

99.1      Lehman Computational Materials.
          filed on Form SE dated December 23, 1997.




                               BROWN & WOOD LLP
                            One World Trade Center
                          New York, New York  10048
                          Telephone:  (212) 839-5300
                          Facsimile:  (212) 839-5599





                                        December 24, 1997


BY MODEM
- --------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


     Re:  CWMBS, Inc. Residential Asset Securitization
          Trust 1997-A11 Mortgage Pass-Through Certificates
          Asset Backed Pass-Through Certificates             
          ---------------------------------------------------


Ladies and Gentlemen:

     On  behalf of  CWMBS,  Inc.  (the "Company"),  we  enclose herewith  for
filing, pursuant to  the Securities and Exchange Act of 1934, as amended, the
Company's  Current  Report  on  Form  8-K,  for  Computational  Materials  in
connection with the above-referenced transaction.

     Pursuant to  a continuing  hardship exemption  letter dated  November 6,
1996, as provided  in Rule 202 of Regulation S-T, Exhibit  99.1 will be filed
today in paper on Form SE.



                                        Very truly yours,

                                        /s/ Bruce S. Kaiserman

                                        Bruce S. Kaiserman


Enclosure





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