CWMBS INC
8-K, 1998-04-28
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): April 29, 1998


          CWMBS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing Agreement, dated as of April 1, 1998, providing
          for  the issuance of  the CWMBS, INC.,  Residential Asset
          Securitization  Trust   1998-A5,  Mortgage   Pass-Through
          Certificates, Series 1998-E).


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


          Delaware              333-45887          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 1998-E.

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,   Series  1998-E,  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 April 28, 1998.








                   
- -------------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings  assigned to  them in the  prospectus dated  March 18, 1998  and the
prospectus supplement dated  April 24, 1998, of CWMBS, Inc.,  relating to its
Mortgage Pass-Through Certificates, Series 1998-E.





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 April 28, 1998.




                                  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/ Nicholas Krsnich           
                                  -------------------------------
                                  Nicholas Krsnich
                                  Vice President



Dated:  April, 28 1998




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


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

99.1      Lehman Computational Materials
          filed on Form SE dated April 28, 1998.






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