SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                             --------------------

                                  FORM 10-K

(Mark One)

    (X) ANNUAL  REPORT PURSUANT  TO SECTION  13 OR  15(d)  OF THE  SECURITIES
        EXCHANGE ACT OF 1934 

    For the fiscal year ended:   December 31, 1997
                                 -----------------
                                      OR

    ( ) TRANSITION REPORT PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES
        EXCHANGE ACT OF 1934 

    For the transition period from ______________ to ___________________


                      Commission file number:  333-26425
                                               ---------

                                 CWMBS, Inc.
       Home Equity Mortgage Loan Asset-Backed Trust Series SPMD 1997-A
            Mortgage Pass-Through Certificates, Series SPMD 1997-A
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                                  13-3986458
---------------------------------     ------------------------------------
(State or other jurisdiction of       (IRS Employer Identification Number)
incorporation or organization)

     c/o The Bank of New York
         101 Barclay Street
         New York, New York                               10286
----------------------------------     ------------------------------------
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code:   (212) 815-2007
                                                      --------------
Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----
Securities registered pursuant to Section 12(g) of the Act:  None
                                                             ----
Indicate  by  check mark  whether the  Registrant (1)  has filed  all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the  preceding 12  months (or  for such shorter  period that  the
Registrant was required  to file such reports),  and (2) has been  subject to
such filing requirements for the past 90 days.  Yes   X      No      
                                                   -------      -----
Indicate  by check mark  if disclosure of delinquent  filers pursuant to item
405 of Regulation S-K is not contained herein, and will  be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in  Part III of this Form 10-K  or any amendment to
this Form 10-K.  ( )

State  the aggregate market value of  the voting stock held by non-affiliates
of the Registrant:  Not applicable
                    --------------
Indicate  the number of shares of common  stock of the Registrant outstanding
as of December 31, 1997:  Not applicable
                          --------------

                     DOCUMENTS INCORPORATED BY REFERENCE

                      *                *               *


    This Annual Report on Form  10-K (the "Report") is filed with  respect to
the trust fund  entitled Home Equity Mortgage Loan  Asset-Backed Trust Series
SPMD  1997-A (the "Trust Fund") formed  pursuant to the pooling and servicing
agreement  dated  as  of  September  1,  1997  (the  "Pooling  and  Servicing
Agreement")  among CWMBS, Inc., as depositor  (the "Company"), IndyMac, Inc.,
as seller and  master servicer (the "Master  Servicer"), and The Bank  of New
York, as trustee  (the "Trustee"), for the issuance of  CWMBS, Inc., Mortgage
Pass-Through  Certificates, Series SPMD 1997-A (the "Certificates").  Certain
information  otherwise  required  to  be  included  in  this  Report  by  the
Instructions to Form 10-K has been omitted  in reliance on the relief granted
to the Company in CWMBS, Inc. (February 3, 1994) (the "Relief Letter").


                                    PART I

ITEM 1. BUSINESS

        Not applicable.  See the Relief Letter.

ITEM 2. PROPERTIES

        Not applicable.  See the Relief Letter.

ITEM 3. LEGAL PROCEEDINGS

        There  were no  material pending  legal proceedings  relating to  the
        Trust Fund to which any  of the Trust  Fund, the Trustee, the  Master
        Servicer  or  the Company  was  a  party or  of  which  any of  their
        respective properties was the  subject during the fiscal year covered
        by this  Report, nor  is the  Company aware  of any such  proceedings
        contemplated by governmental authorities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No  matter was  submitted to  a vote  of  Certificateholders, and  no
        Certificateholder  consent  was  solicited  during  the  fiscal  year
        covered by this Report.


                                   PART II


ITEM 5. MARKET  FOR  REGISTRANT'S  COMMON   EQUITY  AND  RELATED  STOCKHOLDER
        MATTERS

        (a)  There   is  no   established  public   trading  market   for  the
             Certificates.

        (b)  As of December  31, 1997, there were  four (4) holders  of record
             of the Certificates.

        (c)  Not   applicable.      (Information   as  to   distributions   to
             Certificateholders   is  provided  in  the  Registrant's  monthly
             filings on Form 8-K.)

ITEM 6. SELECTED FINANCIAL DATA

        Not applicable.  See the Relief Letter.

ITEM 7. MANAGEMENT'S  DISCUSSION  AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
        RESULTS OF OPERATIONS

        Not applicable.  See the Relief Letter.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Not applicable.  See the Relief Letter.

ITEM 9. CHANGES  IN  AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
        FINANCIAL DISCLOSURE

        None.


                                   PART III


ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Not applicable.  See the Relief Letter.

ITEM 11.     EXECUTIVE COMPENSATION

        Not applicable.  See the Relief Letter.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        (a)  Not applicable.  See the Relief Letter.

        (b)  Not applicable.  See the Relief Letter.

        (c)  Not applicable.  See the Relief Letter.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        (a)  Not applicable.  See the Relief Letter.


                                   PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a)  (1) Pursuant to the Pooling and Servicing Agreement, the  Master
                 Servicer is required (i) to  deliver an annual statement  as
                 to  compliance  with  the  provisions  of  the  Pooling  and
                 Servicing Agreement and  certain other matters (the  "Annual
                 Statement of the Master  Servicer") and (ii) to cause a firm
                 of  independent  public  accountants  to  deliver an  annual
                 report as to compliance with the servicing provisions of the
                 Pooling and Servicing  Agreement (the "Annual Report  of the
                 Firm of  Accountants").   Both the  Annual Statement  of the
                 Master  Servicer  and  the  Annual  Report  of  the Firm  of
                 Accountants  are  attached   as  Exhibits  99.1  and   99.2,
                 respectively, to this Report.

             (2) Not applicable.

             (3) The required exhibits are as follows:

                 Exhibit   3(i):     Copy   of   Company's   Certificate   of
                 Incorporation (Filed as an Exhibit to Registration Statement
                 on Form S-3 (File No. 33-63714)).

                 Exhibit  3(ii):   Copy  of  Company's By-laws  (Filed  as an
                 Exhibit to Registration Statement on  Form S-3 (File No. 33-
                 63714)).

                 Exhibit 4:  Pooling  and Servicing Agreement (Filed as  part
                 of  the Registrant's  Current Report  on  Form 8-K  filed on
                 January 16, 1998).

                 Exhibit 99.1:  Annual Statement of the Master Servicer.

                 Exhibit 99.2:  Annual Report of the Firm of Accountants.

        (b)  Current Reports on Form 8-K filed during the last  quarter of the
             period covered by this Report:

             Date of Current Report           Item Reported
             ----------------------           -------------

             October 25, 1997                 Monthly    report    sent    to
                                              Certificateholders   with   the
                                              October 1997 distribution

             November 25, 1997                Monthly    report    sent    to
                                              Certificateholders   with   the
                                              November 1997 distribution

             December 25, 1997                Monthly    report    sent    to
                                              Certificateholders   with   the
                                              December 1997 distribution

        (c)  See subparagraph (a)(3) above.

        (d)  Not applicable.  See the Relief Letter.


    SUPPLEMENTAL INFORMATION TO BE FURNISHED  WITH REPORTS FILED PURSUANT  TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH  HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

    No  such  annual  report,  proxy  statement,   form  of  proxy  or  other
soliciting  material has  been sent  to Certificateholders.   See  the Relief
Letter.

                                  SIGNATURES

    Pursuant to the  requirements of Section  13 or 15(d)  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.


                     CWMBS, INC.,  HOME  EQUITY  MORTGAGE  LOAN  ASSET-BACKED
                     TRUST   SERIES   SPMD   1997-A,  MORTGAGE   PASS-THROUGH
                     CERTIFICATES, SERIES SPMD 1997-A

                     By: The Bank of New York,
                         as Trustee*


                     By: /s/ Kelly Sheahan
                         -----------------------------------------------------
                         Name:  Kelly Sheahan


                         Title: Assistant Treasurer

                     Date:  March 23, 1998

                         
-------------------------
*   This  Report is being filed  by the Trustee on behalf  of the Trust Fund.
    The Trust Fund does not have any officers or directors.


                                EXHIBIT INDEX


                                                                   Sequential
Exhibit Document                                                  Page Number
------- --------                                                  -----------

3(i)         Company's Certificate of Incorporation  (Filed as an
             Exhibit to Registration Statement on  Form S-3 (File
             No. 33-63714)) . . . . . . . . . . . . . . . . . . . . . . . . *

3(ii)        Company's  By-laws   (Filed   as   an   Exhibit   to
             Registration  Statement on  Form  S-3 (File  No. 33-
             63714))  . . . . . . . . . . . . . . . . . . . . . . . . . . . *

4            Pooling and Servicing  Agreement (Filed as part of the
             Company's Current Report on Form 8-K filed on January 16,
             1998)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

99.1         Annual Statement of the Master Servicer  . . . . . . . . . .  10

99.2         Annual Report of the Firm of Accountants . . . . . . . . . .  12

                       
-------------------------
*   Incorporated herein by reference.


                                 Exhibit 99.1
                                --------------

                                INDYMAC, INC.


                            OFFICERS' CERTIFICATE
                   ANNUAL STATEMENT OF THE MASTER SERVICER


                                 CWMBS, INC.
       HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES SPMD 1997-A


            MORTGAGE PASS-THROUGH CERTIFICATES, SERIES SPMD 1997-A


    The  undersigned  do hereby  certify that  they  are each  an  officer of
IndyMac,  Inc. (f/k/a Independent National Mortgage Corporation) (the "Master
Servicer") and  do hereby  further certify pursuant  to Section  3.19 of  the
Pooling  and  Servicing   Agreement  for  the  above-captioned   Series  (the
"Agreement") that:

    (i)      A review  of the  activities of  the Master  Servicer during  the
             preceding  calendar year  and of  the performance  of  the Master
             Servicer  under   the  Agreement   has   been   made  under   our
             supervision;

    (ii)         To  the best  of our  knowledge, based  on such  review, the
                 Master Servicer has fulfilled all its obligations under  the
                 Agreement throughout such year; and

    (iii)        To  the best  of our knowledge, each  Servicer has fulfilled
                 all its obligations under its Servicing Agreement throughout
                 such year (capitalized terms used in this subparagraph (iii)
                 shall  have the  meanings  assigned to  such  terms  in  the
                 Agreement).


/s/ Blair Abernathy                           Dated: 3/23/98 
-------------------------------                      -------
BLAIR ABERNATHY
EXECUTIVE VICE PRESIDENT

/s/ Barbara Perez                             Dated: 3/23/98 
--------------------------------                     -------
BARBARA PEREZ
VICE PRESIDENT


                                 Exhibit 99.2
                                 ------------


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


IndyMac, Inc.


We have  examined management's assertion about IndyMac Inc.'s compliance with
the   minimum  servicing  standards   identified  in  the   Mortgage  Bankers
Association  of America's  Uniform Single  Attestation  Program for  Mortgage
Bankers (USAP) in its  capacity as a Master Servicer  as of and for the  year
ended  December 31, 1997  included in the  accompanying management assertion.
Management is responsible  for IndyMac Inc.'s  compliance with those  minimum
servicing  standards.    Our  responsibility  is to  express  an  opinion  on
management's  assertion   about  the   entity's  compliance   based  on   our
examination.

Our  examination was  made in  accordance with  standards established  by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about IndyMac Inc.'s compliance with the
minimum  servicing  standards and  performing  such  other  procedures as  we
considered necessary in  the circumstances.  We believe  that our examination
provides  a  reasonable basis  for  our opinion.    Our examination  does not
provide a  legal determination on  IndyMac, Inc. compliance with  the minimum
servicing standards.

In our opinion,  management's assertion that IndyMac, Inc.  complied with the
aforementioned  minimum servicing  standards as  of  and for  the year  ended
December 31, 1997 is fairly stated, in all material respects.


/s/ Grant Thornton LLP

Los Angeles, California
February 21, 1997


(LOGO) Indy Mac      155 North Lake Avenue    800.669.2300
     and             Pasadena, CA 91101   http://www.indymac.com
     Affiliates


February 21, 1997


Grant Thornton LLP
100 Wilshire Blvd., Suite 700
Los Angeles, CA 90017

As of and for the year ended December 31, 1997, IndyMac, Inc. has complied in
all material respects  with the minimum servicing standards,  in its capacity
as a Master  Servicer; as set  forth in the  Mortgage Bankers Association  of
America's Uniform Single Attestation Program for Mortgage Bankers.  As of and
          -------------------------------------------------------
for this same period, IndyMac, Inc. had in effect a fidelity bond and  errors
and  omissions  policy   in  the  amount   of  $30,000,000  and   $5,000,000,
respectively.


    /s/ Michael Perry                     /s/ James Gross              
    -----------------                    ----------------
    Michael Perry,               James Gross
    President and                Executive Vice President and
    Chief Executive Officer           Chief Financial Officer