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.
                Residential Asset Securitization Trust 1997-A5
              Mortgage Pass-Through Certificates, Series 1997-E
              -------------------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                                  13-3956147
--------------------------------      ------------------------------------
(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  Residential Asset Securitization Trust 1997-A5  (the
"Trust Fund") formed pursuant to the pooling and servicing agreement dated as
of May 1, 1997 (the "Pooling and  Servicing Agreement") among CWMBS, Inc., as
depositor  (the "Company"),  Independent  National  Mortgage Corporation,  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   1997-E  (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 six (6) 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-11 (File No. 33-63714)).

                 Exhibit  3(ii):   Copy  of  Company's By-laws  (Filed  as an
                 Exhibit to Registration Statement on Form S-11 (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
                 August 6, 1997).

                 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.,  RESIDENTIAL  ASSET  SECURITIZATION  TRUST
                     1997-A5,  MORTGAGE  PASS-THROUGH   CERTIFICATES,  SERIES
                     1997-E

                     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-11 (File
             No. 33-63714)) . . . . . . . . . . . . . . . . . . . . . . . . *

3(ii)        Company's  By-laws   (Filed   as   an   Exhibit   to
             Registration Statement  on Form S-11  (File No.  33-
             63714))  . . . . . . . . . . . . . . . . . . . . . . . . . . . *

4       Pooling  and  Servicing  Agreement (Filed  as  part  of  the
        Company's Current  Report on  Form 8-K  filed  on August  6,
        1997)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

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.
                RESIDENTIAL ASSET SECURITIZATION TRUST 1997-A5
              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-E


    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.'s 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 27, 1998




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




February 27, 1998


Grant Thornton LLP
1000 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 $10,000,000,
respectively.




/s/  Michael W. Perry        
---------------------------------------------------------- 
Michael W. Perry     President and Chief Executive Officer

/s/  James P. Gross              
----------------------------------------------------------
James P. Gross       Executive Vice President and Chief Financial Officer