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.
              Mortgage Pass-Through Certificates, Series 1997-5
             --------------------------------------------------- 
           (Exact name of Registrant as specified in its charter)


           Delaware                                 13-3391605
-------------------------------       ------------------------------------
(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  (the "Trust  Fund")  formed  pursuant  to  the pooling  and
servicing agreement  dated as of  July 1,  1997 (the  "Pooling and  Servicing
Agreement") among CWMBS, Inc., as depositor (the "Company"), Countrywide Home
Loans, 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 1997-5 (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").  The Annual  Statement of the Master
                 Servicer is  attached as  Exhibit 99.1  to this Report.  The
                 Annual Report  of the Firm of  Accountants is required to be
                 delivered  not later  than 120  days  after  the end  of the
                 Master  Servicer's  fiscal  year.    The  Registrant  hereby
                 undertakes  to  file  the  Annual  Report  of  the  Firm  of
                 Accountants as  an Exhibit  to a  Form 10-K/A  amending this
                 Form  10-K promptly following the  date on which such report
                 becomes available.

             (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
                 August 5, 1997).

                 Exhibit 99.1:  Annual Statement of the Master Servicer.

        (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., MORTGAGE  PASS-THROUGH CERTIFICATES, SERIES
                     1997-5

                     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 August 5,
             1997). . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

99.1         Annual Statement of the Master Servicer  . . . . . . . . . .  10
                        
-----------------------
*   Incorporated herein by reference.


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

                         COUNTRYWIDE HOME LOANS, INC.


                            OFFICERS' CERTIFICATE
                   ANNUAL STATEMENT OF THE MASTER SERVICER


                                 CWMBS, INC.
              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-5


    The  undersigned  do hereby  certify  that they  are  each an  officer of
Countrywide Home  Loans, Inc. (the  "Master Servicer") and do  hereby further
certify pursuant to  Section 3.16 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;
        and

    (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.


/s/ Kevin W. Bartlett                     Dated: 3/24/98
---------------------------                      -------
KEVIN W. BARTLETT
MANAGING DIRECTOR, 
  SECONDARY MARKETING


/s/ David A. Spector                      Dated: 3/24/98
---------------------------                      -------
DAVID A. SPECTOR
SENIOR VICE PRESIDENT