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, 1996

                                      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:  33-84910


                                 CWMBS, Inc.
              Mortgage Pass-Through Certificates, Series 1996-D
            (Exact name of Registrant as specified in its charter)


              Delaware                                     13-3755394
(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) 815-2793

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, 1996:  Not applicable

                     DOCUMENTS INCORPORATED BY REFERENCE

     Not applicable.

                      *                *               *


     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 March 1,  1996 (the "Pooling  and Servicing
Agreement")  among CWMBS,  Inc., as  depositor  (the "Company"),  Independent
National  Mortgage Corporation, as  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  1996-D   (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, 1996,  there  were seven  (7) 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. 33-73504)).

                    Exhibit 3(ii):   Copy of Company's  By-laws (Filed as  an
                    Exhibit  to Registration Statement on Form S-11 (File No.
                    33-73504)).

                    Exhibit 4:   Pooling  and Servicing  Agreement (Filed  as
                    part of the Registrant's Current Report on Form 8-K filed
                    on April 22, 1996).

                    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, 1996                   Monthly   report  sent   to
                                                  Certificateholders with  the
                                                  October  1996 distribution

               November 25, 1996                  Monthly   report  sent   to
                                                  Certificateholders with the
                                                  November 1996 distribution

               December 25, 1996                  Monthly   report   sent  to
                                                  Certificateholders with the
                                                  December 1996 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 1996-D

                         By:  The Bank of New York,
                              as Trustee*


                         By:  /s/ Leslie A. Gaskill                  
                              Name:  Leslie A. Gaskill
                              Title: Assistant Treasurer

                         Date:  March 27, 1997


*    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.
          33-73504))  . . . . . . . . . . . . . . . . . . . . . . . . . . . *

3(ii)     Company's  By-laws  (Filed  as  an  Exhibit  to
          Registration Statement  on Form S-11  (File No.
          33-73504)) . . . . . . . . . . . . . . . . . . . . . . . . . . . .*

4         Pooling and  Servicing Agreement  (Filed as  part of  the
          Company's Current Report on Form  8-K filed on April  22,
          1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *

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

                             INDEPENDENT NATIONAL
                             MORTGAGE CORPORATION


                            OFFICERS' CERTIFICATE
                   ANNUAL STATEMENT OF THE MASTER SERVICER


                                 CWMBS, INC.
              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-D


     The undersigned do hereby certify that they are each an officer of
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: 1/17/97 
BLAIR ABERNATHY
EXECUTIVE VICE PRESIDENT


/s/ Barbara Perez                            Dated: 1/17/97 
BARBARA PEREZ
VICE PRESIDENT


                                 Exhibit 99.2


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Independent National Mortgage Corporation


We have examined management's assertion about Independent National Mortgage
Corporation'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, 1996 included in the accompanying
management assertion.  Management is responsible for Independent National
Mortgage Corporation'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 Independent National Mortgage
Corporation'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 Independent
National Mortgage Corporation compliance with the minimum servicing
standards.

In our opinion, management's assertion that Independent National Mortgage
Corporation complied with the aforementioned minimum servicing standards as
of and for the year ended December 31, 1996 is fairly stated, in all material
respects.



/s/ Grant Thornton LLP


Los Angeles, California
February 21, 1997

(LOGO)Indy Mac      35 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, 1996, Independent National Mortgage
Corporation 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, Independent National
-----------------
Mortgage Corporation 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