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., Pass-Through Asset Class Execution 1997-I
              Mortgage Pass-Through Certificates, Series 1997-4
              -------------------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                                  13-3956149
-------------------------------       -----------------------------------
(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 Pass-Through Asset Class Execution 1997-I (the "Trust
Fund") formed  pursuant to the  pooling and servicing  agreement dated  as of
June 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  1997-4  (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  five (5) 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 under-
                 takes 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 6, 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., PASS-THROUGH ASSET  CLASS EXECUTION 1997-I,
                     MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-4

                     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 6, 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.
                  PASS-THROUGH ASSET CLASS EXECUTION 1997-I
              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-4

    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