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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR ------333-45467-01----------
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CUSIP NUMBER
61745MGG2 61745MGH0 61745MGJ6 61745MGK3 61745MGL1
61745MGM9 61745MGN7 61745MGP2 61745MGQ0 61745MGR8
61745MGS6 61745MGT4 61745MGV9
For Period Ended: ___December 31, 1998_____________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Morgan Stanley Capital I Inc. (in respect of its Commercial Mortgage Pass-Through Certificates, Series 1998-XL1
____________________________________________________________________________________________________________________________________
Full Name of Registrant
_N/A______________________________________________________________________________________________________________________________
Former Name if Applicable
1585 Broadway
____________________________________________________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
New York, New York 10036
____________________________________________________________________________________________________________________________________
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
| effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR,
| or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
| subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed.)
The Registrant's Report on Form 10-K for fiscal year ended December 31, 1998 with respect to its
Commercial Mortgage Pass-Through Certificates, Series 1998-XL1 could not be filed within the prescribed time
period. Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1998 (the "Pooling Agreement"), by
and among Morgan Stanley Capital I Inc., as depositor (the "Registrant"), Midland Loan Services, Inc., as master
servicer (the "Master Servicer"), Clarion Partners, LLC, as special servicer (the "Special Servicer"), and State
Street Bank and Trust Company, as trustee (in such capacity, the "Trustee"), the Trustee is to file a modified
Form 10-K with respect to the Certificates and the Trust Fund formed under the Pooling Agreement containing a
Summary Report from the Master Servicer setting forth certain information with respect to the Borrowers and
Mortgaged Properties (as such terms are defined in the Pooling Agreement) in the form required by the Pooling
Agreement and an Annual Statement as to Compliance with the provisions of the Pooling Agreement from each of the
Master Servicer and Special Servicer. The Registrant believes that the only meaningful information to be
disclosed to investors in its Report on Form 10-K is the Annual Statements as to Compliance and the Summary
Report. As of March 30, 1999, neither of such Statements and Reports have been delivered to the Trustee. The
Registrant believes that neither such Statements nor the Reports could have been obtained earlier without
unreasonable effort or expense on the part of the Registrant or the Trustee. The Registrant intends to file the
Form 10-K on or before the 15th calendar day following the prescribed due date.
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Amelia M. Charamba, Esq. (617) 951-2062
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
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Morgan Stanley Capital 1 Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 1999 By:State Street Bank and Trust Company, solely in
its capacity as trustee for Morgan Stanley Capital I
Inc.'s Commercial Mortgage Pass-Through
Certificates, Series 1998-XL1 and not individually
By:/s/ Julie Kirby
Julie Kirby, Assistant Vice President
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