MORGAN STANLEY CAPITAL I INC
8-K, 1997-10-16
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934


Date of Report: October 15, 1997
(Date of earliest event reported)


                          Morgan Stanley Capital I Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                  333-26667                   13-3291626
- -----------------------    ------------------------ ----------------------------

     (State or Other               (Commission               (I.R.S. Employer
     Jurisdiction of               File Number)              Identification No.)
      Incorporation)



                       1585 Broadway, New York, N.Y. 10036
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (212) 296-7000


<PAGE>


Item 5.       Other Events.

     Attached to this Current  Report are certain  computational  materials (the
"Computational  Materials")  furnished to the Registrant by Morgan Stanley & Co.
Incorporated (the "Underwriter"), the underwriter in respect of the Registrant's
proposed  offering of  Commercial  Mortgage  Pass-Through  Certificates,  Series
1997-XL1 (the  "Certificates").  The Certificates  will be offered pursuant to a
Prospectus and related Prospectus Supplement (together, the "Prospectus"), which
will be filed with the Commission  pursuant to Rule 424 under the Securities Act
of 1933, as amended (the "Act"). The Certificates will be registered pursuant to
the Act under  the  Registrant's  Registration  Statement  on Form S-3 (No.  No.
333-26667) (the "Registration  Statement").  The Registrant hereby  incorporates
the Computational Materials by reference in the Registration Statement.

     The  Computational  Materials were prepared solely by the Underwriter,  and
the  Registrant  did  not  prepare  or  participate  in the  preparation  of the
Computational Materials.

     Any statement or information contained in the Computational Materials shall
be modified and superseded  for purposes of the Prospectus and the  Registration
Statement by statements or information contained in the Prospectus.

Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Item 601(a) of Regulation
S-K Exhibit No.
                            Description

99                          Computational Materials


<PAGE>


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.

                                             MORGAN STANLEY CAPITAL I INC.


                                             By:    /s/ Russell A. Rahbany
                                                Name:      Russell A. Rahbany
                                                Title:     Vice President

Date:  October 15, 1997


<PAGE>


                                  Exhibit Index



Item 601(a) of
Regulation S-K
Exhibit No.             Description                           Page

99                      Computational Materials                P



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