MORGAN STANLEY CAPITAL I INC
8-K, 1998-01-07
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 Exchange Act of 1934

      Date of Report (Date or earliest event reported): December 22, 1997

                         MORGAN STANLEY CAPITAL I INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                   333-26667                  13-3291626      
       State of Other         (Commission File Number)       (I.R.S. Employer   
Jurisdiction Incorporation)                               Identification Number)

                                   ----------

                                 1585 Broadway
                                   2nd Floor
                            New York, New York 10036
                         (principal executive offices)
                                 (212) 761-4000


Item 5. OTHER EVENTS

Description of the Certificates

     Morgan Stanley Capital I Inc. (the "Depositor") has caused to be filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Commission's Rule 424 a Prospectus Supplement and the Prospectus filed as part
of Registration Statement, File No. 333-26667, in connection with the
Depositor's issuance of a series of certificates, entitled Aetna Mortgage Trust
Multiclass Pass-Through Certificates, Series 1997-ALIC (the "Certificates"),
issued pursuant to a pooling and servicing agreement among the Depositor,
Midland Loan Services, L.P., as master server, Aetna Life Insurance Company, as
special servicer and State Street Bank and Trust Company, as Trustee.

Computational materials

     Morgan Stanley & Co. Incorporated as underwriter of certain of the
Certificates (the "Underwriter") has provided certain prospective purchasers of
the Class A-1A, Class A-1B, Class A-2, Class B, Class C, Class D, Class E and
Class IO Certificates (collectively, the "Offered Certificates") with certain
yield tables and other computational materials, collateral term sheets and
structural term sheets (the "Computational Materials") in written form, which
Computational Materials are in the nature of data tables and term sheet
information relating to the assets of the trust fund in which the Certificates
represent beneficial ownership, the structure of the Certificates and terms of
certain classes of Certificates, and the hypothetical characteristics and
hypothetical

<PAGE>

performance of certain classes of Certificates based on collateral information
provided by Aetna Life Insurance Company and under certain assumptions and
scenarios.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Not applicable

     (b)  Not applicable

     (c)  Exhibits

  EXHIBIT NO. 99   DESCRIPTION

     Computational Materials (as defined in Item 5) that have been provided by
Morgan Stanley & Co. Incorporated to certain prospective purchasers of the
Offered Certificates. Such Computational Materials will be filed with the
Commission separately by hard copy under cover of Form SE.

                   SIGNATURES

Pursuant to the requirements 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.


Dated: December 30, 1997


MORGAN STANLEY & CO. INCORPORATED

By: /s/ Russell Rahbany
    ----------------------------
Name: Russell Rahbany
Title: Vice President



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