MORGAN STANLEY CAPITAL I INC
8-K, 1998-10-07
ASSET-BACKED SECURITIES
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                                       8-K
                                 Current Report


                       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 of earliest event reported): October 7, 1998


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


          DELAWARE                    333-62911               13-3291626
(State or other Jurisdiction         (Commission           (I.R.S. Employer
       Incorporation)                File Number)        Identification Number)

                              ---------------------

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


<PAGE>


Item 5. OTHER EVENTS

     Description of the Certificates

     Morgan Stanley Capital I Inc. (the "Depositor") will cause 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.  333-62911,  in  connection  with  the
Depositor's  issuance of a series of certificates,  entitled Commercial Mortgage
Pass-Through  Certificates,  Series 1998-HF2 (the "Certificates"),  to be issued
pursuant  to a  pooling  and  servicing  agreement  among  the  Depositor,  GMAC
Commercial  Mortgage  Corporation,  as master servicer and as special  servicer,
LaSalle National Bank, as Trustee and ABN AMRO Bank, N.V., as fiscal agent.

     Computational Materials

     Morgan  Stanley  & Co.  Incorporated  as  underwriter  of  certain  of  the
Certificates (the "Underwriter") has provided certain prospective  purchasers of
the  Class A1,  Class A2,  Class B,  Class C,  Class D and Class E  Certificates
(collectively,  the "Offered  Certificates") with certain yield tables and other
computational materials, collateral terms 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 performance of certain classes
and Certificates  based on collateral  information  provided by Heller Financial
Capital  Funding,  Inc.  and/or Morgan Stanley  Mortgage  Capital Inc. 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
the Underwriter to certain prospective  purchasers of the Offered  Certificates.
Such computational  materials are not required to be filed  electronically,  but
have been filed manually with the Commission.




<PAGE>


                                   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:  October 7, 1998

MORGAN STANLEY CAPITAL I INC.

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






                                 EXHIBIT NO. 99





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