UNITED STATES
                             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, 2004

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      Commission File Number:  333-104283-11


        Morgan Stanley Capital I Inc.

       (as Depositor under the Pooling and Servicing Agreement,
       dated as of July 1, 2004, providing for the issuance of
       Commercial Mortgage Pass-Through Certificates, Series 2004-TOP15)

     (Exact name of registrant as specified in its charter)


    Delaware
  (State or other jurisdiction of
  incorporation or organization)                     13-3291626
                                                    (I.R.S. Employer
                                                    Identification No.)


   1585 Broadway, 2nd Floor
   New York, New York                          10036
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: (212) 761-4000


  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 ( 229.405 of this chapter) is not contained
  herein, and will not 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.

         Yes  X       No ___


  Indicate by check mark whether the registrant is an accelerated filer
  (as defined in Exchange Act Rule 12b-2).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

        Not applicable.


     Documents Incorporated by Reference

        None.


                                   PART I

  Item 1.  Business.

            Not applicable.

  Item 2.  Properties.

            Not applicable.


  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trust created under the Pooling and Servicing
            Agreement, the Trustee, the Servicer or the registrant with
            respect to the Trust other than routine litigation incidental
            to the duties of the respective parties.


  Item 4.  Submission of Matters to a Vote of Security Holders.

            None.


                                PART II

  Item 5.  Market for registrant's Common Equity and Related Stockholder
           Matters and Issuer Purchases of Equity Securities.

            Currently, there is no established public trading market for the
            Certificates known to the registrant.

            Records provided by the DTC and the Trustee indicate that as of
            December 31, 2004, the total number of holders of record for
            the Series of Certificates is 32.


  Item 6.  Selected Financial Data.

            Not applicable.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operation.

            Not applicable.


  Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

            Not applicable.


  Item 8.  Financial Statements and Supplementary Data.

            Not applicable.

  Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

            None.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors and Executive Officers of the Registrant.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.


  Item 12. Security Ownership of Certain Beneficial Owners and Management.

            Not applicable.

  Item 13. Certain Relationships and Related Transactions.

            Not applicable.


  Item 14. Principal Accounting Fees and Services.

            Not applicable.


                                PART IV

  Item 15. Exhibits, Financial Statement Schedules.

   (a) Exhibits

     (31.1) Sarbanes-Oxley Section 302 Certification

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities.

      <TABLE>

      
         <c>
      a) ARCap Servicing, Inc., as Special Servicer <F1>
      b) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>

     (99.2) Reports of Management as to Compliance with Minimum Servicing
            Standards.

      <TABLE>

      
        <c>
      a) ARCap Servicing, Inc., as Special Servicer <F1>
      b) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>

     (99.3) Annual Statements of Compliance under the Pooling and Servicing
            Agreements.

      <TABLE>

      
         <c>
      a) ARCap Servicing, Inc., as Special Servicer <F1>
      b) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>


     (99.4) Aggregate Statement of Principal and Interest Distributions to
            Certificate Holders.


   (b) The exhibits required to be filed by Registrant pursuant to Item 601
       of Regulation S-K are listed above.

   (c) Not applicable.


     (99.5) Reliance Certifications Mandated under the Pooling and Servicing
            Agreement for the year ended December 31, 2004

      <TABLE>

      
         <c>
      a) ARCap Servicing, Inc., as Special Servicer <F2>
      b) Wells Fargo Bank, N.A., as Master Servicer <F2>

      </TABLE>

  <F1> Filed herewith.

  <F2> Certification has been received.


                                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:



        Morgan Stanley Capital I Inc.
        (as Depositor under the Pooling and Servicing Agreement,
        dated as of July 1, 2004, providing for the issuance of
        Commercial Mortgage Pass-Through Certificates, Series 2004-TOP15)
        (Registrant)


  Signed: Wells Fargo Bank, N.A. as Master Servicer

  By:     Daniel Bober, Managing Director

  By: /s/ Daniel Bober, Managing Director

  Dated: March 29, 2005


  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.


  (a)(1) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(2) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.




  Exhibit No.

  Ex-31.1 Sarbanes-Oxley Section 302 Certification

  Re: Morgan Stanley Capital I 2004-TOP15, issued pursuant to the Pooling and
  Servicing Agreement, dated July 1, 2004 (the "Pooling and Servicing
  Agreement"), among Morgan Stanley Capital I Inc., as depositor, (the
  "Depositor"), Wells Fargo Bank National Association, as master servicer,
  (the "Master Servicer"), ARCAP Servicing Inc., as special servicer, (the
  "Special Servicer"), LaSalle Bank National Association, as trustee, (the
  "Trustee"), Wells Fargo Bank National Association, as paying agent,
  (the "Paying Agent"), and certificate registrar, (the "Certificate
  Registrar") and ABN AMRO Bank, N.V.,as fiscal agent, (the "Fiscal Agent").


  I, Daniel Bober, certify that:

  1. I have reviewed this annual report on Form 10-K (the "Annual Report"),
     and all reports on Form 8-K containing distribution or servicing reports
     (collectively with this Annual Report, the "Reports") filed in respect of
     periods included in the year covered by this annual report, of the Trust;

  2. Based on my knowledge, the information in these Reports, taken as a
     whole, does not contain any untrue statement of a material fact or
     omit to state a material fact necessary to make the statements made,
     in light of the circumstances under which such statements were made,
     not misleading as of the last day of the period covered by this
     annual report;

  3. Based on my knowledge, the distribution or servicing information
     required to be provided to the Trustee by the Servicer under the
     Pooling and Servicing or similar, agreement, for inclusion in these
     reports is included in these reports;

  4. I am responsible for reviewing the activities performed by the master
     servicer under the pooling and servicing, or similar, agreement, and
     based on upon my knowledge and the annual compliance review required
     under that agreement, and except as disclosed in the reports, the
     master servicer has fulfilled its obligations under that agreement; and

  5. The Reports disclose all significant deficiencies relating to the
     Servicer's compliance with the minimum servicing standards based upon
     the report provided by an independent public accountant, after
     conducting a review in compliance with the Uniform Single Attestation
     Program for Mortgage Bankers or similar procedure, as set forth in
     the pooling and servicing, or similar, agreement, that is included in
     these Reports.

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties:
     ARCap Servicing, Inc. as Special Servicer.

     Date: March 29, 2005

     /s/ Daniel Bober
     Signature

     Managing Director
     Title


  EX-99.1 (a)
(logo) ERNST & YOUNG

Ernst & Young LLP
Suite 1500
2121 San Jacinto Street
Dallas, Texas 75201

Phone: (214) 969-8000
Fax:   (214) 969-8587
Telex: 6710375
www.ey.com


Report on Management's Assertion on Compliance
with Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers


Report of Independent Accountants

Board of Directors
ARCap Servicing, Inc.


We have examined management's assertion, included in the accompanying report
titled Report of Management, that ARCap Servicing, Inc. (the Company) complied
with the minimum servicing standards as stated in Attachment A, which were
derived from the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) except, for commercial loan and
multifamily loan servicing, minimum servicing standards V.4. and VI.1., which
the Mortgage Bankers Association of America has interpreted as inapplicable to
such servicing during the year ended December 31, 2004. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertions about the
Company's compliance based on our examination.

Our examination was made in accordance with attestation standards established
by the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with those requirements and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with specified requirements.

In our opinion, management's assertion, that the Company complied with the
aforementioned requirements during the year ended December 31, 2004, is fairly
stated, in all material respects.


/s/ Ernst & Young LLP

February 4, 2005


A Member Practice of Ernst & Young Global


Attachment A

Minimum Servicing Standards


I. Mortgage Principal, Interest and Amortization

1.   Reconciliations shall be prepared on a monthly basis for all custodial
     bank accounts and related bank clearing accounts. These reconciliations
     shall:
     *  be mathematically accurate;
     *  be prepared within forty-five (45) calendar days after the cutoff date
     *  be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
     *  document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

2.   Funds of the servicing entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

3.   Each custodial account shall be maintained at a federally insured
     depository institution in trust for the applicable investor.

4.   Escrow funds held in trust for a mortgagor shall be returned to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. Mortgage Payments

1.   Mortgage payments shall be deposited into the custodial bank accounts and
     related bank clearing accounts within two business days of receipt.

2.   Mortgage payments made in accordance with the mortgagor's loan documents
     shall be posted to the applicable mortgagor records within two business
     days of receipt.

3.   Mortgage payments shall be allocated to principal, interest, insurance,
     taxes or other escrow items in accordance with the mortgagor's loan
     documents.

4.   Mortgage payments identified as loan payoffs shall be allocated in
     accordance with the mortgagor's loan documents.

III. Disbursements

1.   Disbursements made via wire transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements made on behalf of a mortgagor or investor shall be posted
     within two business days to the mortgagor's or investor's records
     maintained by the servicing entity.

3.   Tax and insurance payments shall be made on or before the penalty or
     insurance policy expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the servicing entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing entity's
     funds and not charged to the mortgagor, unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts remitted to investors per the servicer's investor reports shall
     agree with canceled checks or other form of payment, or custodial bank
     statements.

6.   Unissued checks shall be safeguarded so as to prevent unauthorized access.

IV. Investor Accounting and Reporting

1.   The servicing entity's investor reports shall agree with, or reconcile to,
     investors' records on a monthly basis as to the total unpaid principal
     balance and number of loans serviced by the servicing entity.

V. Mortgage Loan Accounting

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal balance
     on a monthly basis.

2.   Adjustments on ARM loans shall be computed based on the related mortgage
     note and any ARM rider.

3.   Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow accounts shall be paid, or credited, to mortgagors in
     accordance with the applicable state laws.

VI. Delinquencies

1.   Records documenting collection efforts shall be maintained during the
     period a loan is in default and shall be updated at least monthly. Such
     records shall describe the entity's activities in monitoring delinquent
     loans including, for example, phone calls, letters and mortgage payment
     rescheduling plans in cases where the delinquency is deemed temporary
     (e.g., illness or unemployment).

VII. Insurance Policies

1.   A fidelity bond and errors and omissions policy shall be in effect on the
     servicing entity throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





  EX-99.1 (b)
(logo) KPMG

KPMG LLP
55 Second Street
San Francisco, CA 94105


Independent Accountants' Report


The Board of Directors
Wells Fargo Bank, N.A.:


We have examined management's assertion about Wells Fargo Commercial Mortgage
Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
(MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except
for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as
being inapplicable to the servicing of commercial and multi-family loans, as of
and for the year ended December 31, 2004 included in the accompanying management
assertion. Management is responsible for Wells Fargo Commercial Mortgage
Servicing's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about Wells
Fargo Commercial Mortgage Servicing's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Wells Fargo Commercial Mortgage
Servicing's compliance with the minimum servicing standards and performing such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on Wells Fargo Commercial
Mortgage Servicing's compliance with the minimum servicing standards.

In our opinion, management's assertion that, except for minimum servicing
standards V.4 and VI.l, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multi-family loans, Wells Fargo Commercial
Mortgage Servicing has complied in all material respects with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2004 is
fairly stated, in all material respects.

/s/ KPMG LLP

February 25, 2005



KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.





  EX-99.2 (a)
Management's Assertion on Compliance with Minimum Servicing Standards Set Forth
in the Uniform Single Attestation Program for Mortgage Bankers

Report of Management

We, as members of management of ARCap Servicing, Inc. (the Company), are
responsible for complying with the servicing standards identified in Attachment
A ("the minimum servicing standards") as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) except, for commercial loan and multifamily loan servicing,
minimum servicing standards V.4. and VI.1, which the Mortgage Bankers
Association of America has interpreted as inapplicable to such servicing. We
are also responsible for establishing and maintaining effective internal control
over compliance with these standards. We have performed an evaluation of the
Company's compliance with the minimum servicing standards as set forth in the
USAP as of December 31, 2004 and for the year then ended. Based on this
evaluation, we assert that during the year ended December 31, 2004, the Company
complied, in all material respects, with the minimum servicing standards set
forth in the USAP.

As of and for this same period, the Company had in effect a fidelity bond
(crime) policy in the amount of $10,000,000 aggregate, $5,000,000 per loss and
an errors and omissions policy in the amount of $10,000,000.

/s/ Christopher Crouch
Christopher Crouch, Servicing Officer
of ARCap Servicing, Inc.

February 4, 2005




Attachment A

Minimum Servicing Standards


I. Mortgage Principal, Interest and Amortization

1.   Reconciliations shall be prepared on a monthly basis for all custodial
     bank accounts and related bank clearing accounts. These reconciliations
     shall:
     *  be mathematically accurate;
     *  be prepared within forty-five (45) calendar days after the cutoff date
     *  be reviewed and approved by someone other than the person who prepared
        the reconciliation; and
     *  document explanations for reconciling items. These reconciling items
        shall be resolved within ninety (90) calendar days of their original
        identification.

2.   Funds of the servicing entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

3.   Each custodial account shall be maintained at a federally insured
     depository institution in trust for the applicable investor.

4.   Escrow funds held in trust for a mortgagor shall be returned to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. Mortgage Payments

1.   Mortgage payments shall be deposited into the custodial bank accounts and
     related bank clearing accounts within two business days of receipt.

2.   Mortgage payments made in accordance with the mortgagor's loan documents
     shall be posted to the applicable mortgagor records within two business
     days of receipt.

3.   Mortgage payments shall be allocated to principal, interest, insurance,
     taxes or other escrow items in accordance with the mortgagor's loan
     documents.

4.   Mortgage payments identified as loan payoffs shall be allocated in
     accordance with the mortgagor's loan documents.

III. Disbursements

1.   Disbursements made via wire transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements made on behalf of a mortgagor or investor shall be posted
     within two business days to the mortgagor's or investor's records
     maintained by the servicing entity.

3.   Tax and insurance payments shall be made on or before the penalty or
     insurance policy expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the servicing entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing entity's
     funds and not charged to the mortgagor, unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts remitted to investors per the servicer's investor reports shall
     agree with canceled checks or other form of payment, or custodial bank
     statements.

6.   Unissued checks shall be safeguarded so as to prevent unauthorized access.

IV. Investor Accounting and Reporting

1.   The servicing entity's investor reports shall agree with, or reconcile to,
     investors' records on a monthly basis as to the total unpaid principal
     balance and number of loans serviced by the servicing entity.

V. Mortgage Loan Accounting

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal balance
     on a monthly basis.

2.   Adjustments on ARM loans shall be computed based on the related mortgage
     note and any ARM rider.

3.   Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow accounts shall be paid, or credited, to mortgagors in
     accordance with the applicable state laws.

VI. Delinquencies

1.   Records documenting collection efforts shall be maintained during the
     period a loan is in default and shall be updated at least monthly. Such
     records shall describe the entity's activities in monitoring delinquent
     loans including, for example, phone calls, letters and mortgage payment
     rescheduling plans in cases where the delinquency is deemed temporary
     (e.g., illness or unemployment).

VII. Insurance Policies

1.   A fidelity bond and errors and omissions policy shall be in effect on the
     servicing entity throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





  EX-99.2 (b)
(logo) WELLS FARGO

Commercial Mortgage Servicing
P.O. Box 4036, Concord, CA 94524
1320 Willow Pass Rd., Ste. 205
Concord, CA 94520
800 986-9711


Management Assertion
February 25, 2005


As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage
Servicing, a division of Wells Fargo Bank, N.A., which is a wholly owned
subsidiary of Wells Fargo & Company, complied in all material respects with the
minimum servicing criteria set forth in the Mortgage Bankers Association of
America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP),
except for minimum servicing standards V.4 and VI.1, which the MBA has
interpreted as being inapplicable to the servicing of commercial and
multi-family loans. As of and for the year ended December 31, 2004, Wells Fargo
Commercial Mortgage Servicing had in effect a fidelity bond in the amount of
$50,000,000 and errors and omissions policy in the amount of $50,000,000.

Very Truly Yours,

Wells Fargo Commercial Mortgage Servicing


/s/ Daniel Bober
Daniel Bober
Senior Vice President
Wells Fargo Commercial Mortgage Servicing

/s/ Lisa Collins
Lisa Collins
Vice President
Wells Fargo Commercial Mortgage Servicing Operations





  EX-99.3 (a)
OFFICER'S CERTIFICATE
ARCap SERVICING, INC.

The undersigned, James L. Duggins, the President of ARCap Servicing, Inc., the
Special Servicer under that certain Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of July 1, 2004, relating to the
Morgan Stanley Capital I Inc, Commercial Mortgage Pass-Through Certificates,
Series 2004-TOP15, hereby certifies as follows:

1.  a review of the activities of the Special Servicer during the preceding
    calendar year or portion thereof and of the performance of the Special
    Servicer under the Pooling and Servicing Agreement has been made under the
    undersigned officer's supervision; and

2.  to the best of the undersigned's knowledge, based on such review, the
    Special Servicer has fulfilled all its obligations under the Pooling and
    Servicing Agreement in all material respects throughout such year.

Capitalized terms not otherwise defined herein shall have the meanings given
them in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, as of the 7 day of March, 2005, I have hereunto signed
my name.

ARCap SERVICING, INC.,
a Delaware corporation

By: /s/ James L. Duggins
James L. Duggins, President





  EX-99.3 (b)
ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE


RE: Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-
Through Certificates, Series 2004-TOP15

In accordance with Section 8.12 of the Pooling and Servicing Agreement, (the
"Agreement") dated July 1, 2004 executed by and between Morgan Stanley
Capital I Inc., (as "Depositor"), Wells Fargo Bank, National Association, (as
"Master Servicer"), ARCap Servicing, Inc., (as "Special Servicer"), LaSalle
Bank National Association, (as "Trustee") Wells Fargo Bank Minnesota, National
Association, (as "Paying Agent" and "Certificate Registrar") and ABN AMRO Bank
N.V., (as "Fiscal Agent") as authorized officer of the Master Servicer, Wells
Fargo Bank National Association, I certify that (A) a review of the activities
of the Master Servicer during the preceding calendar year or portion thereof
and of the performance of the Master Servicer under this Agreement has been
made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, the Master Servicer has fulfilled all its
obligations under this Agreement in all material respects throughout such year.

Wells Fargo Bank, National Association
"Master Servicer"



/s/ David Huebner
David Huebner
Vice President
Wells Fargo Bank National Association
Commercial Mortgage Servicing





  Ex-99.4

   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                              Interest             Principal               Losses             Ending Balance
   
                       <c>                    <c>                  <c>                 <c>
   A-1                            1,745,977.92          3,931,005.05                 0.00              99,068,994.95
   A-2                            1,993,250.00                  0.00                 0.00             102,000,000.00
   A-3                            2,934,166.65                  0.00                 0.00             140,000,000.00
   A-4                            9,861,553.35                  0.00                 0.00             449,103,000.00
   B                                492,931.66                  0.00                 0.00              22,243,000.00
   C                                528,301.92                  0.00                 0.00              23,356,000.00
   D                                125,787.24                  0.00                 0.00               5,561,000.00
   E                                201,246.02                  0.00                 0.00               8,897,000.00
   F                                150,962.80                  0.00                 0.00               6,674,000.00
   G                                201,246.02                  0.00                 0.00               8,897,000.00
   H                                 68,770.00                  0.00                 0.00               3,337,000.00
   J                                 68,770.00                  0.00                 0.00               3,337,000.00
   K                                 45,832.95                  0.00                 0.00               2,224,000.00
   L                                 45,832.95                  0.00                 0.00               2,224,000.00
   M                                 45,853.55                  0.00                 0.00               2,225,000.00
   N                                 45,832.95                  0.00                 0.00               2,224,000.00
   O                                 91,694.20                  0.00                 0.00               4,449,374.56
   R-I                                    0.00                  0.00                 0.00                       0.00
   R-II                                   0.00                  0.00                 0.00                       0.00
   R-III                                  0.00                  0.00                 0.00                       0.00
   X-1                              247,887.56                  0.00                 0.00             885,820,369.51
   X-2                            1,195,248.91                  0.00                 0.00             850,347,000.00
   </TABLE>