SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
                       
                FORM 10-K
                       
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 
for the fiscal year ended December 31, 1997
                       
Commission File Number: 333-26667
                       
Morgan Stanley Capital I, Inc.
(Exact Name of registrant as specified in its charter)
                       
Delaware                      13-3291626
(State or Other Juris-            (I.R.S. Employer
diction of Incorporation)        Identification No.)
  
1585 Broadway, New York, New York 10036
(Address of Principal Executive Office)
 
212-296-7000 
(Registrant's telephone number, including area code) 

  
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 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.  

Not applicable.
  
Aggregate market value of voting stock held by non-affiliates of the 
Registrant as of December 31, 1997.  

Not applicable.
  
Number of shares of common stock outstanding  a
s of December 31, 1997.  

Not applicable.
    <PAGE>
              Table of Contents
                        
  
  PART I
  
  Item 1. Business..................................................3
  
  Item 2. Properties................................................3
  
  Item 3. Legal Proceedings.........................................3
  
  Item 4. Submission Of Matters To A Vote Of Security Holders.......3
  
  PART II
  
  Item 5. Market For Registrant's Common Equity And 
  Related Shareholder Matters.......................................3
  
  Item 6. Selected Financial Data...................................3
  
  Item 7. Management's Discussion And Analysis Of Financial Condition 
            And Results Of Operations...............................4
  
  Item 8. Financial Statements And Supplementary Data...............4
  
  Item 9. Changes In And Disagreements With Accountants On 
            Accounting And Financial Disclosure.....................4
  
  PART III
  
  Item 10. Directors And Executive Officers Of The Registrant.......4
  
  Item 11. Executive Compensation...................................4
  
  Item 12. Security Ownership Of Certain Beneficial Owners And 
            Management..............................................4
  
  Item 13. Certain Relationships And Related Transactions...........4
  
  PART IV
  
  Item 14. Exhibits, Financial Statement Schedules And Reports On 
            Form 8-K................................................4
  
  Signatures........................................................4
  
  Exhibit Index.....................................................4
    <PAGE>
PART I
  
ITEM 1.         BUSINESS
  
This Annual Report on Form 10-K relates to the Trust Fund formed, and 
the Commercial Mortgage Pass-Through Certificates, Series 1997-XL1
issued, pursuant to a Pooling and Servicing Agreement, dated 
as of October 1, 1997 (the "Pooling and Servicing Agreement"), by and 
among Morgan Stanley Capital I, Inc. as depositor (the "Company, 
GMAC Commercial Mortgage Corporation, as master and special servicer,
LaSalle National Bank, as trustee and REMIC administrator, and ABN AMRO
Bank, N.V., as fiscal agent.  The Certificates have been registered
pursuant to the Act under a Registration Statement on Form S-3 
(No. 333-27083) (the "Registration Statement").
  
Capitalized terms used herein and not defined have the same 
meanings ascribed to such terms in the Pooling and Servicing Agreement.
  
This Annual Report is being filed by the Trustee, in its capacity as 
such under the Pooling and Servicing Agreement, on behalf of Registrant.  
The information contained herein has been supplied to the Trustee by 
one or more of the Borrowers or other third parties without independent 
review or investigation by the Trustee.  Pursuant to the Pooling and 
Servicing Agreement, the Trustee is not responsible for the accuracy 
or completeness of such information.
  
ITEM 2.         PROPERTIES
  
See Exhibits 99.1 and 99.2 hereto for Servicer s Annual Statement of
Compliance and Servicer s Independent Accountant s Report on Servicer's
servicing activities.
  
ITEM 3.         LEGAL PROCEEDINGS
  
Except for claims arising in the ordinary course of business and 
which are covered by liability insurance, there are no material pending 
legal proceedings involving the Trust Fund, the Mortgages comprising the 
Trust Fund or the Trustee, the Special Servicer or the Servicer with 
respect to or affecting their respective duties under the Pooling and 
Servicing Agreement.
  
ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY  HOLDERS
  
No matters were submitted to a vote of Certificateholders during 
the fiscal year covered by this report.
  
PART II
  
ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED       
                STOCKHOLDER MATTERS
  
There was one registered holder of the Certificate representing an 
equity interest in the Trust as of December 31, 1997.  To the 
Registrant's knowledge, as of that date, there was no principal market 
in which the Certificates representing an equity interest in the Trust 
were traded.
  
ITEM 6.         SELECTED FINANCIAL DATA
  
Not applicable.
  
ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL 
             CONDITION AND RESULTS OF OPERATIONS.
  
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.
  
PART III
  
The information required by Items 10, 11, 12 and 13 is not 
applicable as the trust fund does not have directors or officers and 
Certificateholders have no right to vote (except with respect to 
required consents to certain amendments to the Pooling and Servicing 
Agreement and upon certain events of default) or control the Trust 
Fund.
  
PART IV
 
ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
              ON FORM 8-K
  
(a)     
1.     Servicer's Annual Statement of Compliance for the period ended
       12/31/97.
2.     Servicer's Independent Accountant's Report on Servicer's servicing
       activities.

(b)    All current Reports on Form 8-K for the Trust have been filed as of 
      12/31/97. 
  
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 by the undersigned thereunto duly authorized.
  
  
                              LASALLE NATIONAL BANK, IN
                              ITS CAPACITY AS TRUSTEE UNDER 
                              THE POOLING AND SERVICING
                              AGREEMENT ON BEHALF OF Morgan 
                         Stanley Capital I, Inc., 
                         REGISTRANT      
                 
  
                              By: /s/ Russell Goldenberg
                              Name:  Russell Goldenberg
                              Title: Senior Vice President
                              Dated: April 14, 1998
  
  






EXHIBIT INDEX
  
  
Exhibit No.     Description
  
99.1   Servicer's Annual Statement of Compliance
99.2   Servicer's Independent Accountants' Report on Servicer's servicing
       activities













Exhibit 99.1

GMAC Commercial MortgaL orporation
100 South Wacker Drive
Suite 400
Chicago, IL 60606
Tel. 312-845-8539
Fax 312-845-8617

                         Morgan Stanley Capital I, Inc.
                                Series 1997-XL1
                       Annual Statement as to Compliance
                      For the Year Ended December 31,1997

Diane, M. Norberg
Vice President
CMBS Compliance

Pursuant to the Section 3.14 of the Pooling and Servicing Agreement, 
I attest that:

(i)A review of the activities of GMAC Commercial Mortgage as Master
   Servicer during the period, and of its performance under this 
   Agreement,
   has been made under my supervision.

(ii) To the best of my knowledge, based on such review, GMAC Commercial
  Mortgage as Master Servicer, has fulfilled all of its obligations 
  under this
  Agreement throughout the period.

(iii)

(iv) GMAC Commercial Mortgage Corporation as Master Servicer has
  maintained an effective internal control system over the servicing 
  of the mortgage loans

(v)  GMAC Commercial Mortgage as Master Servicer has received no notice
   regarding qualifications, or challenging the status, of the Trust REMIC 
   from the Internal Revenue Service or any other governmental
   agency or body.

BY:                 /s/ Diane Norberg
   Diane M. Norberg 
   Vice President
   GMAC Commercial Mortgage Corporation

Date:      March 31, 1998

























                         MORGAN STANLEY CAPITAL I INC.
                                Series 1997-XL1
                       Annual Statement as to Compliance
                     For the Period of October 17 through 
                               December 31, 1997

Pursuant to section 3.14 of the Pooling and Servicing Agreement, I attest 
that:

(i.) A review of the activities of GMAC Commercial Mortgage as Special 
   Servicer During the period, and of its performance under this Agreement, 
has   
been made
under my supervision.

(ii.)    To the best of my knowledge, based on such review, GMAC Commercial 
   Mortgage as Special Servicer has fulfilled in all material respects 
   all of its obligation under this Agreement throughout the period.

(v)

GMAC Commercial Mortgage as Special Servicer has maintained an effective 
internal control system over the servicing of mortgage loans.

GMAC Commercial Mortgage as Special Servicer has received no notice 
regarding qualifications, or challenging the status, of any portion of 
the Trust Fund as a REMIC from the Internal Revenue Service or any other 
governmental agency or body.

BY: /S/ Chris Oofson
Chris 01ofson
Vice President, GMAC Commercial Mortgage Corporation

Date:     3/6/98
<PAGE>
GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19044-8015
Tel. 215-328-3806
Fax 215-328-3478

Report of Mana$!emen

Barry Alan Moore
Executive Vice President

As of and for the year ended December 31, 1997, GMAC Commercial Mortgage 
Corporation has complied in all material respects with the master 
servicing  standards set forth in the Company's master servicing standards
 (attached), which were derived from the Mortgage Bankers Association of 
America's Uniform Single Attestation Program for Mortgage Bankers.

The Company, as master servicer, performs certain functions with respect to 
servicing loans, however, the direct loan servicing functions are performed 
by various subservicers. For those loans included in the Pooling and 
Servicing Agreements listed in the attached Exhibit A, the Company has 
complied with their Master Servicing Standards enumerated below, as of 
and for the year ended December 3 1, 1997.

Barry Moore
Executive Vice President

Anne Cassidy  
Senior Vice President

Gary Severyn
Vice President

Diane Norberg
Vice President

February 20, 1998

                       GMAC COMMERCIAL MORTGAGE CORPORATION
                       MINIMUM MASTER SERVICING STANDARDS

I.                      CUSTODIAL BANK ACCOUNTS

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, 
but in any event in accordance with the applicable servicing agreements;

be reviewed and approved by someone other than the person who prepared 
the reconciliation; and 
explanations for reconciling items shall be documented and shall be 
resolved within ninety (90) calendar days of their original identification.

2.    Funds of the servicing entity shall be advanced as specified in the 
applicable servicing agreements in cases where there is potential for an 
overdraft in an investor's account or a request letter has been received 
from a subservicer for a servicing advance stipulated by the subservicing 
agreement.

3.    All cash for each custodial account shall be maintained at a 
federally insured depository institution in trust for the applicable 
investor or in an investment account in accordance with the applicable 
servicing agreement requirements.

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 
from the subservicer.

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 from the subservicer.

III. DISBURSEMENTS

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

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

GMAC Commercial Mortgage Corporation
<PAGE>
i i  IV. INVESTOR ACCOUNTING AND REPORTING

1 .   Monthly investor reports shall be sent in a timely manner listing 
loan level detail of payments and balances, and all other data required 
by the servicing agreements.

V.INSURANCE POLICIES

A fidelity bond and errors and omissions policy shall be in effect on the 
Company throughout the reporting period in the amounts following: General 
Motors Corporation fidelity bond of $150 million and a GMAC Commercial 
Mortgage Corporation errors and omissions policy of $30 million.

VI. MONITORING OF SUBSERVICER COMPLIANCE

I .   Within 120 days of a subservicer's year-end, the subservicer's 
management assertions about compliance with minimum servicing standards, 
which were derived from the Mortgage Bankers Association of America's 
Uniform Single Attestation Program for Mortgage Bankers and the 
Independent Accountants' Report on management's assertions shall be 
reviewed, and if material exceptions are found, appropriate corrective
action will be taken.

2.    An annual certification from each subservicer stating that the 
subservicer is in compliance with its subservicer agreement shall be 
obtained by April 30thfor the previous calendar year.

GhAAC Commercial Mortgage Corporation


GMAC Commercial Mortgage Corporation and Subs'idiaries
Report on Compliance with Minimum Servicing Standards 
December 31, 1997
<PAGE>

GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19o44-8ol5
Tel. 215-328-3806
Fax 215-328-3478

Report of Management

Barry Alan Moore
Executive Vice President

As of and for the year ended December 31, 1997, GMAC Commercial Mortgage 
Corporation has complied in all material respects with the minimum 
servicing standards set forth in the Company's minimum servicing standards 
(attached), which were derived from the Mortgage Bankers Association of 
America's Uniform Single Attestation Program for Mortgage Bankers. As of 
and for this same period, GMAC Commercial Mortgage Corporation had in 
effect a General Motors Corporation fidelity bond of $150 million and a 
GMAC Commercial Mortgage Corporation errors and omissions policy in the 
amount of $30 million.

Barry A. Moore
Executive Vice President

February 20, 1998
<PAGE>
I

11

                      GMAC COMMERCIAL MORTGAGE CORPORATION
                          MINIMTJM SERVICING STANDARDS

1.                         CUSTODIAL BANKACCOUNTS

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

2.

document explanations for reconciling items. These reconciling items 
shall be resolved within ninety (90) calendar days of their original 
identification.

Funds of the servicing entity shall be advanced as specified in the 
servicing agreement in cases where there is an overdraft in an investor's 
or a mortgagor's account and an advance is specified in the Investor's 
Servicing Agreement.

All cash for each custodial account shall be maintained at a federally 
insured depository institution in trust for the applicable investor or 
in an investment account in accordance with the applicable servicing 
agreement requirements.

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.

11.                   MORTGAGE PAYMENTS

L Mortgage payments which are properly identified with a GMACCM account 
number and agree to the total amount of the scheduled payment due shall 
be deposited into the clearing bank accounts andrelated custodial bank 
accounts within two business days of receipt. Any mortgage payments which 
do not meet these parameters will be researched and deposited into the 
appropriate bank accounts within five 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

GMAC Commercial Mortgage Corporation
<PAGE>
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

2.

5.

V.

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

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.

Tax and insurance payments for those loans that are escrowed shall
 be made on or before the penalty or insurance policy expirations 
date, 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, and the mortgagor has agreed with the amounts due.

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.

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.   Monthly investor reports are sent on a monthly basis listing 
the total unpaid principal balance and number of loans serviced.

MORTGAGOR LOAN ACCOUNTING

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

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

3.   Interest on escrow accounts, if required by the mortgage documents,
 shall be said, or credited, to mortgagors in accordance with the borrower 
agreements.

  GMAC Commercial Mortgage Corporation
  

<PAGE>
I

VI. 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.

GAAAC Commercial Mortgage Corporation


<PAGE>
Exhibit 99.2

Price Waterhouse LLP         
1177 Avenue of the Arnericas
New York, NY 10036

Price Waterhouse

February 20, 1998.

To the Board of Directors of
GMAC Commercial Mortgage Corporation

Rel2ort of Independent Accountants

Telephone 212* 596 7000
Facs1mile 2125968910

We have examined management's assertions, dated February 20, 1998, 
about GMAC Commercial Mortgage Corporation's (the "Company") compliance 
with its established minimum servicing standards (herein "Servicing 
Policy")  included in the accompanying management assertion as of and
 for the year ended December 31, 1997. Management is responsible for 
the Company's compliance with the Servicing Policy. Our responsibility 
is to express an opinion on management's assertion about the Company's 
compliance based on our examination.

Our examination was made in accordance with the standards established by 
the American Institute of Certified Public Accountants and, accordingly, 
included examining, on a test basis, evidence about theCompany's compliance
 with the Servicing Policy 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 the 
Servicing Policy.

In our opinion, management's assertion that the Company complied with the
 aforementioned Servicing Policy as of and for the year ended December 31,
 1997 is fairly stated, in all material respects.

<PAGE>
Price Waterhouse LLP

Price Waterhouse

February 20, 1998

Report of Independent Accountants

To the Board of Directors of
GMAC Commercial Mortgage Corporation

1177 Avenue of the Americas New York, NY 10036

Telephone 212 596 7000 Facsimile 2125968910

0

We have examined management's assertions, dated February 20, 1998, 
about GMAC Commercial Mortgage Corporation's (the "Company") compliance
 with its established minimum master servicing standards (herein "Master
 Servicing Policy") included in the accompanying management assertion as
 of and for the year ended December 31, 1997. Management is responsible 
for the Company's compliance with the Master Servicing Policy. Our 
responsibility is to express an opinion on management's assertion about
 the Company's compliance based on our examination.

Our examination was made in accordance with the 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 the Master Servicing Policy 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 the Master Servicing Policy.

in our opinion, management's assertion that the Company complied with the
 aforementioned Master Servicing Policy as of and for the year ended 
December 31, 1997 is fairly stated, in all material respects.