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SF11652472v.2

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM10-K/A**

**(AmendmentNo. 1)**

**(Mark**

**One)**

x 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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**Forthe fiscal year ended: December 31, 2012**

**OR**

**TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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**Forthe transition period from _________ to _________**

**CommissionFile Number of Issuing Entity: 333-167764-03**

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**MorganStanley Bank of America Merrill Lynch Trust 2012-C5**

(Exactname of Issuing Entity as specified in its charter) 

**MorganStanley Capital I Inc**. 

(Exactname of Depositor as specified in its charter) 

**Bankof America, National Association**

**Morgan Stanley Mortgage Capital Holdings LLC**

(Exactname of Sponsor as specified in their charters) 

NewYork 

46-068109946-0700929 46-0709593 46-6179199 46-6181739 

(Stateor Other Jurisdiction of Incorporation of issuing entity) 

(I.R.S.Employer Identification No.) 

c/oMorgan Stanley Capital I Inc. 

1585Broadway, New York, NY

10036 

(Addressof Principal Executive Offices of issuing entity) 

(ZipCode) 

(212)762-6148 

(Telephonenumber, including area code, of issuing entity) 

       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 if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.  (  )Yes  ( x) No 

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Indicateby check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Act. 

(   )Yes   (x) No 

Note**-** Checking the box above will not relieveany registrant required to file reports pursuant to Section 13 or 15(d)of the Exchange Act from their obligations under those Sections. 

Indicateby check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. 

(x) Yes     (   ) No 

Indicateby check mark whether the registrant has submitted electronically andposted on its corporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post such files).  (x) Yes   (   ) No 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to thebest of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. 

Not applicable. 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "largeaccelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): 

Largeaccelerated filer 

Acceleratedfiler 

Non-acceleratedfiler (x) 

Smallerreporting company 

(Donot check if a smaller reporting company) 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act).  (  ) Yes   (x) No 

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

Notapplicable. 

Indicate by check mark whether the registrant has filed all documentsand reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. 

Notapplicable. 

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

Notapplicable. 

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**DOCUMENTSINCORPORATED BY REFERENCE**

Listhereunder the following documents if incorporated by reference and thePart of the Form 10-K (*e.g.*, Part I, Part II, etc.) into which the document is incorporated: (1) Any annualreport to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identificationpurposes (*e.g.*, annual report to security holders for the fiscal year ended December 24, 1980). 

4.1Pooling and Servicing Agreement, dated as of July 1, 2012, by and amongMorgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, as MasterServicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, SitusHoldings, LLC, as Trust Advisor, U.S. Bank National Association, as Trustee, Certificate Administrator,Certificate Registrar and Authenticating Agent, and Wells Fargo Bank, National Association, asCustodian. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012and incorporated by reference herein) 

99.1Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenMorgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed asExhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated byreference herein) 

99.2Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenBank of America, National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 tothe Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by referenceherein) 

99.3Primary Servicing Agreement, dated as of July 1, 2012, between Bank ofAmerica, National Association, as master servicer, and Midland Loan Services, a Divisionof PNC Bank, National Association, as primary servicer. (Filed as Exhibit 99.3 to theRegistrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

**EXPLANATORYNOTE**

Thepurpose of this Amendment No. 1 to our Annual Report on Form 10-K forthe fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on March 29,2013 (the "Original Form 10-K"), is (i) to file a revised Report on Assessment of Compliance with ServicingCriteria for Wells Fargo Bank, National Association, as Custodian, dated August 12, 2013 as a replacement tothe Report on Assessment of Compliance with Servicing Criteria filed as Exhibit 33.6 to the Original Form 10-K, and(ii) to file a revised Attestation Report on Assessment of Compliance with Servicing Criteria for Wells Fargo Bank,National Association, as Custodian, dated August 12, 2013 as a replacement to the Attestation Report onAssessment of Compliance with Servicing Criteria filed as Exhibit 34.6 to the Original Form 10-K. Each such replacementis being made as a result of the receipt by the registrant of a letter, dated August 13, 2013, from the CorporateTrust Services Division of Wells Fargo Bank, National Association, a copy of which is filed as Exhibit 99.4 to theregistrant's Annual Report on Form 10-K, notifying the registrant of the revised reports referred to in thepreceding sentence and providing certain explanatory information related to those reports and certain reports previouslydelivered by Wells Fargo Bank, National Association, as Custodian. No other changes have been made to theOriginal Form 10-K other than the change described above. This Amendment No. 1 does not reflect subsequentevents occurring after the original filing date of the Original Form 10-K. 

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**PARTI**

Item 1.

Business

Omitted

Item1A.

RiskFactors 

Omitted

Item1B.              Unresolved Staff Comments. 

None 

Item 2.

Properties

Omitted

Item 3.

LegalProceedings 

Omitted

Item 4.

MineSafety Disclosures 

Omitted

**PARTII**

Item 5.

Marketfor Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities 

Omitted

Item 6.

SelectedFinancial Data 

Omitted

Item 7.

Management'sDiscussion and Analysis of Financial Condition and Results ofOperations 

Omitted

Item7A.

Quantitativeand Qualitative Disclosures About Market Risk 

Omitted

Item 8.

FinancialStatements and Supplementary Data 

Omitted

Item 9.

Changesin and Disagreements with Accountants on Accounting and FinancialDisclosure 

Omitted

Item9A.

Controlsand Procedures 

Omitted

Item9B. 

OtherInformation. 

None. 

**PARTIII**

Item10.

Directors,Executive Officers and Corporate Governance. 

Omitted

Item11.

ExecutiveCompensation. 

Omitted

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Item12.

SecurityOwnership of Certain Beneficial Owners and Management and RelatedStockholder Matters 

Omitted

Item13.

CertainRelationships and Related Transactions, and Director Independence 

Omitted

Item14.

PrincipalAccountant Fees and Services 

Omitted

**PURSUANTTO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K:**

**Item1112(b) of Regulation AB. Significant Obligors of Pool Assets -Financial Information.**

Themortgaged property securing the Legg Mason Tower loan constitutes asignificant obligor within the meaning of 1101(k)(2) of Regulation AB. The most recent (unaudited) netoperating income of the significant obligor for the 2012 fiscal year is $13,689,870.00. 

**Item1114(b)(2) of Regulation AB. Credit Enhancement and Other Support,Except for Certain Derivatives Instruments - Financial Information.**

Noentity or group of affiliated entities provides any enhancement orother support for the certificates as described under Item 1114(a) of Regulation AB. 

**Item1115(b) of Regulation AB. Certain Derivatives Instruments - FinancialInformation.**

Noentity or group of affiliated entities provides any derivativeinstruments for the certificates as described under Item 1115 of Regulation AB. 

**Item1117 of Regulation AB. Legal Proceedings.**

Theregistrant knows of no pending legal proceeding (or legal proceedingcontemplated by governmental authorities) against the sponsors, depositor, trustee, issuing entity,servicers, originators or other parties contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders as described under Item1117 of Regulation AB. 

**Item1119 of Regulation AB. Affiliations and Certain Relationships andRelated Transactions.**

Theinformation regarding this Item has been disclosed in the Prospectus ofthe Issuing Entity filed in a 424(b)(5) filing dated July 27, 2012. 

**Item1122 of Regulation AB. Compliance with Applicable Servicing Criteria.**

SeeExhibit 33 and Exhibit 34. 

**Item1123 of Regulation AB. Servicing Compliance Statement.**

SeeExhibit 35 

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**PARTIV**

**Item15.**

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**Exhibitsand Financial Statement Schedules.**

(a)

Exhibits

(4.1)Pooling and Servicing Agreement, dated as of July 1, 2012, by and amongMorgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, asMaster Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer, Situs Holdings, LLC, as Trust Advisor, U.S. Bank National Association, asTrustee, Certificate Administrator, Certificate Registrar and Authenticating Agent, andWells Fargo Bank, National Association, as Custodian. (Filed as Exhibit 4.1 to the Registrant'sCurrent Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

31.Rule 13a-14(d)/15d-14(d) Certification. 

33.Item 1122 Compliance with Applicable Servicing Criteria - Assessments

33.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 33.1 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

33.2Bank of America, National Association as Master Servicer (filed asExhibit 33.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

33.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 33.3 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

33.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 33.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated byreference herein) 

33.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 33.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

33.6Wells Fargo Bank, National Association as Custodian 

33.7Berkadia Commercial Mortgage LLC as Servicing Function Participant(filed as Exhibit 33.7 to the Registrant's Annual Report on Form 10-K filed onMarch 29, 2013 and incorporated by reference herein) 

34.Item 1122 Compliance with Applicable Servicing Criteria -Attestations 

34.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 34.1 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

34.2Bank of America, National Association as Master Servicer (filed asExhibit 34.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

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34.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 34.3 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

34.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 34.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated byreference herein) 

34.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 34.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

34.6Wells Fargo Bank, National Association as Custodian 

34.7Berkadia Commercial Mortgage LLC as Servicing Function Participant(filed as Exhibit 34.7 to the Registrant's Annual Report on Form 10-K filed on March29, 2013 and incorporated by reference herein) 

35.Item 1123 Servicer Compliance Statements 

35.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 35.1 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

35.2Bank of America, National Association as Master Servicer (filed asExhibit 35.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

35.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 35.3 to the Registrant's Annual Report onForm 10-K filed on March 29, 2013 and incorporated by reference herein) 

35.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 35.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated byreference herein) 

35.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 35.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

35.6Wells Fargo Bank, National Association as Custodian (filed as Exhibit35.6 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

99.1Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenMorgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filedas Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 andincorporated by reference herein) 

99.2Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenBank of America, National Association and Morgan Stanley Capital I Inc. (Filed asExhibit 99.2 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporatedby reference herein) 

99.3Primary Servicing Agreement, dated as of July 1, 2012, between Bank ofAmerica, National Association, as master servicer, and Midland Loan Services, a Divisionof PNC Bank, National 

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Association,as primary servicer. (Filed as Exhibit 99.3 to the Registrant's CurrentReport on Form 8-K/A filed on October 18, 2012 and incorporated by referenceherein) 

99.4Letter dated August 13, 2013 from the Corporate Trust Services Division ofWells Fargo Bank, National Association as Custodian to the Registrant regardingcompliance with applicable servicing criteria for asset-backed securities by Wells Fargo Bank,National Association, as Custodian. 

 (b) 

See(a) above 

 (c) 

NotApplicable 

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant 

hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized. 

MorganStanley Capital I Inc. (Depositor) 

By:/s/ Steven Stern                                    

Name:Steven Stern Title: President (senior officer in charge of securitization of the depositor) 

Dated: October 7, 2013 

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EXHIBITINDEX

**Exhibit**

**Description                                                                                                                                                     **

(4.1)Pooling and Servicing Agreement, dated as of July 1, 2012, by and amongMorgan Stanley Capital I Inc., as Depositor, Bank of America, National Association, asMaster Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer, Situs Holdings, LLC, as Trust Advisor, U.S. Bank National Association, as Trustee,Certificate Administrator, Certificate Registrar and Authenticating Agent, and Wells Fargo Bank,National Association, as Custodian. (Filed as Exhibit 4.1 to the Registrant's Current Report onForm 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

31 

Rule13a-14(d)/15d-14(d) Certification. 

33 

Item1122 Compliance with Applicable Servicing Criteria - Assessments 

33.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 33.1 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

33.2Bank of America, National Association as Master Servicer (filed asExhibit 33.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

33.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 33.3 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

33.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 33.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by referenceherein) 

33.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 33.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

33.6Wells Fargo Bank, National Association as Custodian 

33.7Berkadia Commercial Mortgage LLC as Servicing Function Participant(filed as Exhibit 33.7 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

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**Exhibit**

**Description                                                                                                                                                     **

34 

Item1122 Compliance with Applicable Servicing Criteria - Attestations 

34.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 34.1 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

34.2Bank of America, National Association as Master Servicer (filed asExhibit 34.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

34.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 34.3 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

34.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 34.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by referenceherein) 

34.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 34.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

34.6Wells Fargo Bank, National Association as Custodian 

34.7Berkadia Commercial Mortgage LLC as Servicing Function Participant(filed as Exhibit 34.7 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

35 

Item1123 Servicer Compliance Statements 

35.1Midland Loan Services, a Division of PNC Bank, National Association asPrimary Servicer (filed as Exhibit 35.1 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

35.2Bank of America, National Association as Master Servicer (filed asExhibit 35.2 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

35.3Midland Loan Services, a Division of PNC Bank, National Association asSpecial Servicer (filed as Exhibit 35.3 to the Registrant's Annual Report on Form 10-Kfiled on March 29, 2013 and incorporated by reference herein) 

35.4Situs Holdings, LLC as Trust Advisor (filed as Exhibit 35.4 to theRegistrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by referenceherein) 

35.5U.S. Bank National Association as Certificate Administrator (filed asExhibit 35.5 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 andincorporated by reference herein) 

35.6Wells Fargo Bank, National Association as Custodian (filed as Exhibit35.6 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated byreference herein) 

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**Exhibit**

**Description                                                                                                                                                     **

99.1Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenMorgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filedas Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 andincorporated by reference herein) 

99.2Mortgage Loan Purchase Agreement, dated as of July 13, 2012, betweenBank of America, National Association and Morgan Stanley Capital I Inc. (Filed asExhibit 99.2 to the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporatedby reference herein) 

99.3Primary Servicing Agreement, dated as of July 1, 2012, between Bank ofAmerica, National Association, as master servicer, and Midland Loan Services, a Divisionof PNC Bank, National Association, as primary servicer. (Filed as Exhibit 99.3 to theRegistrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein) 

99.4Letter dated August 13, 2013 from the Corporate Trust Services Divisionof Wells Fargo Bank, National Association as Custodian to the Registrant regardingcompliance with applicable servicing criteria for asset-backed securities by Wells Fargo Bank, NationalAssociation as Custodian.