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, 1998
                       
Commission File Number: 333-45467
                       
Morgan Stanley Capital I, Inc. issuer in respect of 
Commercial Mortgage Pass-Through Certificates Series 1998-CF1
(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 Street, New York,  New York,  10036
(Address of Principal Executive Office)
 
212-761-4000 
(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, 1998.  

Not applicable.
  
Number of shares of common stock outstanding as of December 31, 1998.  

Not applicable.
    


 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
    
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 1998-CF1 issued, pursuant to a Pooling and Servicing 
Agreement, dated as of August 3, 1998 (the "Pooling and Servicing 
Agreement"), by and among Morgan Stanley Capital I, Inc.,
as depositor, ContiTrade Services LLC., Morgan Stanley Mortgage 
Capital inc. and Red Mountain Funding, LLC, as sellers, Amresco 
Services, as Master Servicer and Lennar Partners, Inc. as special 
servicer, LaSalle National Bank, as Trustee, 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 (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 12/31/98.
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 12/31/98. 
  
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: March 30, 1999
  
  

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

A M R E S C 0

March 30, 1999

VIA CERTIFIED MML
RETURN RECEIPT REQUESTED

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Mr. Russell Rahbany

Dear Mr. RahbanY:

Reference is made to the Pooling and Servicing Agreement 
dated as of August 1, 1998, among Morgan Stanley Capital I 
Inc., as Depositor, AMRESCO Services, L.P., ("AMRESCO") as 
Master Servicer, Lennar Partners, Inc., as Special Servicer,
 LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., 
as Fiscal Agent, entered into in connection with Morgan 
Stanley

Capital I Inc. Mortgage Pass-Through Certificates Series 
1998-CFl (the "PSA").

Commercial 01. Lrarp, aaa-	5

As Senior Vice President of AMRESCO, I have delegated to 
specified officers ("Officers") the responsibility 
for reviewing and monitoring the activities of 
AMRESCO, and of our performance under the PSA.

Accordingly, pursuant to Section 8.12 of the PSA and 
in accordance with certifications made to me by each of 
the Officers, AMRESCO certifies the following:

 A review of the activities of AMRESCO for the period 
 from August 1, 1998 to December 3 1, 1998, and of its 
 performance under this PSA has been made under the 
 supervision of the Officers, who have in turn been 
under my supervision; and

 To the best of my knowledge and the Officers' knowledge,
  based on such review, AMRESCO has fulfilled its 
 obligations as Master Servicer in all material 
 respects under the PSA throughout the period from 
August 1, 1998 to December 31, 1998.



Morgan Stanley Capital I Inc.
March 30, 1999
Page 2

Of the ten (10) Sub-Servicers currently performing 
primary servicing obligations for this transaction, for the 
period August 1, 1998 to December 31, 1998, only Huntoon 
Hastings Capital Corp., North Coast Mortgage Company and 
Mohrle-Morris and Associates, Inc. have provided AMRESCO 
with unqualified annual compliance certificates and USAP 
Opinions. Midland Loan Services, Inc. and Pathfinder 
Mortgage Corporation have provided an unqualified Annual 
Compliance letter but no USAP Opinion. HAS/Wexford Banegroup 
LLC, Mortgage and Capital Investors, Inc., Crown NorthCorp.,
 Inc. and CMBS Originations Limited Liability Company 
have not provided either an Annual Compliance letter or a 
USAP Opinion. First Security Commercial Servicing, LLC 
has provided a qualified Annual Compliance letter and USAP 
Opinion, which are attached hereto.

Please refer to the enclosed independent accountants' report 
dated February 4, 1999, delivered pursuant to Section 8.13 
of the PSA, which discusses the results of their review 
of our activities under this PSA and which is 
incorporated herein by reference.

Very truly yours,


Daniel B. Kirby Senior Vice President AMRESCO Services, L.P.

Enclosures

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: General Counsel

LaSalle National Bank
135 South LaSalle Street
Suite 1740
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust
	Services Group

Annual Compliance-Morgan Stanley 1998-CFI (Version - Final)

Morgan Stanley Capital I Inc.
March 30, 1999
Page 3

cc:

Standard & Poor's Ratings Service
26 Broadway, 10" Floor
New York, New York 10004
Attention: CMBS Surveillance

Moody's Investor Services, Inc.
99 Church Street
New York, New York 10007
Attention: CMBS Surveillance

Annual Compliance-Morgan Stanley 1998-CFI (Version - Final)

I

FIRST SECUNTY COMMERCIAL SERVICING. L.L.C.

March 15, 1999
BDO Seidman, LLP
205 N. Michigan Avenue
Suite 2100
Chicago, 11, 60601

RE:	First Security Commercial Servicing, L.L.C.
	Management's Assertion of Compliance

To Whom It May Concern:

150 SOUTH WACKER DRIVE, CHICAGO, IL 60606-4102
	312.425.9300 FAx 312.425.9366

As and for the year ended December 31, 1998, First Security 
Commercial Servicing, L.L.C., has complied in all material 
respects with the minimum servicing standards set forth in 
the Mortgage Bankers Association of America's (MBA's) Uniform 
Sin Attestation Program for Mortgage Bankers (except, for 
commercial loan servicing minimum servicing standards V.4. 
andVI.1, which the MBA has interpreted as inapplicable to such
 servicing) except as follows - bank reconciliations of 
certain custodial bank accounts were not reconciled within 
45 days following the cutoff date, and certain bank account 
reconciling items were not resolved within a 90-day period. 
Subsequent to December 31, 1998, all reconciling items were 
resolved. First Security Commercial Servicing, L.L.C.'s 
noncompliance with the above noted exceptions did not have 
a material effect on the custodial bank account balances. 
As of and for this same period, First Security Commercial 
Servicing, L.L.C. had in effect a fidelity bond and errors 
and omissions insurance policy in the amount of $ 1,000,000 
and $5,000,000, respectively.

Respectfully submitted,

Barry L. Powell
Executive Vice President

Tom Rosenfeld
Senior Vice President

February 4, 1999

Deloitte & Touche LLP
Texas Commerce Tower
220 Ross Avenue
Suite 1600
Dallas, Texas 75201

Dear Sirs:

9&

A M R E S C 0

As of and for the year ended December 31, 1998, AMRESCO 
Services, L. P., a subsidiary of AMRESCO. 1'-N'C., has 
complied in all material respectswith the minimum servicing
 standards set forth in Appendix A. Such standards were
 established by ANMRESCO Services, L. P. based on 
Mortgage Bankers Association of America's Uniform Single 
Attestation Program for Nfortaage Bankers (USAP).

A list of the securitized and bond-related sen-icincy 
contracts covered by this representation is included in 
Appendix B.

For the period January 1. 1998 through December 30. 1998. 
ANIRESCO Services, L. P. had in effect a fidelitv bond 
in the amount of S2' )..000.000, errors and omissions 
liabilitv coverage in the amount of S 10.000.000. and 
mortgage impairment protection in the amount of 
S23 ,000.000.

Beginning December 31, 1998, ANIRESCO Services, L. P. 
increased its coverage, resulting in a fidelitv bond 
in the amount of $43,000.000. and mortgage impairment 
protection in the amount of S43.000,000. Errors and 
omissions liability coverage remained at $10,000,000.



Date

Donnie M. Skidmore
President

Daniel B. Kirby
Senior Vice President





	


INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of AMRESCO Services, L.P.:

Deloitte & Touche LLP
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778

Telephone: (214) 777-7000

We have examined manacrement's assertion about AMRESCO Services, 
L.P.'s (the "Company") (a wholly owned subsidiary of AMRESCO, 
INC.) compliance with the Company's servicing standards 
identified in the Appendix as of and for the year ended 
December 3 1, 1998, included in the accompanying management 
assertion. Such standards were established by the Company's 
manauement based on the Mortgage Bankers Association of 
America's Uniform Single Attestation Program for 11fortgage 
Bankers ("USAP"). Management is responsible for the Company's 
compliance %vith these servicing standards. 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 standards 
established by the American Institute of Certified Public 
Accountants and accordingly, included examining, on a test 
basis. evidence about the Companv*s compliance with the 
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 the Company's compliance with the servicing 
standards or its servicing agreements.



In our opinion. mana-ement's assertion that ANIRESCO Services, 
L.P. complied with its established servicing standards 
identified in the Appendix as of and for the year ended 
December 31. 1998, is fairly stated.. in all material respects.

February 4, 1999

BDO Seidman, LLP	
205N Michigan Avenue, Suite 2100
Accountants and Consultants	
Chicago. Illinois 60601
Telephone: (3121856-9100
Fax: (312) 856-1379


Independent Auditors' Report

Members
First Security Commercial Servicing, L.L.C.
Chicago, Illinois

We have examined management's assertion about First 
Security Commercial Servicing, L.L.C.'s compliance with the 
minimum servicing standards identified in the Mortgage 
Bankers Association of America's (MBA) Uniform Single 
Attestation Program for Mortgjkge Bankers (USAP) (except, 
for commercial loan servicing, minimum servicing standards 
V.4 and VI. 1, which the M13A has interpreted as 
inapplicable to such servicing) as of and for the year 
ended December 31, 1998 included in the accompanying 
management assertion. Management is responsible for 
compliance with those minimum servicing standards. Our 
responsibility is to express an opinion on management's 
assertion about First Security Commercial Servicing, 
L.L.C.'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 First Security Commercial 
Servicing, L.L.C.'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 First Security Commercial Servicing, 
L.L.C.'s compliance with the minimum servicing standards.

In our opinion, management's assertion that First 
Security Commercial Servicing, L.L.C. complied with 
the aforementioned minimum servicing standards, except 
for the noncompliance matters noted in the assertion, as 
of and for the year ended December 31, 1998 is fairly stated, 
in all material 
respects.

Chicago, Illinois
March 15, 1999