----

**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K**

**[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF      1934**

**[        ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND      EXCHANGE ACT OF 1934**

|   | Delaware                                                                                    |   | 13-3439681                                                         |   |
|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|
|   | (State                or other jurisdiction ofincorporation                or organization) |   | (I.R.S.                Employer Identification                No.) |   |

|   | o                Yes |   | x No |
|--------|----------------------|--------|-----------|

|   | o                Yes |   | x                No |
|--------|----------------------|--------|---------------------|

|   | x                Yes |   | o                No |
|--------|----------------------|--------|---------------------|

| Large                accelerated filer o | Accelerated                filer o |  Non-accelerated                filer o |
|------------------------------------------|------------------------------------|----------------------------------------------|

**DOCUMENTS      INCORPORATED BY REFERENCE**

**PART        I**

**Item        1.        Business. **

**Item        1A. Risk Factors.**

**Item        1B. Unresolved Staff Comments.**

**Item        2. Properties.**

**Item        3. Legal Proceedings. **

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

**PART        II**

**Item        5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer        Purchases of Equity Securities.**

**Item        6. Selected Financial Data.**

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

**Item        7A. Quantitative and Qualitative Disclosures About Market        Risk.**

**Item        8. Financial Statements and Supplementary Data.**

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

**Item        9A. Controls and Procedures.**

**Item        9B. Other Information.**

**PART        III**

**Item        10. Directors and Executive Officers of the Registrant.**

**Item        11. Executive Compensation.**

**Item        12. Security Ownership of Certain Beneficial Owners and Management and Related        Stockholder Matters.**

**Item        13. Certain Relationships and Related Transactions.**

**Item        14. Principal Accounting Fees and Services.**

**Item        1112(b) of Regulation AB. Significant Obligors Financial        Information.**

**Item        1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement Provider        Financial Information.**

**Item        1117 of Regulation AB. Legal Proceedings**

**Item        1119 of Regulation AB. Affiliations and Certain Relationships and Related        Transactions**

**Item        1122 of Regulation AB. Compliance with Applicable Servicing        Criteria.**

**Item        1123 of Regulation AB. Servicer Compliance Statement**

**              **

**PART        IV**

**Item        15. Exhibits, Financial Statement Schedules.**

| **Exhibit                    Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4(i)                                  | The                    series 2006-C5 pooling and servicing agreement dated as of November                    1,                    2006 among Citigroup Commercial Mortgage Securities Inc., as                    depositor                    (the “Depositor”), Wachovia Bank, National Association, as master servicer                    no. 1 (the "Master Servicer No. 1"), Midland Loan Services, Inc.,                    as                    master servicer no. 2 (the "Master Servicer No. 2"), LNR Partners,                    Inc.,                    as special servicer (the “Special Servicer”), Wells Fargo Bank, National                    Association, as trustee (the “Trustee”), and LaSalle Bank National                    Association, as certificate administrator (the “Certificate                    Administrator”) (the "Pooling and Servicing Agreement") (Previously filed                    as part of the Registrant's Current Report on Form 8-K on December                    6,                    2006)* |
| 31(ii)                                | Rule                    13a-14(d)/15d-14(d) Certifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 33(a)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Wachovia Bank, National Association., as Master Servicer                    No.                    1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 33(b)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Midland Loan Services, Inc., as Master Servicer No.                    2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 33(c)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LNR Partners, Inc. as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 33(d)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Wells Fargo Bank, National Association, as                    Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33(e)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LaSalle Bank National Association, as Certificate                    Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 33(f)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, GEMSA, as servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 33(g)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Northmarq Capital, Inc., as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 33(h)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Global Realty Outsourcing, Inc., as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33(i)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, First American Real Estate Services, Inc., as servicing                    function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 34(a)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Wachovia Bank, National Association.,                    as Master                    Servicer No. 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 34(b)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Midland Loan Services, Inc., as Master                    Servicer                    No. 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34(c)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LNR Partners, Inc. as Special                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 34(d)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Wells Fargo Bank, National Association,                    as                    Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 34(e)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LaSalle Bank National Association, as                    Certificate                    Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 34(f)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, GEMSA, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34(g)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Northmarq Capital, Inc., as servicing                    function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 34(h)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Global Realty Outsourcing, Inc., as                    servicing                    function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 34(i)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, First American Real Estate Services,                    Inc., as                    servicing function participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 35(a)                                 | Servicer                    compliance statement, Wachovia Bank, National Association., as                    Master                    Servicer No. 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35(b)                                 | Servicer                    compliance statement, Midland Loan Services, Inc., as Master Servicer                    No. 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 35(c)                                 | Servicer                    compliance statement, LNR Partners, Inc. as Special                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 35(d)                                 | Servicer                    compliance statement, Wells Fargo Bank, National Association,                    as                    Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 35(e)                                 | Servicer                    compliance statement, LaSalle Bank National Association, as Certificate                    Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 35(f)                                 | Servicer                    compliance statement, GEMSA, as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 35(g)                                 | Servicer                    compliance statement, Northmarq Capital, Inc., as servicing function                    participant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

**SIGNATURES**

|                              | Citigroup              Commercial Mortgage Inc., as Registrant |
|-----------------------------------|----------------------------------------------------------------|
|                              |                                                           |
|  March              29, 2007 | /s/              Paul Vanderslice                              |
|                              | By: Paul              Vanderslice                         |
|                              | Title: Vice              President                        |

**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.                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2)                  No proxy statement, form of proxy or other proxy soliciting material                  has                  been sent to any certificateholders with respect to any annual                  or other                  meeting of security holders. |

----

**EXHIBIT      INDEX**

| **Exhibit                  Number** | **Description**                                                                                                                                                                                                                                      |
|-------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4(i)                                | Pooling                  and Servicing Agreement (Previously filed as part of the Registrant's                  Current Report on Form 8-K on December 6, 2006)*                                                                                     |
| 31(ii)                              | Rule                  13a-14(d)/15d-14(d) Certifications                                                                                                                                                                                             |
| 33(a)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Wachovia Bank, National Association., as Master Servicer                  No.                  1                           |
| 33(b)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Midland Loan Services, Inc., as Master Servicer No.                  2                                                     |
| 33(c)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LNR Partners, Inc. as Special Servicer                                                                                     |
| 33(d)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Wells Fargo Bank, National Association, as                  Trustee                                                        |
| 33(e)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LaSalle Bank National Association, as Certificate                  Administrator                                           |
| 33(f)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, GEMSA, as servicing function participant                                                                                   |
| 33(g)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Northmarq Capital, Inc., as servicing function                  participant                                                |
| 33(h)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Global Realty Outsourcing, Inc., as servicing function                  participant                                        |
| 33(i)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, First American Real Estate Services, Inc., as servicing                  function participant                              |
| 34(a)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Wachovia Bank, National Association.,                  as Master                  Servicer No. 1               |
| 34(b)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Midland Loan Services, Inc., as Master                  Servicer                  No. 2                        |
| 34(c)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LNR Partners, Inc. as Special                  Servicer                                                        |
| 34(d)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Wells Fargo Bank, National Association,                  as                  Trustee                           |
| 34(e)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LaSalle Bank National Association, as                  Certificate                  Administrator              |
| 34(f)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, GEMSA, as servicing function                  participant                                                      |
| 34(g)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Northmarq Capital, Inc., as servicing                  function                  participant                   |
| 34(h)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Global Realty Outsourcing, Inc., as servicing                  function participant                            |
| 34(i)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, First American Real Estate Services, Inc.,                  as                  servicing function participant |
| 35(a)                               | Servicer                  compliance statement, Wachovia Bank, National Association., as                  Master                  Servicer No. 1                                                                                                     |
| 35(b)                               | Servicer                  compliance statement, Midland Loan Services, Inc., as Master Servicer                  No. 2                                                                                                                          |
| 35(c)                               | Servicer                  compliance statement, LNR Partners, Inc. as Special                  Servicer                                                                                                                                              |
| 35(d)                               | Servicer                  compliance statement, Wells Fargo Bank, National Association, as                  Trustee                                                                                                                                  |
| 35(e)                               | Servicer                  compliance statement, LaSalle Bank National Association, as Certificate                  Administrator                                                                                                                     |
| 35(f)                               | Servicer                  compliance statement, GEMSA, as servicing function                  participant                                                                                                                                            |
| 35(g)                               | Servicer                  compliance statement, Northmarq Capital, Inc., as servicing function                  participant                                                                                                                          |

----