UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549



                                     FORM 10-K/A

                                   Amendment No. 1

  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2001


      OR

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


       Commission File Number:  333-59060-02

         Morgan Stanley Dean Witter Capital I Inc.
         Commercial Mortgage Pass-Through Certificates
         Series 2001-TP3
         (Exact name of registrant as specified in its charter)



   New York                                        90-0031564
                                                   90-0042351
                                                   90-0031574
                                                   90-6005202
  (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                   Identification No.)


   Wells Fargo Bank Minnesota, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                 21045
  (Address of principal executive offices)      (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  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 ___







  This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
  Report on Form 10-K (the "Original Form 10-K") filed on March 26, 2002 on
  behalf of Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
  Pass-Through Certificates, Series 2001-TP3 established pursuant to the
  Pooling and Servicing Agreement among Morgan Stanley Dean Witter Capital I
  Inc. as Depositor, Wells Fargo Bank, National Association as Master Servicer,
  GMAC Commercial Mortgage Corporation as Special Servicer, LaSalle Bank
  National Association as Trustee, Wells Fargo Bank Minnesota, National
  Association as Paying Agent and Certificate Registrar, and ABN Amro Bank N.V.
  as Fiscal Agent pursuant to which Morgan Stanley Dean Witter Capital I Inc.,
  Commercial Mortgage Pass-Through Certificates, Series 2001-TP3 registered
  under the Securities Act of 1933 (the "Certificates") were issued.







  Item 14 of the Original Form 10K is amended in its entirety to read as
  follows:


  Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   (a) Exhibits

    (99.1) Annual Independent Accountants' Servicing Reports concerning
           servicing activities for the year ended December 31, 2001.

       a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
       b) Wells Fargo Bank, N.A., as Master Servicer <F1>

    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2001.

       a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
       b) Wells Fargo Bank, N.A., as Master Servicer <F1>

    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2001.

       a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
       b) Wells Fargo Bank, N.A., as Master Servicer <F1>

    (99.4) Aggregate Statement of Principal and Interest Distributions to
           Certificate Holders. <F2>


   (b)  On October 16, 2001, November 29, 2001, and January 02, 2002
        reports on Form 8-K were filed by the Company in order to provide
        the statements for the monthly distributions to holders of the
        Certificates. No other reports on Form 8-K have been filed during
        the last quarter of the period covered by this report.





   (c) Not applicable.


   (d) Omitted.

  <F1> Filed herewith.

  <F2> Previously filed.

                               SIGNATURE


  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized:



    Morgan Stanley Dean Witter Capital I Inc.
    Commercial Mortgage Pass-Through Certificates
    Series 2001-TP3
    (Registrant)




  Signed:  Wells Fargo Bank Minnesota, N. A. as Paying Agent

  By:   William P. Walther, Jr., as Vice President

  By: /s/  William P. Walther, Jr.

  Dated: December 16, 2002


Sarbanes-Oxley Certification


I, William P. Walther, Jr., certify that:

1.   I have reviewed this annual report on Form 10-K, and all reports on Form
     8-K containing distribution or servicing reports filed in respect of
     periods included in the year covered by this annual report, of Morgan
     Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through
     Certificates Series 2001-TP3.

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

3.   Based on my knowledge, the [distribution or servicing] information required
     to be provided to the trustee by the servicer under the pooling and
     servicing agreement is included in these reports.


      Date: December 16, 2002


      William P. Walther, Jr.
      [Signature]


      Vice President
      [Title]



  Exhibit Index

  Exhibit No.

  (99.1) Annual Independent Accountants' Servicing Reports concerning
         servicing activities for the year ended December 31, 2001.

     a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
     b) Wells Fargo Bank, N.A., as Master Servicer <F1>

  (99.2) Report of Management as to Compliance with Minimum Servicing
         Standards for the year ended December 31, 2001.

     a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
     b) Wells Fargo Bank, N.A., as Master Servicer <F1>

  (99.3) Annual Statements of Compliance under the Pooling and Servicing
         Agreements for the year ended December 31, 2001.

     a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1>
     b) Wells Fargo Bank, N.A., as Master Servicer <F1>

  (99.4) Aggregate Statement of Principal and Interest Distributions
         to Certificate Holders. <F2>


  <F1> Filed herewith.
  <F2> Previously filed.


Ex 99.1 (a)
PRICEWATERHOUSECOOPERS   (logo)

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York NY 10036
Telephone (646) 471 4000
Facsimile (646) 471 4100

Report of Independent Accountants

To the Board of Directors and Shareholder of
GMAC Commercial Holding Corp.

We have examined management's assertion, dated March 13, 2002, about GMAC
Commercial Mortgage Corp. and its subsidiaries' (the "Company") compliance
with its established minimum servicing standards ("Servicing Policy") as of
and for the year ended December 31, 2001 included in the accompanying
management assertion (see Exhibit 1). 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 attestation standards established
by the American Institute of Certified Public accountants and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with 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, 2001
is fairly stated, in all material respects.

March 13, 2002


Ex 99.1 (b)
KPMG  (logo)

Three Embarcadero Center
San Francisco, CA 94111

Independent Accountants' Report

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

We have examined management's assertion about Wells Fargo Commercial
Mortgage Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers
(USAP) except for minimum servicing standards V.4 and VI.1, which the MBA has
interpreted as being inapplicable to the servicing of commercial and
multifamily loans, as of and for the year ended December 31, 2001 included in
the accompanying management assertion. Management is responsible for Wells
Fargo Commercial Mortgage Servicing's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on management's
assertion about the Wells Fargo Commercial Mortgage Servicing's compliance
based on our examination.

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

In our opinion, management's assertion that, except for minimum servicing
standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to
the servicing of commercial and multifamily loans, Wells Fargo Commercial
Mortgage Servicing has complied in all material respects with the aforementioned
minimum servicing standards as of and for the year ended December 31, 2001
is fairly stated, in all material respects.


March 1, 2002

KPMG LLP, a U.S. limited liability partnership, is a member of KPMG
International, a Swiss association.


Ex 99.2 (a)
GMAC Commercial Holding Corp.
200 Wilmar Road
Horsham, PA 19044
Tel. 215-326-4822
Fax. 215-326-1316

GMAC
Commercial Holding Corp.    (logo)

Management's Assertion Concerning Compliance
with Minimum Servicing Standards

March 13, 2002

As of and for the year ended December 31, 2001, GMAC Commercial Mortgage Corp.
and its subsidiaries (collectively, the "Company") have 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 $50 million.


David E. Creamer, President and CEO



Wayne D. Hoch, Executive Vice President and CFO


Michael Lipson,
Executive Vice President


Ex 99.2 (b)
WELLS FARGO BANK  (logo)

1320 Willow Pass Rd., Ste. 205
P.O. Box 4036
Concord, CA 94524
(800) 986-9711

Management Assertion
March 1, 2002

As of and for the year ended December 31, 2001, Wells Fargo Commercial
Mortgage Servicing, a division of Wells Fargo Bank, N.A., which is a wholly
owned subsidiary of Wells Fargo & Company, has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's (MBA) Uniform Single Attestation Program for Mortgage
Bankers (USAP), except for minimum servicing standards V.4 and VI.1, which the
MBA has interpreted as being inapplicable to the servicing of commercial and
multifamily loans. As of and for the year ending December 31, 2001, Wells Fargo
Commercial Mortgage Servicing had in effect a fidelity bond in the amount of
$50,000,000 and an errors and omissions policy in the amount of $58,600,000.

Very truly yours,

Wells Fargo Commercial Mortgage Servicing

Jeannette De La Garza
Senior Vice President
Wells Fargo Commercial Mortgage Servicing

Linda Paulin
Senior Vice President
Wells Fargo Commercial Mortgage Servicing


Ex 99.3 (a)
GMAC
Commercial Mortgage    (logo)
550 California Street, 12th Floor
San Francisco, CA 94104
Tel. 415-835-9200
Fax  415-391-2949

Morgan Stanley Dean Witter Capital I Trust
Series 2001-TOP3
Annual Officer's Certificate as to Compliance
For Period of July 30, 2001 through
December 31, 2001

Pursuant to section 9.18 of the Pooling and
Servicing Agreement, I attest that:

(a)  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.

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



BY:                             Date:

   Henry Bieber
   Vice President, GMAC Commercial Mortgage Corporation

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

Re: Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP3

In accordance with Section 8.12 of that certain Pooling and Servicing Agreement
dated July 1, 2001 ("Agreement"), executed by and between Morgan Stanley Dean
Witter Capital I Inc. ("Depositor"), Wells Fargo Bank, National Association
("Master Servicer"), GMAC Commercial Mortgage Corporation ("Special Servicer"),
LaSalle Bank National Association ("Trustee"), ABN AMRO Bank N.V. ("Fiscal
Agent") and Wells Fargo Bank Minnesota, National Association ("Paying Agent and
Certificate Registrar") as authorized officer of Master Servicer, I certify
that (i) a review of the activities and performance of the Master Servicer
during the preceding calendar year has been made under my supervision, and (ii)
to the best of my knowledge, based on such review, Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under the
Agreement in all material respects throughout such year.

Wells Fargo Bank, National Association
"Master Servicer"

By:  Diane Arthur
Its: Vice President

Date: March 1, 2002