SECURITIES AND EXCHANGE COMMISSION
			    WASHINGTON, D.C.  20549

				 FORM 10-K


(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, 1996

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

EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File No.:  333-03574-01

Morgan Stanley Capital I, Inc., 
Mortgage Pass-Through Certificates, Series 1996-1 Trust
(Exact name of registrant as specified in its charter) 

New York                                    52-1982286    
(State or other jurisdiction of            (I.R.S. Employer Identification
incorporation or organization)              No.)


c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                        21044
(Address of principal executive            (Zip Code)
offices)


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 __


     Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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

     State the aggregate market value of the voting stock held by non-
affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked price of such stock, as of a specified date within
60 days prior to the date of filing.  (See definition of affiliate in
Rule 405, 17 CFR 230.405.)

     Not Applicable

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

     Not Applicable


				  PART I

Item 1.  Business.

	 Omitted pursuant to the exemption request to the Office of Chief 
	 Counsel of the Division of Corporation Finance, Securities and 
	 Exchange Commission, dated December 23, 1996, (the "Exemption 
	 Request") with respect to series of mortgage pass-through 
	 certificates (collectively, the "Mortgage Pass-Through 
	 Certificates"), each series being issued pusuant to a Pooling and 
	 Servicing Agreement (collectively, the "Pooling and Servicing 
	 Agreements") between the registrant, a servicer (the "Servicer"), 
	 master servicer(the "Master Servicer"), or securities 
	 administrator (the "Securities Administrator") and a trustee 
	 (the "Trustee").

Item 2.  Properties.

	 Not applicable.

Item 3.  Legal Proceedings.

	 The registrant knows of no material pending legal proceedings
	 involving the trusts created under the Pooling and Servicing
	 Agreement (the "Trusts"), the Trustee, the Servicer or the
	 registrant with respect to the Trusts other than routine
	 litigation incidental to the duties of the respective parties
	 under the Pooling and Servicing Agreements.

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

	 None.


				 PART II


Item 5.  Market for Registrant's Common Equity and Related
	 Stockholder Matters.  (Subsection references herein refer to 
	 Section 201 of Regulation S-K.)

	 (a)  No established public trading market for the Certificates 
	      exists.

	 (b)  As of December 31, 1996, the number of registered holders of 
	      the Certificates was 22.

	 (c)  Omitted pursuant to the Exemption Request.

Item 6.  Selected Financial Data.

	 Omitted pursuant to the Exemption Request.

Item 7.  Management's Discussion and Analysis of Financial
	 Condition and Results of Operations. 

	 Omitted pursuant to the Exemption Request.

Item 8.  Financial Statements and Supplementary Data.

	 Omitted pursuant to the Exemption Request.

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

	 None.


				PART III


Item 10.  Directors and Executive Officers of the Registrant.

	  Not applicable.

Item 11.  Executive Compensation.

	  Not applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

	  Not applicable.

Item 13.  Certain Relationships and Related Transactions.

	  Not applicable.


				 PART IV


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

	  (a)  Exhibits

	       99.1   Annual Independent Accountants' Servicing Reports
		      concerning servicing activities under the Pooling and
		      Servicing Agreements for the year ended December 31, 
		      1996, in accordance with the Exemption Request.

		     (a)  Chase Manhattan, as Servicer<F1>
		     (b)  Homeside Lending, Inc., as Servicer <F1>
		     (c)  Nationsbanc Mortgage Corp., as Servicer <F1>
		     (d)  Norwest Mortgage, Inc., as Servicer <F1>

	      99.2   Report of Management as to Compliance with Minimum
		     Servicing Standards for the year ended December 31, 
		     1996, in accordance with the Exemption Request.

		     (a)  Chase Manhattan, as Servicer<F1>
		     (b)  Homeside Lending, Inc., as Servicer <F1>
		     (c)  Nationsbanc Mortgage Corp., as Servicer <F1>
		     (d)  Norwest Mortgage, Inc., as Servicer <F1>

	      99.3   Annual Statements of Compliance under the Pooling and
		     Servicing Agreements for the year ended December 31, 
		     1996, in accordance with the Exemption Request.

		     (a)  Chase Manhattan, as Servicer<F1>
		     (b)  Homeside Lending, Inc., as Servicer <F1>
		     (c)  Nationsbanc Mortgage Corp., as Servicer <F1>
		     (d)  Norwest Mortgage, Inc., as Servicer <F1>

	 (b)  On October 8, 1996, November 14, 1996, and December 13, 1996, 
	      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 pursuant to the Exemption request.


<F1>  Pursuant to the Exemption request, such document (i) is not filed 
herewith since such document was not received by the Reporting Person at 
least three business days prior to the due date of this report; and (ii) 
will be included in an amendment to this report on Form 10-K/A to be filed 
within 30 days of the Reporting Person's receipt of such document.


				SIGNATURES


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 Capital I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-1 Trust


Signed     Norwest Bank Minnesota, N.A.
	   as Securities Administrator
By:       /s/Sherri J. Sharps           
Name:     Sherri J. Sharps
Title:    Vice president -- Securities administration services
Dated:    March 21, 1997








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
     other than with respect to aggregate principal and interest
     distributions.

     (a)(2)  No proxy statement, form of proxy or other proxy
     soliciting material has been sent to any Certificateholder with
     respect to any annual or other meeting of Certificateholders.