SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 2


(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

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 (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-1982286
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD                                     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



This Amendment No. 2 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, 1997, by Norwest Bank
Minnesota,  N.A. (the "Reporting  Person"),  on behalf of Morgan Stanley Capital
I,  Inc.,  Mortgage  Pass-Through  Certificates,  Series  1996-1  (the "Trust"),
established  pursuant  to  a Pooling and Servicing Agreement (the  "Pooling  and
Servicing  Agreement")  among  Morgan  Stanley  Capital  I,  Inc., as Depositor,
(the  "Depositor"),  Norwest  Mortgage,  Inc., as   Seller  and  Servicer,  (the
"Seller"  and  "Servicer"),  The Chase  Manhattan  Bank, N.A., as  Trustee  (the
"Trustee")  and  Norwest  Bank  Minnesota,  N.A., as  Securities  Administrator,
(the "Securities Administrator"),  pursuant to which the Morgan Stanley  Capital
I,   Inc., Mortgage  Pass-Through  Certificates,  Series   1996-1,  certificates
registered under the  Securities  Act of 1933 (the  "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:

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

     (a)  Exhibits

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.2 Management Assertion Letter:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F1>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

     (b)  On October 8, 1996, November 14, 1996, and December 13, 1996, a report
          on Form 8-K  was  filed  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)  Omitted.

     (d)  Omitted.


<F1> Previously Filed.

<F2> Filed herewith.






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


                        By: Norwest Bank Minnesota, N.A.,
                            as Securities Administrator

                       By: /s/ Sherri J. Sharps
                       By: Sherri J. Sharps
                    Title: Vice President - Securities Administration Services
                    Dated: October 1, 1997



                                  EXHIBIT INDEX

          Exhibit No.

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.2 Management Assertion Letter:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F1>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>


<F1> Previously Filed.

<F2> Filed herewith.