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**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**

|  New                  York                                                                                   |   |  37-152332938-3735949                                                               |
|-------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------|
| (State                  or other jurisdiction ofincorporation                  or organization of issuing entity) |   | (I.R.S.                  Employer Identification                  No. of issuing entity) |

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

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

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

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

**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, Executive Officers and Corporate          Governances.**

**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, and Director Independences.          **

**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 and Financial Statement Schedules.**

| **Exhibit                    Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1                                   | Trust                    Agreement dated as of March 1, 2006 between Morgan Stanley Capital                    I Inc.,                    as Depositor, and LaSalle Bank National Association, as                    Trustee.                                                                                                                                                                                                                                                                                            |
| 10.1                                  | Mortgage                    Loan Purchase Agreement dated as of March 1, 2006 between Morgan                    Stanley                    Capital I Inc., as Purchaser, and Morgan Stanley Mortgage Capital                    Inc., as                    Seller.                                                                                                                                                                                                                                                      |
| 10.2                                  | Servicing                    Agreement dated as of March 1, 2006 between Morgan Stanley Mortgage                    Capital I Inc., as Owner, and GMAC Mortgage Corporation, as                    Servicer.                                                                                                                                                                                                                                                                                                             |
| 10.3                                  | Assignment,                    Assumption and Recognition Agreement dated March 30, 2006 among                    Morgan                    Stanley Mortgage Capital Inc., as Owner, HomEq Servicing Corporation,                    as                    Servicer, and LaSalle Bank National Association, as Trustee,                    and                    acknowledged by Morgan Stanley Capital I Inc., as Depositor,                    and GMAC                    Mortgage Corporation, as Interim Servicer. |
| 31                                    | Sarbanes-Oxley                    Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 33(a)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Barclays Capital Real Estate Inc. d/b/a HomEq Servicing                    f/k/a                    HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                                                               |
| 33(b)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, Wachovia Equity Servicing, LLC, successor by merger                    to HomEq                    Servicing Corporation, as Servicer                                                                                                                                                                                                                                                      |
| 33(c)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, LaSalle Bank National Association, as Trustee and                    Custodian                                                                                                                                                                                                                                                                                                             |
| 33(d)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, ZC Sterling Insurance Agency, Inc., as servicing                    function                    participant                                                                                                                                                                                                                                                                                |
| 33(e)                                 | Report                    on assessment of compliance with servicing criteria for asset-backed                    securities, ZC Real Estate Tax Solutions Limited, as servicing                    function                    participant                                                                                                                                                                                                                                                                              |
| 34(a)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Barclays Capital Real Estate Inc. d/b/a                    HomEq                    Servicing f/k/a HomEq Servicing Corporation, as                    Servicer                                                                                                                                                                                                                |
| 34(b)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, Wachovia Equity Servicing, LLC, successor                    by                    merger to HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                                                          |
| 34(c)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, LaSalle Bank National Association, as                    Trustee and                    Custodian                                                                                                                                                                                                                                                                              |
| 34(d)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, ZC Sterling Insurance Agency, Inc.,                    as servicing                    function participant                                                                                                                                                                                                                                                                    |
| 34(e)                                 | Attestation                    report on assessment of compliance with servicing criteria for                    asset-backed securities, ZC Real Estate Tax Solutions Limited,                    as                    servicing function participant                                                                                                                                                                                                                                                                  |
| 35(a)                                 | Servicer                    compliance statement, Barclays Capital Real Estate Inc. d/b/a                    HomEq                    Servicing f/k/a HomEq Servicing Corporation, as                    Servicer                                                                                                                                                                                                                                                                                                        |
| 35(b)                                 | Servicer                    compliance statement, Wachovia Equity Servicing, LLC, successor                    by merger                    to HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                                                                                                                                                  |
| 35(c)                                 | Servicer                    compliance statement, LaSalle Bank National Association, as                    Trustee                                                                                                                                                                                                                                                                                                                                                                                                       |

| (b)                  The exhibits required to be filed by Registrant pursuant to Item                  601 of                  Regulation S-K:                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                          |
|                     (31) Rule 13a-14(d)/15d-14(d) Certifications.                                                                                   |   |
|                     (33) Reports on assessment of compliance with servicing criteria                  for                  asset-backed securities: |   |
| 1.                                                                                                                                                            | Barclays                  Capital Real Estate Inc. d/b/a HomEq Servicing f/k/a HomEq Servicing                  Corporation, as Servicer |   |
| 2.                                                                                                                                                            | Wachovia                  Equity Servicing, LLC, successor by merger to HomEq Servicing Corporation,                  as Servicer |   |
| 3.                                                                                                                                                            | LaSalle                  Bank National Association, as Trustee and Custodian |   |
| 4.                                                                                                                                                            | ZC                  Sterling Insurance Agency, Inc., as servicing function                  participant |   |
| 5.                                                                                                                                                            | ZC                  Real Estate Tax Solutions Limited, as servicing function                  participant |   |
|                                                                                                                                                          |
|                     (34) Attestation reports on assessment of compliance with servicing                  criteria for asset-backed securities:      |
| 1.                                                                                                                                                            | Barclays                  Capital Real Estate Inc. d/b/a HomEq Servicing f/k/a HomEq Servicing                  Corporation, as Servicer |
| 2.                                                                                                                                                            | Wachovia                  Equity Servicing, LLC, successor by merger to HomEq Servicing Corporation,                  as Servicer |
| 3.                                                                                                                                                            | LaSalle                  Bank National Association, as Trustee and Custodian |
| 4.                                                                                                                                                            | ZC                  Sterling Insurance Agency, Inc., as servicing function                  participant |
| 5.                                                                                                                                                            | ZC                  Real Estate Tax Solutions Limited, as servicing function                  participant |
|                                                                                                                                                          |
|                     (35) Servicer Compliance Statements:                                                                                            |
| 1.                                                                                                                                                            | Barclays                  Capital Real Estate Inc. d/b/a HomEq Servicing f/k/a HomEq Servicing                  Corporation, as Servicer |
| 2.                                                                                                                                                            | Wachovia                  Equity Servicing, LLC, successor by merger to HomEq Servicing Corporation,                  as Servicer |
| 3.                                                                                                                                                            | LaSalle                  Bank National Association, as                  Trustee |

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**SIGNATURES**

|                              | Morgan              Stanley Capital I Inc. |
|-----------------------------------|--------------------------------------------|
|                              |                                       |
|  March              30, 2007 | /s/              Valerie Kay               |
|                              | By: Valerie              Kay          |
|                              | Title: Vice              President    |

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**EXHIBIT      INDEX**

| **Exhibit                  Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1                                 | Trust                  Agreement dated as of March 1, 2006 between Morgan Stanley Capital                  I Inc.,                  as Depositor, and LaSalle Bank National Association, as                  Trustee.                                                                                                                                                                                                                                                                 |
| 10.1                                | Mortgage                  Loan Purchase Agreement dated as of March 1, 2006 between Morgan                  Stanley                  Capital I Inc., as Purchaser, and Morgan Stanley Mortgage Capital                  Inc., as                  Seller.                                                                                                                                                                                                                             |
| 10.2                                | Servicing                  Agreement dated as of March 1, 2006 between Morgan Stanley Mortgage                  Capital I Inc., as Owner, and GMAC Mortgage Corporation, as                  Servicer.                                                                                                                                                                                                                                                                                |
| 10.3                                | Assignment,                  Assumption and Recognition Agreement dated March 30, 2006 among                  Morgan                  Stanley Mortgage Capital Inc., as Owner, HomEq Servicing Corporation,                  as                  Servicer, and LaSalle Bank National Association, as Trustee, and                  acknowledged by Morgan Stanley Capital I Inc., as Depositor, and                  GMAC                  Mortgage Corporation, as Interim Servicer. |
| 31                                  | Sarbanes-Oxley                  Certification                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 33(a)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Barclays Capital Real Estate Inc. d/b/a HomEq Servicing                  f/k/a                  HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                                    |
| 33(b)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, Wachovia Equity Servicing, LLC, successor by merger                  to HomEq                  Servicing Corporation, as Servicer                                                                                                                                                                                                                           |
| 33(c)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, LaSalle Bank National Association, as Trustee and                  Custodian                                                                                                                                                                                                                                                                                |
| 33(d)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, ZC Sterling Insurance Agency, Inc., as servicing function                  participant                                                                                                                                                                                                                                                                      |
| 33(e)                               | Report                  on assessment of compliance with servicing criteria for asset-backed                  securities, ZC Real Estate Tax Solutions Limited, as servicing                  function                  participant                                                                                                                                                                                                                                                   |
| 34(a)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Barclays Capital Real Estate Inc. d/b/a                  HomEq                  Servicing f/k/a HomEq Servicing Corporation, as                  Servicer                                                                                                                                                                                       |
| 34(b)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, Wachovia Equity Servicing, LLC, successor                  by                  merger to HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                               |
| 34(c)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, LaSalle Bank National Association, as                  Trustee and                  Custodian                                                                                                                                                                                                                                                   |
| 34(d)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, ZC Sterling Insurance Agency, Inc., as                  servicing                  function participant                                                                                                                                                                                                                                         |
| 34(e)                               | Attestation                  report on assessment of compliance with servicing criteria for                  asset-backed securities, ZC Real Estate Tax Solutions Limited,                  as                  servicing function participant                                                                                                                                                                                                                                       |
| 35(a)                               | Servicer                  compliance statement, Barclays Capital Real Estate Inc. d/b/a HomEq                  Servicing f/k/a HomEq Servicing Corporation, as                  Servicer                                                                                                                                                                                                                                                                                              |
| 35(b)                               | Servicer                  compliance statement, Wachovia Equity Servicing, LLC, successor                  by merger                  to HomEq Servicing Corporation, as Servicer                                                                                                                                                                                                                                                                                                     |
| 35(c)                               | Servicer                  compliance statement, LaSalle Bank National Association, as                  Trustee                                                                                                                                                                                                                                                                                                                                                                        |

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