UNITED STATES
                     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, 2007

      OR


  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from ____________ to ____________



      Commission file number: 333-130694-22

      MSCC HELOC Trust 2007-1
      (exact name of issuing entity as specified in its charter)

      Morgan Stanley ABS Capital I Inc.
      (exact name of the depositor as specified in its charter)

      Morgan Stanley Credit Corporation
      (exact name of the sponsor as specified in its charter)



  New York                                N/A
  (State or other jurisdiction of         (I.R.S. Employer
  incorporation or organization of        Identification No. of
  issuing entity)                         issuing entity)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                 21045
   (Address of principal executive              (Zip Code of issuing
   offices of issuing entity)                   entity)


 Issuing entity'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 if the registrant is a well-known seasoned issuer, as
  defined in Rule 405 of the Securities Act.

    Yes ___     No  X



  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

    Yes ___     No  X



  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.



  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, a non-accelerated filer, or a smaller reporting
  company.  See the definitions of "large accelerated filer", "accelerated
  filer" and "smaller reporting company" in Rule 12b-2 of the Act.

   Large accelerated filer ___
   Accelerated filer ___
   Non-accelerated filer X (Do not check if a smaller reporting company)
   Smaller reporting company ___

  Indicate by check mark whether the registrant is a shell company (as defined
  in Rule 12b-2 of the Act).

    Yes ___     No  X



  State the aggregate market value of the voting and non-voting common equity
  held by non-affiliates computed by reference to the price at which the
  common equity was last sold, or the average bid and asked price of such
  common equity, as of the last business day of the registrant's most recently
  completed second fiscal quarter.

    Not applicable.



  DOCUMENTS INCORPORATED BY REFERENCE

    See Item 15(a).





                                     PART I

  Item 1.      Business.

               Not applicable.


  Item 1A.     Risk Factors.

               Not applicable.


  Item 1B.     Unresolved Staff Comments.

               None.


  Item 2.      Properties.

               Not applicable.


  Item 3.      Legal Proceedings.

               Not applicable.


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

               Not applicable.




                                     PART II

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

               Not applicable.


  Item 6.      Selected Financial Data.

               Not applicable.


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

               Not applicable.


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

               Not applicable.


  Item 8.      Financial Statements and Supplementary Data.

               Not applicable.


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

               Not applicable.


  Item 9A.     Controls and Procedures.

               Not applicable.


  Item 9A(T).  Controls and Procedures.

               Not applicable.


  Item 9B.     Other Information.

               None.




                                    PART III

  Item 10.     Directors, Executive Officers and Corporate Governance.

               Not applicable.


  Item 11.     Executive Compensation.

               Not applicable.


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

               Not applicable.


  Item 13.     Certain Relationships and Related Transactions, and Director
               Independence.

               Not applicable.


  Item 14.     Principal Accounting Fees and Services.

               Not applicable.




                    ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB


Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

No single obligor represents 10% or more of the pool assets held by the issuing
entity.



Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.

The consolidated balance sheets of Ambac Assurance Corporation and its
subsidiaries ("Ambac") as of the most recent calendar year ended and the
related consolidated statements of income, changes in shareholder's equity
and cash flows for the calendar year then ended and the interim consolidated
balance sheet of Ambac as of the most recent calendar quarter ended, and the
related statements of income, changes in shareholder's equity and cash flows
for the calendar quarter ended, included in the Annual Report on Form 10-K
filed on February 29, 2008 and the Quarterly Reports on Form 10-Q filed on
May 10, 2007, August 9, 2007,and November 9, 2007, respectively, which have
been filed with the Securities and Exchange Commission (the "Commission") by
Ambac Financial Group, Inc. (Commission File No. 001-10777, CIK NO.
0000874501), are hereby incorporated by reference into this Form 10-K and
shall be deemed to be part hereof. Any statement contained in a document
incorporated herein by reference shall be modified or superseded for the
purposes of this Form 10-K to the extent that a statement contained herein
by reference also modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Form 10-K.



Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).

No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.



Item 1117 of Regulation AB, Legal Proceedings.


Legal Proceedings Regarding Saxon Mortgage Services, Inc.

Because the Saxon Mortgage Services, Inc. (the "Company") and its affiliates
are subject to many laws and regulations, including but not limited to
federal and state consumer protection laws, it is regularly involved in
numerous lawsuits filed against it, some of which seek certification as
class action lawsuits on behalf of similarly situated individuals.

The Company and/or its affiliates are also involved, from time to time, in
other reviews, investigations and proceedings (both formal and informal) by
governmental agencies regarding the Company's and/or its affiliates
businesses, certain of which may result in adverse judgments, settlements,
fines, penalties, injunctions or other relief.

The Company contests liability and/or the amount of damages as appropriate
in each pending matter. In view of the inherent difficulty of predicting the
outcome of such matters, particularly in cases where claimants seek
substantial or indeterminate damages or where investigations and proceedings
are in the early stages, the Company cannot predict with certainty the loss
or range of loss, if any, related to such matters, how or if such matters
will be resolved, when they will ultimately be resolved, or what the
eventual settlement, fine, penalty or other relief, if any, might be.
Subject to the foregoing, the following matters are potentially material to
the financial condition of the Company.

Regulatory and Governmental Investigations: The Company and its affiliates
are currently responding to subpoenas and requests for information from
certain regulatory and governmental entities concerning the origination,
purchase, and/or servicing of subprime and non-subprime residential
mortgages and related issues.

Bauer, et al., v. Saxon Mortgage Services, Inc., et al. is a matter filed on
December 1, 2004 in the Civil District Court for the Parish of Orleans,
State of Louisiana, Case No. 2004-17015. On January 26, 2005, the plaintiffs
filed a motion to dismiss the case without prejudice, and the court entered
an order dismissing the case on January 31, 2005. On February 17, 2005, the
plaintiffs re-filed the case as two separate class action lawsuits, Bauer,
et al., v. Dean Morris, et al., filed as Case No. 05-2173 in the Civil
District Court for the Parish of Orleans, State of Louisiana, and Patterson,
et al., v. Dean Morris, et al., filed as Case No. 05-2174 in the Civil
District Court for the Parish of Orleans, State of Louisiana. On January 24,
2006, the United States District Court for the Eastern District of Louisiana
granted the Company's motion to compel arbitration and stayed the court
proceedings as to named plaintiffs Keenan and Karen Duckworth in Bauer, et
al., v. Dean Morris, et al., filed as Case No. 05-2173 in the Civil District
Court for the Parish of Orleans, State of Louisiana. On January 25, 2006,
the United States District Court for the Eastern District of Louisiana
granted the Saxon Mortgage Services's motion to compel arbitration and
stayed the court proceedings as to named plaintiff Debra Herron in
Patterson, et al., v. Dean Morris, et al., filed as Case No. 05-2174 in the
Civil District Court for the Parish of Orleans, State of Louisiana. The
court subsequently remanded the underlying court proceedings in both the
Bauer and Patterson cases to the Civil District Court for the Parish of
Orleans, State of Louisiana. At the present time, neither plaintiff has
initiated arbitration.

Jones, et al., v. ABN AMRO Mortgage Group, et al. is a matter filed on
September 24, 2007 in the Court of Common Pleas for Berks County,
Pennsylvania as Civil Action-Law No. 07-10540. The matter was subsequently
removed to the United States District Court for the Eastern District of
Pennsylvania as Civil Action No. 2:07-cv-04328-JG. The plaintiffs filed an
Amended Complaint on October 9, 2007 naming the Company as a defendant. The
plaintiffs allege that the putative class members were not credited properly
for payments made on their mortgage loans which were allegedly collected by
non-affiliated intermediary entities and forwarded to the servicer
defendants. The Company services two loans for putative class members. The
plaintiffs subsequently voluntarily dismissed all named plaintiffs except
for the Jones's. Saxon Mortgage Services and other defendants filed a
consolidated motion to dismiss the case.

Jumar Hooks and Diane Felder, et al., v. Saxon Mortgage, Inc. is a matter
filed on October 12, 2005 in the Common Pleas Court for Cuyahoga County,
Ohio as Case No. CV 05 574577. The plaintiffs filed this case as a class
action, on behalf of themselves and similarly situated Ohio borrowers,
alleging that the Company's affiliate, Saxon Mortgage, Inc. ("Saxon
Mortgage") engaged in unlawful practices in originating and servicing the
plaintiffs' loans. During the second quarter of 2006, the court granted the
Saxon Mortgage's motion to compel individual arbitration as to each of the
two named plaintiffs and stayed the court proceedings with no class having
been certified.

Legal Proceedings Regarding Ambac Financial Group

Pursuant to a Form 8-K filed on March 12, 2007 by Ambac Financial Group
("Ambac") (Commission File No.: 001-10777; CIK No. 0000874501), Ambac
announced that the New York Insurance Department has indicated that it is
undertaking a review of the laws and regulations that are applicable to that
its principal subsidiary, Ambac Assurance Corporation ("Ambac Assurance")
and to other monoline financial guarantee insurance companies. Ambac stated
that as a result of any changes to such laws and regulations or the New York
Insurance Department's interpretation thereof, Ambac Assurance could become
subject to further restrictions on the types and amounts of business that it
is authorized to insure, especially in the structured finance area. Ambac
stated that any such restrictions could have a material effect on the amount
of premiums that Ambac earns in the future. Ambac stated that, additionally,
any changes to such laws and regulations could subject Ambac Assurance to
increased reserving and capital requirements or more stringent regulation
generally, which could materially adversely affect Ambac's financial
condition, results of operations and future business.

In addition, Ambac stated that in recent weeks, the New York Insurance
Department and other governmental officials have expressed concern that
participants in the financial guarantee industry, including Ambac, take
actions to augment their capital and maintain credit ratings and warned
that, in the absence of such actions, regulatory action may be necessary to
protect policyholders. Insurance regulatory authorities' responsibility is
to protect policyholders, not shareholders. Ambac stated that it believes
capital raising is responsive to the regulators' concerns at this time, but
there can be no assurance insurance regulators or other authorities will not
take actions that are adverse to the interests of Ambac shareholders.

Additionally, Ambac stated that Ambac, and certain of its present and former
officers and directors, have been named in lawsuits that allege violations
of the federal securities laws and/or state law. Ambac stated that at least
four federal securities putative class action suits have been filed. Ambac
stated that:

Reimer v. Ambac Financial Group, Inc., et al. (filed on or about January 16,
2008 in the United States District Court for the Southern District of New
York, case No. 08 CV 411) purports to be brought on behalf of purchasers of
Ambac's common stock from October 19, 2005 to November 26, 2007. The suit
alleges, among other things, that the defendants issued materially false and
misleading statements regarding Ambac's business and financial results
related to guarantees of CDO and Mortgage Backed Securities ("MBS")
transactions. Three other suits, Babic v. Ambac Financial Group Inc. et al.
(filed on or about February 7, 2008 in the United States District Court for
the Southern District of New York, case No. 08 CV 1273), Parker v. Ambac
Financial Group, Inc. et al. (filed on or about February 22, 2008 in the
United States District Court for the Southern District of New York, case No.
08 CV 1825) and Minneapolis Firefighters' Relief Association v. Ambac
Financial Group, Inc. et al. (filed on or about February 26, 2008 in the
United States District Court for the Southern District of New York, Case No.
08 CV 1918) make substantially the same allegations as the Reimer action. In
addition, at least seven shareholder derivative actions have been filed in
New York federal court and in Delaware and New York state courts. The first
shareholder derivative action, captioned Rubery v. Callen, et al. (filed on
or about January 23, 2008 in the United States District Court for the
Southern District of New York, case No. 08 CV 854), names as defendants
certain present and former officers and directors of Ambac and names Ambac
as a nominal defendant. This suit asserts violation of state and federal
law, including breaches of fiduciary duties, waste of corporate assets,
unjust enrichment and violations of the federal securities laws, for conduct
occurring between October 2005 and the present regarding, among other
things, Ambac's guarantees of CDO and MBS transactions and defendants'
alleged insider trading on non-public information. Ambac has also received
various regulatory inquiries and requests for information. For example,
recently Ambac received a subpoena duces tecum and interrogatories from the
Securities Division of the Office of the Secretary of the Commonwealth of
Massachusetts, dated January 18, 2008, that seeks certain information and
documents concerning "Massachusetts Public Issuer Bonds."

Ambac stated that it is not possible to predict whether additional suits
will be filed or whether additional inquiries or requests for information
will be made, and it is also not possible to predict the outcome of
litigation, inquiries or requests for information. Ambac stated that it is
possible that there could be unfavorable outcomes in these or other
proceedings. Ambac stated that management is unable to make a meaningful
estimate of the amount or range of loss that could result from unfavorable
outcomes but, under some circumstances, adverse results in legal proceedings
could be material to the company's business, operations, financial position,
profitability or cash flows.


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

The information regarding this Item has been previously filed in a 424(b)(5)
filed on February 27, 2007 (Commission File No. 333-130694-22).



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

The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15(a).

Saxon Mortgage Services Inc. ("Saxon") has assessed its compliance with the
Applicable Servicing Criteria as of December 31, 2007 and for the Reporting
Period and has concluded that Saxon has complied, in all material respects,
with the Applicable Servicing Criteria with respect to the Platform taken as
a whole, except for in regards to Item 1122(d)(4)(xiii), based on a review of
a sample of 60 loans, it was determined that 10 disbursements did not post to
the customers accounts within 2 business days.

Saxon has taken the following remedial actions to remedy the exceptions and
to prevent exceptions going forward: HELOC disbursements will be reviewed by
the cash management department for timely application to the obligor's records
maintained by the servicer.


Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15(a).



                               Part IV

  Item 15. Exhibits, Financial Statement Schedules.

  (a) Exhibits.

  (1) Not applicable.

  (2) Not applicable.

  (3) Exhibits filed herewith.

  (4) The Trust Agreement, dated as of February 1, 2007, by and between
      Morgan Stanley ABS Capital I Inc., as purchaser, and Wilmington Trust
      Company, as owner trustee.(Filed as part of the Registrant's Current
      Report on Form 8-K filed on June 8, 2007 (Commission File No.:
      333-130694-22) and is incorporated by reference herein.)

  (10.1) The Home Equity Loan Purchase Agreement, dated as of February 1,
         2007, by and between Morgan Stanley ABS Capital I Inc., as
         purchaser, and Morgan Stanley Credit Corporation, as seller (filed
         as part of the Registrant's Current Report on Form 8-K filed on June
         8, 2007 (Commission File No.: 333-130-694-22) and is incorporated by
         reference herein).

  (10.2) The Indenture, dated as of February 1, 2007, by and between MSCC
         HELOC Trust 2007-1, as issuer, and Wells Fargo Bank, National
         Association, as indenture trustee (filed as part of the Registrant's
         Current Report on Form 8-K filed on June 8, 2007 (Commission File
         No.: 333-130-694-22) and is incorporated by reference herein).

  (10.3) The Servicing Agreement, dated as of February 1, 2007, by and among
         MSCC HELOC Trust 2007-1, as issuer, Wells Fargo Bank, National
         Association, as indenture trustee, and Morgan Stanley Credit
         Corporation, as servicer (filed as part of the Registrant's Current
         Report on Form 8-K filed on June 8, 2007 (Commission File No.:
         333-130-694-22) and is incorporated by reference herein).

  (10.4) The Custodial Agreement, dated as of February 1, 2007, by and among
         Wells Fargo Bank, National Association, as indenture trustee, Wells
         Fargo Bank, National Association, as custodian, and Morgan Stanley
         Credit Corporation, as servicer (filed as part of the Registrant's
         Current Report on Form 8-K filed on June 8, 2007 (Commission File
         No.: 333-130-694-22) and is incorporated by reference herein).

  (31) Rule 13a-14(d)/15d-14(d) Certification.

  (33) Reports on assessment of compliance with servicing criteria for
       asset-backed securities.


    <TABLE>
    
      <c>

    33.1 Morgan Stanley Credit Corporation as Servicer
    33.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    33.3 Wells Fargo Bank, N.A. as Indenture Trustee
    33.4 Wells Fargo Bank, N.A. as Custodian

    </TABLE>


  (34) Attestation reports on assessment of compliance with servicing
       criteria for asset-backed securities.


    <TABLE>
    
      <c>

    34.1 Morgan Stanley Credit Corporation as Servicer
    34.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    34.3 Wells Fargo Bank, N.A. as Indenture Trustee
    34.4 Wells Fargo Bank, N.A. as Custodian

    </TABLE>


   (35) Servicer compliance statement.


    <TABLE>
    
       <c>

    35.1 Morgan Stanley Credit Corporation as Servicer
    35.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    35.3 Wells Fargo Bank, N.A. as Indenture Trustee

    </TABLE>


   (99.1) The Annual Report of Form 10-K and the Quarterly Report on Form
          10-Q of Ambac Assurance Corporation and its subsidiaries, which have
          been filed with the Securities and Exchange Commission (the
          "Commission") by Ambac Financial Group, Inc. (Commission File No.
          001-10777, CIK No. 0000874501), are hereby incorporated by reference.

   (99.2) The Certificate Guaranty Insurance Policy of Ambac Assurance
          Corporation, dated as of February 27, 2007 (filed as part of the
          Registrant's Current Report on Form 8-K filed on June 8, 2007
          (Commission File No.: 333-130-694-22) and is incorporated by
          reference herein).

   (b) See (a) above.

   (c) Not applicable.



MSCC HELOC Trust 2007-1

 (exact name of issuing entity as specified in its charter)




                           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 ABS Capital I Inc.
    (Depositor)



    /s/ Valerie Kay
    Valerie Kay, Vice President
    (senior officer in charge of securitization of the depositor)

    Date:      March  28, 2008



  Exhibit Index

  Exhibit No.


   (4) The Trust Agreement, dated as of February 1, 2007, by and between
       Morgan Stanley ABS Capital I Inc., as purchaser, and Wilmington Trust
       Company, as owner trustee.(Filed as part of the Registrant's Current
       Report on Form 8-K filed on June 8, 2007 (Commission File No.:
       333-130694-22) and is incorporated by reference herein.)

   (10.1) The Home Equity Loan Purchase Agreement, dated as of February 1,
          2007, by and between Morgan Stanley ABS Capital I Inc., as
          purchaser, and Morgan Stanley Credit Corporation, as seller (filed
          as part of the Registrant's Current Report on Form 8-K filed on June
          8, 2007 (Commission File No.: 333-130-694-22) and is incorporated by
          reference herein).

   (10.2) The Indenture, dated as of February 1, 2007, by and between MSCC
          HELOC Trust 2007-1, as issuer, and Wells Fargo Bank, National
          Association, as indenture trustee (filed as part of the Registrant's
          Current Report on Form 8-K filed on June 8, 2007 (Commission File
          No.: 333-130-694-22) and is incorporated by reference herein).

   (10.3) The Servicing Agreement, dated as of February 1, 2007, by and among
          MSCC HELOC Trust 2007-1, as issuer, Wells Fargo Bank, National
          Association, as indenture trustee, and Morgan Stanley Credit
          Corporation, as servicer (filed as part of the Registrant's Current
          Report on Form 8-K filed on June 8, 2007 (Commission File No.:
          333-130-694-22) and is incorporated by reference herein).

   (10.4) The Custodial Agreement, dated as of February 1, 2007, by and among
          Wells Fargo Bank, National Association, as indenture trustee, Wells
          Fargo Bank, National Association, as custodian, and Morgan Stanley
          Credit Corporation, as servicer (filed as part of the Registrant's
          Current Report on Form 8-K filed on June 8, 2007 (Commission File
          No.: 333-130-694-22) and is incorporated by reference herein).

   (31) Rule 13a-14(d)/15d-14(d) Certification.

   (33) Reports on assessment of compliance with servicing criteria for
        asset-backed securities.


    <TABLE>

    
      <c>
    33.1 Morgan Stanley Credit Corporation as Servicer
    33.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    33.3 Wells Fargo Bank, N.A. as Indenture Trustee
    33.4 Wells Fargo Bank, N.A. as Custodian

    </TABLE>

   (34) Attestation reports on assessment of compliance with servicing
        criteria for asset-backed securities.


    <TABLE>

    
      <c>
    34.1 Morgan Stanley Credit Corporation as Servicer
    34.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    34.3 Wells Fargo Bank, N.A. as Indenture Trustee
    34.4 Wells Fargo Bank, N.A. as Custodian

    </TABLE>

   (35) Servicer compliance statement.


    <TABLE>

    
       <c>
    35.1 Morgan Stanley Credit Corporation as Servicer
    35.2 Saxon Mortgage Services, Inc. as Sub-Servicer for Morgan Stanley Credit Corporation
    35.3 Wells Fargo Bank, N.A. as Indenture Trustee

    </TABLE>

   (99.1) The Annual Report of Form 10-K and the Quarterly Report on Form
          10-Q of Ambac Assurance Corporation and its subsidiaries, which have
          been filed with the Securities and Exchange Commission (the
          "Commission") by Ambac Financial Group, Inc. (Commission File No.
          001-10777, CIK No. 0000874501), are hereby incorporated by reference.

   (99.2) The Certificate Guaranty Insurance Policy of Ambac Assurance
          Corporation, dated as of February 27, 2007 (filed as part of the
          Registrant's Current Report on Form 8-K filed on June 8, 2007
          (Commission File No.: 333-130-694-22) and is incorporated by
          reference herein).