UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of report ~~Act~~(Date of ~~1934~~earliest event reported) May 31, 2007

Date of Report (Date of earliest event

reported): May 29, 2007

MORGAN STANLEY CAPITAL I INC., (as

depositor under the Pooling and Servicing

Agreement, dated as of May 1, 2007, providing for

the issuance of the Morgan Stanley Mortgage Loan

Trust 2007-8XS, Mortgage Pass-Through

Certificates, Series 2007-8XS).

MORGAN STANLEY CAPITAL I INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~charter~~Its Charter)

Delaware	333-130684-33	13-3291626
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
1585 Broadway, 2nd Floor
New York, New York		10036
(Address of P rincipal Executive Offices)		(Zip Code)

1585 Broadway, 2nd Floor – New York, New York	10036
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 761-4700

~~Registrant’s telephone~~N/A ~~number~~(Former Name or Former Address, ~~including~~if ~~area~~Changed ~~code~~Since ~~(212~~Last Report)~~761-4700~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] ~~Soliciting~~ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act~~(17~~ ~~CFR240~~(17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule ~~14e~~13e-4(c) under the Exchange Act~~(17~~ ~~CFR240~~(17 CFR 240.~~14e~~13e-4(c))

~~Item~~Section ~~8.01. Other~~1 ~~Events.~~– Registrant’s Business and Operations

~~Pursuant~~Item to Rule 424(b)(5) under the Securities Act of 1933, as amended, concurrently with, or subsequent to, the filing of this Current Report on Form 8-K (the “Form 8-K”), Morgan Stanley Capital I Inc1.01Entry ~~(the~~into ~~“Company”) is filing~~ a ~~prospectus~~Material ~~and~~Definitive a prospectus supplement with the Securities and Exchange Commission (the “Commission”) relating to its Mortgage Loan Trust 2007-8XS, Mortgage Pass-Through Certificates, Series 2007-8XS (the “Certificates”)Agreement.

~~Incorporation~~On May 31, 2007, a pooling and servicing agreement dated as of ~~Certain~~May ~~Documents~~1, 2007 (the “Pooling and Servicing Agreement”), was entered into by ~~Reference~~and among Morgan Stanley Capital I Inc., as depositor (the “Registrant”), Wells Fargo Bank, National Association, as master servicer and securities administrator (the “Master Servicer”), and LaSalle Bank National Association as trustee (the “Trustee”) and as custodian. The Pooling and Servicing Agreement was entered into for the purpose of issuing a single series of certificates, entitled Morgan Stanley Mortgage Loan Trust 2007-8XS (the “MSM 2007-8XS Mortgage Loan Trust”), Mortgage Pass-Through Certificates, Series 2007-8XS (the “Certificates”). Certain classes of the Certificates, designated as Class A-1, Class A-1-M, Class A-1-W, Class A-2, Class A-3-W, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class A-R Certificates (collectively, the “Publicly-Offered Certificates”) were registered under the Registrant’s registration statement on Form S-3 (Registration No. 333-130684). The Publicly-Offered Certificates were sold to Morgan Stanley & Co. Incorporated (the “Underwriter”), pursuant to an underwriting agreement dated as of May 29, 2007 (the “Underwriting Agreement”), between the Registrant, and the Underwriter. The remaining classes of the Certificates, designated as Class OC and Class P (collectively, the “Privately Offered Certificates”), were sold to the Underwriter pursuant to a certificate purchase agreement dated as of May 31, 2007 (the “Certificate Purchase Agreement”).

The In mortgage ~~connection~~loans ~~with~~backing the ~~issuance~~Publicly-Offered ofCertificates (the ~~Certificates,~~“MSM ~~the~~Mortgage Loans”) ~~Company~~were isacquired ~~filing herewith~~by the ~~consent~~Registrant offrom ~~PricewaterhouseCoopers~~Morgan ~~LLP~~Stanley Mortgage Capital Inc. (“~~PwC~~MSMCI”), ~~an independent~~as ~~registered~~seller ~~public~~pursuant ~~accounting~~to ~~firm~~a ofmortgage ~~MBIA~~loan ~~Insurance~~purchase ~~Corporation,~~agreement ~~to being~~ dated ~~named~~ as of May 1, 2007 (the “~~experts~~MSMCI Mortgage Loan Purchase Agreement”). The ~~and~~remaining mortgage loans backing the Publicly-Offered ~~incorporation~~Certificates were acquired by ~~reference~~MSMCI via mortgage loan purchase agreements with originators from each of ~~their~~whom ~~report~~MSMCI inpurchased mortgage loans ~~the~~ that ~~prospectus~~constitute ~~supplement~~10% ~~relating~~or toless of the ~~issuance~~total pool of MSM Mortgage Loans (the ~~Certificates. The~~“Underlying ~~consent~~Purchase ofAgreements” ~~PwC~~and isalong ~~attached~~with ~~hereto~~the asMSMCI ~~Exhibit~~Mortgage Loan 23 Purchase Agreements, the “Purchase Agreements”).1.

~~The~~Each ~~consolidated financial statements~~ of ~~MBIA Insurance Corporation included in Exhibit 99 in MBIA Inc.’s Annual~~ ~~Report on Form 10-K for~~ the ~~year~~Purchase ~~ended~~Agreements ~~December~~contains ~~31,~~representations ~~2006,~~and ~~filed~~warranties onmade ~~March 1, 2007 are incorporated~~ by ~~reference in~~ the related ~~prospectus~~seller ~~supplement~~(or ~~relating~~an tooriginator ~~the Company’s~~whose ~~Certificates,~~loans ~~and~~constitute ~~have~~less ~~been~~than ~~incorporated~~10% ~~into~~of the ~~prospectus~~ ~~supplement~~ total inpool ~~reliance on the report~~ of ~~PricewaterhouseCoopers~~MSM ~~LLP,~~Mortgage ~~an independent~~Loans) ~~registered~~to ~~public~~MSMCI ~~accounting~~and ~~firm,~~to ~~given on~~ the ~~authority~~Depositor ofwith respect ~~said~~ to ~~firm~~ the asMortgage ~~experts~~Loans insold ~~accounting~~by ~~and~~such ~~auditing~~seller to MSMCI.

The MSMCI Mortgage Loan Purchase Agreement contains representations and warranties made by MSMCI to the Depositor with respect to the Mortgage Loans sold by MSMCI to the Depositor.

Certain of the mortgage loans for which the Depositor owns the servicing rights are serviced by GMAC Mortgage, LLC (“GMAC LLC”) pursuant to a servicing agreement dated as of January 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2007 (collectively, the “GMAC LLC Servicing Agreements”). The remaining loans are serviced by either Wells Fargo Bank, National Association pursuant to a servicing agreement dated as of April 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2007 (collectively, the “Wells Fargo Servicing Agreements”), Central Mortgage Company pursuant to a servicing agreement dated as of January 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2007 (collectivelyy, the “Central Servicing Agreement”) or the respective originators from whom the loans were purchased, pursuant to the terms of the respective Purchase Agreements by which the loans were purchased.

~~Item~~On ~~9.01. Financial~~May ~~Statements~~31, ~~Pro~~2007, ~~Forma~~an ~~Financial~~insurance ~~Information~~agreement dated as of May 30, 2007 (the “Insurance Agreement”), was entered into by and ~~Exhibits~~among MSCI, MSMCI, the Master Servicer, the Trustee and MBIA Insurance Corporation, as insurer (“MBIA”). The Insurance Agreement was entered into for the purpose of issuing a certificate guaranty insurance policy by MBIA with respect to the Class A-1-W and Class A-3-W Certificates.

(Certain of the terms and conditions of the Pooling and Servicing Agreement, the Underwriting Agreement and the Mortgage Loan Purchase Agreements have been described in a Prospectus Supplement filed on May 31, 2007 on behalf of the Registrant, which filing was made pursuant to Rule 424(b)(5) ~~Not~~of ~~applicable~~the Securities Act of 1933, as amended, under the Registrant’s Form S-3 registration statement number 333-130684, for the MSM Mortgage Loan Trust 2007-8XS. The description of those agreements, together with other purchase and servicing agreements identified in that filing, are hereby incorporated herein by reference. A copy of the Pooling and Servicing Agreement, the Underwriting Agreement, the Mortgage Loan Purchase Agreement, the Purchase and Servicing Agreements and certain other agreements will be filed subsequently as exhibits to a separate Current Report on Form 8-K filed by the Registrant for the MSM Mortgage Loan Trust 2007-8XS.

(b) Not applicable.

23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm of MBIA Insurance Corporation

~~Signatures~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

~~MORGAN STANLEY CAPITAL I~~Date: June 4, ~~INC. By: /s/ Valerie Kay Name Valerie Kay Title Executive Director~~2007

~~Dated~~MORGAN STANLEY CAPITAL I INC. By: ~~May 29,~~ ~~2007~~/s/ Valerie Kay Name: Valerie Kay Title: Executive Director

Exhibit Index

Exhibit No. Description

23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm of MBIA Insurance Corporation

Filing Compare · Morgan Stanley Mortgage Loan Trust 2007-8XS