UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

November 30, 2005

            Morgan Stanley Capital I Inc.            

 (Exact Name of Registrant as Specified in its Charter)

Delaware	333-125593	133291626
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (212) 761-4000

                                                  None                                                  

(Former Name or Former Address, if Changed Since Last Report)

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 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.1.

Filed concurrently herewith are certain materials (the “Computational Materials”) furnished to the Registrant by Morgan Stanley & Co. Incorporated (the “Underwriter”) in respect of the Morgan Stanley Mortgage Loan Trust 2005-8SL, Mortgage Pass-Through Certificates, Series 2005-8SL, Class A-1, Class A-2a, Class A-2b, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates (the “Publicly-Offered Certificates”). The Publicly-Offered Certificates are being offered pursuant to a Prospectus Supplement dated November 28, 2005, and the related Prospectus dated July 27, 2005 (together, the “Prospectus”), which are being filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). The Publicly-Offered Certificates will be registered pursuant to the Act under a Registration Statement on Form S-3 (No. 333-125593) (the “Registration Statement”).  The Computational Materials are incorporated by reference in the Registration Statement.

The Computational Materials were prepared solely by the Underwriter and the Registrant did not prepare or participate (other than providing the background information concerning the underlying pool of assets upon which the Computational Materials are based to the Underwriter) in the preparation of the Computational Materials.

Any statements or information contained in the Computational Materials shall be deemed to be modified or superseded for purposes of the Prospectus and the Registration Statement by statements or information contained in the Prospectus.

1.

Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to them in the Prospectus.

Item 9.01.  Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

99.1

Computational Materials.

SIGNATURES

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

MORGAN STANLEY CAPITAL I INC.

By:     /s/ Valerie Kay                                 

Name:   Valerie Kay

Title:     Managing Director

Dated:  November 30, 2005

EXHIBIT INDEX

Exhibit No.

Description

99.1

Computational Materials

Exhibit 99.1     Computational Materials