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) ~~October~~ 31 November 27, 2007

MORGAN STANLEY CAPITAL I INC. ~~(Exact Name of Registrant as Specified in Its Charter)~~

Delaware	333-130684-40	13-3291626
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
1585 Broadway, 2nd Floor
New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-130684-31	13-3291626
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

N/A ~~(Former Name or Former Address, if Changed Since Last Report)~~

(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(b) 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))

1Section 8 – Other Events

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

~~Item~~On October 31, 2007 MSM Mortgage Loan Trust 2007-14AR (the “Issuing Entity”) was created pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2007 (the “Pooling and Servicing Agreement”), among Morgan Stanley Capital I Inc.~~01Entry~~ ~~into~~(the “Registrant”), LaSalle Bank National Association, as trustee and custodian, and Wells Fargo Bank, National Association, as master servicer and securities administrator. 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 ~~Material~~Prospectus Supplement ~~Definitive~~filed on November 1, 2007 on behalf of the Registrant, which filing was made pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, under the Registrant’s Form S-3 registration statement number 333-130684, for the Issuing Entity. The description of those agreements, together with other purchase and servicing agreements and derivatives contracts identified in that filing, are hereby incorporated herein by reference. A copy of the Pooling and Servicing Agreement, the Underwriting Agreement, the Certificate Purchase Agreement, the Mortgage Loan Purchase Agreement, the Purchase and Servicing Agreements, the Assignment, Assumption and Recognition 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 2007-14AR.

OnGMAC ~~October~~ Mortgage ~~31,~~Corporation ~~2007, a pooling and servicing agreement dated as of October 1, 2007~~ (~~the~~ “~~Pooling and Servicing Agreement~~GMAC”), ~~was entered into by~~ and ~~among~~ Morgan Stanley Mortgage Capital I Inc., ~~as depositor (the “Registrant”), Wells~~ ~~Fargo Bank, National Association,~~ as ~~master~~owner ~~servicer and securities administrator~~ (~~the~~ “~~Master Servicer~~MSMCI”), ~~and~~or ~~LaSalle Bank National Association as trustee (the~~ “~~Trustee~~Owner”) ~~and~~were asparties to a ~~custodian. The Pooling and~~ Servicing Agreement, ~~was~~dated ~~entered~~as ~~into for the purpose~~ of ~~issuing a single~~May ~~series of certificates~~20, ~~entitled~~2005 ~~Morgan~~and ~~Stanley~~a ~~Mortgage~~First ~~Loan~~Amended ~~Trust 2007-14AR~~and ~~(the~~Restated ~~“MSM 2007-14AR Mortgage Loan Trust”), Mortgage~~Servicing ~~Pass-Through Certificates~~ Agreement, ~~Series~~dated ~~2007-14AR~~as ~~(the “Certificates”). Certain classes~~ of ~~the~~January ~~Certificates, designated as Class~~ 1~~-A-1~~, ~~Class~~2006 ~~1-A-2,~~(the ~~Class~~“GMAC ~~1-A-3,~~Servicing ~~Class 1-A-4~~Agreement”), ~~Class 2-A-1,~~ ~~Class~~ pursuant ~~2-A-2,~~to ~~Class~~which ~~2-A-3,~~GMAC ~~Class~~has ~~2-A-4,~~agreed ~~Class~~to ~~2-A-5,~~service ~~Class~~certain ~~2-A-6,~~Mortgage ~~Class~~Loans ~~2-A-7, Class~~on ~~2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 3-A-1,~~behalf ~~Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 4-A-1, Class 4-A-2, Class 4-A-3,~~ of ~~Class~~ the ~~4-A-4,~~Owner. ~~Class~~On ~~5-A-1,~~November ~~Class 5-A-2~~27, ~~Class 5-A-3~~2007, Class 5-A-4, Class 6-A-1, Class 6-A-2, Class 6-A-3, Class 6-A-4, Class 6-A-5, Class 6-A-6, Class 7-A-1, Class 7-A-2, Class 7-A-3, Class 7-A-4, Class 8-A-1, Class 8-A-2, Class 8-A-3, Class 8-A-4, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3 and Class A-R Certificates (collectively, the ~~“Publicly-Offered Certificates”)~~servicing ~~were~~of ~~registered~~approximately ~~under the Registrant’s registration statement on Form S-3 (Registration No~~0.748% ~~333-130684). The Publicly-Offered~~of ~~Certificates were sold to Morgan Stanley & Co. Incorporated (~~ the ~~“Underwriter”),~~ Mortgage ~~pursuant~~Loans toin ~~an underwriting agreement dated as of October 29, 2007 (~~the ~~“Underwriting~~Mortgage ~~Agreement”)~~Pool, ~~between~~by ~~the~~aggregate ~~Registrant,~~stated ~~and~~principal ~~the~~balance ~~Underwriter. The remaining classes~~ of the ~~Certificates,~~mortgage ~~designated~~loans as ~~Class~~ ~~I-B-4,~~of ~~Class~~October ~~I-B-5~~1, ~~Class I-B-6~~2007, ~~Class~~was ~~II-B-4,~~transferred ~~Class~~from ~~II-B-5,~~GMAC ~~Class~~to ~~II-B-6,~~Saxon ~~Class~~ Mortgage ~~P-1~~Services ~~and~~Inc. ~~Class P-2 Certificates~~ (~~collectively, the~~ “~~Privately Offered Certificates~~Saxon”) , ~~were~~an ~~sold~~affiliate ~~to the Underwriter pursuant to a certificate purchase agreement dated as~~ of ~~October 31, 2007 (~~the ~~“Certificate Purchase Agreement”)~~Owner.

~~LaSalle~~Pursuant ~~Bank~~ to ~~National~~Section ~~Association~~9.01(b) ~~and~~of ~~Wells~~the ~~Fargo~~Pooling ~~Bank~~and Servicing Agreement, ~~National~~the ~~Association~~Owner ~~(each,~~has ~~a “Custodian”~~ exercised ~~and~~its ~~together,~~right ~~the~~to ~~“Custodians”)~~terminate ~~will~~GMAC, ~~each~~without ~~act~~cause, as ~~a Custodian~~servicer offor the Issuing ~~mortgage~~Entity. ~~loan~~Saxon has ~~files~~agreed ofto service the ~~MSM~~ Mortgage Loans~~. Wells~~ previously ~~Fargo~~ serviced ~~Bank,~~by ~~National~~GMAC ~~Association~~on ~~will~~behalf ~~act~~of asthe aOwner ~~Custodian~~pursuant ~~under~~to athe ~~Custodial~~ Servicing Agreement, dated as of ~~October~~July 1, 2007,) ~~among~~between ~~Morgan~~the ~~Stanley~~Owner ~~Mortgage~~and ~~Capital Holdings LLC (“MSMCH”)~~Saxon, ~~Morgan~~as ~~Stanley~~modified ~~Credit~~by ~~Corporation~~the ~~(“MSCC”),~~ Omnibus ~~the Trustee~~Assignment, ~~the~~Assumption ~~Master~~and ~~Servicer~~Recognition ~~and~~Agreement ~~Wells~~dated ~~Fargo~~as ~~Bank,~~of ~~National~~November ~~Association~~ 27, as2007 ~~Custodian~~among (the ~~“Custodial~~Owner, ~~Agreement”). LaSalle Bank~~Saxon ~~National~~and ~~Association~~Trustee ~~will~~and ~~act~~acknowledged asby ~~a Custodian pursuant to~~ the ~~Pooling~~Master Servicer and ~~Servicing~~ ~~Agreement~~the Registrant.

~~Certain~~Capitalized of terms ~~the~~used ~~mortgage~~herein ~~loans~~and ~~backing~~not ~~the~~defined ~~Publicly-Offered~~herein ~~Certificates~~have (the ~~“MSM Mortgage~~same ~~Loans”)~~meanings ~~were acquired by the Registrant from MSMCH as seller~~ascribed ~~pursuant~~ to ~~a Mortgage Loan Purchase Agreement dated as of October 1, 2007~~such ~~(the “MSMCH~~ terms ~~Mortgage~~in ~~Loan Purchase Agreement”). Certain of~~ the ~~mortgage~~ ~~loans~~Pooling ~~were acquired by MSMCH from (i) MSCC as seller pursuant to a Third Amended~~ and ~~Restated~~Servicing ~~Master Mortgage Loan Purchase~~ Agreement, dated as of November 1, 2005, as amended by the Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (the “MSCC AAR”) among the Registrant, MSMCH, MSCC, the Trustee and the Master Servicer (collectively, the “MSCC Purchase .

Information relating to Saxons a servicer set forth in the Prospectus Supplement.

Agreements”), (ii) National City Mortgage Co. (“National City”) as seller and servicer pursuant to a Fourth Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of July 1, 2006, as amended by the Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (the “National City AAR”) among the Registrant, MSMCH, National City, the Trustee and the Master Servicer (collectively, the “National City Servicing Agreements”), (iii) Fifth Third Mortgage Company (“Fifth Third”) as seller and servicer pursuant to a Second Amended and Restated Mortgage Loan and Servicing Agreement, dated as of July 1, 2006, as amended by the Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (the “Fifth Third AAR”) among the Registrant, MSMCH, Fifth Third, the Trustee and the Master Servicer (collectively, the “Fifth Third Servicing Agreements”), (iv) US Bank (“US Bank”) as seller and servicer pursuant to a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2007, as amended by the Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (the “US BANK AAR”) among the Registrant, MSMCH, US Bank, the Trustee and the Master Servicer (collectively, the “US Bank Servicing Agreements”), (v) Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to a Master Seller’s Warranties and Servicing Agreement, dated as of April 1, 2006, as amended by the Assignment, Assumption and Recognition Agreement dated as of October 1 2007 (the “Wells Fargo AAR”) among the Registrant, MSMCH, Wells Fargo and the Trustee (collectively, the “Wells Fargo Servicing Agreements”), and (vi) American Home Mortgage Corp. (“American Home”) pursuant to a Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of June 1, 2006 (the “American Home Purchase Agreement). The remaining mortgage loans backing the Publicly-Offered Certificates were acquired by MSMCH via mortgage loan purchase agreements with originators from each of whom MSMCH purchased mortgage loans that constitute less than 10% of the MSM Mortgage Loans in any loan group (the “Underlying Purchase Agreements”, and together with the MSCC Purchase Agreements, the National City Servicing Agreements, the Fifth Third Servicing Agreements, the US Bank Servicing Agreements, the Wells Fargo Servicing Agreements and the American Home Purchase Agreement, the “Purchase and Servicing Agreements”).

Each of the Purchase Agreements contains representations and warranties made by the related seller (MSCC, National City, Fifth Third, US Bank, Wells Fargo, American Home or an originator whose loans constitute less than 10% of the MSM Mortgage Loans in any loan group) to MSMCH and to the Depositor with respect to the Mortgage Loans sold by such seller to MSMCH.

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

Certain of the mortgage loans for which the Depositor owns the servicing rights are serviced by either (i) GMAC Mortgage, LLC (“GMAC LLC”) pursuant to a First Amended and Restated Servicing Agreement, dated as of January 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (collectively, the “GMAC LLC Servicing Agreements”) or (ii) Saxon Mortgage Services, Inc. pursuant to a Servicing Agreement, dated as of July 1, 2007, as amended by an Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (collectively, the “Saxon Servicing Agreements”). The remaining loans are serviced by either (i) MSCC pursuant to an Amended and Restated Master Servicing Agreement, dated as of February 1, 2004, as amended by the

MSCC AAR (collectively, the “MSCC Servicing Agreements”), (ii) National City pursuant to the National City Servicing Agreements, (iii) Fifth Third pursuant to the Fifth Third Servicing Agreements, (iv) US Bank pursuant to the US Bank Servicing Agreements, (v) Wells Fargo pursuant to the Wells Fargo Servicing Agreements, (vi) IndyMac Bank pursuant to a Servicing Agreement, dated as of September 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (collectively, the “IndyMac Servicing Agreements”), (vii) GreenPoint Mortgage Funding, Inc. pursuant to a Fifth Amended and Restated Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (collectively, the “GreenPoint Servicing Agreements”), or (viii) Wachovia Mortgage Corporation pursuant to a First Amended and Restated Seller’s Purchase, Warranties and Servicing Agreement, dated as of June 1, 2006, as amended by an Assignment, Assumption and Recognition Agreement dated as of October 1, 2007 (collectively, the “Wachovia Servicing Agreements”), and together with the GMAC LLC Servicing Agreements, the Saxon Servicing Agreements, the MSCC Servicing Agreements, the National City Servicing Agreements, the Fifth Third Servicing Agreements, the US Bank Servicing Agreements, the Wells Fargo Servicing Agreements, the IndyMac Servicing Agreements, the GreenPoint Servicing Agreements and the Wachovia Servicing Agreements, collectively, the “Servicing Agreements”).

Certain of the terms and conditions of the Pooling and Servicing Agreement, the Underwriting Agreement, the Mortgage Loan Purchase Agreements and the Custodial Agreement have been described in a Prospectus Supplement filed on October 31, 2007 on behalf of the Registrant, which filing was made pursuant to Rule 424(b)(5) of 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 2007-14AR. 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 Custodial 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 2007-14AR.

SIGNATURES

Pursuant to the requirements 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.

Date: ~~November~~December 5 3, 2007

MORGAN STANLEY CAPITAL I INC. ~~By: /s/ Valerie Kay Name: Valerie Kay Title: Executive Director~~

5 By: /s/ Valerie Kay

Name: Valerie Kay

Title: Executive Director

Filing Compare · Morgan Stanley Mortgage Loan Trust 2007-14AR