Fitch Rates Morgan Stanley Mortgage Loan Trust $1.1B Mtge P-T Ctfs, Series 2004-11AR.

NEW YORK -- Morgan Stanley Mortgage Loan Trust mortgage pass-through certificates, series 2004-11AR, are rated by Fitch Ratings as follows:

-- $1,078,669,100 classes 1-A-1, 1-A-2A, 1-A-2B, 1-X-1, 1-X-2, 1-X-B, 2-A, 3-A, 4-A, 5-A, and A-R 'AAA';

-- $21,149,000 classes 1-B-1 'AA';

-- $9,532,000 class 1-B-2 'A';

-- $5,957,000 class 1-B-3 'BBB'.

The privately offered classes 1-B-4, 1-B-5, and 1-B-6 certificates are not rated by Fitch.

The 'AAA' rating on the of group 1 senior certificates reflects the 8.25% subordination provided by the 3.55% class 1-B-1, the 1.60% class 1-B-2, the 1.00% class 1-B-3, the 0.90% privately offered class 1-B-4 (not rated by Fitch), the 0.70% privately offered class 1-B-5 (not rated by Fitch), and the 0.50% privately offered class 1-B-6 (not rated by Fitch) certificates.

The 'AAA' rating on the of group 2, 3, 4, and 5 senior certificates reflects the 6.75% subordination provided by the 3.00% class B-1 (not rated by Fitch), the 1.25% class B-2 (not rated by Fitch), the 0.80% class B-3 (not rated by Fitch), the 0.80% privately offered class B-4 (not rated by Fitch), the 0.55% privately offered class B-5 (not rated by Fitch), and the 0.35% privately offered class B-6 (not rated by Fitch) certificates.

Fitch believes the above credit enhancement will be adequate to support mortgagor defaults, as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures, and the master servicing capabilities of Wells Fargo Bank Minnesota, N.A., which is rated 'RMS1' by Fitch.

The trust will consist of five asset groups. The certificates whose class designation begins with 1 through 5 correspond to groups 1 through 5, respectively. Additionally, the class 1-X-1, 1-X-2, and 1-X-B certificates represent interests in loan group 1. The class A-R certificates represent interest in loan group 2.

The class B certificates designated 1-B-1 through 1-B-6 represent subordination for group 1. The class B certificates designated B-1 through B-6 represent subordination for groups 2, 3, 4, and 5. In certain limited circumstances, principal and interest collected from loans in loan groups 2, 3, 4, and 5 may be used to pay principal or interest, or both, to the senior certificates related to one or more of the other loan groups.

Group 1 consists of 1,928 conventional, fully amortizing 30-year short-term, 2/1, 3/1, and 5/1 hybrid adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties. Approximately 91.10% of the mortgage loans in the group have interest-only terms ranging from one year to 10 years, with principal and interest payments beginning thereafter and adjusting monthly, semi-annually, or annually based on the one-month LIBOR, six-month LIBOR, or one year-LIBOR rates plus a margin, respectively. The aggregate principal balance of this pool is $595,741,456. The average unpaid principal balance of the aggregate pool as of the cut-off date (Dec. 1, 2004) is $308,995. The weighted average original loan-to-value ratio (OLTV) is 74.79%. The weighted average credit score of the borrowers is 711. Approximately 66.74% of the pool was originated under a reduced (nonfull/alternative) documentation program. Rate/term and cash-out refinance loans account for 10.84% and 30.84% of the pool, respectively. Second home and investor-occupied properties constitute 5.85% and 14.30% of the loans, respectively. The weighted average mortgage interest rate is 5.002%, and the weighted average remaining term to maturity is 356 months. The states that represent the largest portion of the aggregate mortgage loans are California (47.75%), Florida (9.10%), Arizona (6.69%), and Georgia (5.05%). All other states represent less than 5% of the aggregate pool balance as of the cut-off date.

Groups 2, 3, 4, and 5, referred to as the aggregate loan group 2, consists of 2,138 conventional, fully amortizing 3/1, 5/1, 7/1, and 10/1 hybrid ARMs, respectively. The loans have an initial fixed interest rate period of three, five, seven, and 10 years.

Thereafter, the interest rate will adjust annually based upon six-month LIBOR, one-year LIBOR, or the weekly average yield on U.S. Treasury securities (one-year CMT) plus a gross margin.

Approximately 92.66%, 90.77%, 61.74%, and 85.99% of the mortgage loans in loan group 2, 3, 4, and 5, respectively, have interest only payments scheduled during the three-, five-, seven-, or 10-year fixed-rate periods, with principal and interest payments commencing after the first rate adjustment date. The aggregate principal balance of this aggregate pool is $570,592,166 and consists of conventional, fully amortizing, adjustable-rate mortgage loans secured by first liens on single-family residential properties, substantially all of which have original terms to maturity of 30 years. The average principal balance of the loans in this aggregate pool is approximately $266,881. The mortgage pool has a weighted average OLTV of 76.14%. The weighted average credit score of the borrowers is 712. Approximately 71.82% of the pool was originated under a reduced (nonfull/alternative) documentation program. Rate/term and cash-out refinance loans account for 11.63% and 22.05% of the pool, respectively. Second home and investor-occupied properties constitute 3.37% and 10.12% of the loans, respectively. The states with the largest concentration are California (46.71%) and Virginia (5.62%). All other states represent less than 5% of the pool as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' dated May 1, 2003, available on the Fitch Ratings web site at 'www.fitchratings.com'.

Morgan Stanley Mortgage Capital I Inc., a special purpose corporation, deposited the loans into the trust, which issued the certificates. Deutsche Bank National Trust Company will act as trustee. For federal income tax purposes, elections will be made to treat the trust fund as multiple real estate mortgage investment conduits (REMICs).