Fitch Ratings Upgrades Morgan Stanley 1996-C1, Class E.

NEW YORK -- Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial mortgage pass-through certificates, series 1996-C1, as follows:

E[acute accent]--$18.7 million class E to 'A' from 'BBB+'.

E[acute accent]The following classes are affirmed:

E[acute accent]--$15.8 million class A 'AAA';

E[acute accent]--Interest-only class X 'AAA';

E[acute accent]--$20.4 million class B 'AAA';

E[acute accent]--$18.7 million class C 'AAA';

E[acute accent]--$17 million class D-1 'AAA';

E[acute accent]--$5.1 million class D-2 'AAA';

E[acute accent]--$13.6 million class F 'B'.

E[acute accent]Fitch does not rate the $3.5 million class G certificates.

E[acute accent]The upgrade reflects the increased credit enhancement levels resulting from loan payoffs and amortization and due to the reduced uncertainty related to the specially serviced loans. The transaction has paid down 15% since Fitch's June 23, 2004 review. As of the November 2004 distribution date, the pool's certificate balance has paid down 67% to $112.9 million from $340.5 million at issuance. E[acute accent]The master servicer, GMAC Commercial Mortgage Corp., provided year-end (YE) 2003 financials for 92% of the pool. The YE 2003 weighted average debt service coverage ratio increased to 1.69 times (x) from 1.55x at issuance. E[acute accent]Currently two loans (4.4%) are in special servicing. The larger loan (3%) is secured by a multifamily property in Kokomo, IN. The property is 70% occupied. The loan is 90 days delinquent and the special servicer is pursuing foreclosure; losses are likely. The second loan (1.4%) is secured by a multifamily property located in Oak Ridge, TN. The borrower has requested debt relief but the loan is still current.