MERRILL LYNCH MOR INV GOLDEN NATL MOR LN AS BK CER 1998-GN2
10-K, 1999-03-30
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

[ X ]    Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 1998

[   ]    Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number  333-39127

                       MERRILL LYNCH MORTGAGE INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          33-3416059    
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

250 Vesey Street
World Financial Center, North Tower
New York, NY                                              10281
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code : (212) 449-1000


    Golden National Mortgage Loan Asset Backed Certificates, Series 1998-GN2
            (Title of each class of securities covered by this Form)


Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Documents incorporated by reference:  None


<PAGE>

GOLDEN NATIONAL MORTGAGE LOAN ASSET BACKED CERTIFICATES, 
   SERIES 1998-GN2
- -------------------------------------------------------

PART I

Item 1. Business

        Omitted

Item 2. Properties

        Omitted

Item 3.  Legal Proceedings

     The Registrant is not aware of any material legal  proceeding  with respect
to a Pool, the Trustee, the Servicer or Merrill Lynch Mortgage Investors,  Inc.,
with respect to a Pool, other than ordinary routine litigation incidental to the
duties of the  Trustee or  Servicer  under the  related  Pooling  and  Servicing
Agreement.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matter  was  submitted  to a vote or consent of holders of each Class of
Offered Certificates during the fiscal year covered by this report.



PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The Trust does not issue stock. There is currently no established secondary
market for the  Certificates.  As of December 31, 1998, the number of holders of
each Class of Offered Certificates was 5.

Item 6.  Selected Financial Data

         Omitted

Item 7.  Management's Discussion and Analysis of Financial condition and
         Results of Operations

         Omitted

Item 8.  Financial Statements and Supplementary Data

         Omitted

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

     There was no change of accountants or disagreement  with accountants on any
matter of accounting principles or practices or financial disclosure.


<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant

         Omitted

Item 11. Executive Compensation

         Omitted

Item 12. Security Ownership of Certain Beneficial Owners and Management

         Omitted

Item 13. Certain Relationships and Related Transactions

         No reportable transactions have occurred.



PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

    (1) Financial Statements:

         Omitted.

    (2)  Financial Statement Schedules:

         Omitted.

    (3)  Exhibits:

      Annual  Servicer  Statement of  Compliance,  filed as Exhibit 99.1 hereto.
      Annual Statement of  Independent  Accountants  Report for the Servicer,
           filed as Exhibit 99.2 hereto.

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were 
      filed by the Registrant during the last quarter of 1998.

      Current Reports on Form 8-K  dated October 26, 1998, November 25, 1998 
      and December 28, 1998,  were filed for the  purpose of filing the 
      Monthly Statement sent to the Holders of the Offered  Certificates  for
      payments made on the same dates.  The items reported  in such Current 
      Report were Item 5 (Other Events).

(c)   Exhibits to this report are listed in Item (14)(a)(3) above.


<PAGE>


SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) 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.


                                    THE CHASE MANHATTAN BANK, 
                                    not in its individual capacity but solely
                                    as Trustee under the Agreement referred 
                                    to herein

Date:  January 29, 1999         By:  /s/Thomas J. Provenzano
                                    -----------------------------
                                    Thomas J. Provenzano
                                    Vice President
 



<PAGE>


SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.

                                      -6-
<PAGE>


                                 EXHIBIT INDEX

Exhibit     Description 

 99.1       Servicer's Annual Statement of Compliance                          
 99.2       Annual Independent Public Accountant's Servicing Report 




<PAGE>


EXHIBIT 99.1 - Servicer's Annual Statement of Compliance
  To be supplied upon receipt by the Trustee




EXHIBIT 99.2 - Annual Independent Public Accountant's Servicing Report
  To be supplied upon receipt by the Trustee






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