MERRILL LYNCH MORT INVEST INC MOR PAS THR CER SE 1998-C3
15-15D, 2000-01-24
ASSET-BACKED SECURITIES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 15


CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


                         Commission File Number 333-38073-06

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

                          World Financial Center North Tower
                          250 Vesey Street, 17th Floor
               New York, NY  10281-1315                   212/449-1000
     (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    Merrill Lynch Mortgage Investors, Inc.
               Mortgage Pass-Through Certificates, Series 1998-C3
            (Title of each class of securities covered by this Form)


                                      None
       (Titles of all other classes of securities for which a duty to file
                  reports under section 13(a) or 15(d) remains)

    Please  place  an X in  the  box(es)  to  designate,  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

  Rule 12g-4(a)(1)(i)                                 Rule 12h-3(b)(1)(i)     x
  Rule 12g-4(a)(1)(ii)                                Rule 12h-3(b)(1)(ii)
  Rule 12g-4(a)(2)(i)                                 Rule 12h-3(b)(2)(i)
  Rule 12g-4(a)(2)(ii)                                Rule 12h-3(b)(2)(ii)
                                                      Rule 15d-6              x

    Approximate  number of holders of record as of the  certification  or notice
date:  43

     Pursuant to the requirements of the Securities Exchange Act of 1934, Issuer
of  the  Merrill  Lynch  Mortgage   Investors,   Inc.,   Mortgage   Pass-Through
Certificates,  Series 1998-C3, has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.


Date:  January 24, 2000               By: /s/ Thomas J. Provenzano

                                         Thomas J. Provenzano
                                         Vice President
                                         CHASE MANHATTAN BANK, as Trustee






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