MERRILL LYNCH MORTGAGE INVESTORS INC
8-K, 1997-12-23
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       TO A CONTINUING HARDSHIP EXEMPTION

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 22, 1997


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

    -----------------------------------------------------------------------

      (Exact name of registrant as specified in its governing instruments)


           Delaware                     333-1704                 13-3416059
- ----------------------------    -------------------------     ----------------
(State or other jurisdiction    (Commission File Numbers)     (I.R.S. Employer
      of Incorporation)                                      Identification No.)

                             World Financial Center
                                   North Tower
                            New York, New York 10281
                            ------------------------
                    (Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (212) 449-0336

                                                 

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Item 5.        Other Events
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               On or about December 23, 1997 the Registrant will cause the
issuance and sale of approximately $686,342,931 initial principal amount of
Mortgage Pass-Through Certificates, Series 1997-C2, Class A-1, Class A-2, Class
B, Class C, Class D, Class E, Class IO, Class F, Class G, Class H, Class J,
Class K, Class R-I, Class R-II and Class R-III (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement to be dated as of
December 1, 1997, among the Registrant, GE Capital Loan Services, Inc., as
master servicer, CRIIMI MAE Services Limited Partnership, as special servicer
and State Street Bank and Trust Company, as trustee.

               In connection with the sale of the Series 1997-C2, Class A-1,
Class A-2, Class B, Class C, Class D, Class E and Class IO Certificates
(collectively, the "Underwritten Certificates"), the Registrant has been advised
by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") that
the Underwriter has, following the effective date of Registration Statement No.
333-1704, furnished to prospective investors certain yield tables and other
computational materials (the "Computational Materials") with respect to the
Underwritten Certificates, which Computational Materials are being filed as an
exhibit to this report.

               The Computational Materials have been provided by the
Underwriter. The information in the Computational Materials is preliminary and
may be superseded by the Prospectus Supplement relating to the Underwritten
Certificates and by any other information subsequently filed with the Securities
and Exchange Commission.

               The Computational Materials were prepared by the Underwriter. The
Computational Materials may be based on assumptions that differ from the
assumptions set forth in the Prospectus Supplement. The Computational Materials
may not include, and do not purport to include, information based on assumptions
representing a complete set of possible scenarios. Accordingly, the
Computational Materials may not be relevant to or appropriate for all investors.

               In addition, the actual characteristics and performance of the
mortgage loans underlying the Underwritten Certificates (the "Mortgage Loans")
may differ from the assumptions used in the Computational Materials, which are
hypothetical in nature and which were provided only to give a general sense of
how the yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular class of Underwritten
Certificates might vary under varying prepayment and other scenarios. Any
difference between such assumptions and the actual characteristics and
performance of the Mortgage Loans will affect the actual yield, average life,
duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Underwritten Certificates.





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Item 7.        Financial Statements and Exhibits
               ---------------------------------

         (a)   Financial Statements.
               ---------------------

               Not applicable.

         (b)   Pro Forma Financial Information.
               --------------------------------

               Not applicable.

         (c)   Exhibits.
               ---------

                        Item 601(a) of Regulation
Exhibit Number          S-K Exhibit No.                 Description
- --------------          -------------------------       -----------

      1                           99                    Computational Materials




                                      -3-
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                                   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 hereunto duly authorized.



                                        MERRILL LYNCH MORTGAGE INVESTORS, INC.



                                        By:   /s/ Michael M. McGovern
                                              -----------------------
                                              Name:  Michael M. McGovern
                                              Title:    Secretary and Director

Dated:  December 22, 1997






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                                  EXHIBIT INDEX



                         Item 601(a) of
                         Regulation S-K
Exhibit Number           Exhibit No.             Description
- --------------           --------------          -----------

     1                         99                Computational       P
                                                 Materials






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