MERRILL LYNCH MORTGAGE INVESTORS INC
8-K, 1997-06-20
ASSET-BACKED SECURITIES
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<PAGE>

              SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549

                           FORM 8-K

                        CURRENT REPORT

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

Date of Report (Date of earliest event report): May 30, 1997

               Merrill Lynch Mortgage Investors, Inc.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                             Delaware
- ----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)

       333-7569                                          13-3416059
- ----------------------------------------------------------------------------
(Commission File Number)                   (IRS Employer Identification No.)

                      World Financial Headquarters
                         North Tower - 10th Fl.
                      New York, New York 10281-1310
- ----------------------------------------------------------------------------
(Address of principal executive offices and Zip code)

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

                              Not Applicable
- ----------------------------------------------------------------------------
(Former name or former address, if changed since last report)

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Item 5. Other Events
        ------------

Merrill Lynch Mortgage Investors, Inc. (the "Company") files herewith
a copy of the Servicer's annual Compliance Statements and related
auditors' reports pertaining to certificate Series 1996-1 and 1996-2
pursuant to the Company's 1996 10-K filing.

No other reportable transactions or matters have occurred from the date of
the 10-k filing to the report date.


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

        (a)    Not applicable.

        (b)    Not applicable.

        (c)    The following exhibits are filed as part of this report:

               99.1  Annual compliance letter and auditor's report for
                     certificate Series 1996-1

               99.2  Annual compliance letter and auditor's report for
                     certificate Series 1996-2


SIGNATURES
- -----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of Merrill
Lynch Mortgage Investors, Inc. by the undersigned hereunto duly authorized.


                Merrill Lynch Mortgage Investors, Inc.

                By:  /s/ Michael M. McGovern

                     Michael M. McGovern

                     Director and Secretary


Dated:  May 30, 1997

<PAGE>

INDEX TO EXHIBITS


  Exhibit   Description of Exhibits                                    Page

    99.1    Annual compliance letter and auditor's report for
              certificate Series 1996-1                                 5

    99.2    Annual compliance letter and auditor's report for
              certificate Series 1996-2                                 9

<PAGE>



                               Exhibit 99.1

  Annual compliance letter and auditor's report for certificate Series 1996-1


<PAGE>

                                                            P
                                                            W




            OCWEN FEDERAL BANK FSB

          REPORT ON PERFORMANCE OF UNIFORM
            SINGLE ATTESTATION PROGRAM
              FOR MORTGAGE BANKERS

               DECEMBER 31,1996


<PAGE>

                          One East Broward Boulevard   Telephone 305 463 6280
                          Suite 1700
                          Fort Lauderdale, FL 33301

                                                                 P
                                                                 W
       Price Waterhouse LLP


          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


March 28, 1997


To the Board of Directors of
Ocwen Federal Bank FSB

We have examined management's assertion about Ocwen Federal Bank FSB's (the
"Bank") compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's, Uniform Single Attestation Program
for Mortgage Bankers (USAP) as of and for the year ended December 31, 1996,
included in the accompanying management assertion (see Exhibit I).
Management is responsible for the Bank's compliance with those minimum
servicing standards.  Our responsibility is to express an opinion on
management's assertion about the entity's compliance based on our
examination.  Our examination was made in accordance with standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.  We believe that
our examination provides a reasonable basis for our opinion.  Our examination
does not provide a legal determination on the Bank's compliance with the
minimum servicing standards.  In our opinion, management's assertion that,
except for the instance of noncompliance described in management's assertion,
the Bank complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1996 is fairly stated, in all material
respects.  The instance of noncompliance which occurred during 1996 is more
fully discussed in management's assertion which is set forth in Exhibit I.


/s/ Price Waterhouse LLP


<PAGE>


                                   0 C W E N
                                                           Exhibit I


March 28, 1997


As of and for the year ended December 31, 1996, Ocwen Federal Bank FSB ("the
Bank") has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers ("USAP") except for the
following:

Custodial Bank Accounts

Standard: Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts.  These
reconciliations shall be prepared forty-five (45) days after the cutoff date
and shall evidence review and approval by someone other than the person who
prepared the reconciliation.

The Bank's custodial account reconciliations are not dated; therefore,
written evidence of reconciliation completion within forty-five (45) days of
the cutoff date could not be validated.  In addition, reconciliations are not
signed by the Investor Reporting Manager, therefore, the review and approval
of someone other than the person who prepared the reconciliations could not
be validated.  Procedures have been implemented by the Bank to ensure that
all future reconciliations are dated when completed and signed by the
Investor Reporting Manager.

As of and for the same period, the Company had in effect a fidelity bond and
an errors and omissions policy in the combined amount of $15,000,000.



/s/ William C Erbey
- -----------------------------------------------
William C Erbey, Chief Executive Officer

3/28/97
- ---------
Date


/s/ Christine A. Reich
- -----------------------------------------------
Christine A. Reich, Chief Financial Officer

3/28/97
- ---------
Date


/s/ David A.Holt
- -----------------------------------------------
David A.Holt, Vice President of Loan Servicing

3/28/97
- ---------
Date


- -----------------------------------------------------------------------------
OCWEN FINANCIAL CORPORATION                            OCWEN FEDERAL BANK FSB

<PAGE>



                               Exhibit 99.2

  Annual compliance letter and auditor's report for certificate Series 1996-2


<PAGE>
- ------------------------------------------------------------------------------
Beneficial
                                             Beneficial Management Corporation
                                             300 Beneficial Center
                                             Peapack, New Jersey 07977

                                             Direct Dial Number




                                   March 28, 1997


Mr. Denis Kelly
The Chase Manhattan Bank N.A.
450 West 33rd Street, 15th Floor
New York, NY 10001


Dear Mr. Kelly: -

    Enclosed are the following documents for the year ended 12/31/96 as
required by the indicated sections of the Pooling and Servicing Agreement
dated 09/01/96 covering the "Home Equity Loan Asset Backed Certificates"
Series 1996-2, dated 09/27/96:

       1.  Officer's Certificate as required by section 3.09.

       2.  Independent Auditors' Report required by Section 3.10.

       3.  Letter showing Information required by Section 5.02 pertaining to
           aggregate principal and interest distributions to
           certificateholders during the year ended December 31, 1996.


                                                 Yours truly,

                                                 /s/ Stephen E. Tomasula

                                                 Stephen E. Tomasula
                                                 Director - Financial Controls


SET:nas
Enclosures

<PAGE>

Deloitte &
 Touche LLP
- -----------                     ----------------------------------------------
                                Two Hilton Court     Telephone: (201) 631-7000
                                P.O. Box 319         Facsimile: (201) 631-7459
                                Parsippany, New Jersey 07054-00319



INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Beneficial Mortgage Corporation


We have examined the accompanying management's assertion about Beneficial
Mortgage Corporation's compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) as of and for the period ended
December 31, 1996, which is required by the Pooling and Servicing Agreement
dated as of September 1, 1996 between Beneficial Mortgage Corporation, as
depositor and master servicer, and The Chase Manhattan Bank (National
Association), as trustee, pursuant to which the Beneficial Home Equity Loan
Asset Backed Certificates, Series 1996-2 were issued.  Management is
responsible for Beneficial Mortgage Corporation's compliance with those
minimum servicing standards.  Our responsibility is to express an opinion on
management's assertion about the entity's compliance based upon our
examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about Beneficial Mortgage Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.  We believe that
our examination provides a reasonable basis for our opinion.  Our examination
does not provide a legal determination on Beneficial Mortgage Corporation's
compliance with the minimum servicing standards.

In our opinion, management's assertion that Beneficial Mortgage Corporation
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1996 is fairly stated, in all material respects.

This report is intended solely for the information and use of the Board of
Directors and the management of Beneficial Mortgage Corporation and The Chase
Manhattan -Bank (National Association) and should not be used for any other
purpose.


/S/ Deloitte & Touche LLP

March 20, 1997

<PAGE>


Beneficial                                      Beneficial Mortgage Corporation
                                                1440 North Harbor Boulevard
                                                Suite 100
                                                Fullerton, California 92835
                                                P.O. Box 4510
                                                Fullerton, California 92834
                                                714 870-8851
                                                714 879-3626 FAX



MANAGEMENT'S ASSERTION



Beneficial Mortgage Corporation, an indirect wholly-owned subsidiary of
Beneficial Corporation (the "Company"), has complied in all material respects
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers as of and for the period ended December 31, 1996, which is required by
the Pooling and Servicing Agreement dated as of September 1, 1996 between
Beneficial Mortgage Corporation, as depositor and master servicer, and The
Chase Manhattan Bank (National Association), as trustee, pursuant to which the
Beneficial Home Equity Loan Asset Backed Certificates, Series 1996-2 were
issued.  As of and for this same period, the Company had in effect a fidelity
bond and errors and omissions policy in the amount of $35,000,000.



/s/ Richard J. Zak
- ------------------------------
Richard J. Zak
Vice President
and Chief Accounting Officer


March 20, 1997


<PAGE>








                            OFFICER'S CERTIFICATE
                            ---------------------






This certificate pertains to the obligations of Beneficial Mortgage
Corporation (BMC), as Master Servicer, under the terms of the Pooling .and
Servicing Agreement (P&S Agreement) with Chase Manhattan Bank, N.A., dated
September 1, 1996 which covers the "Home Equity Loan Asset Backed Certificates"
Series 1996-2 dated September 27, 1996.

I certify that a review of the activities of BMC as Master Servicer during the
year ended December 31, 1996 and of its performance under the P&S Agreement
have been made under my supervision and to the best of my knowledge, based on
such review, BMC has fulfilled all of its material obligations under the P&S
Agreement for the year.


                                            /s/ Richard J. Zak

                                            Richard J. Zak
                                            Vice President -
                                              Principal Accounting Officer
                                            Beneficial Mortgage Corporation



March 28, 1997

<PAGE>

- ------------------------------------------------------------------------------
Beneficial
                                             Beneficial Management Corporation
                                             300 Beneficial Center
                                             Peapack, New Jersey 07977

                                             Direct Dial Number


                                   March 28, 1997



Dear Mr. Kelly:

    The following information is being supplied to you in regard to the "Home
Equity Loan Asset Backed Certificates" Series 1996-2, dated September 27,
1996.



      Aggregate Distributions to Certificateholders:

                                                     Year Ended 12/31/96
                                                     -------------------

      Principal Distributions:
           Class A                                     $ 43,685,623.72
           Class M                                            --
           Class B                                        7,067,080.45
                                                       ---------------
                                                       $ 50,752,704.17
                                                       ---------------
      Interest Distributions:
           Class A                                     $  9,078,268.84
           Class M                                          612,195.98
           Class B                                          520,998.06
                                                       ---------------
                                                       $ 10,211,462.88
                                                       ---------------

      Interest Distributions:
           Class A                                     $  9,078,268.84
           Class M                                          612,195.98
           Class B                                          520,998.06
                                                       ---------------
                                                       $ 10,211,462.88
                                                       ---------------

      Total Distributions:
           Class A                                     $ 52,763,892.56
           Class M                                          612,195.98
           Class B                                        7,588,078.51
                                                       ---------------
                                                       $ 60,964,167.05
                                                       ---------------


                                                Yours truly

                                                /s/ Stephen E. Tomasula
                                                Stephen E. Tomasula
                                                Director - Financial Controls


SET:nas





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