MERRILL LYNCH MORTGAGE INVESTORS INC
15-15D, 1998-01-30
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   333-1704
                                                              ---------------

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

World Financial Center, North Tower, 250 Vesey Street, New York, NY 10281
- --------------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code, of 
                   registrant's principal executive offices)

See Exhibit A Attached hereto
- --------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)

- --------------------------------------------------------------------------------
 (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)   [ ]
            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: See Exhibit B Attached Hereto.
     -------------------------------

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

Date:  January 27, 1998             By: /s/ Michael M. McGovern, Secretary
     -------------------------          -----------------------------------
                                        Michael M. McGovern, Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the 
General Rules and Regulations under the Securities Exchange Act of 1934. The 
registrant shall file with the Commission three copies of Form 15, one of which 
shall be manually signed. It may be signed by an officer of the registrant, by 
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.





SEC 2069 (2-90)

<PAGE>
 
                                   Exhibit A
                                   ---------

Title of each class of securities covered by this form:

               Series                  Class
               ------                  -----
           Series 1997-C2             Class A1
           Series 1997-C2             Class A2
           Series 1997-C2             Class B
           Series 1997-C2             Class C
           Series 1997-C2             Class D
           Series 1997-C2             Class E
           Series 1997-C2             Class IO
          

       
<PAGE>
 
                                   Exhibit B

Approximate number of holders of record as of the certification or notice date
for each class of securities covered by this Form:

                                                            Number of 
               Series            Class         Cusip No.     Holders
           ---------------      --------       ---------    ---------
           Series 1997-C2       Class A1     589929NW4        7
           Series 1997-C2       Class A2     589929NX2       19
           Series 1997-C2       Class B      589929NY0        7
           Series 1997-C2       Class C      589929NZ7        6
           Series 1997-C2       Class D      589929PA0        3
           Series 1997-C2       Class E      589929PB8        2
           Series 1997-C2       Class IO     589929PC6        4

         




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