MERRILL LYNCH MORTGAGE INVESTORS INC
8-K, 1998-07-29
ASSET-BACKED SECURITIES
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                       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: July 29, 1998
(Date of earliest event reported)



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


Delaware                           333-39127                33-3416059
- --------                           ---------                ----------
(State or Other Juris-            (Commission            (I.R.S. Employer
diction of Incorporation)         File Number)           Identification No.)


   250 Vesey Street, World Financial Center, North Tower, New York, New York
   -------------------------------------------------------------------------
               (Address of Principal Executive Office)

                                     10281
                                     -----
                                   (Zip Code)

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







<PAGE>


                                       -2-

Item 5.  OTHER EVENTS.

                  On July 30, 1998, the Registrant will cause the issuance and
         sale of approximately $130,580,000 initial principal amount of Golden
         National Mortgage Loan Asset Backed Certificates, Series 1998-GN2,
         Class A, Class R, Class M-1, Class M-2, Class B and Class R (the
         "Certificates") pursuant to a Pooling and Servicing Agreement to be
         dated as of July 1, 1998, among the Registrant, Golden National
         Mortgage Banking Corp., as Master Servicer, and The Chase Manhattan
         Bank, as Trustee.

                  In connection with the sale of the Series 1998-GN2, Class A,
         Class M-1, Class M-2 and Class B (the "Underwritten Certificates"), to
         Merrill Lynch Mortgage Investors, Inc. (the "Underwriter") the
         Registrant has been advised by the Underwriter that the Underwriter has
         furnished to prospective investors certain yield tables and other
         computational materials (the "Computational Materials") with respect to
         the Underwritten Certificates following the effective date of
         Registration Statement No.333-39127, which Computational Materials are
         being filed manually as exhibits 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 Certificates and by any other information subsequently filed
         with the Securities and Exchange Commission.

                  The Computational Materials consist of the first 13 pages (the
         "Computational Materials") that appear after the Form SE cover sheet
         and the page headed "NOTICE". THE UNDERWRITER HAS ADVISED THE
         REGISTRANT THAT CERTAIN INFORMATION IN THE COMPUTATIONAL MATERIALS MAY
         HAVE BEEN BASED ON ASSUMPTIONS THAT DIFFERED FROM THE FINAL POOL
         INFORMATION.

                  The Computational Materials were prepared by the Underwriter
         at the request of certain prospective investors, based on assumptions
         provided by, and satisfying the special requirements of, such
         prospective investors. 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
         investors other than those specifically requesting them.

                  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 to
         certain investors only to give a general sense of how the yield,


<PAGE>


                                       -3-

         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 a particular class of Underwritten
         Certificates.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      FINANCIAL STATEMENTS.

                  Not applicable.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)      EXHIBITS



                                 ITEM 601(A) OF
                                 REGULATION S-K
EXHIBIT NO.                      EXHIBIT NO.            DESCRIPTION
- -----------                      -----------            -----------
    1                                99                 Computational Materials




<PAGE>



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                            MERRILL LYNCH MORTGAGE
                                            INVESTORS, INC.


                                            By: /s/ Peter Cerwin
                                                --------------------------------
                                            Name:   Peter Cerwin
                                            Title:  Authorized Signatory




Dated: July 29, 1998


<PAGE>


                                  EXHIBIT INDEX


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

           1            99            Computational Materials  Filed Manually



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