MERRILL LYNCH MORTGAGE INVESTORS INC
8-K, 1998-10-28
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: October 27, 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  10281
- --------------------------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


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







<PAGE>

                                      -2-

Item 5.  Other Events.

                  On October 29, 1998,  the  Registrant  will cause the issuance
         and sale of  approximately  $85,208,000  initial  principal  amount  of
         Golden  National  Mortgage  Loan  Asset  Backed  Certificates,   Series
         1998-GN3,  Class A, Class M-1,  Class M-2, Class B, Class C, Class R-I,
         Class R-II and Class R-III (the  "Certificates")  pursuant to a pooling
         and  servicing  agreement to be dated as of October 1, 1998,  among the
         Registrant,  Golden National  Mortgage Banking Corp., as Initial Master
         Servicer,  Litton Loan Servicing LP, as Subsequent Master Servicer, and
         The Chase Manhattan Bank, as Trustee.

                  In connection  with the sale of the Series  1998-GN3,  Class A
         Certificates  (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 12 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 

<PAGE>


                                      -3-

         which were  provided to certain  investors  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 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: October 28, 1998


<PAGE>






                                  EXHIBIT INDEX



                ITEM 601(A) OF          SEQUENTIALLY
                REGULATION S-K            NUMBERED
EXHIBIT NO.     EXHIBIT NO.             DESCRIPTION                  PAGE
- -----------     -----------          -----------------------    ---------------
   1             99                  Computational Materials     Filed Manually



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