MLCC MORTGAGE INVESTORS INC
8-K, 1996-11-18
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 (Date of Earliest event reported): November 8, 1996



                        MLCC Mortgage Investors, Inc.
                                                                       
- -----------------------------------------------------------------------
           (Exact name of registrant as specified in its character)



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


  33-84894                              59-3247986
                                                                      
- ----------------------------------------------------------------------
(Commission File Number)      (IRS Employer Identification No.)


          MLCC Mortgage Investors, Inc.
          4802 Deer Lake Drive East
          Jacksonville, FL   32246
          Attention: General Counsel

________________________________________________________________
            (Address of principal executive offices and zip code)


Registrant's telephone number, including area code: 904-928-6000


                                Not applicable
_________________________________________________________________
(Former name or former address, if changed since last report)

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

Filing of Computational Materials.
- ---------------------------------

     In  connection   with  the   offering  of   the  Mortgage   Pass-Through
Certificates,   Series  1996-2,   Merrill  Lynch   Pierce   Fenner  &   Smith
Incorporated,   as   underwriter   of    the   Investor   Certificates   (the
"Underwriter"),   has   prepared   certain  materials   (the   "Computational
Materials")  for  distribution to  its  potential investors.    Although MLCC
Mortgage  Investors, Inc. provided  the Underwriter with  certain information
regarding the characteristics of the mortgage loans in the related portfolio,
it did not participate in the preparation of the Computational Materials.

     For the  purposes of this  Form 8-K, Computational Materials  shall mean
computer generated tables and/or charts displaying, with respect to any Class
or  Classes of  Certificates,  any  of the  following:  yield; average  life;
duration;  expected maturity;  interest rate  sensitivity; loss  sensitivity;
cash  flow  characteristics; background  information  regarding the  mortgage
loans;  the  proposed  structure; decrement  tables;  or  similar information
(tabular  or   otherwise)  of   a  statistical,   mathematical,  tabular   or
computational nature.   The Computational  Materials are  attached hereto  as
Exhibit 99.


Item 7.   Financial Statements, Pro Forms Financial
          -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.  Computational Materials.

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.


                                   MLCC MORTGAGE INVESTORS, INC.



                                   By:  /s/ Laurel A. Davis
                                        ---------------------
                                        Laurel A. Davis
                                        Assistant Vice President
                                          & Assistant Secretary




Dated:    November 15, 1996



                                Exhibit Index
                                -------------


Exhibit                                                                Page
- -------                                                                ----

99. Computational Materials.                                             6




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