**SARBANES-OXLEY
      CERTIFICATION**


**BY
      THE DEPOSITOR**




Re:  Merrill
      Lynch Mortgage Trust 2005-CIP1 (the "Trust"), Commercial Mortgage


Pass-Through
      Certificates, Series
      2005-CIP1





I,
      David
      M. Rodgers, Executive Vice President and Chief Officer in Charge of
      Commercial Mortgage Securitiztion of Merrill Lynch Mortgage Investors,
      Inc., the depositor (the "Depositor") into the above-referenced Trust, certify
      that (capitalized terms used herein but not defined shall have the meanings
      assigned to such terms in the Pooling and Servicing Agreement):





1.  I
      have
      reviewed the annual report on Form 10-K for the fiscal year 2005 (the "Annual
      Report"), and all reports on Form 8-K containing distribution or servicing
      reports under the pooling and servicing agreement dated as of August 1, 2005
      and
      related to the captioned commercial mortgage pass-through certificates (the
      "Pooling and Servicing Agreement") filed in respect of periods included in
      the
      year covered by the Annual Report (collectively with the Annual Report, the
      "Reports"), of the Trust;





2.  Based
      on
      my knowledge, the information in the Reports, taken as a whole, does not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by the Annual Report;





3.  Based
      on
      my knowledge, the distribution or servicing information required to be provided
      to the Trustee by the master servicers and the special servicers under the
      Pooling and Servicing Agreement for inclusion in these reports is included
      in
      the Reports;





4.  Based
      on
      my knowledge and upon the annual compliance statement included in the Annual
      Report and required to be delivered to the Trustee in accordance with the terms
      of the Pooling and Servicing Agreement, and except as disclosed in the Reports,
      the master servicers and the special servicers have fulfilled their
      obligations under the Pooling and Servicing Agreement; and





5.  The
      Reports disclose all significant deficiencies relating to the compliance of
      the
      master servicers and the special servicers with the minimum servicing
      standards based upon the report provided by an independent public accountant,
      after conducting a review in compliance with the Uniform Single Attestation
      Program for Mortgage Bankers or similar procedure, as set forth in the Pooling
      and Servicing Agreement, that is included in the Reports.




In
      giving
      the certifications set forth above, I have reasonably relied on information
      provided to me by the following unaffiliated parties: Midland Loan Services,
      Inc., as Master Servicer, LNR Partners, Inc., as Special Servicer, LaSalle
      Bank
      National Association, as Trustee, Midland Loan Services, Inc., as MLMT
      Series 2005-MCP1 Master Servicer and as MLMT Series 2005-MCP1 Special Servicer
      for the Westchester Trust Mortgage Loan.





Date: 
      March 29, 2006




Merrill
      Lynch Mortgage Investors, Inc.




/s/
      David M. Rodgers


Name: David
      M. Rodgers


Title:  
      Exceutive Vice President


Chief
      Executive Officer in Charge of


Commercial
      Mortage Securitization