UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-K

(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the year ended                              December 26, 1997
                                               ------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________

Commission File Numbers:   333-7569, 333-1704


                 MERRILL LYNCH MORTGAGE INVESTORS, INC.
     ------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

         Delaware                                  13-3416059
- ---------------------------------             -------------------
(State  or other jurisdiction                   (IRS  Employer
of incorporation or organization              Identification No.)

World Financial Center
North Tower
250 Vesey Street - 23rd Flr
New York, New York                                     10281-1323
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:(212) 449-0336

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

      Indicate by check mark whether the Registrant (1) has filed
all  reports required  to be filed by Section 13 or 15(d)  of the
Securities  Exchange Act of 1934  during the preceding  12 months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has  been subject  to  such filing
requirements for the past 90 days:  [x] Yes   [ ] No.

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definite  proxy  or  information  statements incorporated  by
reference in Part III of this Form 10-K  or any amendment to this
Form 10-K.
                        [Not Applicable]

None of the Registrant's outstanding common stock is owned by non-
affiliates.

This  report  on Form  10-K is filed pursuant to the letters dated
July 9, 1987,  May 14, 1993,  and July 31, 1994  to the Registrant
from  the Office of Chief  Counsel, Division of Corporate Finance,
Securities and Exchange Commission.

<PAGE>

                        TABLE OF CONTENTS

PART I

   Item 1.  Business

   Item 2.  Properties

   Item 3.  Legal Proceedings

   Item 4.  Submission of Matters to a Vote of Security
            Holders

PART II

   Item 5.  Market for Registrant's Common Stock
            and Related Stockholder Matters

   Item 6.  Selected Financial Data

   Item 7.  Management's Discussion and Analysis
            of Financial Condition and Results of Operations

   Item 8.  Financial Statements and Supplementary Data

   Item 9.  Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure

PART III

   Item 10. Directors and Executive Officers of the
            Registrant

   Item 11. Executive Compensation

   Item 12. Security Ownership of Certain Beneficial
            Owners and Management

   Item 13. Certain Relationships and Related Transactions

PART IV

   Item 14  Exhibits, Financial Statement Schedules,
            and Reports on Form 8-K

Signatures

<PAGE>

PART I

ITEM 1.    BUSINESS

           Not Applicable.

ITEM 2.    PROPERTIES

           Commercial Mortgage Pass-Through Certificates:

           The series of commercial mortgage pass-through
           certificates (as hereinafter defined in Item 5(b)),
           do not own any physical property.  Title to real
           estate will only be acquired upon default of the
           mortgagors under the mortgage loans.


ITEM 3.    LEGAL PROCEEDINGS

           There are no material pending legal proceedings
           that involve any Series of Certificates, the Trustee,
           the Master Servicer or the Registrant with respect to
           any Series of Certificates nor is the Registrant
           aware of any proceedings known to be contemplated by
           governmental authorities.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           There have been no matters submitted to a vote of
           certificate holders.


PART II

ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

           (a)  There is no established public trading market for
                the Certificates representing interests in
                conventional mortgage loans, commercial mortgage
                loans, or manufactured housing contract pools
                established by the Registrant.

<PAGE>

           (b)  At December 26, 1997, the number of holders of
                record for certificates issued during 1997 was
                as follows:

<TABLE>

<CAPTION>
                                                        Number of
                                                      Record Holders
                                                      --------------

              Commercial Pass-Through Certificates
              ------------------------------------
              <S>                                          <C>
              Mortgage Pass-Through Certificates,
                Series 1997-C1                              108
              Mortgage Pass-Through Certificates,
                Series 1997-C2                               48
</TABLE>

           (c) Not Applicable.

ITEM 6.    SELECTED FINANCIAL DATA

           Not Applicable.

ITEM 7.    MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

           Not Applicable

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Not Applicable

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

           None

<PAGE>

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           Not Applicable

ITEM 11.   EXECUTIVE COMPENSATION

           Not Applicable


ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT (for each Series issued during 1997)

<TABLE>

<CAPTION>
                                        Original Face
                                          Amount of       % of
                                        Certificates   Certificates
                                        -------------  ------------
           (in $ thousands)

<CAPTION>


           MORTGAGE PASS-THROUGH CERTIFICATES,
           SERIES 1997-C1 (ALL C/O DTC)
           ------------------------------------------
           <S>                                    <C>           <C>
           CitiBank                               272,510        14%
           Bank of New York                       223,198        12%
           Chase Manhatten/Chemical Bank          219,175        11%
           Merrill Lynch Pierce,Fenner&Smith      193,500        10%
           Bear Stearns                           192,790        10%
           Bankers Trust                          138,685         7%
           CS First Boston                        128,527         7%
           Deutsche Morgan Grenfell,Inc.          128,527         7%

<CAPTION>


           MORTGAGE PASS-THROUGH CERTIFICATES,
           SERIES 1997-C2 (ALL C/O DTC)
           ------------------------------------------
           <S>                                     <C>           <C>
           Merrill Lynch Pierce,Fenner&Smith      391,363        30%
           Chase Manhattan/Chemical Bank          317,277        24%
           Salomon Brothers                       178,825        14%
           Bank of New York                       126,055        10%
           SSB - Custodian                        101,765         8%
           Bankers Trust                           81,022         7%


</TABLE>

<PAGE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           (a) Not Applicable

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
           REPORTS ON FORM 8-K

           (a) Mortgage Pass-Through Certificates C-1 and C-2
               Annual Statement of Compliance ("the Certification"):
               Auditors' Report and Management Assertion are
               presented in Exhibit 99.

           (b) Reports on Form 8-K have been filed through
               December 1997.  Form 15 for each Series of
               Certificates was filed in January 1998.

           (c) Not Applicable

           (d) Not Applicable

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

       MERRILL LYNCH MORTGAGE INVESTORS, INC.


       By:               /s/ Jeffrey W. Kronthal
       Name:             Jeffrey W. Kronthal
       Title:            Chairman of the Board
       Dated:            March 26, 1998


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



       By:               /s/ Thomas Layton
       Name              Thomas Layton
       Title:            Treasurer
       Dated:            March 26, 1998


       By:               /s/ Michael M. McGovern
       Name:             Michael M. McGovern
       Title:            Secretary and Director
       Dated:            March 26, 1998

<PAGE>

EXHIBIT INDEX

EXHIBIT 27     FINANCIAL DATA SCHEDULE
EXHIBIT 99.1   ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.2   AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.3   MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.4   ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-2
EXHIBIT 99.5   AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-2
EXHIBIT 99.6   MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-2