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 fiscal year ended December 31, 2004

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      Commission File Number:  333-112231-25


        Merrill Lynch Mortgage Investors, Inc.
        Mortgage Loan Asset-Backed Certificates
        Series 2004-HE2

     (Exact name of registrant as specified in its charter)


   New York                                         54-2162609
  (State or other jurisdiction of                   54-6643819
  incorporation or organization)                    54-6643820
                                                    54-2162610
                                                    (I.R.S. Employer
                                                    Identification No.)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, Maryland                                21045
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  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.

        Yes  X       No ___


  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive 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.


  Indicate by check mark whether the registrant is an accelerated filer
  (as defined in Exchange Act Rule 12b-2).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

        Not applicable.


     Documents Incorporated by Reference

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.
  annual report to security holders for fiscal year ended December 24, 1980).

        Not applicable.


                                   PART I

  Item 1.  Business.

            Omitted.

  Item 2.  Properties.

            See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
            provided in lieu of information required by Item 102 of
            Regulation S-K.


  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trust created under the Pooling and Servicing
            Agreement (the Trust), the Trustee, the Servicer or the
            registrant with respect to the Trust other than routine
            litigation incidental to the duties of the respective parties.


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

            None.


                                PART II

  Item 5.  Market for registrant's Common Equity and Related Stockholder
           Matters and Issuer Purchases of Equity Securities.

            No established public trading market for the Certificates exists.

            Records provided to the Trust by the DTC and the Trustee
            indicate that as of December 31, 2004, the total number of holders
            of record for the Series of Certificates is 37.


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

            Not applicable.


  Item 8.  Financial Statements and Supplementary Data.

            See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
            provided in lieu of information required by Item 302 of
            Regulation S-K.


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

            None.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

            None.


                                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.

            Not applicable.

  Item 13. Certain Relationships and Related Transactions.

            Not applicable.


  Item 14. Principal Accounting Fees and Services.

            Not applicable.


                                PART IV

  Item 15. Exhibits, Financial Statement Schedules.

   (a) Exhibits

     (31.1) Rule 13a-14(a)/15d-14(a) Certification

     (99.1) Annual Independent Accountants' Servicing Reports concerning
            servicing activities.

      <TABLE>

      
         <c>
      a) Wilshire Credit Corp, as Servicer <F1>

      </TABLE>

     (99.2) Report of Management as to Compliance with Minimum Servicing
            Standards.

      <TABLE>

      
        <c>
      a) Wilshire Credit Corp, as Servicer <F1>

      </TABLE>

     (99.3) Annual Statements of Compliance under the Pooling and Servicing
            Agreements.

      <TABLE>

      
         <c>
      a) Wilshire Credit Corp, as Servicer <F1>

      </TABLE>


     (99.4) Aggregate Statement of Principal and Interest Distributions to
            Certificate Holders.


   (b) Not applicable.

   (c) Omitted.


  <F1> Filed herewith.


                                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.
    Mortgage Loan Asset-Backed Certificates
    Series 2004-HE2
    (Registrant)


  Signed: Wilshire Credit Corporation as Servicer

  By:  /s/ Jay Memmott

  By: Jay Memmott, President and CEO

  Dated:  March 30, 2005


  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
  SECURITIES PURSUANT TO SECTION 12 OF THE ACT.


  (a)(i) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(ii) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.



  Exhibit Index

  Exhibit No.

  Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification

  I, Jay Memmott, certify that:

  1. I have reviewed this annual report on Form 10-K, and all reports on
     Form 8-K containing distribution or servicing reports filed in
     respect of periods included in the year covered by this annual report
     of Merrill Lynch Mortgage Investors, Inc. Mortgage Loan
     Asset-Backed Certificates, Series 2004-HE2 Trust;

  2. Based on my knowledge, the information in these 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 this
     annual report;

  3. Based on my knowledge, the distribution or servicing information
     required to be provided to the Trustee by the Servicer under the
     Pooling and Servicing or similar, agreement, for inclusion in these
     reports is included in these reports;

  4. Based on my knowledge and upon the annual compliance statement
     included in the report and required to be delivered to the trustee in
     accordance with the terms of the pooling and servicing, or similar,
     agreement, and except as disclosed in the reports, the servicer has
     fulfilled its obligations under the servicing agreement; and

  5. The reports disclose all significant deficiencies relating to the
     servicer's compliance 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, or similar, agreement, that is included in
     these reports.

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties:
     Wells Fargo Bank, N.A. as Trustee.

     Date:  March 30, 2005

     /s/ Jay Memmott
     Signature

     President and CEO
     Title


  EX-99.1
(logo) Deloitte

Deloitte & Touche LLP
Suite 3900
111 SW Fifth Avenue
Portland, OR 97204-3642
USA

Tel: +1 503 222 1341
Fax: +1 503 224 2172
www.deloitte.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Wilshire Credit Corporation


We have examined management's assertion that Wilshire Credit Corporation, a
wholly owned subsidiary of Merrill Lynch Mortgage Capital Inc., a division of
Merrill Lynch & Co., New York, NY (the "Company") has complied as of and for
the year ended December 31, 2004, with its established minimum servicing
standards described in the accompanying Management's Assertion on Minimum
Servicing Standards dated February 28, 2005. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with its minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Company's compliance with its minimum
servicing standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2004 is fairly stated, in all material respects, based on the
criteria set forth in Appendix I.


/s/ Deloitte & Touche LLP

February 28, 2005



Member of
Deloitte Touche Tohmatsu


APPENDIX I

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS

Custodial Bank Accounts

  1. Reconciliations shall be prepared on a monthly basis for all custodial bank
     accounts and related bank clearing accounts. These reconciliations shall:

     * be mathematically accurate;

     * be prepared within forty-five (45) calendar days after the cutoff date;

     * be reviewed and approved by someone other than the person who prepared
       the reconciliation; and

     * document explanations for reconciling items. These reconciling items
       shall be resolved within ninety (90) calendar days of their original
       identification.

  2. Funds of the servicing entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

  3. Each custodial account shall be maintained at a federally insured
     depository institution in trust for the applicable investor.

  4. Escrow funds held in trust for a mortgagor shall be returned to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. Mortgage Payments

    1. Mortgage payments shall be deposited into the custodial bank accounts
       and related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. Disbursements

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar days
        prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late payment
        was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial bank
        statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. Investor Accounting and Reporting

    The servicing entity's investor reports shall agree with, or reconcile to,
    investors' records on a monthly basis as to the total unpaid principal
    balance and number of loans serviced by the servicing entity.

V. Mortgagor Loan Accounting

   1. The servicing entity's mortgage loan records shall agree with, or
      reconcile to, the records of mortgagors with respect to the unpaid
      principal balance on a monthly basis.

   2. Adjustments on ARM loans shall be computed based on the related mortgage
      note and any ARM rider.

   3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
      documents, on at least an annual basis.

   4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
      accordance with the applicable state laws.

VI. Delinquencies

    Records documenting collection efforts shall be maintained during the period
    a loan is in default and shall be updated at least monthly. Such records
    shall describe the entity's activities in monitoring delinquent loans
    including, for example, phone calls, letters and mortgage payment
    rescheduling plans in cases where the delinquency is deemed temporary (e.g.,
    illness or unemployment).

VII. Insurance Policies

     A fidelity bond and errors and omissions policy shall be in effect on the
     servicing entity throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





  EX-99.2
(logo) Wilshire



MANAGEMENT'S ASSERTION ON
MINIMUM SERVICING STANDARDS


As of and for the year ended December 31, 2004, Wilshire Credit Corporation
has complied, in all material respects, with Wilshire Credit Corporation's
established minimum servicing standards for residential mortgage loans as set
forth in Appendix I (the "Standards"). The Standards are based on the
Mortgage Banker's Association of America's Uniform Single Attestation Program
for Mortgage Bankers.

As of and for this same period, Wilshire Credit Corporation had in effect an
errors and omission policy in the amount of $5,000,000, from January 1, 2004
through April 30, 2004 and $25,000,000 from May 1, 2004 through December 31,
2004, and a fidelity bond in the amount of $20,000,000 from January 1, 2004
through April 30 2004 and fidelity bonds in the total amount of $265,000,000
from May 1, 2004 through December 31, 2004.


/s/ Jay Memmott
Jay Memmott, President and Chief Executive Officer
Wilshire Credit Corporation
February 28, 2005


/s/ Russell Campbell
Russell Campbell, Chief Financial Officer
Wilshire Credit Corporation
February 28, 2005


/s/ Ken Frye
Ken Frye, Senior Vice President
Wilshire Credit Corporation
February 28, 2005




APPENDIX I

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS

Custodial Bank Accounts

    1. Reconciliations shall be prepared on a monthly basis for all custodial
       bank accounts and related bank clearing accounts. These reconciliations
       shall:

       * be mathematically accurate;

       * be prepared within forty-five (45) calendar days after the cutoff date;

       * be reviewed and approved by someone other than the person who prepared
         the reconciliation; and

       * document explanations for reconciling items. These reconciling items
         shall be resolved within ninety (90) calendar days of their original
         identification.

    2. Funds of the servicing entity shall be advanced in cases where there is
       an overdraft in an investor's or a mortgagor's account.

    3. Each custodial account shall be maintained at a federally insured
       depository institution in trust for the applicable investor.

    4. Escrow funds held in trust for a mortgagor shall be returned to the
       mortgagor within thirty (30) calendar days of payoff of the mortgage
       loan.

II. Mortgage Payments

    1. Mortgage payments shall be deposited into the custodial bank accounts
       and related bank clearing accounts within two business days of receipt.

    2. Mortgage payments made in accordance with the mortgagor's loan documents
       shall be posted to the applicable mortgagor records within two business
       days of receipt.

    3. Mortgage payments shall be allocated to principal, interest, insurance,
       taxes or other escrow items in accordance with the mortgagor's loan
       documents.

    4. Mortgage payments identified as loan payoffs shall be allocated in
       accordance with the mortgagor's loan documents.

III. Disbursements

     1. Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

     2. Disbursements made on behalf of a mortgagor or investor shall be posted
        within two business days to the mortgagor's or investor's records
        maintained by the servicing entity.

     3. Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support has
        been received by the servicing entity at least thirty (30) calendar
        days prior to these dates.

     4. Any late payment penalties paid in conjunction with the payment of any
        tax bill or insurance premium notice shall be paid from the servicing
        entity's funds and not charged to the mortgagor, unless the late
        payment was due to the mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's investor reports shall
        agree with cancelled checks, or other form of payment, or custodial
        bank statements.

     6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV.  Investor Accounting and Reporting

     The servicing entity's investor reports shall agree with, or reconcile to,
     investors' records on a monthly basis as to the total unpaid principal
     balance and number of loans serviced by the servicing entity.

V.   Mortgagor Loan Accounting

     1. The servicing entity's mortgage loan records shall agree with, or
        reconcile to, the records of mortgagors with respect to the unpaid
        principal balance on a monthly basis.

     2. Adjustments on ARM loans shall be computed based on the related
        mortgage note and any ARM rider.

     3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
        loan documents, on at least an annual basis.

     4. Interest on escrow accounts shall be paid, or credited, to mortgagors
        in accordance with the applicable state laws.

VI.  Delinquencies

     Records documenting collection efforts shall be maintained during the
     period a loan is in default and shall be updated at least monthly. Such
     records shall describe the entity's activities in monitoring delinquent
     loans including, for example, phone calls, letters and mortgage payment
     rescheduling plans in cases where the delinquency is deemed temporary
     (e.g., illness or unemployment).

VII. Insurance Policies

     A fidelity bond and errors and omissions policy shall be in effect on the
     servicing entity throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





  EX-99.3
(logo) Wilshire

Wilshire Credit Corporation

Payments
P.O. Box 30040; Los Angeles, CA 90030-0040
or P.O. Box 650314; Dallas, TX 75265-0314


Correspondence
P.O. Box 8517; Portland, OR 97207-8517

Phone
(503) 952-7947
(888) 502-0100

Fax
(503) 952-7476

Web Site
www.wfsg.com

March 7, 2005


Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attn: Corporate Trust Services


Re: Officer's Certificate:


180 - Structured Asset Investment Loan Trust Series 2003-BC3 (Wells Fargo as
      Trustee)
185 - Morgan Stanley ABS Capital I Inc. Trust 2003-SD1. (Wells Fargo as Trustee)
188 - Structured Asset Investment Loan Trust Series 2003-BC4 (Wells Fargo as
      Trustee)
215 - Amortizing Residential Collateral Mortgage Trust 2000-BC1. (Wells Fargo as
      Master Servicer)
216 - Amortizing Residential Collateral Mortgage Trust 2000-BC3. (Wells Fargo as
      Master Servicer)
244 - DLJ ABS Trust Mortgage Pass-Through Certificates, Series 2000-3. (Wells
      Fargo as Trustee)
261 - Terwin Mortgage Trust TMTS Series 2003-5SL. (Wells Fargo as Master
      Servicer)
274 - Terwin Mortgage Trust, Series TMTS 2003-6HE. (Wells Fargo as Master
      Servicer)
329 - Merrill Lynch Mortgage Investors Trust, Series 2004-SL1. (Wells Fargo as
      Trustee)
349 - Merrill Lynch Mortgage Investors Trust, Series 2004-FM1. (Wells Fargo as
      Trustee)
358 - Merrill Lynch Mortgage Investors Trust, Series 2004-SL2, (Wells Fargo as
      Trustee)
360 - Merrill Lynch Mortgage Investors Trust, Series 2004-HE2. (Wells Fargo as
      Trustee)
366 - First Franklin mortgage Loan Trust, Series 2004-FFC. (Wells Fargo as
      Master Servicer)


Dear Master Servicer:

The undersigned Officer certifies the following for the 2004 fiscal year:

1. I have reviewed the activities and performance of the Servicer during the
   preceding fiscal year under the terms of the Servicing Agreement(s) and
   Pooling and Servicing Agreement(s) and to the best of my knowledge, the
   Servicer has fulfilled all of its duties, responsibilities or obligations
   under these Agreements throughout such year, or if there has been a default
   of failure of the Servicer to perform any of such duties, responsibilities
   or obligations; a description of each default or failure and the nature and
   status thereof has been reported to Wells Fargo Bank Minnesota, N.A.;

2. I have confirmed that the Servicer is currently an approved FNMA or FHLMC
   servicer in good standing;

3. I have confirmed that the Fidelity Bond; the Errors and Omissions insurance
   Policy and any other bonds required under the terms of the Servicing
   Agreement(s) and Pooling and Servicing Agreement(s) are in full force and
   effect;

4. All premiums for each hazard insurance policy; Flood insurance Policy (if
   applicable) and Primary Mortgage insurance policy (if applicable), with
   respect to each Mortgaged Property, have been paid and that all such
   insurance policies and if full force and effect;

5 All real estate taxes, government assessments and any other expenses accrued
  and due, that if not paid could result in a lien or encumbrance on any
  Mortgaged Property, have been paid, or if any such costs or expenses have not
  been paid with respect to any Mortgaged Property, the reason for the
  non-payment has been reported to Wells Fargo Bank Minnesota, N.A.;

6. All Custodial Accounts have been reconciled and are properly funded; and

7. All annual reports of Foreclosure and abandonment of Mortgage property
   required per section 6050H, 6050J, and 6050P of the internal revenue Code,
   respectively, have been prepared and filed.

Wilshire Credit Corporation

By: /s/ Heidi Peterson
Heidi Peterson
Vice President, Client Relations





  Ex-99.4

   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                              Interest             Principal               Losses             Ending Balance
   
                       <c>                    <c>                  <c>                 <c>
   A-1A                             862,050.00          9,282,261.42                 0.00             183,632,738.59
   A-1B                              58,732.72            614,727.58                 0.00              12,161,272.42
   A-2A                             457,932.42          9,897,084.18                 0.00             103,076,915.81
   A-2B                             311,127.92                  0.00                 0.00              69,225,000.00
   A-2C                             114,327.73                  0.00                 0.00              23,492,000.00
   B-1                               58,273.16                  0.00                 0.00               7,665,000.00
   B-2                               70,398.77                  0.00                 0.00               7,665,000.00
   B-3                               52,638.68                  0.00                 0.00               5,110,000.00
   B-4                               55,016.25                  0.00                 0.00               5,110,000.00
   C                              3,050,173.92              4,005.71                 0.00               8,943,098.58
   M-1                              188,737.05                  0.00                 0.00              35,772,000.00
   M-2                              138,838.35                  0.00                 0.00              21,718,000.00
   M-3                               51,853.73                  0.00                 0.00               7,665,000.00
   P                                220,075.37                  0.00                 0.00             491,236,025.39
   R                                      0.22                100.00                 0.00                       0.00
   </TABLE>