SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934   for  the   period  from   January 6 ,  1999
         (Commencement of Operations) to December 31, 1999

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number  333-39127-04

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

         Delaware                                          13-5674085
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

250 Vesey Street, World Financial Center,
North Tower, 17th Floor
New York, New York                                       10281-1315
(Address of principal executive offices)                (Zip Code)

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

               MERRILL LYNCH MORTGAGE INVESTORS, INC.
FIRST FRANKLIN MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1998-FF3
       (Title of each class of securities covered by this Form)

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 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/A or any  amendment to
this Form 10-K/A. [X]

Documents incorporated by reference:  None

                                   Page 1 of 5
             This report consists 9 of consecutively numbered pages.



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                        AMENDMENT NUMBER 1 of 1

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MERRILL LYNCH MORTGAGE INVESTORS, INC.
FIRST FRANKLIN MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1998-FF3
-----------------------------------------------------------------------

PART IV

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

(a) The following documents are filed as part of this report:

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Exhibits:

   Annual  Servicer  Statement of  Compliance,  filed as Exhibit 99.1 hereto.
   Annual Statement of  Independent  Accountants  Report for the Servicer,
           filed as Exhibit 99.2 hereto.

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
      filed by the Registrant during the last quarter of 1999.

      Current  Reports   on Form 8-K,   dated   October 20,  1999,  November 22,
     1999,  and  December  20,  1999,  were filed for the  purpose of filing the
     Monthly  Statement  sent to the  Holders of the  Offered  Certificates  for
     payments made on the same dates.  The items reported in such Current Report
     were Item 5 (Other Events).


(c)   Exhibits to this report are listed in Item (14)(a)(3) above.

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SIGNATURE

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.


                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely
                                    as Trustee under the Agreement referred
                                    to herein



Date:  May 18, 2000                 By:  /s/Thomas J. Provenzano
                                    -----------------------------
                                    Thomas J. Provenzano
                                    Vice President



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                                 EXHIBIT INDEX

Exhibit     Description                                             Page

 99.1       Servicer's Annual Statement of Compliance                 6
 99.2       Servicer's Annual Independent Accountants' Report         8



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                                EXHIBIT 99.1

                Servicer's Annual Statement of Compliance

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Litton Loan Servicing, LP                       Telephone:  713 960 9676
5373 West Alabama, Suite 600                          Fax:  713 966 8856
Houston, Texas 77056

March 20, 2000


Karen Dobres
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001-2697

Subject:First Franklin Mortgage Loan Asset Backed Certificates, Series 1998-FF3

To Whom It May Concern:

The  undersigned  officer of Litton Loan  Servicing LP (successor in interest to
Litton Loan Servicing,  Inc.) certifies that a review of the servicing  activity
for the year ended  December 31, 1999 has been  completed and that there were no
defaults or exceptions to the requirements of the subject  agreement between the
above-listed parties. Litton Loan Servicing LP hereby certifies that:

     1. All ad valorem taxes have been paid when due and without  penalty to the
Trust.

     2. All  assessments and ground rents of whatsoever kind or nature have been
paid so as to prevent their taking  priority to the purchase  money lien or lien
to which the trust is entitled.

     3. All casualty insurance has been paid without lapse in coverage and in an
amount sufficient to prevent the application of a co-insurance clause.

     4. In  compliance  with the  terms of the  agreement,  flood  insurance  as
required by the National Flood Insurance Act of 1994, P.L. 103-325 para. 511, if
any, has been maintained without lapse.

     5. Errors and  Omissions  Insurance is in forced in amounts  sufficient  to
meet the requirements of Federal  National  Mortgage  Association,  Federal Home
Loan Mortgage Corporation and the terms of the subject agreement.

     6. Litton Loan Servicing LP has timely filed the required IRS informational
returns including the forms 1098,  1099(A),  and those required by code sections
6050(h)(j)(p) for the year ended December 31, 1999.

     7. Litton Loan  Servicing LP has not committed any act or omitted to act in
any manner  that  would  cause the trust to lose the REMIC tax  treatment  or be
taxed on prohibited transaction.

     8. All other terms and requirements of the Servicing  Agreement between the
above parties  havebeen  complied with except as noted on the attachment to this
letter, if any.

Sincerely,

Litton Loan Servicing LP


/s/ Janice McClure
Janice McClure
Senior Vice President

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<PAGE>


                                EXHIBIT 99.2

                Servicer's Annual Independent Accountants' Report


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Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196


Telephone: (713) 982-2000
Facsimile: (713) 982-2001


INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Litton Loan Servicing L.P.:

We have examined  management's  assertion  about Litton Loan Servicing LP's (the
"Company")  compliance with the minimum  servicing  standards  identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers as of and for the year ended December 31,1999,  included in the
accompanying  management assertion.  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  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining, on a test basis, evidence about the Company's compliance with 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 of the Company's compliance with the 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, 1999 is fairly stated, in all material respects.



/s/  Deloitte & Touche LLP

February 28, 2000


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