**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-K**








**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**





For
      the
      fiscal year ended December 31, 2006


or





**[  
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934**





For
      the
      transition period from ________to _______





Commission
      file number: 333-130545-02




OWNIT
      MORTGAGE LOAN TRUST, SERIES 2006-3


(Exact
      name of issuing entity as specified in its charter)




MERRILL
      LYNCH MORTGAGE INVESTORS, INC.


(Exact
      name of registrant/depositor as specified in its charter)




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


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





250
        Vesey
        Street, 4 World Financial Center 28th Floor, New York, New York
        10080
 (Address,
        including zip code, of registrant’s principal executive
        offices)




(212)
      449-0357


(Registrant's
      telephone number, including area code)


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 if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.





oYes
            
            x No





Indicate
      by check mark if the registrant is not required to file pursuant to Section
      13
      or Section 15(d) of the Act.





oYes
            
            xNo





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.





xYes
            
            oNo





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.





x





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
      one):




Large
                accelerated filero
            Accelerated
                filero
            Non-accelerated
                filerx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).   oYes     xNo




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




**DOCUMENTS
      INCORPORATED BY
      REFERENCE**




None.


**PART
        I**
  **Item
        1. Business.**
 Omitted.
 
 **Item
        1A. Risk Factors.**
 Omitted.
 
 **Item
        1B. Unresolved Staff Comments.**
 None.
  **Item
        2. Properties.**
 Omitted.
 
 **Item
        3. Legal Proceedings.**
 Omitted.
  **Item
        4. Submission of Matters to a Vote of Security Holders.**
 Omitted.
 
 
 **PART
        II**
 
 **Item
        5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
        Purchases of Equity Securities.**
 Omitted.
 
 **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.**
 Omitted.
 
 **Item
        8. Financial Statements and Supplementary Data.**
 Omitted.
 
 **Item
        9. Changes in and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 Omitted.
 
 **Item
        9A. Controls and Procedures.**
 Omitted.
 **Item
          9A(T). Controls and Procedures.**
 Omitted.
  **Item
        9B. Other Information.**
 None.
 
 **PART
        III**
 
 **Item
          10. Directors, Executive Officers and Corporate
          Governance.**
 Omitted.
 
 **Item
        11. Executive Compensation.**
 Omitted.
 
 **Item
        12. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
 Omitted.
  **Item
          13. Certain Relationships and Related Transactions, and Director Independences.**
 Omitted.
 
 **Item
        14. Principal Accounting Fees and Services.**
 Omitted.
 
 **Item
        1112(b) of Regulation AB. Significant Obligors Financial
        Information.**
 Not
        Applicable.
  **Item
        1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement Provider
        Financial Information.**
 Not
          Applicable.
  **Item
        1117 of Regulation AB. Legal Proceedings.**
 On
                December 28, 2006, Ownit Mortgage Solutions Inc. filed a Chapter
                11 petition in
                the U.S. Bankruptcy Court of San Fernando Valley, California. This
                will affect
                the ability of the issuing entity to enforce representations and
                warranties
                relating to the mortgage loans originated by such party.
  The
                registrant knows of no other material pending legal proceedings involving
                the
                Trust and all parties related to such Trust, other than routine litigation
                incidental to the duties of those respective parties.
  **Item
            1119 of Regulation AB. Affiliations and Certain Relationships and Related
            Transactions.**
 None,
        except as disclosed in the prospectus.
  **Item
        1122 of Regulation AB. Compliance with Applicable Servicing
        Criteria.**
 The
        assessment of compliance of Litton Loan Servicing LP ("Litton") has disclosed
        material noncompliance with criteria 1122(d)(2)(vii)(D) and 1122(d)(4)(ix).
        Certain investor bank account reconciliations included certain reconciling
        items
        that were not resolved within 90 calendar days of their original identification
        on eleven of sixty-three investor bank account reconciliations. The sum of
        the
        reconciling items for those eleven reconciliations was $216,950. Also, among
        a
        sample of sixty-five adjustable rate mortgages there were two instances where
        certain adjustable rate mortgages for which the interest rate reset in the
        servicing system did not agree to interest rates in the appropriate source
        index
        per the borrowers note documents. These were the result of incorrect information
        transferring from the prior servicer. Additionally, the same sixty-five
        mortgages included one instance where the adjustable rate mortgage payment
        change date in the servicing system did not match the loan
        documents.
  See
        Item 15, exhibits (33) and (34)
  **Item
        1123 of Regulation AB. Servicer Compliance Statement**
 See
        Item
        15, exhibit (35)
 
 **PART
        IV**
 
  **Item
        15. Exhibits, Financial Statement Schedules.**
 
 (a)
        The
        following is a list of documents filed as part of this Annual Report on Form
        10-K:
 (1)
        Not
        Applicable
 (2)
        Not
        Applicable
 (3) **Exhibit
                    Number**
                **Description**4.1
                Amended
                    Pooling and Servicing Agreement (filed as an exhibit to form
                    8-K filed
                    on 2006-5-1)10.1
                Mortgage
                    Loan Sale and Assignment Agreement (filed as an exhibit to form
                    8-K on
                    2006-5-1)31
                Sarbanes-Oxley
                    Certification33(a)
                Report
                    on assessment of compliance with servicing criteria for asset-backed
                    securities, Litton Loan Servicing LP, as Servicer33(b)
                Report
                    on assessment of compliance with servicing criteria for asset-backed
                    securities, LaSalle Bank National Association, as Trustee and
                    Custodian34(a)
                Attestation
                    report on assessment of compliance with servicing criteria for
                    asset-backed securities, Litton Loan Servicing LP, as
                    Servicer34(b)
                Attestation
                    report on assessment of compliance with servicing criteria for
                    asset-backed securities, LaSalle Bank National Association, as
                    Trustee and
                    Custodian35(a)
                Servicer
                    compliance statement, Litton Loan Servicing LP, as
                    Servicer35(b)
                Servicer
                    compliance statement,  LaSalle Bank National Association, as
                    Trustee






(b)
                  The exhibits required to be filed by Registrant pursuant to Item
                  601 of
                  Regulation S-K:See item 15(a)(3)


(c)
      Not
      Applicable








**SIGNATURES**


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
      has been signed below by the following persons on behalf of the registrant
      and
      in the capacities and on the dates indiciated.


Litton
                Loan Servicing LP, as ServicerMarch
                29, 2007
              /s/
                Elizabeth FolkBy: Elizabeth
                FolkTitle: Chief
                Financial Officer and Senior Vice President(Senior
                Officer in charge of the servicing function of the
                servicer)
  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.
  No
          annual
          report, proxy statement, form of proxy or other proxy soliciting material
          has
          been sent to certificateholders, and the registrant does not presently
          contemplate sending any such materials subsequent to the filing of this
          report.





**EXHIBIT
      INDEX** **Exhibit
                  Number**
              **Description**4.1
              Amended
                  Pooling and Servicing Agreement (Filed as as an exhibit to form
                  8-K filed
                  on 2006-5-1)10.1
              Mortgage
                  Loan Sale and Assignment Agreement (filed as an exhibit to form
                  8-K on
                  2006-05-1)31
              Sarbanes-Oxley
                  Certification33(a)
              Report
                  on assessment of compliance with servicing criteria for asset-backed
                  securities, Litton Loan Servicing LP, as Servicer33(b)
              Report
                  on assessment of compliance with servicing criteria for asset-backed
                  securities, LaSalle Bank National Association, as Trustee and
                  Custodian34(a)
              Attestation
                  report on assessment of compliance with servicing criteria for
                  asset-backed securities, Litton Loan Servicing LP, as
                  Servicer34(b)
              Attestation
                  report on assessment of compliance with servicing criteria for
                  asset-backed securities, LaSalle Bank National Association, as
                  Trustee and
                  Custodian35(a)
              Servicer
                  compliance statement, Litton Loan Servicing LP, as
                  Servicer35(b)
              Servicer
                  compliance statement,  LaSalle Bank National Association, as
                  Trustee