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  December 22, 1998   (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  333-38073-06

                  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.)

World Financial Center North Tower
250 Vesey Street, 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.
         MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C3
     (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 or any amendment to this
Form 10-K. [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.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C3
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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 15, 1999,  November 17, 1999,
     and  December  16,  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 item  reported in such  Current  Report was 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:  November 21, 2000          By: /s/ Mary Boyle
                                    -----------------------------
                                    Mary Boyle
                                    Assistant Vice President



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                                 EXHIBIT INDEX

Exhibit     Description

 99.1       Servicer's Annual Statement of Compliance
 99.2       Servicer's Annual Independent Accountant's Report



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EXHIBIT 99.1 - Servicer's Annual Statement of Compliance


GE Capital Loan Services, Inc.
P.O. Box 671588, Houston, TX 77267
363 North Sam Houston Parkway East, Suite 1200
Houston, TX 77060
281 405-7000

March 28, 2000
Via Federal Express

The Chase Manhattan Bank, as Trustee
450 West 33rd Street, 8th Floor
New York, New York 1000l
Attention: Structured Finance Services-CMBS

GE Capital Realty Group, Inc., as Special Servicer
16479 Dallas Parkway, Suite 400
Addison, Texas 75001
Attention: Legal Dept.
Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, Series 1998-C3

Moody's Investors Service, Inc., as Rating Agency
99 Church Street
New York, New York 10007
Attention: CMBS Monitoring


GECC, as Controlling Class Representative
125 Park Ave. 10th Floor
New York, New York 10017
Attention: Dan Vinson

Standard & Poor's Ratings Group, as Rating Agency
25 Broadway
New York, New York 10004
Attention: Real Estate Ratings Group,Surveillance Manager

Merrill Lynch, as Underwriter
World Financial Center, North Tower 26th Floor
250 Vesey Street
New York, New York 10281
Attention: Barry Blattman


Re:  Annual Statement as to Compliance
     Merrill Lynch Mortgage Pass-Through Certificates, Series 1998-C3

In  accordance  with Section 3.13 of the Pooling and  Servicing  Agreement  (the
"Agreement")  dated as of December 1, 1998,  entered into in connection with the
above-referenced  Certificates,  the  undersigned  officer  of GE  Capital  Loan
Services, Inc. (the "Master Servicer") hereby certifies that (i) a review of the
activities  of the Master  Servicer for the period of time from December 1, 1998
through  December 31, 1999 and of its  performance  under the Agreement has been
made  under  such  officer's  supervision,  (ii) to the  best of such  officer's
knowledge,  based on such  review,  the Master  Servicer has  fulfilled  all its
obligations under the Agreement in all material respects throughout such period,
and (iii) the Master Servicer has received no notice regarding qualification, or
challenge  to the  status of any  portion  of the Trust Fund as a REMIC from the
Internal Revenue Service or any other governmental agency or body.


/s/ Pat McEntee
Pat McEntee, Vice President, on behalf of GE Capital Loan
Services, in its capacity as Servicer


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EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report


Arthur Andersen LLP
711 Louisiana Street, Suite 1300
Houston, Texas  77002

To GE Capital Loan Services, Inc.

We have  examined  management's  accompanying  assertion  about GE Capital  Loan
Services,  Inc.'s  (GECLS)  compliance  with  the  minimum  servicing  standards
identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single
Attestation  Program for  Mortgage  Bankers  (USAP) as of and for the year ended
December 31, 1999, in relation to its servicing of  multifamily  and  commercial
mortgage  loans and that  GECLS had in effect a  fidelity  bond and  errors  and
omissions  policy in the amount of  $550,000,000  as of December 31,  1999.  Our
examination included all third-party loan portfolios.  Management is responsible
for GECLS'  compliance  with those  servicing  standards  and for  maintaining a
fidelity bond and errors and omissions policy.  Our responsibility is to express
an opinion on management's assertion 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 GECLS'  compliance with the 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 GECLS' compliance with the minimum servicing standards.

In our opinion,  management's  accompanying assertion that GECLS complied in all
material respects with the aforementioned minimum servicing standards and had in
effect a  fidelity  bond and  errors  and  omissions  policy  in the  amount  of
$550,000,000  as of  December  31,  1999,  is  fairly  stated,  in all  material
respects.


/s/  Arthur Andersen LLP

Houston, Texas
January 14, 2000


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GE Capital Loan Services, Inc.
P.O. Box 671588, Houston, TX 77267
363 North Sam Houston Parkway East, Suite 1200
Houston, TX 77060
281 405-7000


January 14, 2000

Arthur Andersen LLP
711 Louisiana Street
Suite 1300
Houston, Texas  77002

As of and for the year ended December 31, 1999, GE Capital Loan Serivces, Inc.'s
("GECLS")  servicing of multi-family and commerical  mortgage loans has complied
in all material respects with the minimum  servicing  standards set forth in the
Mortgage Bankers  Associaation of America's Uniform Single  Attestation  Program
for Mortgage  Bankers.  GECLS'  Fidelity Bond and Errors and Omissions  policies
provide coverage of up to $550,000,000 as of December 31, 1999. For other errors
and omission liabilities GECLS is self-insured for risks of errors and omissions
in the performance of its commercial mortgage loan servicing business by General
Electric Capital Corporation, its corporate parent.

/s/  Joseph F. Beggins
President and Chief Executive Officer

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