

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM 8-K

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


Date of report (Date of earliest event reported)   June 2028, 2005
                                                                                                  --------------------------------


                     Merrill Lynch Mortgage Investors, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                                  333-116820                            13-3416059
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(State or Other Jurisdiction                   (Commission                          (IRS Employer
      of Incorporation)                                    File Number)                     Identification No.)

 4 World Financial Center, 10th Floor
 250 Vesey Street   New York, New York                                                                   10080
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(Address of Principal Executive Offices)                                                   (Zip Code)


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

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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  ]     Written communications pursuant to Rule 425 under the Securities Act
              (17 CFR 230.425)

[ ]  ]     Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
             (17 CFR 240.14a-12)

[ ]  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
              Exchange Act (17 CFR 240.14d-2(b))

[ ]  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
              Exchange Act (17 CFR 240.13e-4(c))





Section 8.  Other Events.
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Item 8.01.     Other Events.
            -------------
         
Filing of Computational Materials
---------------------------------

     It is expected that during June 2005, a single series of certificates,
expected to be titled Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 (the "Certificates"), will
be issued pursuant to a pooling and servicing agreement (the "Pooling and
Servicing Agreement"), to be entered into by and among Merrill Lynch Mortgage
Investors, Inc. (the "Registrant"), Midland Loan Services, Inc., as master
servicer and as special servicer and Wells Fargo Bank, N.A., as trustee. It is
expected that certain classes of the Certificates (the "Underwritten
Certificates") will be registered under the Registrant's registration statement
on Form S-3 (no. 333-116820) and sold to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markets, Inc. and
Wachovia Capital Markets, LLC (collectively, the "Underwriters") pursuant to an
underwriting agreement between the Registrant and the Underwriters.

              In connection with the expected sale of the Underwritten Certificates,
the the
Registrant has been advised that one or more prospective investors have been
furnished with certain materials listed as Exhibit 99.1, 99.2 and 99.3 hereto,
that constitute 
"Computational Materials" (as defined in the no-action letter
 made available May 
20, 1994 issued by the Division of Corporation Finance of the
 Securities and 
Exchange Commission (the "Commission") to Kidder, Peabody
 Acceptance Corporation 
I, Kidder, Peabody & Co. Incorporated, and Kidder
 Structured Asset Corporation 
and the no-action letter made available May 27,
 1994 issued by the Division of 
Corporation Finance of the Commission to the
 Public Securities Association) 
and/or "ABS Term Sheets" (as defined in the
 no-action letter made available 
February 17, 1995 issued by the Division of
 Corporation Finance of the 
Commission to the Public Securities Association).

         The     For Computationalpurposes Materialsof and/orthis ABSForm Term8-K, Sheets"Computational attachedMaterials" heretoshall havemean
beencomputer preparedgenerated tables and/or providedcharts todisplaying, thewith Registrantrespect byto oneany Class or
Classes more of theCertificates, Underwriters.
Theany informationof inthe suchfollowing: Computationalyield; Materialsaverage and/orlife; ABS Term Sheets isduration;
preliminaryexpected andmaturity; willinterest berate supersededsensitivity; byloss thesensitivity; finalcash prospectus supplement relatingflow
tocharacteristics; thebackground Underwritten Certificates and by any other information subsequentlyregarding filed
with the Commission.Mortgage ToLoans; the
proposed extentstructure; anydecrement Computationaltables; Materials and/or ABSsimilar Term
Sheetsinformation previously(tabular filedor
otherwise) byof thea Registrantstatistical, withmathematical, respecttabular toor thecomputational Underwritten
Certificatesnature. are inconsistent with the The
Computational Materials, and/orlisted ABSas Term
SheetsExhibit attached99.1 hereto, suchare previously filed Computationalon MaterialsForm and/or ABSSE
Termdated SheetsJune are28, superseded by the Computational Materials and/or ABS Term Sheets
attached hereto2005.



Section 9.   Financial Statements and Exhibits.
---------------------------------------------

Item 9.01.   Financial Statements and Exhibits.
---------------------------------------------

(a) Financial statements of businesses acquired:
    --------------------------------------------
         
     Not applicable.

(b) Pro forma financial information:
    --------------------------------
         



     Not applicable.

(c)   Exhibits:
    ---------

Exhibit No.       Description
-----------    -----------

99.1                     Certain materials constituting ABSComputational TermMaterials Sheets prepared and
                             and disseminated in connection with the expected sale of the
                             Underwritten Certificates.*

99.2          Certain materials constituting ABS Term Sheets prepared and
              disseminated in connection with the expected sale of the
              Underwritten Certificates.

99.3          Certain


*    Filed materialson constitutingJune ABS28, Term2005, Sheetsunder preparedcover and
              disseminatedof inForm connectionSE withpursuant theto expectedand saleunder rule
     311(j) of the
              UnderwrittenRegulation CertificatesS-T.




                                    SIGNATURE

         
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  June 2228, 2005

                                  
                                 MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                  

                                 By:   /s/ David M. Rodgers
                                      -----------------------------------------
                                      Name:     David M. Rodgers
                                      Title:   Executive Vice President,
                                                                                           Chief Officer in Charge of
                                                                                           Commercial Mortgage Securitization



                                 





                                  EXHIBIT INDEX
                                  -------------

              The following exhibitsexhibit areis filed herewithon Form SE dated June 28, 2005:


Exhibit No.
-----------

99.1         Certain materials constituting ABSComputational Term SheetsMaterials
             prepared and disseminated in connection with
              the expected 
             sale of the Underwritten Certificates.*

99.2         Certain materials constituting ABS Term Sheets
             prepared





*    Filed andon disseminatedJune in28, connection2005, with
             theunder expectedcover sale of theForm UnderwrittenSE Certificates.

99.3         Certainpursuant materialsto constituting ABS Term Sheets
             prepared and disseminatedunder in connection withrule
             the     311(j) expected sale of theRegulation Underwritten CertificatesS-T.
Filing Compare · Merrill Lynch Mortgage Trust 2005-MCP1
