~~================================================================================~~ UNITED ~~STATES~~ 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 12, 2008 ------------- Merrill Lynch Mortgage Trust 2008-C1 ------------------------------------ (Exact Name of the Issuing Entity) Merrill Lynch Mortgage Investors Inc. ------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Bank of America, National Association, Dexia Real Estate Capital Markets, Merrill Lynch Mortgage Lending, Inc., PNC Bank, National Association, General Electric Capital Corporation and Capmark Finance, Inc. ------------------------------------------------------------------------- (Exact Name of Sponsor as Specified in Its Charter) Delaware 333-142235-06 13-3416059 ------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation of Registrant) File Number) Identification No. of Registrant) 4 World Financial Center, 16th Floor 250 Vesey Street, New York, New York 10080 -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 449-1000 -------------- N/A ------------------------------------------------------------- (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 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)) ================================================================================ STATES

SECURITIES ~~Section~~AND 9EXCHANGE - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Listed below are the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report: (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell Company Transactions: Not applicable. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement dated as of May 21, 2008, among Merrill Lynch Mortgage Investors, Inc. as depositor, and, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC as underwriters. 4.1 Pooling and Servicing Agreement dated as of June 1, 2008, among Merrill Lynch Mortgage Investors, Inc. as depositor, Bank of America, National Association as master servicer no. 1, Midland Loan Services, Inc. as master servicer no. 2, Wachovia Bank, National Association as master servicer no. 3, Midland Loan Services, Inc. as special servicer, U.S. Bank National Association as trustee, and LaSalle Bank National Association as certificate administrator and custodian. 4.2 Pooling and Servicing Agreement dated as of August 1, 2007, among Merrill Lynch Mortgage Investors, Inc. as depositor, KeyCorp Real Estate Capital Markets, Inc. as master servicer no. 1, Wells Fargo Bank, National Association as master servicer no. 2, Midland Loan Services, Inc. as special servicer, and LaSalle Bank National Association as trustee and custodian.(1) ---------- (1) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 333-142235-04) filed with the Commission on September 10, 2007. 2 COMMISSION

~~4.3 Pooling and Servicing Agreement dated as of November 1~~Washington, ~~2007, among Banc of America Commercial Mortgage Inc~~D. ~~as depositor, Bank of America, National Association as master servicer, Midland Loan Services, Inc~~C. ~~as special servicer and Wells Fargo Bank, N.A. as~~ trustee and REMIC administrator.(2) 4.4 Pooling and Servicing Agreement dated as of February 1, 2008, among Morgan Stanley Capital I Inc. as depositor, Wells Fargo Bank, National Association as master servicer, Centerline Servicing Inc. as special servicer and LaSalle Bank National Association as trustee and custodian and Wells Fargo Bank, National Association as paying agent, certificate administrator and authenticating agent.(3) 5.1 Opinion of Thacher Proffitt & Wood LLP with respect to legality. 8.1 Opinion of Thacher Proffitt & Wood LLP with respect to certain tax matters (included as part of Exhibit 5.1). 23.1 Consent of Thacher Proffitt & Wood LLP (included as part of Exhibit 5.1). 99.1 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Merrill Lynch Mortgage Lending, Inc. as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.2 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Bank of America, National Association as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.3 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Dexia Real Estate Capital Markets as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.4 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between PNC Bank, National Association as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.5 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between General Electric Capital Corporation as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.6 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Capmark Finance Inc. as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. ---------- (2) Incorporated by reference to Exhibit 4 to the Current Report on Form 8-K (File No. 333-130755-09) filed with the Commission on November 30, 2007. (3) Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 333-143623-06) filed with the Commission on March 14, 2008. 3 20549

FORM SIGNATURES Pursuant to the requirements 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. Date: June 26, 2008 MERRILL LYNCH MORTGAGE INVESTORS, INC. By: /S/ David M. Rodgers 8------------------------------------ Name: David M. Rodgers Title: Executive Vice President, Chief Officer in Charge of Commercial Mortgage Securitization 4 K

CURRENT EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. Description 1.1 Underwriting Agreement dated as of May 21, 2008, among Merrill Lynch Mortgage Investors, Inc. as depositor, and, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC as underwriters. 4.1 Pooling and Servicing Agreement dated as of June 1, 2008, among Merrill Lynch Mortgage Investors, Inc. as depositor, Bank of America, National Association as master servicer no. 1, Midland Loan Services, Inc. as master servicer no. 2, Wachovia Bank, National Association as master servicer no. 3, Midland Loan Services, Inc. as special servicer, U.S. Bank National Association as trustee, and LaSalle Bank National Association as certificate administrator and custodian. 4.2 Pooling and Servicing Agreement dated as of August 1, 2007, among Merrill Lynch Mortgage Investors, Inc. as depositor, KeyCorp Real Estate Capital Markets, Inc. as master servicer no. 1, Wells Fargo Bank, National Association as master servicer no. 2, Midland Loan Services, Inc. as special servicer, and LaSalle Bank National Association as trustee and custodian.(1) 4.3 Pooling and Servicing Agreement dated as of November 1, 2007, among Banc of America Commercial Mortgage Inc. as depositor, Bank of America, National Association as master servicer, Midland Loan Services, Inc. as special servicer and Wells Fargo Bank, N.A. as trustee and REMIC administrator.(2) 4.4 Pooling and Servicing Agreement dated as of February 1, 2008, among Morgan Stanley Capital I Inc. as depositor, Wells Fargo Bank, National Association as master servicer, Centerline Servicing Inc. as special servicer and LaSalle Bank National Association as trustee and custodian and Wells Fargo Bank, National Association as paying agent, certificate administrator and authenticating agent.(3) 5.1 Opinion of Thacher Proffitt & Wood LLP with respect to legality. 8.1 Opinion of Thacher Proffitt & Wood LLP with respect to certain tax matters (included as part of Exhibit 5.1). ---------- (1) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 333-142235-04) filed with the Commission on September 10, 2007. (2) Incorporated by reference to Exhibit 4 to the Current Report on Form 8-K (File No. 333-130755-09) filed with the Commission on November 30, 2007. (3) Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File No. 333-143623-06) filed with the Commission on March 14, 2008. 5 REPORT

~~23.1 Consent~~Pursuant ofto ~~Thacher~~Section ~~Proffitt~~13 ~~& Wood LLP (included as part of~~or ~~Exhibit 5.1~~15(d)~~. 99.1 Mortgage~~ ~~Loan Purchase Agreement dated as~~ of ~~May~~the ~~21,~~Securities ~~2008,~~Exchange ~~between Merrill~~Act ~~Lynch Mortgage Lending, Inc. as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.2 Mortgage Loan Purchase Agreement dated as~~ of May 21, 2008, between Bank of America, National Association as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.3 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Dexia Real Estate Capital Markets as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.4 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between PNC Bank, National Association as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.5 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between General Electric Capital Corporation as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 99.6 Mortgage Loan Purchase Agreement dated as of May 21, 2008, between Capmark Finance Inc. as seller and Merrill Lynch Mortgage Investors, Inc. as purchaser. 6 1934

Date of report (Date of earliest event reported) January 1, 2009

Merrill Lynch Mortgage Trust 2008-C1

(Exact Name of the Issuing Entity)

Merrill Lynch Mortgage Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Bank of America, National Association, Dexia Real Estate Capital Markets,

Merrill Lynch Mortgage Lending, Inc., PNC Bank, National Association,

General Electric Capital Corporation and Capmark Finance Inc.

(Exact Name of Sponsor as Specified in Its Charter)

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

N/A

(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 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

Item 8.01 Other Events.

On January 1, 2009, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated September 15, 2008 as amended by Amendment No. 1, dated October 21, 2008, between Bank of America Corporation (“Bank of America”) and Merrill Lynch & Co., Inc. (“Merrill Lynch”), a wholly-owned subsidiary of Bank of America consummated its merger with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and as a subsidiary of Bank of America (the “Merger”). As a result of the Merger, among other things, all of the direct and indirect subsidiaries of Merrill Lynch (which include the registrant, Merrill Lynch Mortgage Investors, Inc.) have become indirect subsidiaries of Bank of America.

SIGNATURES

Pursuant to the requirements 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.


Date:	January 6, 2009	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

333-142235-06

(State of Other Jurisdiction of Incorporation)

(Commission File Numbers)

(IRS Employer Identification No. of Registrant)

4 World Financial Center, 16th Floor

250 Vesey Street, New York, New York

(Address of Principal Executive Offices)

(Zip Code)

Filing Compare · MLMT 2008-C1