

                                  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 29, 2005
                                                                                                            ------------------------------


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

 Delaware                                                         333-116820-04                   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
                                                    ----------------------------



                                       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
           CFR 230.425)

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

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

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







Section 1 - Registrant's Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.
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     On June 29, 2005, a pooling and servicing agreement dated as of June 1,
2005 (the "Pooling and Servicing Agreement"), was entered into by and among
Merrill Lynch Mortgage Investors, Inc., as depositor (the "Registrant"), Midland
Loana Services, Inc., as master 
servicer, anda as special servicer and Wellsa Fargo
Banktrustee, N.A., as trustee. The Pooling and Servicing Agreement was entered into for
 the purpose of issuing a single 
series of certificates, entitled Merrill Lynch
 Mortgage Trust 2005-MCP1 
(the "Merrill Lynch Mortgage Trust 2005-MCP1"),
 Commercial Mortgage Pass-Through 
Certificates, Series 2005-MCP1 (the
 "Certificates"). The Pooling and Servicing
Agreement is attached as Exhibit 4.1 hereto. Certain classes of the 
Certificates, designated as Class A-1,
 Class A-2, Class A-3, Class A-SB, Class 
A-4, Class A-1A, Class AM, Class AJ,
 Class B, Class C, Class D and Class XP 
(collectively, the "Publicly-Offered
 Certificates") were registered under the 
Registrant's registration statement on
 Form S-3 (Registration No. 333-116820). The Publicly-Offered Certificates were
and sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill 
Lynch"),
 Countrywide Securities Corporation, PNC Capital Markets, Inc. and Wachovia
Wachovia Capital Markets, LLC (collectively, the "Underwriters"), pursuant to an
underwriting agreement dated as of June 21, 2005 (the "Underwriting Agreement"),
between the Registrant and Merrill Lynch for itself and as representative of the
other Underwriters. The Underwriting Agreement is attached as Exhibit 1.1
hereto. Certain of the mortgage loans backing the Publicly-Offered
Certificates Certificates
(the "MLML Mortgage Loans") were acquired by the Registrant from
 Merrill Lynch 
Mortgage Lending, Inc. ("MLML") as seller pursuant to a mortgage
 loan purchase 
agreement dated as of June 21, 2005 (the "MLML Mortgage Loan
Purchase Purchase
Agreement"), which is attached hereto as Exhibit 99.1. Certain other of the 
mortgage loans backing the
 Publicly-Offered Certificates (the "Countrywide 
Mortgage Loans") were acquired
 by the Registrant from Countrywide Commercial 
Real Estate Finance, Inc.
 ("Countrywide") as seller pursuant to a mortgage loan 
purchase agreement dated
 as of June 21, 2005 (the "Countrywide Mortgage Loan 
Purchase Agreement"), which is attached hereto as Exhibit 99.2. The
remaining remaining
mortgage loans backing the Publicly-Offered Certificates (the "PNC
 Bank Mortgage 
Loans"; the MLML Mortgage Loans, the Countrywide Mortgage Loans
 and the PNC Bank 
Mortgage Loans, collectively, the "Mortgage Loans") were
 acquired by the 
Registrant from PNC Bank, National Association ("PNC Bank") as
 seller pursuant 
to a mortgage loan purchase agreement dated as of June 21, 2005
 (the "PNC Bank 
Mortgage Loan Purchase Agreement"; the MLML Mortgage Loan
 Purchase Agreement, 
the Countrywide Mortgage Loan Purchase Agreement and the PNC
 Bank Mortgage Loan 
Purchase Agreement, collectively, the "Mortgage Loan Purchase
 Agreements"),
which is attached hereto as Exhibit 99.3.

              Each Mortgage Loan Purchase Agreement contains representations and
warranties made by the related seller--MLML, Countrywide or PNC Bank, as the
case case
may be -- to the Registrant with respect to the Mortgage Loans sold by such
seller to the Registrant.

         Certain

Section of9 the- termsFinancial andStatements conditions of the Pooling and ServicingExhibits
Agreement,
Item the9.01  Financial UnderwritingStatements Agreement and the Mortgage Loan Purchase AgreementsExhibits.
have---------  ----------------------------------



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         Listed beenbelow describedare inthe afinancial filingstatements, previouslypro madeforma onfinancial
information Juneand 28exhibits, 2005if on behalf of
the Registrantany, whichfiled filingas wasa madepart pursuantof tothis Rule 424report:

(ba)(5) ofFinancial the
Securitiesstatements Act of 1933,businesses as amended, under the Registrant's Form S-3 registrationacquired:
statement number 333    -116820-04,------------------------------------------

    Not forapplicable.

(b) thePro Merrillforma Lynchfinancial Mortgage Trustinformation:
    --------------------------------

                                       2    Not applicable.

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

2005-MCP1,Exhibit and the description of those agreements contained in that filing isNo.       Description
hereby incorporated herein by reference
1.1               Underwriting A copy of the Agreement

4.1               Pooling and Servicing
Agreement, the Underwriting Agreement

99.1              MLML and the Mortgage Loan Purchase AgreementsAgreement
will
99.2              Countrywide beMortgage filedLoan subsequentlyPurchase as exhibits to a separate Current Report on Form 8-KAgreement
filed
99.3              PNC byBank the Registrant for the Merrill Lynch Mortgage TrustLoan 2005-MCP1.Purchase Agreement




























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                                   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:  JuneJuly 3014, 2005


                                                                           MERRILL LYNCH MORTGAGE INVESTORS, INC.


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





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

                   The following exhibits are filed herewith:



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

1.1               Underwriting Agreement

4.1               Pooling and Servicing Agreement

99.1              MLML Mortgage Loan Purchase Agreement

                                       499.2              Countrywide Mortgage Loan Purchase Agreement

99.3              PNC Bank Mortgage Loan Purchase Agreement



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Filing Compare · Merrill Lynch Mortgage Trust 2005-MCP1
