Merrill Lynch Mortgage Investors Trust Series 2004-HE1 – ‘10-K’ for 12/31/04

On:  Thursday, 3/31/05, at 4:05pm ET   ·   For:  12/31/04   ·   Accession #:  1056404-5-1776   ·   File #:  333-112231-14

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         13±    50K 

Document Table of Contents

           UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
            WASHINGTON, D.C. 20549

             FORM 10-K

(Mark one)                                                                  

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES         
EXCHANGE ACT OF 1934                                                
For the fiscal year ended December 31, 2004                         

OR                                                                  

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

Commission File Number:  333-112231-14                              

Merrill Lynch Mortgage Investors, Inc.                          
Mortgage Loan Asset-Backed Certificates                         
Series 2004-HE1                                                 

(Exact name of registrant as specified in its charter)                

New York                                         54-6636400               
(State or other jurisdiction of                   54-2165610                
incorporation or organization)                    54-2165611                
                                  54-2157853
                                  54-6636401
                                  54-2165608
                                  54-2165609
                                  54-2157854
                                  54-2157855
                                        (I.R.S. Employer
                                           Identification No.)

c/o Wells Fargo Bank, N.A.                                                
9062 Old Annapolis Road                                                   
Columbia, Maryland                                21045                   
(Address of principal executive offices)     (Zip Code)                     

Registrant's telephone number, including area code: (410) 884-2000          

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 ( 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.           

Not applicable.                                                 

Indicate by check mark whether the registrant is an accelerated filer       
(as defined in Exchange Act Rule 12b-2).                                    

Yes  ___     No  X                                              

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.                                                 

Indicate the number of shares outstanding of each of the registrant's       
classes of common stock, as of the latest practicable date.                 

Not applicable.                                                 

Documents Incorporated by Reference                                   

List hereunder the following documents if incorporated by reference and     
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the       
document is incorporated: (1)Any annual report to security holders; (2)     
Any proxy or information statement; and (3)Any prospectus filed pursuant    
to Rule 424(b) or (c) under the Securities Act of 1933. The listed          
documents should be clearly described for identification purposes (e.g.     
annual report to security holders for fiscal year ended December 24, 1980). 

Not applicable.                                                 

PART I    

Item 1.  Business.                                                          

Omitted.                                                

Item 2.  Properties.                                                        

      See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
provided in lieu of information required by Item 102 of 
Regulation S-K.                                         

Item 3.  Legal Proceedings.                                                 

     The registrant knows of no material pending legal proceedings
   involving the trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the 
registrant with respect to the Trust other than routine 
      litigation incidental to the duties of the respective parties.

Item 4.  Submission of Matters to a Vote of Security Holders.               

None.                                                   

PART II         

Item 5.  Market for registrant's Common Equity and Related Stockholder      
Matters and Issuer Purchases of Equity Securities.        

         No established public trading market for the Certificates exists.

Records provided to the Trust by the DTC and the Trustee
          indicate that as of December 31, 2004, the total number of holders
of record for the Series of Certificates is 11.         

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.        

Not applicable.                                         

Item 8.  Financial Statements and Supplementary Data.                       

  See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
provided in lieu of information required by Item 302 of 
Regulation S-K.                                         

Item 9.  Changes in and Disagreements with Accountants on Accounting and    
Financial Disclosure.                                     

None.                                                   

Item 9A. Controls and Procedures.                                           

Not applicable.                                         

Item 9B. Other Information.                                                 

None.                                                   

PART III        

Item 10. Directors and Executive Officers of the Registrant.                

Not applicable.                                         

Item 11. Executive Compensation.                                            

Not applicable.                                         

Item 12. Security Ownership of Certain Beneficial Owners and Management.    

Not applicable.                                         

Item 13. Certain Relationships and Related Transactions.                    

Not applicable.                                         

Item 14. Principal Accounting Fees and Services.                            

Not applicable.                                         

PART IV         

Item 15. Exhibits, Financial Statement Schedules.                           

(a) Exhibits                                                              

(31.1) Rule 13a-14(a)/15d-14(a) Certification                         

(99.1) Annual Independent Accountants' Servicing Reports concerning   
servicing activities.                                   

                                                                      [Download Table]
                                          

                                          
a) Litton Loan Servicing, as Servicer <F1>

                                                                          
(99.2) Report of Management as to Compliance with Minimum Servicing   
Standards.                                              

                                                                      [Download Table]
                                          

                                          
a) Litton Loan Servicing, as Servicer <F1>

                                                                          
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements.                                             

                                                                      [Download Table]
                                          

                                          
a) Litton Loan Servicing, as Servicer <F1>

                                                                          
(99.4) Aggregate Statement of Principal and Interest Distributions to 
Certificate Holders.                                    

(b) Not applicable.                                                       

(c) Omitted.                                                              

<F1> Filed herewith.                                                        

SIGNATURES      

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:         

Merrill Lynch Mortgage Investors, Inc.                                  
Mortgage Loan Asset-Backed Certificates                                 
Series 2004-HE1                                                         
(Registrant)                                                            

Signed: Merrill Lynch Mortgage Investors Inc. as Depositor                  

By:     Matthew Whalen, President                                           

By: /s/ Matthew Whalen, President                                           

Dated:  March 31, 2005                                                      

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.                               

(a)(i) No annual report is provided to the Certificateholders other than    
with respect to aggregate principal and interest distributions.             

(a)(ii) No proxy statement, form of proxy or other proxy soliciting         
material has been sent to any Certificateholder with respect to any         
annual or other meeting of Certificateholders.                              

Exhibit Index                                                               

Exhibit No.                                                                 

Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification                              

I, Matthew Whalen, certify that:                                            

1. I have reviewed this annual report on Form 10-K, and all reports on      
Form 8-K containing distribution or servicing reports filed in        
respect of periods included in the year covered by this annual report 
, of Merrill Lynch Mortgage Investors, Inc. Mortgage Loan             
Asset-Backed Certificates, Series 2004-HE1 Trust;                     

2. Based on my knowledge, the information in these reports, taken as a      
whole, does not contain any untrue statement of a material fact or    
omit to state a material fact necessary to make the statements made,  
in light of the circumstances under which such statements were made,  
not misleading as of the last day of the period covered by this       
annual report;                                                        

3. Based on my knowledge, the distribution or servicing information         
required to be provided to the Trustee by the Servicer under the      
Pooling and Servicing or similar, agreement, for inclusion in these   
reports is included in these reports;                                 

4. Based on my knowledge and upon the annual compliance statement           
included in the report and required to be delivered to the trustee in 
accordance with the terms of the pooling and servicing, or similar,   
agreement, and except as disclosed in the reports, the servicer has   
fulfilled its obligations under the servicing agreement; and          

5. The reports disclose all significant deficiencies relating to the        
servicer's compliance with the minimum servicing standards based upon 
the report provided by an independent public accountant, after        
conducting a review in compliance with the Uniform Single Attestation 
Program for Mortgage Bankers or similar procedure, as set forth in    
the pooling and servicing, or similar, agreement, that is included in 
these reports.                                                        

In giving the certifications above, I have reasonably relied on       
information provided to me by the following unaffiliated parties:     
Litton Loan Servicing as Servicer, Wells Fargo Bank, N.A.             
as Trustee.                                                           

Date:  March 31, 2005                                                 

/s/ Matthew Whalen                                                    
Signature                                                             

President                                                             
Title                                                                 

EX-99.1                                                                     
(logo) Deloitte                                                                 

Deloitte & Touche LLP                                                           
Suite 2300                                                                      
333 Clay Street                                                                 
Houston, TX 77002-4196                                                          
USA                                                                             

Tel: +1 713 982 2000                                                            
Fax: +1 713 982 2001                                                            
www.deloitte.com                                                                

Report of Independent Registered Public Accounting Firm                         

To the Partners of Litton Loan Servicing LP:                                    

We have examined management's assertion that Litton Loan Servicing LP (the      
Company) has complied as of and for the year ended December 31, 2004, with its  
established minimum servicing standards described in the accompanying Management
Assertion Report dated February 16, 2005. Management is responsible for the     
Company's compliance with those minimum servicing standards. Our responsibility 
is to express an opinion on management's assertion about the Company's          
compliance based on our examination.                                            

Our examination was conducted in accordance with attestation standards          
established by the American Institute of Certified Public Accountants as adopted
by the Public Company Accounting Oversight Board (United States) and,           
accordingly, included examining, on a test basis, evidence about the Company's  
compliance with its 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 the Company's compliance with its minimum  
servicing standards.                                                            

In our opinion, management's assertion that the Company complied with the       
aforementioned minimum servicing standards as of and for the year ended December
31, 2004, is fairly stated, in all material respects based on the criteria set  
forth in Appendix I.                                                            

/s/ Deloitte & Touche LLP                                                       

February 16, 2005                                                               

Member of                                                                       
Deloitte Touche Tohmatsu                                                        

(logo) LITTON LOAN SERVICING LP                                                 
An affiliate of CBass.                                                          

4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            

Telephone 713 960 9676                                                          
Fax 713 966-8830                                                                

February 16, 2005                                                               

MANAGEMENT ASSERTION REPORT                                                     

As of and for the year ended December 31, 2004, Litton Loan Servicing LP (the   
Company) has complied, in all material respects, with the Company's             
established minimum servicing standards for residential mortgage loans as       
set forth in Appendix I (the "Standards"). The Standards are based on the       
Mortgage Bankers Association of America's Uniform Single Attestation            
Program for Mortgage Bankers. As of and for this same period, Litton Loan       
Servicing LP had in effect a fidelity bond in the amount of $40,000,000 and     
an errors and omissions policy in the amount of 40,000,000.                     

/s/ Larry B. Litton, Sr.                                                        
Larry B. Litton, SR., President & CEO                                           

/s/ Larry B. Litton, Jr.                                                        
Larry B. Littion, Jr., Chief Operating Officer                                  

APPENDIX I                                                                      

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS                
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR                 
MORTGAGE BANKERS                                                                

I.  CUSTODIAL BANK ACCOUNTS                                                     

  1.  Reconciliations shall be prepared on a monthly basis for all custodial
       bank accounts and related bank clearing accounts. These reconciliations
shall:                                                          

*  be mathematically accurate;                                  
    *  be prepared within forty-five (45) calendar days after the cutoff
date;                                                     
*  be reviewed and approved by someone other than the person who
prepared the reconciliation; and                          
       *  document explanations for reconciling items. These reconciling items
          shall be resolved within ninety (90) calendar days of their original
identification.                                           

   2.  Funds of the servicing entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.         

3.  Each custodial account shall be maintained at a federally insured   
depository institution in trust for the applicable investor.    

4. Escrow funds held in trust for a mortgagor shall be returned to the  
  mortgagor within thirty (30) calendar days of payoff of the mortgage
loan.                                                             

II. MORTGAGE PAYMENTS                                                           

    1. Mortgage payments shall be deposited into the custodial bank accounts and
 related bank clearing accounts within two business days of receipt.

   2. Mortgage payments made in accordance with the mortgagor's loan documents
     shall be posted to the applicable mortgagor records within two business
days of receipt.                                                  

   3.  Mortgage payments shall be allocated to principal, interest, insurance,
   taxes or other escrow items in accordance with the mortgagor's loan
documents.                                                      

4. Mortgage payments identified as loan payoffs shall be allocated in   
accordance with the mortgagor's loan documents.                   

III. DISBURSEMENTS                                                              

    1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.                       

  2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records 
maintained by the servicing entity.                               

3. Tax and insurance payments shall be made on or before the penalty or 
insurance policy expiration dates, as indicated on tax bills and  
     insurance premium notices, respectively, provided that such support has
      been received by the servicing entity at least thirty (30) calendar days
prior to these dates.                                             

 4. Any late payment penalties paid in conjunction with the payment of any
   tax bill or insurance premium notice shall be paid from the servicing
      entity's funds and not charged to the mortgagor, unless the late payment
was due to the mortgagor's error or omission.                     

  5. Amounts remitted to investors per the servicer's investor reports shall
      agree with cancelled checks, or other form of payment, or custodial bank
statements.                                                       

   6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING                                           

 1. The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid  
     principal balance and number of loans serviced by the servicing entity.

V. MORTGAGOR LOAN ACCOUNTING                                                    

1. The servicing entity's mortgage loan records shall agree with, or    
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.                             

   2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.                                           

3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
loan documents, on at least an annual basis.                      

   4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.                        

VI. DELINQUENCIES                                                               

  1. Records documenting collection efforts shall be maintained during the
       period a loan is in default and shall be updated at least monthly. Such
       records shall describe the entity's activities in monitoring delinquent
       loans including, for example, phone calls, letters and mortgage payment
     rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).                                

VII. INSURANCE POLICIES                                                         

  1. A fidelity bond and errors and omissions policy shall be in effect on
     the servicing entity throughout the reporting period in the amount of
coverage represented to investors in management's assertion.    

EX-99.2                                                                     
(logo) LITTON LOAN SERVICING LP                                                 
An affiliate of CBass.                                                          

4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            

Telephone 713 960 9676                                                          
Fax 713 966-8830                                                                

February 16, 2005                                                         

MANAGEMENT ASSERTION REPORT                                               

As of and for the year ended December 31, 2004, Litton Loan Servicing LP (the   
Company) has complied, in all material respects, with the Company's             
established minimum servicing standards for residential mortgage loans as       
set forth in Appendix I (the "Standards"). The Standards are based on the       
Mortgage Bankers Association of America's Uniform Single Attestation            
Program for Mortgage Bankers. As of and for this same period, Litton Loan       
Servicing LP had in effect a fidelity bond in the amount of $40,000,000 and     
an errors and omissions policy in the amount of 40,000,000.                     

/s/ Larry B. Litton, Sr.                                                        
Larry B. Litton, SR., President & CEO                                           

/s/ Larry B. Litton, Jr.                                                        
Larry B. Littion, Jr., Chief Operating Officer                                  

APPENDIX I                                                                      

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS                
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR                 
MORTGAGE BANKERS                                                                

I.  CUSTODIAL BANK ACCOUNTS                                                     

  1.  Reconciliations shall be prepared on a monthly basis for all custodial
       bank accounts and related bank clearing accounts. These reconciliations
shall:                                                          

*  be mathematically accurate;                                  
    *  be prepared within forty-five (45) calendar days after the cutoff
date;                                                     
*  be reviewed and approved by someone other than the person who
prepared the reconciliation; and                          
       *  document explanations for reconciling items. These reconciling items
          shall be resolved within ninety (90) calendar days of their original
identification.                                           

   2.  Funds of the servicing entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.         

3.  Each custodial account shall be maintained at a federally insured   
depository institution in trust for the applicable investor.    

4. Escrow funds held in trust for a mortgagor shall be returned to the  
  mortgagor within thirty (30) calendar days of payoff of the mortgage
loan.                                                             

II. MORTGAGE PAYMENTS                                                           

    1. Mortgage payments shall be deposited into the custodial bank accounts and
 related bank clearing accounts within two business days of receipt.

   2. Mortgage payments made in accordance with the mortgagor's loan documents
     shall be posted to the applicable mortgagor records within two business
days of receipt.                                                  

   3.  Mortgage payments shall be allocated to principal, interest, insurance,
   taxes or other escrow items in accordance with the mortgagor's loan
documents.                                                      

4. Mortgage payments identified as loan payoffs shall be allocated in   
accordance with the mortgagor's loan documents.                   

III. DISBURSEMENTS                                                              

    1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.                       

  2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records 
maintained by the servicing entity.                               

3. Tax and insurance payments shall be made on or before the penalty or 
insurance policy expiration dates, as indicated on tax bills and  
     insurance premium notices, respectively, provided that such support has
      been received by the servicing entity at least thirty (30) calendar days
prior to these dates.                                             

 4. Any late payment penalties paid in conjunction with the payment of any
   tax bill or insurance premium notice shall be paid from the servicing
      entity's funds and not charged to the mortgagor, unless the late payment
was due to the mortgagor's error or omission.                     

  5. Amounts remitted to investors per the servicer's investor reports shall
      agree with cancelled checks, or other form of payment, or custodial bank
statements.                                                       

   6. Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING                                           

 1. The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid  
     principal balance and number of loans serviced by the servicing entity.

V. MORTGAGOR LOAN ACCOUNTING                                                    

1. The servicing entity's mortgage loan records shall agree with, or    
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.                             

   2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.                                           

3. Escrow accounts shall be analyzed, in accordance with the mortgagor's
loan documents, on at least an annual basis.                      

   4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.                        

VI. DELINQUENCIES                                                               

  1. Records documenting collection efforts shall be maintained during the
       period a loan is in default and shall be updated at least monthly. Such
       records shall describe the entity's activities in monitoring delinquent
       loans including, for example, phone calls, letters and mortgage payment
     rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).                                

VII. INSURANCE POLICIES                                                         

  1. A fidelity bond and errors and omissions policy shall be in effect on
     the servicing entity throughout the reporting period in the amount of
coverage represented to investors in management's assertion.    

EX-99.3                                                                     
(logo) LITTON LOAN SERVICING LP                                                 
An affiliate of C-BASS                                                          

4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            

Telephone (713) 960-9676                                                        
Fax (713) 960-0539                                                              

March 10, 2005                                                                  

Client Manager - MLMI 2004-HE1                                                  
Wells Fargo Bank, N.A.                                                          
P.O. Box 98                                                                     
Columbia, MD 21046                                                              

RE: Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed           
Certificates, Series 2004-HE1                                                   

To Whom It May Concern:                                                         

The undersigned officer of Litton Loan Servicing LP provides the Annual         
Statement as to Compliance as required by the Pooling and Servicing             
Agreement for the above referenced security and certifies that (i) a review     
of the activities of the Servicer during such preceding fiscal year (or         
such shorter period in the case of the first such report) and of                
performance under this Agreement has been made under my supervision, and        
(ii) to the best of my knowledge, based on such review, the Servicer has        
fulfilled all its obligations under this Agreement for 2004.                    

Sincerely,                                                                      

/s/ Janice McClure                                                              
Janice McClure                                                                  
Senior Vice President                                                           

/s/ Ann Kelley                                                                  
Ann Kelley                                                                      
Secretary                                                                       

Ex-99.4                                                                     

Schedule of Year-To-Date Principal and Interest Distributions to          
Certificateholders                                                        

                                                                   [Download Table]
                                                          

Class      Interest      Principal  Losses  Ending Balance
                                                          
A1     1,408,684.35  22,365,167.19    0.00  133,379,832.81
A2       909,909.76  13,775,793.39    0.00   87,126,206.61
B1        69,800.46           0.00    0.00    3,819,000.00
B2        96,335.62           0.00    0.00    4,583,000.00
B3        55,722.83           0.00    0.00    2,292,000.00
C      4,497,506.61           0.00    0.00    5,346,822.00
M1       242,016.60           0.00    0.00   22,151,000.00
M2       154,387.95           0.00    0.00   10,694,000.00
R              0.17         100.00    0.00            0.00
S        320,189.99           0.00    0.00  264,045,039.42
                                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/31/05		None on these Dates
		3/10/05
		2/16/05
For Period End:		12/31/04
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