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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2000

                   OR

( ) 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  0-25000

                          ML PRINCIPAL PROTECTION L.P.
                      ML PRINCIPAL PROTECTION TRADING L.P.
                            (Rule 140 Co-Registrant)
                          (Exact Name of Registrant as
                            specified in its charter)

           Delaware                         13-3750642 (Registrant)
- -------------------------------             13-3775509 (Co-Registrant)
(State or other jurisdiction of             ----------------------------------
incorporation or organization)              (IRS Employer Identification No.)

                   c/o Merrill Lynch Investment Partners Inc.
                           Princeton Corporate Campus
                       800 Scudders Mill Road - Section 2G
                          Plainsboro, New Jersey 08536
                          ----------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  609-282-6996
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         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
                                              ---    ---


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          ML PRINCIPAL PROTECTION L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION




                                                                March 31,         December 31,
                                                                  2000               1999
                                                               (unaudited)
                                                            -----------------  ------------------
                                                                         
ASSETS
Equity in commodity futures trading accounts:
    Cash and options premiums                                   $  6,123,883        $  3,226,441
    Net unrealized profit on open contracts                          153,397             677,742
Government Securities
   (Cost: $32,367,449 and $40,831,617)                            32,088,714          40,439,706
Cash                                                                  69,767               4,079
Accrued interest                                                     305,302             574,774
                                                            -----------------  ------------------

                TOTAL                                           $ 38,741,063        $ 44,922,742
                                                            =================  ==================

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
    Redemptions payable                                         $  1,584,631        $  2,118,255
    Profit Shares payable                                             16,982              51,547
    Brokerage commissions payable                                    198,037             231,473
    Administrative fees payable                                        8,071              11,076
                                                            -----------------  ------------------

            Total liabilities                                      1,807,721           2,412,351
                                                            -----------------  ------------------

Minority Interest                                                    823,639             827,623
                                                            -----------------  ------------------

PARTNERS' CAPITAL:
 General Partners (4,033 and 9,628 Units)                            428,765           1,023,562
 Limited Partners (335,611 and 381,113 Units)                     35,680,938          40,659,206
                                                            -----------------  ------------------

            Total partners' capital                               36,109,703          41,682,768
                                                            -----------------  ------------------

                TOTAL                                           $ 38,741,063        $ 44,922,742
                                                            =================  ==================


NET ASSET VALUE PER UNIT (NOTE 2)

See notes to consolidated financial statements.


                                       2



                          ML PRINCIPAL PROTECTION L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (unaudited)




                                             For the three      For the three
                                             months ended       months ended
                                              March 31,          March 31,
                                                2000               1999
                                           -----------------  -----------------
                                                        
REVENUES:
    Trading profit (loss):
      Realized                                    $ 626,370         $  236,179
     Change in unrealized                          (411,169)          (560,927)
                                           -----------------  -----------------

            Total trading results                   215,201           (324,748)

     Interest income                                442,685            960,281
                                           -----------------  -----------------

            Total revenues                          657,886            635,533
                                           -----------------  -----------------

EXPENSES:
    Profit Shares                                    27,274             51,635
    Brokerage commissions                           629,879          1,187,564
    Administrative fees                              25,540             48,235
                                           -----------------  -----------------

            Total expenses                          682,693          1,287,434
                                           -----------------  -----------------

LOSS BEFORE
    MINORITY INTEREST                               (24,807)          (651,901)
                                           -----------------  -----------------

    Minority interest                                 3,984              9,338
                                           -----------------  -----------------

NET LOSS                                          $ (20,823)        $ (642,563)
                                           =================  =================


NET LOSS PER UNIT:
    Weighted average number of units
        outstanding                                 371,363            701,717
                                           =================  =================

    Weighted average net loss
     per General Partner
      and Limited Partner Unit                      $ (0.06)           $ (0.92)
                                           =================  =================


See notes to consolidated financial statements.


                                       3


                          ML PRINCIPAL PROTECTION L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)

             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
           FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999
                                  (unaudited)



                                               Limited          General
                                 Units         Partners         Partner           Total
                            --------------  --------------   -------------   --------------
                                                                 
PARTNERS' CAPITAL,
  December 31, 1998               724,439    $ 78,371,558     $   735,280     $ 79,106,838

Subscriptions                      13,055       1,305,500         234,209        1,539,709

Net loss                                -        (636,676)         (5,887)        (642,563)

Redemptions                       (82,640)     (9,057,310)              -       (9,057,310)

Distributions                           -        (149,081)         (2,479)        (151,560)
                            --------------  --------------   -------------   --------------

PARTNERS' CAPITAL,
  March 31, 1999                  654,854    $ 69,833,991     $   961,123     $ 70,795,114
                            ==============  ==============   =============   ==============

PARTNERS' CAPITAL,
  December 31, 1999               390,741    $ 40,659,206     $ 1,023,562     $ 41,682,768

Net Income (loss)                       -         (24,407)          3,584          (20,823)

Redemptions                       (51,097)     (4,853,822)       (595,903)      (5,449,725)

Distributions                           -        (100,039)         (2,478)        (102,517)
                            --------------  --------------   -------------   --------------

PARTNERS' CAPITAL,
  March 31, 2000                  339,644    $ 35,680,938     $   428,765     $ 36,109,703
                            ==============  ==============   =============   ==============



See notes to financial statements.


                                       4


                          ML PRINCIPAL PROTECTION L.P.
                  (formerly ML Principal Protection Plus L.P.)
                        (A DELAWARE LIMITED PARTNERSHIP)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      These financial statements have been prepared without audit. In the
      opinion of management, the financial statements contain all adjustments
      (consisting of only normal recurring adjustments) necessary to present
      fairly the consolidated financial position of ML Principal Protection L.P.
      (the "Partnership" or the "Fund") as of March 31, 2000, and the results of
      its operations for the three month period ended March 31, 2000 and 1999.
      However, the operating results for the interim periods may not be
      indicative of the results expected for the full year.

      Certain information and footnote disclosures normally included in annual
      financial statements prepared in accordance with generally accepted
      accounting principles have been omitted. It is suggested that these
      financial statements be read in conjunction with the financial statements
      and notes thereto included in the Partnership's Annual Report on Form 10-K
      filed with the Securities and Exchange Commission for the year ended
      December 31, 1999 (the "Annual Report").

2.    NET ASSET VALUE PER UNIT

      At March 31, 2000 and December 31, 1999, the Net Asset Values of the
      different series of Units were:



                                              March 31, 2000

                               Net Asset             Number             Net Asset Value
                                 Value              of Units               per Unit
                            --------------      ---------------        ----------------
                                                              
Series A Units                $ 7,496,560          67,169.0000              $111.61
Series B Units                    745,084           6,930.0000              $107.52
Series C Units                  1,160,255          10,857.0000              $106.87
Series D Units                  4,176,978          39,002.0000              $107.10
Series E Units                  3,313,363          30,856.0200              $107.38
Series F Units                  1,719,192          16,707.9800              $102.90
Series G Units                  1,445,747          13,765.5900              $105.03
Series H Units                  1,075,174          10,364.7250              $103.73
Series K Units                  3,664,825          34,144.0000              $107.33
Series L Units                  2,490,260          23,809.0000              $104.59
Series M Units                  2,215,168          20,878.8757              $106.10
Series N Units                  1,203,644          11,768.4278              $102.28
Series O Units                  3,221,083          31,397.7419              $102.59
Series P Units                    528,002           5,044.0000              $104.68
Series Q Units                    575,500           5,945.1908               $96.80
Series R Units                    823,349           8,414.0000               $97.85
Series S Units                    255,519           2,590.0000               $98.66
                            --------------      ---------------

Totals                       $ 36,109,703         339,643.5512
                            ==============      ===============



                                       5





                                               December 31, 1999

                            Net Asset Value           Number           Net Asset Value
                            -----------------------------------------------------------
                                                              
Series A Units                $ 7,960,220          71,300.0000             $ 111.64
Series B Units                    949,586           8,568.0000               110.83
Series C Units                  1,267,695          11,909.0000               106.45
Series D Units                  4,539,567          42,433.0000               106.98
Series E Units                  3,617,782          33,697.1800               107.36
Series F Units                  2,199,122          20,722.5800               106.12
Series G Units                  1,536,527          14,666.3400               104.77
Series H Units                  1,291,688          12,467.7250               103.60
Series K Units                  4,980,521          46,179.0000               107.85
Series L Units                  3,231,833          30,750.0000               105.10
Series M Units                  2,672,599          25,068.8757               106.61
Series N Units                  1,369,038          13,321.4278               102.77
Series O Units                  3,657,494          35,480.2419               103.09
Series P Units                    546,674           5,197.0000               105.19
Series Q Units                    579,321           5,955.6908                97.27
Series R Units                  1,017,139          10,344.0000                98.33
Series S Units                    265,962           2,681.0000                99.20
                            --------------      ---------------

Totals                       $ 41,682,768         390,741.0612
                            ==============      ===============



                                       6


3.   ANNUAL DISTRIBUTIONS

     The Partnership makes annual fixed-rate distributions, payable irrespective
     of profitability, of $3.50 per Unit on Units issued prior to May 1, 1997.
     The Partnership may also pay discretionary distributions on such Series of
     Units of up to 50% of any Distributable New Appreciation, as defined on
     such Units. No distributions are payable on Units issued after May 1, 1997.
     As of March 31, 2000, the Partnership has made the following distributions:




                Series         Distribution         Fixed-Rate        Discretionary
                                   Date            Distribution        Distribution
             ----------      ----------------    ----------------   -----------------
                                                           
        2000
     --------
              Series B               1/1/00            $ 3.50       $           -
              Series F               1/1/00              3.50                   -
        1999
     --------
              Series A              10/1/99            $ 3.50       $           -
              Series B               1/1/99              3.50                   -
              Series C               4/1/99              3.50                   -
              Series D               7/1/99              3.50                1.00
              Series E              10/1/99              3.50                   -
              Series F               1/1/99              3.50                   -
              Series G               4/1/99              3.50                   -
              Series H               7/1/99              3.50                1.00
        1998
     --------
              Series A              10/1/98            $ 3.50                 $ -
              Series B               1/1/98              3.50                1.50
              Series C               4/1/98              3.50                   -
              Series D               7/1/98              3.50                   -
              Series E              10/1/98              3.50                   -
              Series F               1/1/98              3.50                1.25
              Series G               4/1/98              3.50                   -
              Series H               7/1/98              3.50                   -
        1997
     --------
              Series A              10/1/97            $ 3.50                 $ -
              Series B               1/1/97              3.50                3.00
              Series C               4/1/97              3.50                4.00
              Series D               7/1/97              3.50                1.00
              Series E              10/1/97              3.50                2.00
              Series F               1/1/97              3.50                2.50
              Series G               4/1/97              3.50                3.50
              Series H               7/1/97              3.50                2.50
        1996
     --------
              Series A              10/1/96            $ 3.50              $ 2.50
              Series B               1/1/96              3.50                2.50
              Series C               4/1/96              3.50                   -
              Series D               7/1/96              3.50                   -
              Series E              10/1/96              3.50                   -
        1995
     --------
              Series A              10/1/95            $ 3.50              $ 2.50



                                       7


4.    FAIR VALUE AND OFF-BALANCE SHEET RISK

      In June 1998, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
      Instruments and Hedging Activities" (the "Statement"), effective for
      fiscal years beginning after June 15, 2000, as amended by SFAS No. 137.
      This Statement supercedes SFAS No. 119 ("Disclosure about Derivative
      Financial Instruments and Fair Value of Financial Instruments") and SFAS
      No. 105 ("Disclosure of Information about Financial Instruments with
      Off-Balance Sheet Risk and Financial Instruments with Concentrations of
      Credit Risk") whereby disclosure of average aggregate fair values and
      contract/notional values, respectively, of derivative financial
      instruments is no longer required for an entity such as the Partnership
      which carries its assets at fair value. Such Statement sets forth a much
      broader definition of a derivative instrument. The General Partner does
      not believe that the adoption of the provisions of such Statement had a
      significant effect on the financial statements.

      SFAS No. 133 defines a derivative as a financial instrument or other
      contract that has all three of the following characteristics: (1) one or
      more underlyings and notional amounts or payment provisions; (2) requires
      no initial net investment or a smaller initial net investment than would
      be required for other types of contracts that would be expected to have a
      similar response to changes in market factors; and, (3) terms that require
      or permit net settlement. Generally, derivatives include futures,
      forwards, swaps, options or other financial instruments with similar
      characteristics such as caps, floors and collars.

      MARKET RISK

      Derivative instruments involve varying degrees of off-balance sheet market
      risk. Changes in the level or volatility of interest rates, foreign
      currency exchange rates or the market values of the financial instruments
      or commodities underlying such derivative instruments frequently result in
      changes in the Partnership's net unrealized profit (loss) on such
      derivative instruments as reflected in the Consolidated Statements of
      Financial Condition. The Partnership's exposure to market risk is
      influenced by a number of factors, including the relationships among the
      derivative instruments held by the Partnership as well as the volatility
      and liquidity of the markets in which the derivative instruments are
      traded.

      The General Partner has procedures in place intended to control market
      risk exposure, although there can be no assurance that they will, in fact,
      succeed in doing so. These procedures focus primarily on monitoring the
      trading of the Advisors, calculating the Net Asset Value of the
      Partnership as of the close of business on each day and reviewing
      outstanding positions for over-concentrations. While the General Partner
      does not itself intervene in the markets to hedge or diversify the
      Partnership's market exposure, the General Partner may urge the Advisors
      to reallocate positions in an attempt to avoid over-concentrations.
      However, such interventions are unusual. Except in cases in which it
      appears that the Advisors have begun to deviate from past practice or
      trading policies or to be trading erratically, the General Partner's basic
      risk control procedures consist simply of the ongoing process of advisor
      monitoring, with the market risk controls being applied by the Advisors
      themselves.

      CREDIT RISK

      The risks associated with exchange-traded contracts are typically
      perceived to be less than those associated with over-the-counter
      (non-exchange-traded) transactions, because exchanges typically (but not
      universally) provide clearinghouse arrangements in which the collective
      credit (in some cases limited in amount, in some cases not) of the members
      of the exchange is pledged to support the financial integrity of the
      exchange. In over-the-counter transactions, on the other hand, traders
      must rely solely on the credit of their respective individual
      counterparties. Margins, which may be subject to loss in the event of a
      default, are generally required in exchange trading, and counterparties
      may also require margin in the over-the-counter markets.


                                       8


      The credit risk associated with these instruments from counterparty
      nonperformance is the net unrealized profit, if any, included in the
      Consolidated Statements of Financial Condition.

      The Partnership attempts to mitigate credit risk by dealing exclusively
      with Merrill Lynch entities as clearing brokers.

      The Partnership, in its normal course of business, enters into various
      contracts with MLF acting as its commodity broker.  Pursuant to the
      brokerage arrangement with MLF (which includes a netting arrangement),
      to the extent that such trading results in receivables and payables are
      offset and reported as a net receiveable or payable and are included in
      the Statement of Financial Condition under Equity from commodity futures
      trading accounts.


Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS


                   MONTH-END NET ASSET VALUE PER SERIES A UNIT



                  -----------------------------------------------
                             Jan.          Feb.         Mar.
                  -----------------------------------------------
                                           
                    1999  $114.49 (a)  $115.36 (a)  $114.86 (a)
                  -----------------------------------------------
                    2000  $112.80 (b)  $112.46 (b)  $111.61 (b)
                  -----------------------------------------------


(a) After reductions for distributions declared of $6.00, $6.00, $3.50 and
$3.50 per Series A Unit as of October 1, 1995, 1996, 1997 and 1998,
respectively.

(b) After reduction for a $3.50 per Series A Unit distribution declared on
October 1, 1999 and the distributions described in (a), resulting in a total
distribution of $22.50 inception to date.

As of July 1, 1996, the Fund changed its name to ML Principal Protection L.P.
Such change was due to the General Partner restructuring the continuous
offerings to be sold without a guaranteed annual fixed-rate distribution or a
discretionary distribution as previously offered under ML Principal Protection
Plus L.P.


Performance Summary

January 1, 1999 to March 31, 1999

The Fund profited from trading in crude oil, heating oil, and unleaded gas. As
the year opened, the global oil balance continued to show signs of being
lopsided with estimated year-end 1998 inventories at their highest levels since
1984. During January, petroleum stocks rose by 21 million barrels compared with
a typical gain of 6 to 7 million barrels. Then, on March 23, OPEC ratified new
production cuts totaling 1.716 million barrels per day at its conference. These
new production cuts were scheduled to go into effect on April 1 and proved to be
harbingers of higher prices for crude.

Agricultural trading was also profitable overall, as gains in live hogs and live
cattle offset losses in corn positions. Hog prices plummeted due to a glut of
hogs in the market. At the beginning of the quarter, the corn market continued
to struggle despite a stretch of solid export business. The market's negative
sentiment was deepened by ongoing favorable weather in South America which
continued through February, even though there was a sharp reduction in
Argentina's planted area. Lack of enthusiasm for new crop and less than
spectacular demand continued to depress the corn market throughout the quarter.

The Fund suffered losses in currency trading during the quarter, as losses in
Japanese yen overpowered gains in Swiss francs. On a trade-weighted basis, the
Swiss franc ended the quarter at close to a seven-month low, mostly as a result
of the stronger U.S. dollar. In January, the yen had advanced by nearly 35%
against the dollar since early in August, and the Bank of Japan lowered rates to
keep the economy sufficiently liquid so as to allow fiscal spending to restore
some growth to the economy and to drive down the surging yen.

Stock index trading was also unprofitable, as losses were sustained in Hang Seng
and CAC40 positions. Also of note, the Dow Jones Industrial Average closed above
the 10,000 mark for the first time ever at the end of March, setting a record
for the index.

Interest rate trading proved unprofitable for the Fund as well, as losses in
Japanese 10-year government bonds offset gains in 10-year U.S. Treasury notes
and German 10-year bonds. Early in January, the yield on the Japanese government
10-year bond increased to 1.8%, sharply above the record low of 0.695% it
reached on October 7, 1998. This was triggered by the Japanese Trust Fund
Bureau's decision to absorb a smaller share of future issues, leaving the burden
of financing future budget deficits to the private sector.

Losses in aluminum overshadowed slight gains in gold and copper during the first
quarter. In January, burdensome warehouse stocks and questionable demand
prospects weighed on base metals as aluminum fell to a 5-year low and copper
fell to nearly an 11-year low. Major surpluses in both metals were expected,
keeping prices down, and there was no supply side response to weak demand and
lower prices. However, the end of March showed copper and aluminum leading a
surge in base metals as prices recovered from multi-year lows. In precious
metals, gold failed to sustain a rally, and gold's role as a flight to safety
vehicle has clearly been greatly diminished as has its role as a monetary asset.

January 1, 2000 to March 31, 2000

Energy trading was profitable for the quarter due to long crude oil and unleaded
gas positions. Despite the possibility of OPEC increasing oil production by 5%,
crude oil prices continued to rise as such a hike would still leave oil
inventories at levels much below normal during the balance of the year. Prices
began to decline in mid-March as Iran backed down from its position on the point
of "no increase" and again later in the month as OPEC announced a production
increase of 1.716 million barrels per day offsetting some gains from the
previous two months.

In currency trading, the euro declined against the dollar as officials from the
Group of Seven met and failed to express concern about the low levels of the
European currency producing profits for the quarter. Some other contributing
factors to the decline of the euro include the slow pace of microeconomic reform
in Europe, plans for a European withholding tax and the scale of direct
investment flows outside of Europe.

Stock index trading was profitable for the quarter. Positions in IBEX 35
(Milan), DAX German Stock Index and CAC 40 Euro futures resulted in profits for
the Fund. Investor sentiment in Germany has been positive, as German
macroeconomic fundamentals continue to improve and in 2001, consumers will
benefit from a large cut in personal income taxes. The last month of the quarter
sustained profits in the Hong Kong Hang Seng and the S&P 500 as investors
focused more on value stocks.

Agricultural commodity trading produced losses for the quarter. Gains in pork
belly and coffee positions were outweighed by losses in short corn positions
which were due to dry conditions in Argentina, which led to high corn prices.

Metals trading alternated from profitable to unprofitable, however, the sector
ended the quarter with losses. Prices rose during the period in base metals as
concerns over higher interest rates and the decline in stock prices globally
created defensive tones in the market. High aluminum inventories caused prices
to decline on the LME. Late in the quarter, copper prices rose over rumors of
increased demand from China, having an adverse effect on the short positions
held.

Short Eurodollar trading was profitable as the currency continued to decline in
January. The European Union ministers blamed the currency's slide in January on
rapid U.S. growth and fears that the Federal Reserve will increase U.S. interest
rates. These profits were far outweighed by losses in the U.S. 10-year Treasury
note positions and long U.S. Treasury positions as the yield curve fluctuated
widely during the quarter.


                                       9


MLAM'S Cash Management

MLAM invests approximately 80% of the Fund's assets in Government Securities. As
of March 31, 2000 and December 31, 1999, the Fund's MLAM account totalled
approximately $32 million and $40 million, respectively.

As of March 31, 2000 the Fund's MLAM account held the following securities:




                                                                                                             Total
Par Value                 Description                     Rate          Maturity Date                      Fair Value
- ---------                 -----------                     ----          -------------                      ----------
                                                                                
          LONG-TERM
          ---------
3,000,000 Federal National Mortgage Association          5.375%       March 15, 2002                         2,915,400
1,000,000 U.S. Treasury Note                             5.750%       June 30, 2001                            991,641
1,000,000 U.S. Treasury Note                             5.750%       April 30, 2003                           981,172
4,700,000 U.S. Treasury Note                             5.875%       November 15, 2004                      4,617,016
                                                                                                         --------------

                                                                                            Subtotal      $  9,505,229
                                                                                                         --------------
          SHORT-TERM
          ----------
6,656,000 Federal Home Loan Mortgage Corporation         0.000%       April 11, 2000                      $  6,644,019
5,000,000 Federal National Mortgage Association          5.720%       January 9, 2001                        4,962,400
4,000,000 Federal National Mortgage Association          5.625%       March 15, 2001                         3,961,250
  760,000 U.S. Treasury Note                             6.000%       August 15, 2000                          759,644
1,275,000 U.S. Treasury Note                             4.625%       November 30, 2000                      1,261,403
1,300,000 U.S. Treasury Note                             4.500%       September 30, 2000                     1,288,930
2,000,000 U.S. Treasury Note                             4.500%       January 31, 2001                       1,970,469
1,750,000 U.S. Treasury Note                             5.375%       February 15, 2001                      1,735,370
                                                                                                         --------------

                                                                                            Subtotal      $ 22,583,485
                                                                                                         --------------

                                                                                            Total Debt    $ 32,088,714
                                                                                                         ==============



                                       10


As of December 31, 1999, the Fund's MLAM account held the following securities:




                                                                                                             Total
Par Value                 Description                     Rate          Maturity Date                      Fair Value
- ---------                 -----------                     ----          -------------                      ----------
                                                                                
           LONG-TERM
           ---------
5,000,000 Federal National Mortgage Association          5.720%       January 9, 2001                        4,969,250
4,000,000 Federal National Mortgage Association          5.625%       March 15, 2001                         3,965,000
3,000,000 Federal National Mortgage Association          5.375%       March 15, 2002                         2,930,640
2,000,000 U.S. Treasury Note                             4.500%       January 31, 2001                       1,967,031
1,000,000 U.S. Treasury Note                             5.750%       June 30, 2001                            993,906
9,000,000 U.S. Treasury Note                             5.375%       February 15, 2001                      8,925,469
1,000,000 U.S. Treasury Note                             5.750%       April 30, 2003                           982,031
2,500,000 U.S. Treasury Note                             5.875%       November 15, 2004                      2,451,367
                                                                                                         --------------


                                                                                            Subtotal      $ 27,184,694
                                                                                                         --------------
          SHORT-TERM
          ----------
8,710,000 Federal Home Loan Discount Note                0.000%       January 14, 2000                     $ 8,692,580
  112,000 Federal Home Loan Mortgage Corporation         0.000%       January 14, 2000                         111,776
1,000,000 U.S. Treasury Note                             6.000%       August 15, 2000                        1,000,469
1,500,000 U.S. Treasury Note                             4.625%       November 30, 2000                      1,472,687
2,000,000 U.S. Treasury Note                             4.500%       September 30, 2000                     1,977,500
                                                                                                         --------------

                                                                                            Subtotal      $ 13,255,012
                                                                                                         --------------

                                                                                            Total Debt    $ 40,439,706
                                                                                                         ==============




PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            There are no pending legal proceedings to which the Partnership
            or the General Partner is a party.

Item 2.     Changes in Securities and Use of Proceeds

            (a) None.
            (b) None.
            (c) None.
            (d) The Fund has registered with an aggregate price of
                $462,114,000. Through March 31, 2000 the Fund has sold units
                with an aggregate price of $164,506,495.

Item 3.     Defaults Upon Senior Securities

            None.

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

            None.

Item 5.     Other Information

            None.


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Item 6.     Exhibits and Reports on Form 8-K.

              (a)  Exhibits

            There are no exhibits required to be filed with this report.

              (b)  REPORTS ON FORM 8-K

            There were no reports on Form 8-K filed during the first three
            months of fiscal 2000.


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                                   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.



                                  ML PRINCIPAL PROTECTION L.P.
                                  ----------------------------
                                  (formerly ML Principal Protection Plus L.P.)




                             By:  MERRILL LYNCH INVESTMENT PARTNERS INC.
                                           (General Partner)




Date:  May 15, 2000             By /s/ JOHN  R. FRAWLEY, JR.
                                -------------------------
                                John R. Frawley, Jr.
                                Chairman, Chief Executive Officer,
                                President and Director




Date:  May 15, 2000             By /s/ MICHAEL L. PUNGELLO
                                -----------------------
                                Michael L. Pungello
                                Vice President, Chief Financial Officer
                                and Treasurer


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