UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(x) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 1996

( ) Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-18215

JOHN W. HENRY & CO./MILLBURN L.P.
---------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 06-1287586
------------------------------- ------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

C/O MERRILL LYNCH INVESTMENT PARTNERS INC.
MERRILL LYNCH WORLD HEADQUARTERS
WORLD FINANCIAL CENTER
SOUTH TOWER, 6TH FLOOR, NEW YORK, NY 10080-6106
------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 236-4161
--------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Limited Partnership
-------------------
Units
- -----
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) 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 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. [X]

Aggregate market value of the voting stock held by non-affiliates: the
registrant is a limited partnership and, accordingly, has no voting stock held
by non-affiliates or otherwise.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's "1996 Annual Report and Independent Auditors' Report," the
annual report to security holders for the fiscal year ended December 31, 1996,
is incorporated by reference into Part II, Item 8, and Part IV hereof and filed
as an Exhibit herewith.

ANNUAL REPORT FOR 1996 ON FORM 10-K

Table of Contents
-----------------

PART IPAGE
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Item 1. Business........................................... 1

Item 2. Properties......................................... 7

Item 3. Legal Proceedings.................................. 7

Item 4. Submission of Matters to a Vote of Security Holders 7

PART II
-------
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................ 8

Item 6. Selected Financial Data............................ 8

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 13

Item 8. Financial Statements and Supplementary Data........ 15

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................ 15

PART III
--------
Item 10. Directors and Executive Officers of the Registrant.. 16

Item 11. Executive Compensation.............................. 17

Item 12. Security Ownership of Certain Beneficial Owners and
Management.......................................... 18

Item 13. Certain Relationships and Related Transactions...... 18

PART IV
-------

Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.......................................... 19

PART I

ITEM 1: BUSINESS
--------

(a) General Development of Business:
-------------------------------

John W. Henry & Co./Millburn L.P. (the "Partnership" or the "Fund")
was organized under the Delaware Revised Uniform Limited Partnership Act on
August 29, 1989. The original public offering of units of limited partnership
interest (the "Series A Units") commenced on September 29, 1989, and the
Partnership commenced trading with respect to the Series A Units on January 5,
1990. A reopening of the Partnership through the public offering of Series B
Limited Partnership Units (the "Series B Units") commenced on December 14, 1990.
The Partnership began trading with respect to the Series B Units on January 28,
1991. A reopening of the Partnership through the public offering of Series C
Limited Partnership Units (the "Series C Units") commenced on September 13,
1991. The Partnership began trading with respect to the Series C Units on
January 2, 1992.

The proceeds of each of the three series of Units were each initially
allocated equally among the Partnership's two trading advisors -- Millburn
Ridgefield Corporation ("Millburn") and John W. Henry & Company, Inc. ("JWH")
(collectively, the "Trading Advisors" or the "Advisors"). As of December 31,
1996; 50% and 50% of the Series A Units capital was allocated to Millburn and
JWH, respectively; 50% and 50% of the Series B Units capital; and 50% and 50% of
the Series C Units capital.

Merrill Lynch Investment Partners Inc. (the "General Partner" or
"MLIP") acts as the general partner of the Partnership. Merrill Lynch Futures
Inc. (the "Commodity Broker" or "MLF") is the Partnership's commodity broker.
The General Partner is a wholly-owned subsidiary of Merrill Lynch Group Inc.,
which in turn is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. The
Commodity Broker is an indirect wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. (Merrill Lynch & Co., Inc. and its affiliates are hereinafter sometimes
referred to do "Merrill Lynch").

When the Fund began trading on January 5, 1990, it had an initial
capitalization of $18,182,000. A total of an additional $50,636,000 was invested
in the Fund on January 28, 1991 (when the Series B Units were sold) and an
additional $40,000,000 on January 2, 1992 (when the Series C Units were sold).
Through December 31, 1996, Units with an aggregate Net Asset Value of
$96,968,699 (not including a dividend distribution of $2,345,180 for Series A
Unitholders on November 30, 1990) had been redeemed (including December 31,
1996 redemptions which were not actually paid out until January 1997). As of
December 31, 1996, the aggregate capitalization of the Fund was $60,834,088, the
total capitalization of the Series A, Series B and Series C Units was
$14,237,462, $30,488,078 and $16,108,548, respectively, and the Net Asset Value
per Series A, Series B and Series C Units, originally $100 as of January 5,
1990, January 28, 1991 and January 2, 1992, respectively, had risen to $252.54
(excluding a $20 per Series A Unit distribution paid as of November 30, 1990),
$205.27 and $159.97, respectively. As of December 31, 1996, the Fund had 489
Series A, 1,539 Series B and 791 Series C Limited Partners.

The highest month-end Net Asset Value per Series A Unit through
December 31, 1996 was $255.50 (November, 1996) and the lowest $100.31 (May,
1990); the highest month-end Net Asset Value per Series B Unit through December
31, 1996 was $207.63 (November, 1996) and the lowest $91.20 (May, 1992); the
highest month-end Net Asset Value per Series C Unit through December 31, 1996
was $161.74 (November, 1996) and the lowest $75.87 (May, 1992).

(b) Financial Information about Industry Segments:
---------------------------------------------

The Partnership's business constitutes only one segment for financial
reporting purposes, i.e., a speculative "commodity pool."

-1-

GENERAL

The Fund trades in the international futures, options on futures and
forward markets with the objective of achieving significant profits over time.

The Partnership has entered into advisory agreements with each Trading
Advisor (the "Advisory Agreement") with respect to each of the Series A Units,
Series B Units and Series C units and allocated 50% of the initial capital of
each Series to each Trading Advisor. JWH is retained to trade the
Partnership's assets allocated to it in four market sectors -- interest rates,
stock indices, currencies and metals -- pursuant to its Financial and Metals
Program. Millburn is retained to trade the Partnership's assets allocated to it
pursuant to its currency program, which concentrates exclusively on currency
trading, primarily in the interbank market.

One of the objectives of the Fund is to provide diversification to a
limited portion of the risk segment of the Limited Partners' portfolios into an
investment field that has historically often demonstrated a low degree of
performance correlation with traditional stock and bond holdings. Since it
began trading, the Fund's returns have, in fact, frequently been significantly
non-correlated (not, however, negatively correlated) with the United States
stock and bond markets.

The Fund accesses the Trading Advisors not by opening individual
managed accounts with them, but rather through investing in private funds
sponsored by MLIP through which the trading accounts of different MLIP-sponsored
funds managed by the same Advisor and pursuant to the same strategy are
consolidated.

USE OF PROCEEDS AND INTEREST INCOME

General. The Fund's assets are not used to purchase or acquire any
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physical commodity but rather held as security for and to pay the Partnership's
speculative trading losses as well as any expenses and redemptions. The primary
use of the Fund's capital is to permit the Advisors to trade on a speculative
basis in a wide range of different futures, forwards and options on futures
markets on behalf of the Partnership. While being used for this purpose, the
Partnership's assets are also generally available to earn interest, as more
fully described below under "-- Available Assets."

Market Sectors. The Partnership trades in a diversified group of
--------------
markets under the direction of its two independent Advisors. These Advisors
can, and do, from time to time materially alter the allocation of their overall
trading commitments among different market sectors. Except in the case of
certain trading programs which are purposefully limited in the markets which
they trade, there is essentially no restriction on the commodity interests which
may be traded by any Advisor or the rapidity with which an Advisor may alter its
market sector allocations.

The Fund's financial statements contain information relating to the
market sectors traded by the Fund. There can, however, be no assurance as to
which markets may be included in the Fund's portfolio or as to in which market
sectors the Fund's trading may be concentrated at any one time or over time.

Market Types. The Fund trades on a variety of United States and
------------
foreign futures exchanges. Applicable exchange rules differ significantly among
different countries and exchanges. Substantially all of the Fund's off-exchange
trading takes place in the highly liquid, institutionally based currency forward
markets. The forward markets are generally unregulated, and in its forward
trading the Fund does not deposit margin with respect to its positions. The
Partnership's forward currency trading is executed exclusively through the
Foreign Exchange Service Desk (the "F/X Desk") operated by MLIP and certain of
its affiliates, with MLF as the back-to-back intermediary to the ultimate
counterparties, which include Merrill Lynch Investment Bank ("MLIB") with which
the Advisors trade on behalf of the Fund.

As in the case of its market sector allocations, the Fund's
commitments to different types of markets -- U.S. and non-U.S., regulated and
unregulated -- differ substantially from time to time as well as over time. The
Fund has no policy restricting its relative commitment to any of these different
types of markets.

-2-

The Fund's financial statements contain information relating to the
types of markets traded by the Fund. There can, however, be no assurance as to
in which markets the Fund may trade or the Fund's trading may be concentrated at
any one time or over time.

Custody of Assets. All of the Fund's assets are currently held in
-----------------
customer accounts at Merrill Lynch.

Available Assets. The Fund earns interest, as described below, on its
----------------
"Available Assets," which can be generally described as the cash actually held
by the Fund or invested in short-term Treasury bills. Available Assets are held
primarily in U.S. dollars, and to a lesser extent in foreign currencies, and are
comprised of the following: (a) the Fund's cash balance in the offset accounts
(as described below) -- which includes "open trade equity" (unrealized gains and
losses on open positions) on United States futures contracts, which is paid into
or out of the Fund's account on a daily basis; (b) short-term Treasury bills
purchased by the Fund; and (c) the Fund's cash balance in foreign currencies
derived from its trading in non-U.S. dollar denominated futures and options
contracts, which includes open trade equity on those exchanges which settle
gains and losses on open positions in such contracts prior to the closing out of
such positions. Available Assets do not include, and the Fund does not earn
interest on, the Fund's gains or losses on its open forward, commodity option
and certain foreign futures positions since such gains or losses are not
collected or paid until such positions are closed out.

The Partnership's Available Assets may be greater than, less than or
equal to the Fund's Net Asset Value (on which the redemption value of the Units
is based) primarily because Net Asset Value reflects all gains and losses on
open positions as well as accrued but unpaid expenses.

The interest income arrangements for the Partnership's U.S. dollar
Available Assets differ from those applicable to its non-U.S. dollar Available
Assets. Interest income, once accrued by the Fund, is subject to the risk of
trading losses.

Interest Earned on the Fund's U.S. Dollar Available Assets. The
----------------------------------------------------------
Fund's U.S. dollar Available Assets are held in cash in offset accounts and in
short-term Treasury bills purchased from dealers unaffiliated with Merrill
Lynch. Offset accounts are non-interest bearing demand deposit accounts
maintained with banks unaffiliated with Merrill Lynch. An integral feature of
the offset arrangements is that the participating banks specifically acknowledge
that the offset accounts are MLF customer accounts, not subject to any Merrill
Lynch liability.

MLF credits the Partnership, as of the end of each month, with
interest at the effective daily 91-day Treasury bill rate on the average daily
U.S. dollar Available Assets held in the offset accounts during such month. The
Fund receives all the interest paid on the short-term Treasury bills in which it
invests.

The use of the offset account arrangements for the Partnership's U.S.
dollar Available Assets may be discontinued by Merrill Lynch whether or not
Merrill Lynch otherwise continues to maintain its offset arrangements. The
offset arrangements are dependent on the banks' continued willingness to make
overnight credits available to Merrill Lynch, which, in turn, is dependent on
the credit standing of ML&Co. If Merrill Lynch were to determine that the
offset arrangements had ceased to be practicable (either because ML&Co. credit
lines at participating banks were exhausted or for any other reason), Merrill
Lynch would thereafter attempt to invest all of the Fund's U.S. dollar Available
Assets to the maximum practicable extent in short-term Treasury bills. All
interest earned on the U.S. dollar Available Assets so invested would be paid to
the Fund, but MLIP would expect the amount of such interest to be less than that
available to the Fund under the offset account arrangements. The remaining U.S.
dollar Available Assets of the Fund would be kept in cash to meet variation
margin payments and pay expenses, but would not earn interest for the Fund.

The banks at which the offset accounts are maintained make available
to Merrill Lynch interest-free overnight credits, loans or overdrafts in the
amount of the Fund's U.S. dollar Available Assets held in the offset accounts,
charging Merrill Lynch a small fee for this service. The economic benefits
derived by Merrill Lynch -- net of the interest credits paid to the Fund and the
fee paid to the offset banks -- from the offset accounts have not exceeded 3/4
of 1% per annum of the Fund's average daily U.S. dollar Available Assets held in
the offset accounts. These revenues to Merrill Lynch are in addition to the
Brokerage Commissions and Administrative Fees paid by the Fund to MLF and MLIP,
respectively.

-3-

Interest Paid by Merrill Lynch on the Fund's Non-U.S. Dollar Available
----------------------------------------------------------------------
Assets. Under the single currency margining system implemented for the
- ------
Partnership, the Partnership itself does not deposit foreign currencies to
margin trading in non-U.S. dollar denominated futures contracts and options. MLF
provides the necessary margin, permitting the Fund to retain the monies which
would otherwise be required for such margin as part of the Fund's U.S. dollar
Available Assets. Consequently, the Fund does not earn interest on foreign
margin deposits. The Fund does, however, earn interest on its non-U.S. dollar
Available Assets. Specifically, the Fund is credited by Merrill Lynch with
interest at the local short-term rate on realized and unrealized gains on non-
U.S. dollar denominated positions for such gains actually held in cash by the
Fund. Merrill Lynch charges the Fund Merrill Lynch's cost of financing realized
and unrealized losses on such positions.

In order to avoid the expense of daily currency conversions, the Fund
holds foreign currency gains and finances foreign currency losses on an interim
basis until converted into U.S. dollars and either paid into or out of the
Fund's U.S. dollar Available Assets. Foreign currency gains or losses on open
positions are not converted into U.S. dollars until the positions are closed.
Assets of the Fund while held in foreign currencies are subject to exchange rate
risk.

Forward Transactions. Spot and forward currency contracts are the
--------------------
only non-exchange traded instruments held by the Fund.

To date, approximately 20% to 30% of the Fund's trades by volume have
been in forward currency contracts, but from time to time the percentage of the
Fund's trading represented by forward currency trades may fall substantially
outside this range. In using the F/X Desk, the Fund trades through MLF.
Because the Fund need not deposit any margin with MLF in respect of the Fund's
forward trading, the Fund's additional risk in trading in such unregulated
markets should be limited to a possible loss of unrealized profits on open
forward positions which a counterparty accessed through MLF would not, in the
event of its bankruptcy, be able to pay to MLF for the account of the Fund.
(MLF would not itself be required to pay such unrealized profits to the Fund if
MLF did not receive such profits from such counterparties.)

Having the Fund (and the other MLF clients using the F/X Desk) trade
through the F/X Desk on the basis of MLF's credit lines permits the F/X Desk to
access a wide range of counterparties without the need of such counterparties
evaluating the individual credit of the Fund (or any other MLF client).

CHARGES

Each of the Series of Units is subject to the same charges. However,
these charges are calculated separately with respect to each Series, each of
which maintains its own Net Asset Value.

PERFORMANCE SUMMARY

Series A Units. During 1994, the Series A Units' average month-end
--------------
Net Asset equaled $12,383,435, and the Series recognized gross trading gains of
$130,786 or 1.06% of such average month-end Net Assets. Brokerage Commissions
of $1,572,088 or 12.70% and Profit Shares of $103,313 or 0.83% of average month-
end Net Assets were paid. Interest income of $414,937 or 3.35% of average month-
end Net Assets resulted in a net loss of $1,129,678 or 9.12% of average month-
end Net Assets, which resulted in a 8.64% decrease in the Net Asset Value per
Unit.

During 1995, the Series A Units' average month-end Net Assets equalled
$13,360,144, and the Series recognized gross trading gains of $5,089,863 or
38.10% of such average month-end Net Assets. Brokerage Commissions of
$1,654,078 or 12.38% and Profit Shares of $168,968 or 1.26% of average month-end
Net Assets were paid. Interest income of $636,781 or 4.77% of average month-end
Net Assets resulted in net income of $3,903,598 or 29.22% of average month-end
Net Assets which resulted in a 34.89% increase in the Net Asset Value per Unit.

During 1996, the Series A Units' average month-end Net Assets equalled
$12,941,058, and the Series recognized gross trading gains of $1,647,329 or
12.73% of such average month-end Net Assets. Brokerage Commissions of
$1,239,114 or 9.58%, Administrative Fees of $26,364 or 0.20% and Profit Shares
of $26,690 or 0.21% of average month-end Net Assets were paid. Interest income
etc. resulted in net income of $2,519,013 or 19.47% of average month-end Net
Assets, which resulted in a 20.09% increase in the Net Asset Value per Unit.

-4-

Series B Units. During 1994, the Series B Units' average month-end
--------------
Net Assets equalled $24,388,421, and the Series recognized gross trading gains
of $368,693 or 1.51% of such average month-end Net Assets. Brokerage
Commissions of $3,760,979 or 15.42% and Profit Shares of $247,361 or 1.01% of
average month-end Net Assets were paid. Interest income of $987,769 or 4.05% of
average month-end Net Assets resulted in a net loss of $2,651,878 or 10.87% of
average month-end Net Assets, which resulted in a 8.43% decrease in the Net
Asset Value per Unit.

During 1995, the Series B Units' average month-end Net Assets equalled
$24,425,858, and the Series recognized gross trading gains of $11,540,056 or
47.25% of such average month-end Net Assets. Brokerage Commissions of
$3,698,343 or 15.14% and Profit Shares of $362,058 or 1.48% of average month-end
Net Assets were paid. Interest income of $1,431,186 or 5.86% of average month-
end Net Assets resulted in net income of $8,910,841 or 36.48% of average month-
end Net Assets, which resulted in a 34.49% increase in the Net Asset Value per
Unit.

During 1996, the Series B Units' average month-end Net Assets equalled
$27,873,607, and the Series recognized gross trading gains of $3,471,941 or
12.46% of such average month-end Net Assets. Brokerage Commissions of
$2,695,105 or 9.67%, Administrative Fees of $57,343 or 0.21% and Profit Shares
of $44,910 or 0.16% of average month-end Net Assets are paid. Interest income
of $920,755 or 3.30% of average month-end Net Assets resulted in net income of
$5,157,739 or 18.50% of average month-end Net Assets, which resulted in a 20.03%
increase in the Net Asset Value per Unit.

Series C Units. During 1994, the Series C Units' average month-end
--------------
Net Assets equalled $18,436,262, and the Series recognized gross trading gains
of $419,381 or 2.27% of such average month-end Net Assets. Brokerage
Commissions of $2,384,202 or 12.93% and Profit Shares of $157,828 or 0.86% of
average month-end Net Assets were paid. Interest income of $596,124 or 3.23% of
average month-end Net Assets resulted in a net loss of $1,526,525 or 8.28% of
average month-end Net Assets, which resulted in a 7.88% decrease in the Net
Asset Value per Unit.

During 1995, the Series C Units' average month-end Net Asset equalled
$16,554,503, and the Series recognized gross trading gains of $6,571,541 or
39.70% of such average month-end Net Assets. Brokerage Commissions of
$2,060,368 or 12.45% and Profit Shares of $198,112 or 1.20% of average month-end
Net Assets were paid. Interest income of $795,417 or 4.80% of average month-end
Net Assets resulted in net income of $5,108,478 or 30.86% of average month-end
Net Assets, which resulted in a 35.08% increase in the Net Asset Value per Unit.

During 1996, the Series C Units' average month-end Net Assets equalled
$15,096,182 and the Series recognized gross trading gains of $1,869,922 or
12.39% of such average month-end Net Assets. Brokerage Commissions of
$1,472,632 or 9.75%, Administrative Fees of $31,332 or 0.21%, and Profit Shares
of $25,868 or 0.17% of average month-end Net Assets were paid. Interest income
of $504,393 or 3.34% of average month-end Net Assets resulted in net income of
$2,707,578 or 17.94% of average month-end Net Assets, which resulted in a 19.54%
increase in the Net Asset Value per Unit.

______________________________

DESCRIPTION OF CURRENT CHARGES

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- ------------------ ---------------------- ------------------------------------------------------------

MLF Brokerage Commissions A flat-rate monthly commission of 0.9792 of 1% of the
Fund's month-end assets (a 11.75% annual rate).

During 1994, 1995 and 1996, the round-turn (each
purchase and sale or sale and purchase of a single futures
contract) equivalent rate of the Fund's flat-rate Brokerage
Commissions was approximately $56, $207 and $143,
respectively. The round-turn rates reflect Brokerage
Commissions at the rate of 11.75% per annum. As of
February 1, 1997, this rate was reduced to 9.50%.

-5-

DESCRIPTION OF CURRENT CHARGES (CONT'D)
---------------------------------------

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- ------------------ ---------------------- ------------------------------------------------------------

MLF Use of Fund assets Merrill Lynch may derive an economic benefit from the
deposit of certain of the Fund's U.S. dollar Available
Assets in offset accounts; such benefit to date has not
exceeded 3/4 of 1% of such average daily U.S. dollar
Available Assets.
MLIP Administrative Fees As of January 1, 1996, the Brokerage Commissions
payable by the Fund were reduced from 12% to 11.75%
annually, and the Fund began to pay MLIP a monthly
Administrative Fee equal to 0.020833 of 1% of the
Fund's month-end assets (0.25% annually). This change
had no economic effect on the Fund. MLIP pays all of the
Fund's routine administrative costs.
MLIB Bid-ask spreads Under MLIP's F/X Desk arrangements, MLIB receives
bid-ask spreads on the forward trades it executes with the
Fund.
Other Bid-ask spreads The counterparties other than MLIB with which the F/X
Counterparties Desk deals also each receive bid-ask spreads on the
forward trades executed with the Fund.

MLIP F/X Desk service fees Under the F/X Desk arrangements, MLIP or another
Merrill Lynch entity receives a service fee equal, at
current exchange rates, to approximately $5.00 to $12.50
on each purchase or sale of each futures contract-
equivalent forward contract executed with counterparties
other than MLIB.

MLIB EFP differentials MLIB or an affiliate receives a differential spread for
exchanging the Fund's spot currency positions (which are
acquired through the F/X Desk, as described above) for
equivalent futures positions.
Trading Advisors Profit Shares Prior to January 1, 1997, quarterly profit shares of 15%
and 20% of any New Trading Profit generated by each
advisor, individually, were paid to JWH and Millburn,
respectively, beginning January 1, 1997, a quarterly
Profit Share of 15% continues to be payable to JWH and
an annual Profit Share of 20% is payable to Millburn, in
each case as of the end of each calendar quarter or year
(as the case may be) and upon redemption of Units. New
Trading Profit is calculated separately in respect of each
Advisor, irrespective of the overall performance of the
Fund. Units may generate New Trading Profit and be
subject to paying Profit Shares even though the Net
Asset Value per Unit has declined below the purchase
price of such Units.

-6-

DESCRIPTION OF CURRENT CHARGES (CONT'D)
---------------------------------------

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- ------------------ ---------------------- ------------------------------------------------------------

MLF; Extraordinary expenses Actual costs incurred; none paid to date, and expected to
Others be negligible.
-------------------------------

REGULATION

The General Partner, the Trading Advisors and the Commodity Broker are
each subject to regulation by the Commodity Futures Trading Commission and the
National Futures Association. Other than in respect of its periodic reporting
requirements, the Partnership itself is generally not subject to regulation by
the Securities and Exchange Commission. However, MLIP itself is registered as
an "investment adviser" under the Investment Advisers Act of 1940.

(i) through (xii) -- not applicable.

(xiii) The Partnership has no employees.

(d) Financial Information about Foreign and Domestic Operations and Export
----------------------------------------------------------------------
Sales:
- -----

The Partnership does not engage in material operations in foreign
countries, nor is a material portion of the Partnership's revenues derived from
customers in foreign countries. The Partnership does, however, trade, from the
United States, on a number of foreign commodity exchanges.

ITEM 2: PROPERTIES
----------

The Partnership does not use any physical properties in the conduct of its
business.

The Partnership's only place of business is the place of business of the
General Partner (see Item 10 herein). The General Partner performs all
administrative services for the Partnership from the General Partner's offices.

ITEM 3: LEGAL PROCEEDINGS
-----------------

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

In September 1996, JWH was named as a co-defendant in class action lawsuits
brought in the California Superior Court, Los Angeles County and in the New York
Supreme Court, New York County. In November, JWH was named as a co-defendant in
a class action complaint filed in Superior Court of the State of Delaware for
Newcastle County that contained the same allegations as the New York and
California complaints. The actions, which seek unspecified damages, purport to
be brought on behalf of investors in certain Dean Witter, Discover & Co. ("Dean
Witter") commodity pools, some of which are advised by JWH, and are primarily
directed at Dean Witter's alleged fraudulent selling practices in connection
with the marketing of those pools. JWH is essentially alleged to have aided and
abetted or directly participated with Dean Witter in those practices. JWH
believes the allegations against it are without merit; it intends to contest
these allegations vigorously, and is convinced that it will be shown to have
acted properly and in the best interest of the investors.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------

The Partnership has never submitted any matters to a vote of its Limited
Partners.

-7-

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------

(a) Market Information:
------------------

There is no established public trading market for the Units, nor will
one develop. Rather, Limited Partners may redeem Units as of the end of each
month at Net Asset Value.

(b) Holders:
-------

As of December 31, 1996, there were 490, 1,540 and 774 holders of the
Series A, B and C Units, respectively, including the General Partner and the
Trading Advisors.

The Partnership has made only one distribution ($20 per Series A Unit
payable as of November 30, 1990) since trading commenced. The General Partner
does not presently intend to make any distributions, but may do so if a series
of Units recognizes substantial profits.

ITEM 6: SELECTED FINANCIAL DATA
-----------------------

The following selected financial data has been derived from the audited
financial statements of the Partnership.

INCOME STATEMENT DATA 1996 1995 1994 1993 1992
- ----------------------------------- ------------ ------------ ------------ ----------- -------------

Revenues:

Trading Profits (Loss):
Realized Gain $ 8,749,410 $23,852,578 $ 3,650,307 $17,886,014 $ 18,957,117
Change in Unrealized Gain (1,760,218) (651,118) (2,731,447) 4,187,590 (23,653,935)
----------- ----------- ----------- ----------- ------------

Total Trading Results 6,989,192 23,201,460 918,860 22,073,604 (4,696,818)

Interest Income 1,842,887 2,863,384 1,998,830 1,847,581 2,317,491
----------- ----------- ----------- ----------- ------------

Total Revenues 8,832,079 26,064,844 2,917,690 23,921,185 (2,379,327)
----------- ----------- ----------- ----------- ------------

Expenses:

Brokerage Commissions 5,406,851 7,412,789 7,717,269 9,559,369 10,532,323
Administrative Fees 115,039 0 0 0 0
Profit Shares 97,468 729,138 508,502 551,684 523,840
----------- ----------- ----------- ----------- ------------

Total Expenses 5,619,358 8,141,927 8,225,771 10,111,053 (11,056,163)
----------- ----------- ----------- ----------- ------------

Income from Investments 7,171,609 0 0 0 0
----------- ----------- ----------- ----------- ------------

Net Income (Loss) $10,384,330 $17,922,917 $(5,308,081) $13,810,132 $(13,435,490)
=========== =========== =========== =========== ============

BALANCE SHEET DATA 1996 1995 1994 1993 1992
- ----------------------------------- ----------- ----------- ----------- ----------- ------------

Fund Net Asset Value $60,834,088 $57,921,834 $53,987,444 $71,749,780 $ 82,863,393
Net Asset Value per Series A Unit $ 252.54 $ 210.29 $ 155.90 $ 170.64 $ 141.44
Net Asset Value per Series B Unit $ 205.27 $ 171.02 $ 127.16 $ 138.87 $ 115.98
Net Asset Value per Series C Unit $ 159.97 $ 133.82 $ 99.07 $ 107.55 $ 92.87*

* The December 31, 1992 Net Asset Value per Series C Unit was $0.83 per Unit
higher than the GAAP Net Asset Value due to the amortization of organization
and offering cost reimbursements.

-8-

MONTH-END NET ASSET VALUE PER SERIES A UNIT
- ------------------------------------------------------------------------------------------------------------------
JAN. FEB. MAR. APR. MAY JUNE JULY AUG. SEPT. OCT. NOV. DEC.
- ------------------------------------------------------------------------------------------------------------------

1992 $142.57 $128.54 $130.12 $117.75 $111.34 $125.75 $143.95 $158.02 $151.50 $143.69 $144.39 $141.44
- ------------------------------------------------------------------------------------------------------------------
1993 $141.54 $154.24 $151.42 $163.78 $166.43 $162.20 $174.85 $162.78 $165.32 $164.26 $164.70 $170.64
- ------------------------------------------------------------------------------------------------------------------
1994 $157.40 $157.52 $171.35 $170.73 $170.55 $182.02 $169.39 $159.71 $163.83 $165.97 $159.74 $155.90
- ------------------------------------------------------------------------------------------------------------------
1995 $146.85 $167.54 $204.80 $214.46 $216.21 $212.68 $207.03 $212.10 $207.87 $208.79 $209.51 $210.29
- ------------------------------------------------------------------------------------------------------------------
1996 $231.67 $209.48 $205.35 $213.42 $204.22 $207.21 $206.87 $201.95 $208.39 $237.92 $255.50 $252.54
- ------------------------------------------------------------------------------------------------------------------

MONTH-END NET ASSET VALUE PER SERIES B UNIT
- ------------------------------------------------------------------------------------------------------------------
JAN. FEB. MAR. APR. MAY JUNE JULY AUG. SEPT. OCT. NOV. DEC.
- ------------------------------------------------------------------------------------------------------------------

1992 $114.45 $104.79 $106.01 $ 96.15 $ 91.20 $103.23 $118.11 $129.56 $124.39 $117.89 $118.48 $115.98
- ------------------------------------------------------------------------------------------------------------------
1993 $116.02 $126.15 $124.04 $134.19 $136.26 $132.74 $142.71 $132.47 $134.45 $133.44 $133.97 $138.87
- ------------------------------------------------------------------------------------------------------------------
1994 $127.89 $128.01 $139.63 $139.06 $138.76 $148.27 $138.03 $130.06 $133.43 $135.47 $130.31 $127.16
- ------------------------------------------------------------------------------------------------------------------
1995 $119.62 $136.63 $166.77 $174.39 $175.54 $172.89 $168.13 $172.70 $169.17 $169.98 $170.50 $171.02
- ------------------------------------------------------------------------------------------------------------------
1996 $188.93 $171.14 $167.47 $173.94 $166.31 $168.64 $168.41 $164.21 $169.49 $193.51 $207.63 $205.27
- ------------------------------------------------------------------------------------------------------------------

MONTH-END NET ASSET VALUE PER SERIES C UNIT
- -------------------------------------------------------------------------------------------------------------------
JAN. FEB. MAR. APR. MAY JUNE JULY AUG. SEPT. OCT. NOV. DEC.
- -------------------------------------------------------------------------------------------------------------------

1992 $ 92.41 $ 85.30 $ 86.02 $ 79.31 $ 75.87 $ 85.03 $ 95.51 $103.93 $100.18 $ 94.88 $ 95.63 $93.70**
- -------------------------------------------------------------------------------------------------------------------
1993 $ 94.01 $101.04 $ 99.03 $106.07 $106.98 $104.11 $110.95 $102.99 $104.71 $103.70 $103.95 $ 107.55
- -------------------------------------------------------------------------------------------------------------------
1994 $ 98.97 $ 99.10 $108.21 $107.82 $107.43 $115.26 $107.13 $100.81 $103.66 $105.30 $101.41 $ 99.07
- -------------------------------------------------------------------------------------------------------------------
1995 $ 93.13 $106.27 $129.98 $135.87 $136.83 $134.85 $131.16 $134.97 $132.39 $133.17 $133.60 $ 133.82
- -------------------------------------------------------------------------------------------------------------------
1996 $147.90 $133.80 $130.88 $135.93 $129.91 $131.79 $131.69 $128.12 $132.22 $150.96 $161.74 $ 159.97
- -------------------------------------------------------------------------------------------------------------------

** The December 31, 1992 Net Asset Value per Series C Unit was $0.83 per Unit
higher than the GAAP Net Asset Value due to the amortization of organization
and offering cost reimbursements.

Pursuant to CFTC policy, monthly performance is presented from January 1, 1992
even though the Series A and B Units were outstanding prior to such date.

-9-

JOHN W. HENRY & CO./MILLBURN L.P.
(SERIES A UNITS)
DECEMBER 31, 1996

Type of Pool: Selected-Advisor/Publicly-Offered/Non-"Principal Protected"/(1)/
Inception of Trading: January 5, 1990
Aggregate Subscriptions: $18,182,000
Current Capitalization: $14,237,462
Worst Monthly Drawdown/(2)/: (15.99)% (1/92)
Worst Peak-to-Valley Drawdown/(3)/: (34.40)% (1/92 - 5/92)
_____________

Net Asset Value per Series A Unit, December 31, 1996: $252.54

MONTHLY RATES OF RETURN/(4)/
- ------------------------------------------------------------
MONTH 1996 1995 1994 1993 1992
- ------------------------------------------------------------

January 10.17% (5.81)% (7.76)% 0.07% (15.99)%
- ------------------------------------------------------------
February (9.58) 14.09 0.08 8.97 (9.84)
- ------------------------------------------------------------
March (1.97) 22.24 8.78 (1.82) 1.22
- ------------------------------------------------------------
April 3.93 4.72 (0.36) 8.16 (9.51)
- ------------------------------------------------------------
May (4.31) 0.81 (0.11) 1.62 (5.44)
- ------------------------------------------------------------
June 1.46 (1.63) 6.73 (2.54) 12.95
- ------------------------------------------------------------
July (0.17) (2.66) (6.94) 7.79 14.47
- ------------------------------------------------------------
August (2.38) 2.45 (5.72) (6.90) 9.78
- ------------------------------------------------------------
September 3.19 (1.99) 2.58 1.56 (4.13)
- ------------------------------------------------------------
October 14.17 0.45 1.31 (0.64) (5.15)
- ------------------------------------------------------------
November 7.39 0.34 (3.75) 0.26 0.49
- ------------------------------------------------------------
December (1.16) 0.38 (2.41) 3.61 (2.04)
- ------------------------------------------------------------
Compound Annual 20.09% 34.89% (8.64)% 20.64% (16.65)%
Rate of Return
- ------------------------------------------------------------

(1) Pursuant to applicable CFTC regulations, a "Multi-Advisor" fund
is defined as one that allocates no more than 25% of its trading assets to any
single manager. As the Fund allocates over 25% of its assets to each of JWH and
Millburn, it is referred to as a "Selected-Advisor" fund. Certain funds,
including funds sponsored by MLIP, are structured so as to guarantee to
investors that their investment will be worth no less than a specified amount
(typically, the initial purchase price) as of a date certain after the date of
investment. The CFTC refers to such funds as "principal protected." The
Partnership has no such feature.

(2) Worst Monthly Drawdown represents the largest negative Monthly
Rate of Return experienced since January 1, 1992 by the Series; a drawdown is
measured on the basis of month-end Net Asset Value only, and does not reflect
intra-month figures.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage
decline since January 1, 1992 from a month-end cumulative Monthly Rate of Return
without such cumulative Monthly Rate of Return being equaled or exceeded as of a
subsequent month-end. For example, if the Monthly Rate of Return was (1)% in
each of January and February, 1% in March and (2)% in April, the Peak-to-Valley
Drawdown would still be continuing at the end of April in the amount of
approximately (3)%, whereas if the Monthly Rate of Return had been approximately
3% in March, the Peak-to-Valley Drawdown would have ended as of the end of
February at approximately the (2)% level.

(4) Monthly Rate of Return is the net performance of the Series
during the month of determination (including interest income and after all
expenses have been accrued or paid) divided by the total equity of the Series as
of the beginning of such month.

-10-

JOHN W. HENRY & CO./MILLBURN L.P.
(SERIES B UNITS)
DECEMBER 31, 1996

Type of Pool: Selected-Advisor/Publicly-Offered/Non-"Principal Protected"/(1)/
Inception of Trading: January 28, 1991
Aggregate Subscriptions: $50,636,000
Current Capitalization: $30,488,078
Worst Monthly Drawdown/(2)/: (15.01)% (1/92)
Worst Peak-to-Valley Drawdown/(3)/: (32.28)% (1/92 - 5/92)
_____________

Net Asset Value per Series B Unit, December 31, 1996: $205.27

MONTHLY RATES OF RETURN/(4)/
- ------------------------------------------------------------
MONTH 1996 1995 1994 1993 1992
- ------------------------------------------------------------

January 10.47% (5.93)% (7.91)% 0.04% (15.01)%
- ------------------------------------------------------------
February (9.41) 14.22 0.09 8.73 (8.44)
- ------------------------------------------------------------
March (2.14) 22.06 9.08 (1.68) 1.16
- ------------------------------------------------------------
April 3.86 4.57 (0.41) 8.18 (9.30)
- ------------------------------------------------------------
May (4.38) 0.66 (0.22) 1.54 (5.15)
- ------------------------------------------------------------
June 1.40 (1.52) 6.85 (2.58) 13.19
- ------------------------------------------------------------
July (0.14) (2.75) (6.90) 7.51 14.42
- ------------------------------------------------------------
August (2.49) 2.71 (5.77) (7.17) 9.69
- ------------------------------------------------------------
September 3.22 (2.04) 2.59 1.49 (3.99)
- ------------------------------------------------------------
October 14.17 0.48 1.53 (0.75) (5.23)
- ------------------------------------------------------------
November 7.30 0.31 (3.81) 0.40 0.50
- ------------------------------------------------------------
December (1.14) 0.31 (2.42) 3.65 (2.11)
- ------------------------------------------------------------
Compound Annual 20.03% 34.49% (8.43)% 19.74% (13.88)%
Rate of Return
- ------------------------------------------------------------

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage
decline since January 1, 1992 from a month-end cumulative Monthly Rate of
Return without such cumulative Monthly Rate of Return being equaled or exceeded
as of a subsequent month-end. For example, if the Monthly Rate of Return was
(1)% in each of January and February, 1% in March and (2)% in April, the
Peak-to-Valley Drawdown would still be continuing at the end of April in the
amount of approximately (3)%, whereas if the Monthly Rate of Return had been
approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of
the end of February at approximately the (2)% level.

-11-

JOHN W. HENRY & CO./MILLBURN L.P.
(SERIES C UNITS)
DECEMBER 31, 1996

Type of Pool: Selected-Advisor/Publicly-Offered/Non-"Principal Protected"/(1)/
Inception of Trading: January 2, 1992
Aggregate Subscriptions: $40,000,000
Current Capitalization: $16,108,548
Worst Monthly Drawdown/(2)/: (9.54)% (2/96)
Worst Peak-to-Valley Drawdown/(3)/: (24.13)% (1/92-5/92)
_____________

Net Asset Value per Series C Unit, December 31, 1996: $159.97

MONTHLY RATES OF RETURN/(4)/
- -----------------------------------------------------------
MONTH 1996 1995 1994 1993 1992
- -----------------------------------------------------------

January 10.52% (6.00)% (7.97)% 0.33% (7.59)%
- -----------------------------------------------------------
February (9.54) 14.12 0.13 7.47 (7.69)
- -----------------------------------------------------------
March (2.18) 22.31 9.19 (1.99) 0.84
- -----------------------------------------------------------
April 3.86 4.53 (0.36) 7.11 (7.79)
- -----------------------------------------------------------
May (4.43) 0.70 (0.36) 0.85 (4.35)
- -----------------------------------------------------------
June 1.45 (1.44) 7.28 (2.68) 12.08
- -----------------------------------------------------------
July (0.08) (2.74) (7.05) 6.57 12.33
- -----------------------------------------------------------
August (2.71) 2.90 (5.90) (7.17) 8.82
- -----------------------------------------------------------
September 3.21 (1.91) 2.83 1.66 (3.61)
- -----------------------------------------------------------
October 14.17 0.59 1.58 (0.97) (5.92)
- -----------------------------------------------------------
November 7.14 0.32 (3.69) 0.24 0.79
- -----------------------------------------------------------
December (1.09) 0.17 (2.31) 3.46 (2.02)
- -----------------------------------------------------------
Compound Annual 19.54% 35.08% (7.88)% 14.78% (6.30)%
Rate of Return
- -----------------------------------------------------------

(1) Pursuant to applicable CFTC regulations, a "Multi-Advisor" fund is
defined as one that allocates no more than 25% of its trading assets to any
single manager. As the Fund allocates approximately 50% of its assets to each of
JWH and Millburn, it is referred to as a "Selected-Advisor" fund. Certain funds,
including funds sponsored by MLIP, are structured so as to guarantee to
investors that their investment will be worth no less than a specified amount
(typically, the initial purchase price) as of a date certain after the date of
investment. The CFTC refers to such funds as "principal protected." The
Partnership has no such feature.

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage
decline since January 1, 1992 from a month-end cumulative Monthly Rate of
Return without such cumulative Monthly Rate of Return being equaled or exceeded
as of a subsequent month-end. For example, if the Monthly Rate of Return was
(1)% in each of January and February, 1% in March and (2)% in April, the Peak-
to-Valley Drawdown would still be continuing at the end of April in the amount
of approximately (3)%, whereas if the Monthly Rate of Return had been
approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of
the end of February at approximately the (2)% level.

-12-

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------

OPERATIONAL OVERVIEW

The Fund's results of operations depend on the Advisors' ability to
trade profitably. The Advisors' trading methods, are confidential, so that
substantially the only available information relevant to the Fund's results of
operations is its actual performance record to date. However, because of the
speculative nature of its trading, the Fund's past performance is not
necessarily indicative of its future results.

RESULTS OF OPERATIONS

General. MLIP believes that managed futures funds should be
-------
regarded as medium- to long-term (i.e., three to five year) investments, but
it is difficult to identify trends in the Fund's operations and virtually
impossible to make any predictions regarding future results based on the results
to date. An investment in the Fund may be less successful over a longer than a
shorter period.

Markets with sustained price trends tend to be more favorable to
managed futures investments than whipsaw, choppy markets, but (i) this is not
always the case, (ii) it is impossible to predict when price trends will occur
and (iii) JWH and Millburn are affected differently by trending markets as
well as by particular types of trends.

MLIP attempts to control credit risk in the Fund's futures, forward
and options trading (the Fund does not trade derivatives other than futures
and forward contracts and options thereon) by trading only through MLF. MLF
acts solely as a broker or counterparty to the Fund's trades; it does not
advise with respect to, or direct, any such trading.

MLIP relies principally on JWH's and Millburn's respective risk
management policies and strategies to control the market risk inherent in the
Fund's trading. MLIP reviews the positions acquired by each of the Advisors on
a daily basis in an effort to determine whether such policies and strategies
are being followed and whether the overall positions of the Fund may have
become what MLIP analyzes as being excessively concentrated in a limited number
of markets -- in which case MLIP may discuss the possibility of rebalancing or
deleveraging the Fund's portfolio with JWH, Millburn or both. To date,
however, MLIP has only intervened once to request any rebalancing or
deleveraging of either Advisor's trading (JWH deleveraged its trading at the
request of MLIP from May 1992 through August 1992).

MLIP may consider making distributions to investors under certain
circumstances (for example, if substantial profits are recognized). MLIP
caused the Fund to make a $20 distribution on each Series A Unit as of November
30, 1990. This is the only distribution made to date.

PERFORMANCE SUMMARY

1994

1994 was characterized by relatively quiet markets without many major
price trends. United States interest rates generally declined during the period,
and as they did, so did the U.S. dollar as compared to the Deutschemark and
certain other major currencies.

1995

In 1995, prevailing price trends in several key markets enabled the
Advisors to trade profitably for the Fund. Although trading in many of the
traditional commodity markets may have been lackluster, the currency and
financial markets offered exceptional trading conditions. After months
characterized by very difficult trading environments, solid price trends across
many markets (including U.S. Treasury and non-dollar bond markets) began to
emerge during the first quarter of 1995. In the second quarter, market
volatility once again began to affect trading, as many previously strong price
trends began to weaken and, in some cases, reverse. The U.S. dollar hit new lows
versus the Japanese yen and Deutschemark before rebounding sharply. In addition,
there were strong indications that the U.S. economy was slowing which, when
coupled with a failure of the German Central Bank to lower interest rates,
stalled a rally in the German bond market. During

-13-

the third quarter, there was a correction in U.S. bond prices after several
months of a strong uptrend. Despite exposure to the global interest-rate
markets, the Fund's long positions in Treasury bonds had a negative impact on
the Fund. Throughout August and into September, the U.S. dollar rallied sharply
against the Japanese yen and the Deutschemark as a result of the coordinated
intervention by major central banks and widespread recognition of the growing
banking crisis in Japan. Despite continued price volatility during the final
quarter of 1995, the Trading Advisors were able to identify several trends in
key markets. U.S. Treasury bond prices continued their strong move upward
throughout November, due both to weak economic data and optimism on federal
budget talks. As the year ended, the yield on the 30-year Treasury bond was
pushed to its lowest level in more than two years.

1996

1996 began with the East Coast blizzard, continuing difficulties in federal
budget talks and an economic slowdown having a negative impact on many markets.
The Fund was profitable in January due to strong profits in currency trading as
the U.S. dollar reached a 23-month high against the Japanese yen. In February,
however, the Fund incurred a significant loss due to the sudden reversals in
several strong price trends and considerable volatility in the currency and
financial markets. During March, large profits were taken in the crude oil and
gasoline markets as strong demand continued and talks between the United Nations
and Iraq were suspended. This trend continued into the second quarter, during
which strong gains were also recognized in the agricultural markets as a
combination of drought and excessive rain drove wheat and grain prices to
historic highs. In the late summer and early fall months, the Fund continued to
trade profitably as trending prices in a number of key markets favorably
impacted the Fund's performance. In September heating oil hit a five-year high
on soaring prices in Europe, and the Fund was also able to capitalize on
downward trends in the metals markets. Strong trends in the currency and global
bond markets produced significant gains in October and November, but the year
ended with declining performance as December witnessed the reversal of several
strong upward trends and increased volatility in key markets.

PERFORMANCE OVERVIEW

The principal variables which determine the net performance of the
Partnership are profitability and interest income. During all periods set forth
under "Selected Financial Data," the interest rates in many countries were at
unusually low levels. This negatively impacted revenues because interest income
is typically a major component of commodity pool profitability. In addition,
low interest rates are frequently associated with reduced fixed-income market
volatility, and in static markets the Fund's profit potential generally tends to
be diminished. On the other hand, during periods of higher interest rates, the
relative attractiveness of a high risk investment such as the Partnership may be
reduced as compared to high yielding and much lower risk fixed-income
investments.

The Partnership's Brokerage Commissions and Administrative Fees are a
constant percentage of assets charge. The only Fund costs (other than the
insignificant F/X Desk service fees and EFP differentials as well as bid-ask
spreads on forward contracts) which are not based on a percentage of the Fund's
assets are the Profit Shares payable to each of JWH and Millburn based on their
individual performance. During periods when Profit Shares are a high percentage
of net trading gains, it is likely that there has been substantial performance
non-correlation between the Advisors (so that the total Profit Shares paid to
the Advisor which has traded profitably are a high percentage, or perhaps even
in excess, of the total profits recognized, as the other Advisor has incurred
offsetting losses, reducing overall trading gains but not the Profit Shares paid
to the successful Advisor).

The events that primarily determine the Fund's profitability are those that
produce sustained and major price movements. The Advisors are generally more
likely to be able to profit from sustained trends, irrespective of their
direction, than from static markets. During the course of the Partnership's
performance to date, such events have ranged from Federal Reserve Board
reductions in interest rates, the apparent refusal of Iraq to arrive at a
settlement which would permit it to sell oil internationally, the inability of
the U.S. government to agree upon a federal budget and a combination of drought
and excessive rain negatively impacting U.S. agricultural harvesting as well as
planting. While these events are representative of the type of circumstances
which materially affect the Fund, the specific events which will do so in the
future cannot be predicted or identified.

-14-

Unlike many investment fields, there is no meaningful distinction in the
operation of the Fund between realized and unrealized profits. Most of the
contracts traded by the Fund are highly liquid and can be closed out at any
time. Furthermore, the profits on many open positions are effectively realized
on a daily basis through the payment of variation margin.

Except in unusual circumstances, factors such as regulatory approvals, cost
of goods sold, employee relations and the like which often materially affect an
operating business have virtually no impact on the Fund.

LIQUIDITY AND CAPITAL RESOURCES

The Fund's costs are generally proportional to its asset base, and, within
broad ranges of capitalization, the Advisors' trading positions (and the
resulting gains and losses) should increase or decrease in approximate
proportion to the size of the Fund account managed by each of them,
respectively.

Inflation per se is not a significant factor in the Fund's profitability,
although inflationary cycles can give rise to the type of major price movements
that can have a materially favorable or adverse impact on the Fund's
performance.

In its trading to date, the Fund has from time to time had substantial
unrealized gains and losses on its open positions. These gains or losses are
received or paid on a periodic basis as part of the routine clearing cycle on
exchanges or in the over-the-counter markets (the only over-the-counter market
in which the Fund trades is the inter-bank forward market in currencies). In
highly unusual circumstances, market illiquidity could make it difficult for
certain Advisors to close out open positions, and any such illiquidity could
expose the Fund to significant losses, or cause it to be unable to recognize
unrealized gains. However, in general, there is no meaningful difference
between the Fund's realized and unrealized gains.

In terms of cash flow, it makes little difference whether a market position
remains open (so that the profit or loss on such positions remains unrealized),
as cash settlement of unrealized gains and losses occurs periodically whether
or not positions are closed out. The only meaningful difference between
realized and unrealized gains or losses in the case of the Fund is that
unrealized items reflect gains or losses on positions which the Advisors have
determined not to close out (presumably, in the hope of future profits), whereas
realized gains or losses reflect amounts received or paid in respect of
positions no longer being maintained.

The significant variations in the balance sheet line items is primarily due
to the Partnership placing its assets under the management of the Advisors not
through opening managed accounts with them but rather through investing in
private limited liability companies ("Trading LLCs") sponsored by MLIP. On
October 1, 1996 the assets managed by John W. Henry & Co., Inc. were invested in
the ML JWH Financials & Metals Portfolio L.L.C. On December 2, 1996, the assets
managed by the Millburn Ridgefield Corporation were invested in the ML Millburn
Global Diversified L.L.C. As of December 31, 1996, all of the Partnership's
assets formerly held in commodity futures trading accounts were invested in
these two Trading LLCs. Placing assets with an Advisor through investing in a
Trading LLC rather than a managed account has no economic effect on the
Partnership, except to the extent that the Partnership benefits from the Advisor
not having to allocate trades among a number of different accounts (rather than
acquiring a single position for the Trading LLC as a whole).

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------

The financial statements required by this Item are included in Exhibit
13.01.

The supplementary financial information ("selected quarterly financial
data" and "information about oil and gas producing activities") specified by
Item 302 of Regulation S-K is not applicable.

-15-

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

There were no changes in or disagreements with accountants on accounting
and financial disclosure.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------

(a,b) Identification of Directors and Executive Officers:
--------------------------------------------------

As a limited partnership, the Partnership itself has no officers or
directors and is managed by the General Partner. Trading decisions are made by
the Trading Advisors on behalf of the Partnership.

The principal officers of MLIP and their business backgrounds are as
follows.

John R. Frawley, Jr. Chief Executive Officer, President
and Director

James M. Bernard Chief Financial Officer,
Senior Vice President and Treasurer
(through April 14, 1997)

Michael A. Karmelin Chief Financial Officer,
Vice President and Treasurer
(as of April 14, 1997)

Jeffrey F. Chandor Senior Vice President, Director of
Sales, Marketing and Research and
Director
Allen N. Jones Chairman and Director

Steven B. Olgin Vice President, Secretary and Director
of Administration

John R. Frawley, Jr. was born in 1943. Mr. Frawley is Chief Executive
Officer, President and a Director of MLIP as well as Co-Chairman of MLF. He
joined Merrill Lynch, Pierce, Fenner & Smith ("MLPF&S") in 1966 and has served
in various positions, including Retail and Institutional Sales, Manager of New
York Institutional Sales, Director of Institutional Marketing, Senior Vice
President of Merrill Lynch Capital Markets, and Director of International
Institutional Sales. Mr. Frawley holds a Bachelor of Science degree from
Canisius College. Mr. Frawley served on the CFTC's Regulatory Coordination
Advisory Committee from its inception in 1990 through its dissolution in 1994.
Mr. Frawley is currently a member of the CFTC's Financial Products Advisory
Committee. In January 1996, he was re-elected to a one-year term as Chairman of
the Managed Futures Association, the national trade association of the United
States managed futures industry. Mr. Frawley is also a Director of that
organization, and a Director of the Futures Industry Institute. Mr. Frawley
also currently serves on a panel created by the Chicago Mercantile Exchange and
The Board of Trade of the City of Chicago to study cooperative efforts related
to electronic trading, common clearing and the issues regarding a potential
merger.

James M. Bernard was born in 1950. Mr. Bernard was Chief Financial
Officer, Senior Vice President and Treasurer of MLIP. He joined MLF in 1983.
Before that he was the Commodity Controller for Nabisco Brands Inc. from
November 1976 to 1982 and a Supervisor at Ernst & Whinney from 1972 to November
1976. Mr. Bernard is a member of the American Institute of Certified Public
Accountants and holds a Bachelor of Science degree from St. John's University
and a Master of Business Administration degree from Fordham University. Mr.
Bernard left the firm in 1997.

Michael A. Karmelin has been appointed Chief Financial Officer, Vice
President and Treasurer of MLIP. Mr. Karmelin assumed these positions on April
14, 1997, when he completed his tenure as Chief Financial Officer of Merrill
Lynch, Hubbard Inc. ("ML Hubbard"), a sponsor of real estate limited
partnerships. Mr. Karmelin was born in 1947. Mr. Karmelin joined ML Hubbard in
January 1994 as a Vice President. From May 1994 until he joined MLIP, Mr.
Karmelin was the Chief Financial Officer of ML Hubbard, responsible for its
accounting, treasury and tax functions. Prior to joining ML Hubbard, Mr.
Karmelin held several senior financial positions with Merrill Lynch & Co., Inc.
("ML&Co.") and Merrill Lynch, Pierce, Fenner & Smith Incorporated from December
1985 to December 1993, including Vice President/Senior Financial Officer
Corporate Real Estate and Purchasing, Manager Commitment Control/Capital
Budgeting, and Senior Project Manager/Project Analysis. Prior to joining ML&Co.,
Mr. Karmelin was employed at Avco Corporation for 17 years, where he held a
variety of financial positions. Mr. Karmelin holds a B.B.A. degree in Accounting
from Baruch College, C.U.N.Y. and a Master of Business Administration degree in
Corporate Strategy and Finance from New York University. Mr. Karmelin passed the
Certified Public Accountant examination in 1974 and is a member of the Treasury
Management Association, the Institute of Management Accountants and The
Strategic Leadership Forum.

Jeffrey F. Chandor was born in 1942. Mr. Chandor is Senior Vice
President, the Director of Sales, Marketing and Research and a Director of MLIP.
He joined MLPF&S in 1971 and has served as the Product Manager of Equity,
Derivative Products and Mortgage-Backed Securities as well as Managing Director
of International Sales in the United States, and Managing Director of Sales in
Europe. Mr. Chandor holds a Bachelor of Arts degree from Trinity College,
Hartford, Connecticut.

-16-

Allen N. Jones was born in 1942. Mr. Jones is Chairman and a Director
of MLIP. Mr. Jones graduated from the University of Arkansas with a Bachelor of
Science, Business Administration degree in 1964. Since June 1992, Mr. Jones has
held the position of Senior Vice President of MLPF&S. From June 1992 through
February 1994, Mr. Jones was the President and Chief Executive Officer of
Merrill Lynch Insurance Group, Inc. ("MLIG") and remains on the Board of
Directors of MLIG and its subsidiary companies. In February 1994, Mr. Jones
became the Director of Individual Financial Services of the Merrill Lynch
Private Client Group. From January 1992 to June 1992, he held the position of
First Vice President of MLPF&S. From January 1990 to June 1992, he held the
position of District Director of MLPF&S. Before January 1990, he held the
position of Senior Regional Vice President of MLPF&S.

Steven B. Olgin was born in 1960. Mr. Olgin is Vice President,
Secretary and the Director of Administration of MLIP. He joined MLIP in July
1994 and became a Vice President in July 1995. From 1986 until July 1994, Mr.
Olgin was an associate of the law firm of Sidley & Austin. In 1982, Mr. Olgin
graduated from The American University with a Bachelor of Science degree in
Business Administration and a Bachelor of Arts degree in Economics. In 1986, he
received his Juris Doctor degree from The John Marshall Law School. Mr. Olgin
is a member of the Managed Futures Association's Government Relations Committee
and has served as an arbitrator for the NFA.

At its December 1996 Board of Directors meeting, MLIP formed a Finance
Committee composed of representatives of several different operating and
administrative units at Merrill Lynch to oversee the financial controls and
accounting procedures implemented by MLIP. The Finance Committee will meet
periodically to review MLIP's financial reporting, monitoring and record
keeping, as well as all proposed changes -- other than the selection of Advisors
- -- affecting the operations of the Fund.

As of December 31, 1996, the principals of MLIP had no investment in
the Fund, and MLIP's general partnership interest was valued at $832,769.

MLIP acts as general partner to thirteen public futures funds whose
units of limited partnership interest are registered under the Securities
Exchange Act of 1934: The Futures Expansion Fund Limited Partnership, The
Growth and Guarantee Fund L.P., ML Futures Investments L.P., ML Futures
Investments II L.P. , The S.E.C.T.O.R. Strategy Fund L.P., The SECTOR Strategy
Fund II L.P., The SECTOR Strategy Fund IV L.P., The SECTOR Strategy Fund V
L.P., The SECTOR Strategy Fund VI L.P., ML Global Horizons L.P., ML Principal
Protection L.P. (formerly, ML Principal Protection Plus L.P.), ML JWH Strategic
Allocation Fund L.P. and the Fund. Because MLIP serves as the sole general
partner of each of these funds, the officers and directors of MLIP effectively
manage them as officers and directors of such funds.

None.

(d) Family Relationships:
--------------------

None.

(e) Business Experience:
-------------------

See Item 10(a)(b) above.

(f) Involvement in Certain Legal Proceedings:
----------------------------------------

None.

(g) Promoters and Control Persons:
-----------------------------

The General Partner is the sole promoter and controlling
person of the Partnership.

-17-

ITEM 11: EXECUTIVE COMPENSATION
----------------------

The officers of the General Partner are remunerated in their
respective positions. The Partnership does not itself have any officers,
directors or employees. The Partnership pays Brokerage Commissions to an
affiliate of the General Partner and Administrative Fees to the General Partner.
The General Partner or its affiliates also may receive certain economic benefits
from holding the Fund's dollar Available Assets in offset accounts, as described
in Item 1(c) above. The directors and officers receive no "other compensation"
from the Partnership, and the directors receive no compensation for serving as
directors of the General Partner. There are no compensation plans or
arrangements relating to a change in control of either the Partnership or the
General Partner.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners:
-----------------------------------------------

As of December 31, 1996, no person or "group" is known to be or have
been the beneficial owner of more than five percent of the Units. All of the
Partnership's units of general partnership interest are owned by the General
Partner.

(b) Security Ownership of Management:
--------------------------------

As of December 31, 1996, each Trading Advisor owned 515 Series A
Units, 500 Series B Units and 1,439 Series C Units and the General Partner owned
780 Series A Units, 1,976 Series B Units and 1,439 Series C Units (unit-
equivalent general partnership interests) which was less than 3%, 2% and 3% of
the total Units outstanding, respectively.

None.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

(a) Transactions with Management and Others:
---------------------------------------

The General Partner acts as administrative and trading manager of the
Fund. The General Partner provides all normal ongoing administrative functions
of the Partnership, such as accounting, legal and printing services. The
General Partner, which receives the Administrative Fees, pays all expenses
relating to such services.

(b) Certain Business Relationships:
------------------------------

MLF, an affiliate of the General Partner, acts as the
principal commodity broker for the Partnership.

In 1996 the Partnership paid: (i) Brokerage Commissions of $5,406,851
to the Commodity Broker, which included $1,828,360 in consulting fees paid by
the Commodity Broker to the Trading Advisors; and (ii) Administrative Fees of
$115,039 to MLIP. In addition, MLIP and its affiliates may have derived certain
economic benefits from maintaining a portion of the Fund's assets in "offset
accounts," as described under Item 1(c), "Narrative Description of Business --
Use of Proceeds and Interest Income -- Interest Earned on the Fund's U.S. Dollar
Available Assets" and Item 11, "Executive Compensation" herein.

See Item 1(c), "Narrative Description of Business -- Charges" and "--
Description of Current Changes" for a discussion of other business dealings
between MLIP affiliates and the Partnership.

The Partnership is prohibited from making any loans, to
management or otherwise.

-18-

(d) Transactions with Promoters:
---------------------------

Not applicable.

PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------

(a)1. Financial Statements: Page
--------------------- ----

Independent Auditors' Report 1

Statements of Financial Condition as of December 31,
1996 and 1995 2

For the years ended December 31, 1996, 1995 and 1994:
Statements of Operations 3
Statements of Changes in Partners' Capital 4

Notes to Financial Statements 5-14

(a)2. Financial Statement Schedules:
-----------------------------

Financial statement schedules not included in this Form 10-K have been
omitted for the reason that they are not required or are not applicable or that
equivalent information has been included in the financial statements or notes
thereto.

(a)3. Exhibits:
--------

The following exhibits are incorporated by reference or are filed
herewith to this Annual Report on Form 10-K:

Designation Description
- ----------- -----------

3.01(ii) Amended and Restated Limited Partnership Agreement of the
Partnership.

Exhibit 3.01(ii): Is incorporated herein by reference from Exhibit 3.01(ii)
- ---------------- contained in Amendment No. 1 (as Exhibit A) to the
Registration Statement (File No. 33-41373) filed on August
20, 1991, on Form S-1 under the Securities Act of 1933 (the
"Registrant's Registration Statement").

3.02(c) Amended and Restated Certificate of Limited Partnership of
the Partnership, dated July 27, 1995.

Exhibit 3.02(c): Is incorporated by reference from Exhibit 3.02(c) contained
- --------------- in the Registrant's report on Form 10-Q for the Quarter
Ended June 30, 1995.

10.01(o) Form of Advisory Agreement between the Partnership, Merrill
Lynch Investment Partners Inc., Merrill Lynch Futures Inc.
and each of John W. Henry & Company, Inc. and Millburn
Ridgefield Corporation.

Exhibit 10.01(o): Is incorporated by reference from Exhibit 10.01(o)
- ---------------- contained in the Registrant's report on Form 10-Q for the
Quarter Ended June 30, 1995.

-19-

10.02(a) Form of Consulting Agreement between each trading
advisor, the Partnership and Merrill Lynch Futures Inc.

Exhibit 10.02(a): Is incorporated herein by reference from Exhibit 10.02(a)
- ---------------- contained in Amendment No. 1 to the Registration Statement
(File No. 33-30096) dated as of September 21, 1989, on Form
S-1 under the Securities Act of 1933.

10.03 Form of Customer Agreement between the Partnership and
Merrill Lynch Futures Inc.

Exhibit 10.03: Is incorporated herein by reference from Exhibit 10.03
- ------------- contained in the Registrant's Registration Statement.

10.06 Foreign Exchange Desk Service Agreement, dated July 1, 1993
among Merrill Lynch Investment Bank, Merrill Lynch
Investment Partners Inc., Merrill Lynch Futures Inc. and
the Fund.

Exhibit 10.06: Is filed herewith.
- -------------

10.07(a) Form of Advisor y and Consulti ng Agreem ent Amend ment
among Merrill Lynch Investm ent Partners Inc., each
Advisor, the Fund and Merrill Lynch Futures.

Exhibit 10.07(a): Is filed herewith.
- ----------------

10.07(b) Form of Amendment to the Customer Agreement among the
Partnership and MLF.

Exhibit 10.07(b) Is filed herewith.
- ----------------

13.01 1996 Annual Report and Independent Auditors' Report.

Exhibit 13.01: Is filed herewith.
- -------------

28.01 Prospectus of the Partnership dated September 29, 1989.

Exhibit 28.01: Is incorporated by reference as filed with the Securities
- ------------- and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended, on October 10, 1989.

28.02 Prospectus of the Partnership dated December 14, 1990.

Exhibit 28.02: Is incorporated by reference as filed with the Securities
and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended, on December 20, 1990.

28.03 Prospectus of the Partnership dated September 13, 1991.

Exhibit 28.03: Is incorporated by reference as filed with the Securities
- ------------- and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, Registration Statement on
September 23, 1991.

(b) Report on Form 8-K:
------------------

No reports on Form 8-K were filed during the fourth quarter of 1996.

-20-

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.

JOHN W. HENRY & CO./MILLBURN L.P.

By: MERRILL LYNCH INVESTMENT PARTNERS INC.
General Partner

By: /s/John R. Frawley, Jr.
-----------------------
John R. Frawley, Jr.
President, Chief Executive Officer and Director
(Principal Executive Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed on October 20,1997 by the
following persons on behalf of the Registrant and in the capacities indicated.

Signature Title Date
- ------------------------- -------------------------------------------------- ----------------

/s/John R. Frawley, Jr. President and Chief Executive Officer and Director October 20, 1997
- -------------------------
John R. Frawley, Jr.

/s/Michael A. Karmelin Chief Financial Officer, Vice President October 20, 1997
- -------------------------
Michael A. Karmelin and Treasurer

/s/Jeffrey F. Chandor Senior Vice President and Director of Sales, October 20, 1997
- -------------------------
Jeffrey F. Chandor Marketing and Research, and Director

/s/Allen N. Jones Director October 20, 1997
- -------------------------
Allen N. Jones

(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of Merrill Lynch Investment Partners
Inc.)

MERRILL LYNCH INVESTMENT General Partner of Registrant October 20, 1997
PARTNERS INC.

By: /s/John R. Frawley, Jr.
-----------------------
John R. Frawley, Jr.

-21-

To the best of the knowledge and belief of the
undersigned, the information contained in
this report is accurate and complete.

James M. Bernard
Chief Financial Officer
Merrill Lynch Investment Partners Inc.
General Partner of
JOHN W. HENRY & CO./MILLBURN L.P.

JOHN W. HENRY & CO./MILLBURN L.P.

1996 FORM 10-K/A

INDEX TO EXHIBITS
-----------------

Exhibit
-------

Exhibit 10.06 Foreign Exchange Desk Service Agreement, dated July 1, 1993
among Merrill Lynch Investment Bank, Merrill Lynch Investment
Partners Inc., Merrill Lynch Futures Inc. and the Fund

Exhibit 10.07(a) Form of Advisory and Consulting Agreement Amendment by and
among Merrill Lynch Investment Partners Inc., each Advisor,
the Fund and Merrill Lynch Futures Inc.

Exhibit 10.07(b) Form of Amendment to the Customer Agreement among the
Partnership and MLF

Exhibit 13.01 1996 Annual Report and Independent Auditors' Report

Exhibit 13.01(a) 1996 ML JWH Financial and Metals Portfolio L.L.C. Annual
Report and Independent Auditors' Report

Exhibit 13.01(b) 1996 ML Millburn Global L.L.C. Annual Report and Independent
Auditors' Report