Exhibit 3.01(i)

            AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                       ML PRINCIPAL PROTECTION PLUS L.P.

     This Amended and Restated Certificate of Limited Partnership of ML
Principal Protection Plus L.P. (the "Partnership"), dated as of the 1st day of
July, 1996, is being duly executed and filed by the undersigned in accordance
with the provisions of 6 Del.C. (S)17-210 to amend and restate the original
Certificate of Limited Partnership of the Partnership, which was filed on
January 3, 1994, with the Secretary of State of the State of Delaware, as
heretofore amended, (the "Certificate"), to form a limited partnership under the
Delaware Revised Uniform Limited Partnership Act (6 Del.C. (S)17-101, et seq.).
The original name of the limited partnership was The SECTOR Strategy Fund/SM/ 
VII L.P.

     The Certificate is hereby amended and restated in its entirety to read as
follows:

     1.  Name.   The name of the limited partnership formed hereby is "ML
Principal Protection L.P."

     2.  Registered Office.   The address of the registered office of the
Partnership in the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

 
     3.  Registered Agent.   The name and address of the registered agent for
service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

     4.  General Partner.   The name and the business address of the sole
general partner of the Partnership is:

         Merrill Lynch Investment Partners Inc.
         Merrill Lynch World Headquarters
         Sixth Floor, South Tower
         World Financial Center
         New York, New York 10080-6106

     IN WITNESS WHEREOF, the undersigned general partner has duly executed this
Amended and Restated Certificate of Limited Partnership as of the date first-
above written

                    Merrill Lynch Investment Partners Inc.
                    General Partner


                    James M. Bernard
                    -------------------------------------
                    James M. Bernard, Chief Financial             
                    Officer, Vice President and Treasurer