EXHIBIT 23.02



INDEPENDENT AUDITORS' CONSENT



We consent to the use in this Post-Effective Amendment No. 1 to the Registration
Statement No. 333-7593 of ML Principal Protection L.P. (formerly, ML Principal
Protection Plus L.P.) on Form S-1 of our report dated January 26, 1996 relating
to the consolidated financial statements of ML Principal Protection L.P. and of
our report dated January 26, 1996 relating to the balance sheet of Merrill Lynch
Investment Partners Inc. (formerly, ML Futures Investment Partners Inc.),
appearing in the Prospectus, which is a part of such Registration Statement, and
to the reference to us under the headings "Selected Financial Data" and
"Experts" in such Prospectus.



DELOITTE & TOUCHE LLP

January 28, 1997
New York, New York