ML PRINCIPAL PROTECTION L.P.
(formerly, ML Principal Protection Plus L.P.)
SERIES L UNITS
PROSPECTUS SUPPLEMENT DATED MAY 15, 1997
TO
PROSPECTUS DATED April 4, 1997
____________________
The Series L Units will be sold on or about July 1, 1997 pursuant
to acceptable subscriptions received on or before June 30, 1997. The
Principal Assurance Date for the Series L Units will be June 30, 2002.
Series L Units are offered at $100 per Unit ($97 in the case of
officers and employees of Merrill Lynch & Co., Inc. and its affiliates). The
minimum initial investment is 50 Units ($5,000); the minimum investment for
existing Limited Partners is 10 Units ($1,000). Any greater number of whole
Units may be purchased.
75% of the capital attributable to Series L Units will initially be
committed to trading.
No distributions are presently intended to be made on the Series L
Units.
The Series L Units may be redeemed as of the end of any calendar month
at Net Asset Value, subject to a 3% redemption charge payable to Merrill Lynch
Investment Partners Inc. ("MLIP") on redemptions made on or prior to
June 30, 1998.
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The reverse side of this Prospectus Supplement provides certain
outline information regarding the current Advisors used by ML Principal
Protection L.P. (the "Fund").
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IN ADDITION TO THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS MUST BE ACCOMPANIED
BY SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT
WITHIN 60 CALENDAR DAYS
_________________________
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS
OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Selling Agent
Merrill Lynch Investment Partners Inc.
General Partner
ML PRINCIPAL PROTECTION L.P.
(formerly, ML Principal Protection Plus L.P.)
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As of April 1, 1997, the Net Asset Value of a Series A Unit initially
issued for $100 as of October 12, 1994 had risen to $126.69 (adding back to Net
Asset Value aggregate distributions of $12.00 per Series A Unit).
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The allocation of the Fund's trading assets (75% of the capital initially
attributable to each series of Units sold pursuant to this Prospectus Supplement
and thereafter) among its core Advisors as of April 1, 1997 is set forth below
in the parentheses following each core Advisor's name. The accompanying
Prospectus includes more detailed information concerning the core Advisors.
See "The Advisors" and "The Core Advisors" in the Prospectus. Core Advisors are
Advisors allocated 10% or more of the Fund's trading assets for management. Non-
core Advisors are each allocated less than 10% of the Fund's assets for
management. The particular percentage allocations to the non-core Advisors are
not identified because, among other things, these allocations are subject to
frequent changes both due to the effects of differential performance and to
Merrill Lynch Investment Partners Inc. reallocating the Fund's traded assets
among such Advisors.
Annualized Assets Under
Worst/Best Standard Management General
Monthly Deviation In Strategy
Core Advisors Rate of Return/1/ of Return/2/ Fund Program/3/ Classification/4/
--------------------- ------------ --------------- -----------------
Chesapeake Capital Corporation (10.98)% / 15.99% 17.8% $914 million Technical;
Diversified Trading Program(19%) trend-following
John W. Henry & Company, Inc. (27.7)/5/ / 25.5% 25.7% $1.1 billion Technical;
Financial and Metals Portfolio (15%) trend-following
Non-Core Advisors
AIS Futures Management, Inc. (10.64)%/ 13.39% 17.8% $115 million Systematic;
MAAP-2X-4X Program trend-following
ARA Portfolio Management Company, L.L.C. (6.48)%/5// 7.89% 10.9% $ 92 million Technical;
Alpha Program trend-following
Graham Capital Management, L.P. (6.31)% /12.33% 13.6% $208 million Technical;
Diversified Program trend-following
Trendstat Capital Management, Inc. (5.83)% /10.28% 11.8% $160 million Technical;
World Currency Program trend-related
Hill Financial Group, Ltd. ( 6.2)% /9.9 % 11.2% $ 90 million Technical;
Multiple Strategy Program systematic
Milburn Ridgefield Corporation (9.04)% /19.38% 17.4% $218 million Technical;
Global Portfolio--Normal Leverage trend-following
Quantitative Financial Strategies, Inc. (7.62)% /13.29% 15.6% $177 million/6/ Systematic;
The Currency Program fundamental
Range Wise, Inc. (6.92)%/ /12.91% 12.6% $ 48 million Discretionary;
Range Wise Trading Program fundamental
Allied Irish Capital Management Ltd. (2.11)% / 2.80% 3.5% $193 million Discretionary;
Worldwide Financial Futures Program fundamental
Fundamental Futures, Inc. (10.66)% /11.23% 14.5% $ 64 million Discretionary;
Fundamental Futures Trading Program fundamental
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Performance and assets under management information is current as of March 31,
1997.
Performance figures are not audited.
Futures trading is highly leveraged, as is each Advisor's trading program.
No Advisor has been asked to make any special adjustments to its leveraging
policies in the case of the Fund. See "Leverage Considerations" and "Risk
Factors" in the Prospectus.
In considering the leverage at which the different Advisors trade and the
volatility of their performance, prospective investors should recognize that due
to the limited percentage of the Fund's trading assets allocated to each of
them, none of the non-core Advisors, individually, is likely to have a material
effect, over the short-term, on either the overall return or the overall
performance volatility of the Fund. The non-core Advisors as a group can have a
significant effect on performance. However, the likely performance non-
correlation among at least certain of these Advisors reduces the likelihood of
any major short-term effect.
The current non-core Advisors each receive Consulting Fees of up to 2% per
annum of the Fund's assets managed by each of them, respectively, plus quarterly
or annual Profit Shares of between 15% and 20% of any cumulative New Trading
Profit achieved by each such Advisor.
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1 The lowest and the highest monthly rate of return for the program traded for
the Fund. Performance information is presented for the period from January
1, 1992 (or inception, if later) through March 31, 1997.
2 An annualized standard deviation of 2% and a mean return of 1% would mean
that approximately two-thirds of all monthly returns during a year have
historically fallen between (1)% and 3%, i.e., within a range (deviation) of
2% above or below the mean. Standard deviation is one widely-accepted measure
of risk, as standard deviation indicates the variability of returns. In
general, the more variable an Advisor's historical returns, the greater the
risk that substantial losses have been included within the historical range
of returns.
3 Assets under management in the program traded for the Fund ("notional" funds
excluded, except as described in Note (6) below).
4 See "The Core Advisors" in the Prospectus for a description of these strategy
classifications.
5 The worst Monthly Rate of Return of any individual account, not of the
program on a composite basis.
6 "Notional" funds are included in assets under management for Quantitative
Financial Strategies, Inc.