MILTON ARBITRAGE PARTNERS LLC
13F-HR/A, 1999-11-15
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 13F-HR/A

                               Form 13F COVER PAGE


Report for the Calendar Year of Quarter Ended:   March 31, 1999

Check here if Amendment [  X   ]; Amendment Number:   2
     This Amendment (Check only one.):      [   ]    is a restatement.
                                            [ X ]    adds new holdings entries.

THIS FILING LISTS  SECURITIES  HOLDINGS  REPORTED ON THE FORM 13F FILED  3/31/99
PURSUANT  TO A REQUEST FOR  CONFIDENTIAL  TREATMENT  AND FOR WHICH  CONFIDENTIAL
TREATMENT EXPIRED ON 11/15/99.

Institutional Investment Manager Filing this Report:



Name:          Milton Arbitrage Partners, LLC
Address:       165 Mason Street
               Greenwich, Connecticut  06830


Form 13F File Number:  28-7416

The institutional  investment  manager filing this report and the person by whom
it is signed hereby  represent  that the person signing the report is authorized
to  submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and  that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:     James E. Buck, II
Title:    Managing Member
Phone:    (203) 661-7022

Signature, Place, and Date of Signing:

           /s/ James E. Buck, II              Greenwich, Connecticut   11/15/99
              [Signature]                             [City, State]     [Date]

Report Type (Check only one.):

[X  ]     13F HOLDINGS  REPORT.  (Check here if all holdings of this reporting
          manager are reported in this report.)

[  ]      13F NOTICE.  (Check here if no holdings reported are in this report,
          and all holdings are reported by other reporting manager(s).)

[  ]      13F COMBINATION REPORT. (Check here if a portion of the holdings for
          this  reporting  manager are reported in this report and a portion are
          reported by other reporting manager(s).)



<PAGE>

                                               Form 13F SUMMARY PAGE


Report Summary:


Number of Other Included Managers:                            0

Form 13F Information Table Entry Total:                       1

Form 13F Information Table Value Total:                   $   4,623
                                                              (thousands)

INFORMATION HAS BEEN OMITTED FROM THIS PUBLIC FORM 13F REPORT AND FILED
SEPARATELY WITH THE COMMISSION IN A REQUEST FOR CONFIDENTIAL TEATMENT.

List of Other Included Managers:


None


<PAGE>

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<S>                        <C>           <C>           <C>          <C>     <C>     <C>       <C>      <C>


       Item 1:            Item 2:       Item 3:      Item 4:      Item 5:          Item 6:  Item 7:  Item 8:    VOTING AUTHORITY
    Name of Issuer         Title of     CUSIP         Value       Shares or  SH/   PUT/C    INV      OTHER     SOLE  SHARED  NONE
                            Class                   (x$1000)      Prn Amt    PRN   ALL      DISCR    MGRS



AMERICAN BANKERS INS GROUP   COM       024456105    4,623         88,900      SH            SOLE              88,900    0      0



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