MILTON ARBITRAGE PARTNERS LLC
13F-HR/A, 2000-08-22
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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:   September 30, 1999


Check here if Amendment [X]; Amendment Number:   4
This Amendment (Check only one.):  [_]  is a restatement.
                                   [X]  adds new holdings entries.

THIS  FILING  LISTS  SECURITIES  HOLDINGS  REPORTED  ON THE FORM  FILED  9/30/99
PURSUANT  TO A REQUEST FOR  CONFIDENTIAL  TREATMENT  AND FOR WHICH  CONFIDENTIAL
TREATMENT HAS EXPIRED.

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            Greewich, Connecticut     August 22, 2000
----------------------------------     ---------------------     ---------------
           [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:               4
                                                   -------

Form 13F Information Table Value Total:            $11,740
                                                   -------
                                                 (thousands)


List of Other Included Managers:

None

<PAGE>


    Milton Arbitrage Partners, LLC Form 13F INFORMATION TABLE (9/30/99) PUBLIC
                            (AMENDED AS OF 8/15/00)

<TABLE>
<CAPTION>
                                                                VALUE   SHARES/ SH/ PUT/  INVSTMT   OTHER      VOTING AUTHORITY
         NAME OF ISSUER           TITLE OF CLASS     CUSIP     x($1000) PRN AMT PRN CALL  DISCRETN MANAGERS   SOLE   SHARED   NONE
------------------------------    --------------    ---------  -------- ------- --- ----  -------- --------  ------  ------   ----
<S>                                <C>              <C>          <C>     <C>     <C>        <C>       <C>     <C>       <C>      <C>
BANK NORTH GROUP INC DEL           COMMON           06646L100    2,999   100,400 SH         SOLE              100400    0        0
GRAND PREMIER                      COMMON           386174106    1,372    89,300 SH         SOLE               89300    0        0
MEDIA ONE GROUP INC                COMMON           58440J104    3,980    58,271 SH         SOLE               58271    0        0
US WEST                            COMMON           91273H101    3,389    59,400 SH         SOLE               59400    0        0
</TABLE>



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