ML FUTURES INVESTMENTS II LP
10-Q, 1996-08-13
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549                         

                               FORM 10-Q



(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996
                              --------------

                    OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 0-16746

                         ML FUTURES INVESTMENTS II L.P.
                         ------------------------------
                          (Exact Name of Registrant as
                           specified in its charter)

            Delaware                               13-3481305
- --------------------------------         --------------------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)

                   c/o Merrill Lynch Investment Partners Inc.
                 (formerly ML Futures Investment Partners Inc.)
         Merrill Lynch World Headquarters months - South Tower, 6th Fl.
             World Financial Center New York, New York  10080-6106
             -----------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  212-236-4161
                -------------------------------------------------
               (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                     Yes  X    No_____
                                                                 -----         

                              This document contains 11 pages.
          There are no exhibits and no exhibit index filed with this document.
<PAGE>
 
                        PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements

                        ML FUTURES INVESTMENTS II L.P.
                        ------------------------------
                       (a Delaware limited partnership)
                        ------------------------------ 
                       STATEMENTS OF FINANCIAL CONDITION
                       ---------------------------------

<TABLE>
<CAPTION>
                                                     June 30,      December 31,
                                                      1996            1995
                                                      ----            ----
<S>                                                 <C>            <C>
ASSETS
- ------
Accrued interest                                    $    57,829     $    65,021
Equity in commodity futures trading accounts:
  Cash and option premiums                           14,347,221      14,612,463
  Net unrealized gain on open contracts                 684,799       2,029,049 
                                                    -----------     -----------

              TOTAL                                 $15,089,849     $16,706,533
                                                    ===========     ===========
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
 
LIABILITIES:
  Redemptions payable                                  $285,663     $   351,715
  Profit shares payable                                   9,369          80,159
  Brokerage commissions payable (Note 2)                122,598         139,221
  Administrative expense payable (Note 2)                 3,143         - 
                                                       --------     -----------

      Total liabilities                                 420,773         571,095
                                                       ========     =========== 
 
PARTNERS' CAPITAL:
  General Partner (1,229 and 1,229 units)               201,052         204,068   
  Limited Partners (88,431 and 95,936 units)         14,468,024      15,931,370   
                                                    -----------     -----------

      Total partners' capital                        14,669,076      16,135,438
                                                    -----------     -----------

              TOTAL                                 $15,089,849     $16,706,533
                                                    ===========     ===========
 
NET ASSET VALUE PER UNIT
 (Based on 89,660 and 97,165 Units Outstanding)        $163.61         $166.06
                                                       =======         =======
</TABLE> 
 
See notes to financial statements.


                                       2

<PAGE>
 
                         ML FUTURES INVESTMENTS II L.P.
                         ------------------------------
                        (a Delaware limited partnership)
                         ------------------------------ 

                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>
                                    For the three        For the three    For the six        For the six 
                                    months ended         months ended     months ended       months ended 
                                    June 30, 1996        June 30, 1995    June 30, 1996      June 30, 1995
                                    -------------        -------------    -------------      -------------
<S>                                 <C>                  <C>              <C>                <C>   
REVENUES:
 Trading profits (loss):
   Realized                          $   648,930          $ 1,673,456       $ 1,831,078        $ 2,420,102
   Change in unrealized               (1,138,996)          (1,061,596)       (1,344,250)        (1,232,136)
                                    -------------        -------------    --------------      ------------- 

     Total trading results              (490,066)             611,860           486,828          1,187,966
                                    -------------        -------------    --------------      ------------- 
 
  Interest income                        184,368              211,873           367,008            430,150
                                    -------------        -------------    --------------      ------------- 
                                        
     Total revenues                     (305,698)             823,733           853,836          1,618,116   
                                    -------------        -------------    --------------      ------------- 
EXPENSES:
 Profit shares                             9,369              157,817           232,311            157,817
 Brokerage commissions (Note 2)          386,702              412,500           794,887            825,322
 Administrative expense (Note 2)           9,916               -                 20,382             -
                                    -------------        -------------    --------------      ------------- 
 
     Total expenses                      405,987              570,317         1,047,580            983,139
                                    -------------        -------------    --------------      ------------- 

NET (LOSS) INCOME                       (711,685)         $   253,416       $  (193,744)       $   634,977
                                    =============        =============    ==============      ============= 

NET (LOSS) INCOME  PER UNIT:
 Weighted average number of units
   outstanding                            92,483              108,896            94,361            112,953
                                          =======             =======            =======           =======
 Weighted average net (loss) income
    per unit                              $(7.70)               $2.33            $(2.05)             $5.62
                                          =======               =====             ======             =====
</TABLE> 

See notes to financial statements.

                                       3
<PAGE>
 
                        ML FUTURES INVESTMENTS II L.P.
                        ------------------------------
                       (a Delaware limited partnership)
                        ------------------------------ 
                                        
                  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                  ------------------------------------------
                For the six months ended June 30, 1996 and 1995
                -----------------------------------------------
<TABLE>
<CAPTION>
                                        Limited      General
                           Units        Partners     Partner      Total
                           -----        --------     -------      -----
<S>                        <C>        <C>            <C>        <C>
PARTNERS' CAPITAL,
 DECEMBER 31, 1994         118,219    $16,537,685    $231,044   $16,768,729
 
Net income                   -            625,738       9,239       634,977
 
Redemptions                (12,277)    (1,775,548)      -        (1,775,548)
                         ----------   ------------   ---------  ------------    
 
PARTNERS' CAPITAL,
 JUNE 30, 1995             105,942    $15,387,875    $240,283   $15,628,158
                         ==========   ============   =========  ============
 
PARTNERS' CAPITAL,
 DECEMBER 31, 1995          97,165    $15,931,370    $204,068   $16,135,438
 
Net loss                     -           (190,728)     (3,016)     (193,744)
 
Redemptions                 (7,505)    (1,272,618)      -        (1,272,618)
                        -----------   ------------   ---------  ------------
 
PARTNERS' CAPITAL,
 JUNE 30, 1996              89,660    $14,468,024    $201,052   $14,669,076
                        ===========   ============   =========  ============
</TABLE>

See notes to financial statements.


                                       4



<PAGE>
 
ML FUTURES INVESTMENTS II L.P.
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These financial statements have been prepared without audit. In the opinion
     of management, the financial statements contain all adjustments (consisting
     of only normal recurring adjustments) necessary to present fairly the
     financial position of ML Futures Investments II L.P. (the "Partnership") as
     of June 30, 1996 and the results of its operations for the six months ended
     June 30, 1996 and 1995. However, the operating results for the interim
     periods may not be indicative of the results expected for the full year.

     Certain information and footnote disclosures normally included in annual
     financial statements prepared in accordance with general accepted
     accounting principles have been omitted. It is suggested that these
     financial statements be read in conjunction with the financial statements
     and notes thereto included in the Partnership's Annual Report on Form 10-K
     filed with the Securities and Exchange Commission for the year ended
     December 31, 1995 (the "Annual Report").


2.   RELATED PARTY TRANSACTIONS

     The Partnership pays brokerage commissions to MLF at a flat monthly rate of
     0.83 of 1% (a 10% annual rate) of the Partnership's month-end asset. Month-
     end assets are not reduced for purposes of calculating brokerage
     commissions by any accrued but unpaid brokerage commissions, Profit shares
     or other fees or charges. Effective January 1, 1996, the brokerage
     commission the Partnership pays to the Commodity Broker was reduced to
     .8125 (a 9.75% annual rate), and the Partnership began to pay an
     administrative fee to the General Partner of .020833% (a .25% annual rate).
     MLIP estimates that the round-turn equivalent commission rate charged to
     the Partnership during the six months ended June 30, 1996 and 1995 was
     approximately $78 and $24, respectively (not including, in calculating
     round-turn equivalents, forward contracts on a futures-equivalent basis).

     MLF pays the Advisors annual Consulting Fees ranging from 2% to 4% of the
     Partnership's average month-end assets, after reduction for a portion of
     brokerage commissions.

3.   FAIR VALUE AND OFF-BALANCE SHEET RISK

     The Partnership trades futures, options and forward contracts in interest
     rates, stock indices, commodities, currencies, energy and metals. The
     Partnership's revenues by reporting category for the six months ended June
     30, 1996 were as follows:

     <TABLE>
     <CAPTION>
                                                 1996
                                                 ----  
          <S>                                <C>
          Interest rate and Stock indices    $   4,079
          Commodities                          (40,046)
          Currencies                           720,114
          Energy                               497,035
          Metals                              (694,354)
                                             ----------
 
                                             $ 486,828
                                             ==========
     </TABLE>

     Market Risk
     -----------  
     
     Derivative instruments involve varying degrees of off-balance sheet market
     risk, and changes in the level or volatility of interest rates, foreign
     currency exchange rates or the market values of the financial instruments
     or commodities underlying such derivative instruments frequently result in
     changes in the Partnership's unrealized gain or loss on such derivative
     instruments as reflected in the Statements of Financial Condition. The
     Partnership's exposure to market risk is influenced by a number of factors,
     including the relationships among the derivative instruments held by the
     Partnership as well as the volatility and liquidity of the markets in which
     the derivative instruments are traded.

     The General Partner has procedures in place intended to control market
     risk, although there can be no assurance that they will, in fact, succeed
     in doing so. These procedures focus primarily on monitoring the trading of
     the Advisors selected from time to time for the Partnership, calculating

                                       5
<PAGE>
 
     the Net Asset Value of the Advisors' respective Partnership accounts as of
     the close of business on each day and reviewing outstanding positions for
     over-concentration both on an Advisor-by-Advisor and on an overall
     Partnership basis. While the General Partner will not itself intervene in
     the markets to hedge or diversify the Partnership's market exposure, the
     General Partner may urge Advisors to reallocate positions, or itself
     reallocate Partnership assets among Advisors (although typically only as of
     the end of a month) in an attempt to avoid over-concentrations. However,
     such interventions are unusual. Except in cases in which it appears that an
     Advisor has begun to deviate from past practice or trading policies or to
     be trading erratically, the General Partner's basic risk control procedures
     consist simply of the ongoing process of Advisor monitoring and selection,
     with the market risk controls being applied by the Advisors themselves.

     Fair Value
     ----------

     The derivative instruments used in the Partnership's trading activities are
     marked to market daily with the resulting unrealized gains or losses
     recorded in the Statements of Financial Condition and the related profit or
     loss reflected in trading revenues in the Statements of Operations. The
     contract/notional values of the Partnership's open derivative instrument
     positions as of June 30, 1996 and December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                               1996                                                 1995
              --------------------------------------------      --------------------------------------------

                Commitment to            Commitment to            Commitment to            Commitment to
               Purchase (Futures,       Sell (Futures,           Purchase (Futures,       Sell (Futures,
              Options & Forwards)      Options & Forwards)      Options & Forwards)      Options & Forwards)
              -------------------      -------------------      -------------------      -------------------
     <S>      <C>                      <C>                      <C>                      <C> 
     Interest rate
       and Stock
       indices        $30,842,072              $13,274,028             $129,489,560              $31,263,822
     CommoditIes       13,618,466                  257,708                7,069,814                  488,365
     Currencies         9,714,545               12,385,536                4,837,858                7,541,184
     Energy             4,149,284                  465,048                3,753,322                1,008,952
     Metals            11,303,950                3,163,978                9,115,049                1,405,316
                    --------------           --------------           --------------           --------------  
                      $69,628,317              $29,546,298             $154,265,603              $41,707,639
                    ==============           ==============           ==============           ==============
</TABLE>

     Substantially all of the Partnership's derivative instruments outstanding
     as of June 30, 1996 expire within one year.

     The contract/notional value of the Partnership's exchange-traded and non-
     exchange-traded derivative instrument positions as of June 30, 1996 and
     December 31, 1995 was as follows:

<TABLE>
<CAPTION>
                                       1996                                           1995                 
                 ------------------------------------------------   -------------------------------------------------
                                                                                                           
                         Commitment to            Commitment to         Commitment to        Commitment to      
                        Purchase (Futures,       Sell (Futures,      Purchase (Futures,     Sell (Futures,    
                       Options & Forwards)    Options & Forwards)   Options & Forwards)  Options & Forwards) 
                       -------------------------------------------------------------------------------------      
     <S>               <C>                    <C>                   <C>                  <C>               
     Exchange                                                                                              
       traded               $61,226,863           $26,548,117          $149,690,079           $39,752,029       
     Non-Exchange                                                                                          
       traded                 8,401,454             2,998,181             4,575,524             1,955,610       
                           -------------         -------------        --------------         -------------      
                                                                                                           
                            $69,628,317           $29,546,298          $154,265,603           $41,707,639       
                           =============         =============        ==============         =============       
</TABLE>

                                       6
<PAGE>
 
The average fair value of the Partnership's derivative instrument positions
which were open as of the end of each calendar month during the six months
ended June 30, 1996 and the year ended December 31, 1995 was as follows:

<TABLE>
<CAPTION>
                                       1996                                                   1995                     
                       ----------------------------------------------      ------------------------------------------- 
                                                                                                                  
                         Commitment to              Commitment to            Commitment to            Commitment to    
                        Purchase (Futures,          Sell (Futures,         Purchase (Futures,         Sell (Futures,  
                       Options & Forwards)        Options &  Forwards)     Options & Forwards)      Options & Forwards)     
                       -------------------      ----------------------     -------------------      -------------------
       <S>             <C>                        <C>                      <C>                      <C>  
       Interest rate                                                                                                   
       and Stock                                                                                                       
       indices               $50,528,171             $40,821,374              $87,503,045                $ 9,790,296            
       Commodities             9,908,728                 674,311                6,850,876                  1,132,188       
       Currencies              9,659,585              14,125,280                9,693,546                 11,307,390       
       Energy                  3,205,294                 651,790                2,831,169                    677,595       
       Metals                 11,877,571               2,196,746                7,755,902                  2,700,777       
                        ------------------      -------------------     --------------------        ------------------     
                                                                                                                           
                             $85,179,349             $58,469,501             $114,634,538                $25,608,246       
                        ==================      ===================     ====================        ==================      
</TABLE>                                
                                             
A portion of the amounts indicated as off-balance sheet risk reflects
offsetting commitments to purchase and sell the same derivative instrument
on the same date in the future. These commitments are economically
offsetting but are not, as a technical matter, offset in the forward market
until the settlement date.

Credit Risk
- -----------

The risks associated with exchange-traded contracts are typically perceived
to be less than those associated with over-the-counter (non-exchange-
traded) transactions, because exchanges typically (but not universally)
provide clearinghouse arrangements in which the collective credit (in some
cases limited in amount, in some cases not) of the members of the exchange
is pledged to support the financial integrity of the exchange. In over-the-
counter transactions, on the other hand, traders must rely solely on the
credit of their respective individual counterparties. Margins, which may be
subject to loss in the event of a default, are generally required in
exchange trading, and counterparties may also require margin in the over-
the-counter markets.

The fair value amounts in the above tables represent the extent of the
Partnership's market exposure in the particular class of derivative
instrument listed, but not the credit risk associated with counterparty
nonperformance. The credit risk associated with these instruments from
counterparty nonperformance is the net unrealized gain, if any, included in
the Statements of Financial Condition. The Partnership also has credit risk
because the sole counterparty or broker with respect to most of the
Partnership's assets is MLF.

As of June 30, 1996 and December 31, 1995, $14,124,675 and $13,723,065 of
the Partnership's assets, respectively, were held in segregated accounts at
MLF in accordance with Commodity Futures Trading Commission regulations.
The gross unrealized gain and the net unrealized gain on the Partnership's
open derivative instrument positions as of June 30, 1996 and December 31,
1995 were as follows:

<TABLE>
<CAPTION>
                                      1996                                          1995       
                                      ----                                          ----       
                            Gross                Net                    Gross                  Net                 
                          Unrealized          Unrealized             Unrealized             Unrealized              
                            Gain              Gain (Loss)               Gain                Gain (Loss)             
                            ----              -----------               ----                -----------             
     <S>                  <C>                 <C>                    <C>                    <C>                       
     Exchange                                                                                                             
     traded                $852,238             $103,536             $1,523,390             $1,128,424              
     Non-Exchange                                                                                                         
     traded                 185,724              581,263                 54,965                900,625              
                     ----------------        --------------        ---------------        ---------------            
                         $1,037,962             $684,799             $1,578,355             $2,029,049              
                     ================        ==============        ===============        ===============             
</TABLE>
    
The Partnership controls credit risk by dealing almost exclusively with
Merrill Lynch entities as brokers and counterparties.

                                     7   
<PAGE>
 
Item 2:   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------     
          Results of Operation
          --------------------

Operational Overview: Advisor Selections
- ----------------------------------------

          Due to the nature of the Fund's business, its results of operations
depend on MLIP's ability to select Advisors and determine the appropriate
percentage of each series' assets to allocate to them for trading, as well as
the Advisors' ability to recognize and capitalize on trends and other profit
opportunities in different sectors of the world commodity markets. MLIP's
Advisor selection procedure and leveraging analysis, as well as the Advisors'
trading methods, are confidential, so that substantially the only information
that can be furnished regarding the Fund's results of operations is contained in
the performance record of its trading. Unlike operating businesses, general
economic or seasonal conditions do not directly affect the profit potential of
the Fund, and its past performance is not necessarily indicative of future
results. Because of the speculative nature of its trading, operational or
economic trends have little relevance to the Fund's results. MLIP believes,
however, that there are certain market conditions, for example, markets with
strong price trends, in which the Fund has a better likelihood of being
profitable than in others.

          As of July 1, 1996, the Partnership's assets were allocated as
follows:

<TABLE>
<CAPTION>
TRADING ADVISOR                    MARKETS TRADED            % ALLOCATION
- ---------------                    --------------            ------------
<S>                                <C>                       <C>
Chesapeake Capital Corporation     Diversified                      25.52
Sjo, Inc.                          Diversified                      20.74
West Course Capital, Inc.          Diversified                      22.06
Red Oak Commodity Advisors Inc.    Currencies                       22.67
Blenhiem Investments, Inc.         Diversified Program               9.01
                                                                  ------
                                                                  100.00%
</TABLE>

          MLIP expects to continue to change both allocations and Advisor
selections from time to time without advance notice to existing investors.

Results of Operations - General
- -------------------------------

          MLIP believes that multi-Advisor futures funds should be regarded as
medium- to long-term investments but, unlike an operating business, it is
difficult to identify "trends" in the Fund's operations and virtually impossible
to make any predictions regarding future results based on results to date.

          Markets in which sustained price trends occur with some frequency tend
to be more favorable to managed futures investments than "whipsaw," "choppy"
markets, but (i) this is not always the case, (ii) it is impossible to predict
when trending markets will occur and (iii) different Advisors are affected
differently by trends in general as well as by particular types of trends.

          The Fund controls credit risk in its trading in the derivatives
markets by trading only through Merrill Lynch entities which MLIP believes
to be creditworthy. The Fund attempts to control the market risk inherent
in its derivatives trading by utilizing a multi-advisor, multi-strategy
structure. This structure purposefully attempts to diversify the Fund's
Advisor group among different strategy types and market sectors in an
effort to reduce risk (although the Fund's portfolio currently emphasizes
technical and trend-following approaches).

Performance Summary
- -------------------

          During the first six months of 1995, the Fund's average month-end Net
Assets equalled $16,102,204, and the Fund recognized gross trading gains of
$1,187,966 or 7.38% of such average month-end Net Assets. Brokerage commissions
of $825,322 or 5.13% and Profit Shares of $157,817 or .98% of average month-end
Net Assets were paid. Interest income of $430,150 or 2.67% of average month-end
Net Assets resulted in a net gain of $634,977 or 3.94% of average month-end Net
Assets, which resulted in a 4.0% increase in the Net Asset Value per Unit since
December 31, 1994.
         
          During the first six months of 1996, the Fund's average month-end
Net Assets equalled $15,997,480, and the Fund recognized gross trading
gains of $ 486,828 or 3.04% of such average month-end Net Assets. Brokerage
commissions of $794,887 or 4.97%, Administrative expenses of $20,382 or
 .13% and Profit Shares of $232,311 or 1.45% of average month-end Net Assets
were paid. Interest income of $367,008 or 2.29% of average month-end Net
Assets resulted in net loss of $193,744 or 1.21% of average month-end Net
Assets which resulted in a 1.48% decrease in the Net Asset Value per Unit since
December 31, 1995.

                                       8
<PAGE>
 
             During the first six months of 1996 and 1995, the Fund
     experienced 6 profitable months and 6 unprofitable months.

<TABLE>
<CAPTION>
                         MONTH-END NET ASSET VALUE PER UNIT
            ------------------------------------------------------------ 
                    Jan.     Feb.     Mar.     April    May      June
            ------------------------------------------------------------
            <S>     <C>      <C>      <C>      <C>      <C>      <C>
            1995    $137.22  $137.47  $145.26  $145.14  $154.53  $147.52
            ------------------------------------------------------------ 
            1996    $171.43  $165.47  $171.43  $177.03  $168.65  $163.61
            ------------------------------------------------------------
</TABLE>
      
Importance of Market Factors
- ----------------------------

          Comparisons between the Fund's performance in a given period in one
fiscal year to the same period in a prior year are unlikely to be meaningful,
given the uncertainty of price movements in the markets traded by the Fund. In
general, MLIP expects that the Fund is most likely to trade successfully in
markets which exhibit strong and sustained price trends. The current Advisor
group emphasizes technical and trend-following methods. Consequently, one would
expect that in trendless, "choppy" markets the Fund would likely be
unprofitable, while in markets in which major price movements occur, the Fund
would have its best profit potential (although there could be no assurance that
the Fund would, in fact, trade profitably). However, trend-followers not
infrequently will miss major price movements, and market corrections can result
in rapid and material losses (sometimes as much as 5% in a single day). Although
MLIP monitors market conditions and Advisor performance on an ongoing basis in
overseeing the Fund's trading, MLIP does not attempt to "market forecast" or to
"match" trading styles with predicted market conditions. Rather, MLIP
concentrates on quantitative and qualitative analysis of prospective Advisors,
as well as on statistical studies of the historical performance parameters of
different Advisor combinations in selecting Advisors and allocating and
reallocating Fund assets among them.

          Because managed futures advisors' strategies are proprietary and
confidential and market movements unpredictable, selecting advisors to implement
speculative trading strategies involves considerable uncertainty. Furthermore,
the concentration of the Fund's current Advisor portfolio, both in terms of the
number of managers retained and the common emphasis of their strategies on
technical and trend-following methods, increases the risk that unexpectedly bad
performance, turbulent market conditions or a combination of the two will result
in significant losses.

MLIP's Advisor Selections
- -------------------------

          MLIP has no timetable or schedule for making Advisor changes or
reallocations, and generally intends to make a medium- to long-term commitment
to all Advisors selected. However, there can be no assurance as to the frequency
or number of the Advisor changes which may take place in the future, or as to
how long any of the current Advisors will continue to manage assets for the
Fund.

Liquidity
- ---------

          Most of the Partnership's assets are held as cash which, in turn, is
used to margin its futures positions and earn interest income and is withdrawn,
as necessary, to pay redemptions and fees.

          The futures contracts in which the Partnership trades may become
illiquid under certain market conditions. Commodity exchanges limit fluctuations
in futures prices during a single day by regulations referred to as "daily
limits." During a single day no trades may be executed at prices beyond the
daily limit. Once the price of a futures contract for a particular commodity has
increased or decreased by an amount equal to the daily limit, positions in the
commodity can generally neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit. Futures contracts have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Such market conditions could prevent the Partnership from
promptly liquidating its futures (including its options) positions. There are no
limitations on the daily price moves in trading foreign currency forward
contracts through banks, although illiquidity may develop in the forward markets
due to large spreads between "bid" and "ask" prices quoted. (Forward contracts
are the bank version of currency futures contracts and are not traded on
exchanges.)

Capital Resources
- -----------------

          The Partnership does not have, nor does it expect to have, any capital
assets and has no material commitments for capital expenditures. The Partnership
uses its assets to supply the necessary margin or premiums for, and to pay any
losses incurred in connection with, its trading activity and to pay redemptions
and fees.

          Inflation is not a significant factor in the Fund's profitability,
although inflationary cycles can give rise to the type of major price movements
which can have a materially favorable or adverse impact on the Fund's
performance.

                                      9 
<PAGE>
 
                                PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

            None.

Item 2.  Changes in Securities.

            None.

Item 3.  Defaults Upon Senior Securities

            None.

Item 4.  Submission of Matters to a Vote of Security Holders

            None.

Item 5.  Other Information.

            None.

Item 6.  Exhibits and Reports on Form 8-K.

            (a)  Exhibits
                 --------

            There are no exhibits required to be filed as part of this
            document .

            (b)  Reports on Form 8-K
                 -------------------

            There were no reports on Form 8-K filed during the first six
            months of fiscal 1996.

                                      10
<PAGE>
 
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   ML FUTURES INVESTMENTS II L.P.



                                   By: MERRILL LYNCH INVESTMENT PARTNERS INC.
                                         (General Partner)



Date: August 9, 1996               By /s/JOHN R. FRAWLEY, JR.
                                      -----------------------
                                      John R. Frawley, Jr.
                                      President, Chief Executive Officer
                                      and Director



Date:  August 9, 1996              By /s/JAMES M. BERNARD
                                      -------------------
                                      James M. Bernard
                                      Chief Financial Officer,
                                      Treasurer and Senior Vice President


                                   

<TABLE> <S> <C>

<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION, CONSOLIDATED STATEMENTS OF OPERATIONS,
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-START>                             JAN-01-1996             JAN-01-1995
<PERIOD-END>                               JUN-30-1996             JUN-30-1995
<CASH>                                               0                       0
<RECEIVABLES>                               15,089,849              16,163,913
<SECURITIES-RESALE>                                  0                       0
<SECURITIES-BORROWED>                                0                       0
<INSTRUMENTS-OWNED>                                  0                       0
<PP&E>                                               0                       0
<TOTAL-ASSETS>                              15,089,849              16,163,913
<SHORT-TERM>                                         0                       0
<PAYABLES>                                     420,773                 535,755
<REPOS-SOLD>                                         0                       0
<SECURITIES-LOANED>                                  0                       0
<INSTRUMENTS-SOLD>                                   0                       0
<LONG-TERM>                                          0                       0
                                0                       0
                                          0                       0
<COMMON>                                             0                       0
<OTHER-SE>                                  14,669,076              15,628,158
<TOTAL-LIABILITY-AND-EQUITY>                15,089,849              16,163,913
<TRADING-REVENUE>                              486,828               1,187,966
<INTEREST-DIVIDENDS>                           367,008                 430,150
<COMMISSIONS>                                1,047,580                 983,139
<INVESTMENT-BANKING-REVENUES>                        0                       0
<FEE-REVENUE>                                        0                       0
<INTEREST-EXPENSE>                                   0                       0
<COMPENSATION>                                       0                       0
<INCOME-PRETAX>                              (193,744)                 634,977
<INCOME-PRE-EXTRAORDINARY>                   (193,744)                 634,977
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 (193,744)                 634,977
<EPS-PRIMARY>                                   (2.05)                    5.62
<EPS-DILUTED>                                   (2.05)                    5.62
        

</TABLE>


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