ML FUTURES INVESTMENTS II LP
10-Q, 1997-11-14
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   September 30, 1997
                               --------------------



                    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.
            Merrill Lynch World Headquarters - South Tower, 6th Fl.
             World Financial Center New York, New York  10080-6106
             -----------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)



                                 212-236-5662
                        ------------------------------
             (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 13 pages.
<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>
                                                                       September 30,          December 31,
                                                                            1997                  1996
                                                                    ------------------    ------------------
<S>                                                                   <C>                   <C>
ASSETS
- ------
Accrued interest                                                           $    26,828           $    43,202
Equity in commodity futures trading accounts:
    Cash and option premiums                                                 6,301,789            10,849,816
    Net unrealized profit on open contracts                                     58,587                 3,892
Investments                                                                  6,946,931             3,680,154
Receivable from outside investments                                             58,282                39,689
                                                                    ------------------    ------------------
 
                TOTAL                                                      $13,392,417           $14,616,753
                                                                    ==================    ==================
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
LIABILITIES:
    Redemptions payable                                                    $   111,075           $   153,870
    Brokerage commissions payable                                               46,689                88,521
    Profit shares payable                                                       32,820                75,440
    Administrative fees payable                                                  1,334                 2,270
                                                                    ------------------    ------------------
 
            Total liabilities                                                  191,918               320,101
                                                                    ------------------    ------------------
 
PARTNERS' CAPITAL:
  General Partners (1229 and 1229 Units)                                       219,117               208,266
  Limited Partners (72811 and 83137 Units)                                  12,981,382            14,088,386
                                                                    ------------------    ------------------
 
            Total partners' capital                                         13,200,499            14,296,652
                                                                    ------------------    ------------------
 
                TOTAL                                                      $13,392,417           $14,616,753
                                                                    ==================    ==================
 
NET ASSET VALUE PER UNIT
 
         (Based on 74040 and 84366 Units outstanding)                          $178.29               $169.46
                                                                    ==================    ==================
</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 nine          For the nine
                                            months ended           months ended           months ended          months ended
                                            September 30,          September 30,         September 30,          September 30,
                                                1997                   1996                   1997                  1996
                                        ------------------     ------------------     ------------------    ------------------
<S>                                       <C>                    <C>                    <C>                   <C>
REVENUES:
    Trading profits (loss):
        Realized                                  $(26,349)           $(1,127,295)            $  415,014           $ 1,641,400
        Change in unrealized                         6,522                585,669                 54,695            (1,696,198)
                                        ------------------     ------------------     ------------------    ------------------
 
            Total trading results                  (19,827)              (541,626)               469,709               (54,798)
                                        ------------------     ------------------     ------------------    ------------------
 
    Interest income                                 84,963                165,225                265,447               532,233
    Income from investments                        238,875                      -                505,629                     -
                                        ------------------     ------------------     ------------------    ------------------
 
            Total revenues                         304,011               (376,401)             1,240,785               477,435
                                        ------------------     ------------------     ------------------    ------------------
 
EXPENSES:
    Profit shares                                  (16,183)                     -                 34,773               232,311
    Brokerage commissions                          143,974                325,325                462,329             1,120,212
    Administrative fees                              4,113                  8,341                 13,035                28,723
                                        ------------------     ------------------     ------------------    ------------------
 
            Total expenses                         131,904                333,666                510,137             1,381,246
                                        ------------------     ------------------     ------------------    ------------------
 
NET INCOME (LOSS)                                 $172,107            $  (710,067)            $  730,648           $  (903,811)
                                        ==================     ==================     ==================    ==================
 
NET INCOME (LOSS) PER UNIT:
    Weighted average number of units
        outstanding                                 75,227                 88,617                 79,609                92,446
                                        ==================     ==================     ==================    ==================
 
    Weighted average net income (loss)
       per Limited Partner
      and General Partner Unit                       $2.29                 $(8.01)                 $9.18                $(9.78)
                                        ==================     ==================     ==================    ==================
</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 nine months ended September 30, 1997 and 1996
             -----------------------------------------------------

                                        
<TABLE>
<CAPTION>
                                               Units           Limited Partners        General Partner            Total
                                        ----------------     ------------------     ------------------     ----------------
<S>                                       <C>                  <C>                    <C>                    <C> 
PARTNERS' CAPITAL,
  December 31, 1995                               97,165            $15,931,370               $204,068          $16,135,438
 
Net loss                                               -               (891,210)               (12,601)            (903,811)
 
Redemptions                                      (10,510)            (1,730,092)                     -           (1,730,092)
                                        ----------------     ------------------     ------------------     ----------------
 
PARTNERS' CAPITAL,
  September 30, 1996                              86,655            $13,310,068               $191,467          $13,501,535
                                        ================     ==================     ==================     ================
 
PARTNERS' CAPITAL,
  December 31, 1996                               84,366            $14,088,386               $208,266          $14,296,652
 
Net income                                             -                719,797                 10,851              730,648
 
Redemptions                                      (10,326)            (1,826,801)                     -           (1,826,801)
                                        ----------------     ------------------     ------------------     ----------------
 
PARTNERS' CAPITAL,
  September 30, 1997                              74,040            $12,981,382               $219,117          $13,200,499
                                        ================     ==================     ==================     ================
</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" or the "Fund") as
of September 30, 1997 and the results of its operations for the nine  months
ended September 30, 1997 and 1996.  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, 1996 (the "Annual Report").

2. INVESTMENTS

At September 30, 1997 the Partnership had investments in the ML Chesapeake
Diversified L.L.C. ("Chesapeake LLC")and the  ML Sjo Prospect  L.L.C. ("SJO
LLC").

Total revenues and fees with respect to such investments are set forth as
follows:

<TABLE>
<CAPTION>
For the three months          Total              Brokerage           Administrative          Profit              Income from
ended September 30, 1997     Revenue            Commissions               Fees               Shares              Investments
                                                                                      
                          ---------------   ------------------   --------------------   --------------     ----------------------
<S>                       <C>                 <C>                  <C>                    <C>                <C>
Chesapeake LLC                 $  162,500             $ 75,796                $ 2,166          $16,986                   $ 67,552
SJO LLC                           278,692               79,080                  2,259           26,030                    171,323
                          ---------------   ------------------   --------------------   --------------     ----------------------
                                                                                      
Total                          $  441,192             $154,876                $ 4,425          $43,016                   $238,875
                          ===============   ==================   ====================   ==============     ======================
                                                                                      
                                                                                      
For the nine months           Total              Brokerage           Administrative          Profit              Income from
ended September 30, 1997     Revenue            Commissions               Fees               Shares              Investments
                                                                                      
                          ---------------   ------------------   --------------------   --------------     ----------------------
                                                                                      
Chesapeake LLC                 $  430,172             $243,085                $ 6,855          $36,895                   $143,337
SJO LLC                           665,993              244,934                  6,908           51,859                    362,292
                          ---------------   ------------------   --------------------   --------------     ----------------------
                                                                                      
Total                          $1,096,165             $488,019                $13,763          $88,754                   $505,629
                          ===============   ==================   ====================   ==============     ======================
</TABLE>

                                       5
<PAGE>
 
  As significant investees, income statement information for Chesapeake LLC and
SJO LLC is set forth as follows:


                        ML CHESAPEAKE DIVERSIFIED L.L.C
                        -------------------------------
                       (a Delaware limited partnership)
                       --------------------------------
 
                             STATEMENTS OF INCOME
                             --------------------

<TABLE>
<CAPTION>
                                       For the three        For the nine
                                       months ended         months ended
                                       September 30,        September 30,
                                           1997                 1997
                                    -----------------    -----------------
<S>                                   <C>                  <C>
REVENUES:
    Trading profits (loss):
        Realized                             $422,790           $1,341,688
        Change in unrealized                  167,989              277,212
                                    -----------------    -----------------
 
            Total trading results             590,779            1,618,900
                                    -----------------    -----------------
 
    Interest income                           215,193              718,860
                                    -----------------    -----------------
 
            Total revenues                    805,972            2,337,760
                                    -----------------    -----------------
 
EXPENSES:
    Profit shares                              83,811              208,198
    Brokerage commissions                     379,319            1,281,244
    Administrative fees                        10,837               36,163
                                    -----------------    -----------------
 
            Total expenses                    473,967            1,525,605
                                    -----------------    -----------------
 
NET INCOME                                   $332,005           $  812,155
                                    =================    =================
</TABLE>

                                       6
<PAGE>
 
                             ML SJO PROSPECT L.L.C
                             ---------------------
                       (a Delaware limited partnership)
                       --------------------------------
 
                             STATEMENTS OF INCOME
                             --------------------

<TABLE>
<CAPTION>
                                               For the three            For the nine
                                                months ended            months ended
                                               September 30,           September 30,
                                                    1997                    1997
                                           --------------------    --------------------
<S>                                          <C>                     <C>
REVENUES:
    Trading profits (loss):
        Realized                                     $  908,298              $1,597,045
        Change in unrealized                            510,217               1,466,171
                                           --------------------    --------------------
 
            Total trading results                     1,418,515               3,063,216
                                           --------------------    --------------------
 
    Interest income                                     286,126                 816,260
                                           --------------------    --------------------
 
            Total revenues                            1,704,641               3,879,476
                                           --------------------    --------------------
 
EXPENSES:
    Profit shares                                       158,538                 303,774
    Brokerage commissions                               486,759               1,416,616
    Administrative fees                                  13,908                  40,011
                                           --------------------    --------------------
 
            Total expenses                              659,205               1,760,401
                                           --------------------    --------------------
 
NET INCOME                                           $1,045,436              $2,119,075
                                           ====================    ====================
</TABLE>


 

                                       7
<PAGE>
 
3. FAIR VALUE AND OFF-BALANCE SHEET RISK

  The Partnership's revenues by reporting category for the respective periods
  are as follows:



<TABLE>
<CAPTION>
                            For the three           For the three            For the nine            For the nine
                             months ended            months ended            months ended            months ended
                            September 30,           September 30,           September 30,           September 30,
                                 1997                    1996                    1997                    1996
                        -------------------     -------------------     -------------------     -------------------
<S>                       <C>                     <C>                     <C>                     <C>
Interest rates &
Stock indices                      $   (360)              $(174,369)              $ 105,023               $(170,290)
Commodities                         (55,278)               (127,164)               (133,167)               (167,210)
Currencies                            1,445                (297,825)                460,486                 422,289
Energy                               20,607                 331,568                   2,320                 828,603
Metals                               13,759                (273,836)                 35,047                (968,190)
                        -------------------     -------------------     -------------------     -------------------
                                   $(19,827)              $(541,626)              $ 469,709               $ (54,798)
                        ===================     ===================     ===================     ===================
</TABLE>

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

The contract/notional values of the Partnership's open derivative instrument
positions as of September 30, 1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                    1997                                              1996
               ---------------------------------------------     ---------------------------------------------
                     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 &
Stock  Indices            $ 9,013,567            $   147,676                  $ -                    $ -
Commodities                    62,265                133,971                    -                      -
Currencies                 10,602,627              9,723,244                   4,983,334              8,047,276
Energy                        410,798                 30,820                    -                      -
Metals                        265,560                 97,000                     203,772                203,772
                  -------------------     ------------------          ------------------   --------------------
                                                                                             
                          $20,354,817            $10,132,711                  $5,187,106             $8,251,048
                  ===================     ==================          ==================   ====================
</TABLE>


The contract/notional value of the Partnership's exchange-traded and non-
exchange-traded open derivative instrument positions as of September 30, 1997
and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                    1997                                              1996
               ---------------------------------------------     ---------------------------------------------
                     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                $11,077,940              $   409,467                 $ -                    $ -
Non-Exchange                                                                               
    traded                 9,276,877                9,723,244                  5,187,106              8,251,048
                  ------------------       ------------------         ------------------     ------------------
                                                                                           
                         $20,354,817              $10,132,711                 $5,187,106             $8,251,048
                  ==================       ==================         ==================     ==================
</TABLE>

                                       8
<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 nine months
ended September 30, 1997 and the year ended December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                    1997                                               1996
                 -------------------------------------------     ---------------------------------------------
                     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 &
Stock  Indices           $ 6,258,135              $ 3,043,909                 $63,801,511              $29,975,829
Commodities                  388,085                  239,849                   7,411,870                  670,528
Currencies                 6,576,839                9,365,720                   9,913,048               12,448,727
Energy                       321,618                  193,768                   2,537,389                  613,726
Metals                       123,293                  183,891                   9,385,390                2,926,264
                  ------------------       ------------------          ------------------       ------------------
 
                         $13,667,970              $13,027,137                 $93,049,208              $46,635,074
                  ==================       ==================          ==================       ==================
</TABLE>

As of September 30, 1997 and December 31, 1996, $2,023,669 and $6,275,690 of the
Partnership's assets, respectively, were held in segregated accounts at MLF in
accordance with Commodity Futures Trading Commission regulations.

The gross unrealized profit and the net unrealized profit (loss) on the
Partnership's open derivative instrument positions as of September 30, 1997 and
December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                    1997                                           1996
                -----------------------------------------      -----------------------------------------
                       Gross                    Net                   Gross                    Net
                     Unrealized             Unrealized              Unrealized             Unrealized
                       Profit              Profit (Loss)              Profit              Profit (Loss)
                ------------------     ------------------      ------------------     ------------------
<S>                 <C>                      <C>                        <C>                      <C> 
Exchange                                                                              
   traded                  $86,063               $ 71,090             $  -                    $  -
Non-Exchange                                                                          
    traded                   7,902                (12,503)                 59,798                   3,892
                ------------------     ------------------      ------------------     -------------------
                                                                                      
                           $93,965               $ 58,587                 $59,798                  $3,892
                ==================     ==================      ==================     ===================
</TABLE>


4. RELATED PARTY TRANSACTIONS

         MLIP is currently reviewing certain aspects of the interest
arrangements between the Partnership and certain affiliates of MLIP. The purpose
of the review is to confirm that the Partnership received interest credits as
described in its Prospectus. The results of this review have not been
determined.

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

Operational Overview; Advisor Selections
- ----------------------------------------

         Due to the nature of the Fund's business, its results of operations
depend on Merrill Lynch Investment Partners Inc.'s ("MLIP") ability to select
Advisors and determine the appropriate percentage of 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.

                                       9
<PAGE>
 
         As of October 1, 1997, the Partnership's assets were allocated as
follows:
 
TRADING ADVISOR                       MARKETS TRADED  % ALLOCATION
- ------------------------------------  --------------  -------------
 
Chesapeake Capital Corporation        Diversified            25.44
Sjo, Inc.                             Diversified            27.03
Northfield Trading L.P.               Diversified            20.28
Trendstat Capital Management, Inc.    Currencies             27.25
                                                            ------
                                                            100.00%

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

         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.

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 nine months of 1996, the Fund's average month-end Net
Assets equaled $15,177,851, and the Fund recognized gross trading losses of
$54,798 or .36% of such average month-end Net Assets.  Brokerage commissions of
$1,120,212 or 7.38%, Administrative fees of $28,723 or .19%, and Profit shares
of $232,311 or 1.53% of average month-end Net Assets were paid.  Interest income
of $532,233 or 3.51% of average month-end Net Assets resulted in a net loss of
$903,811 or 5.95% of average month-end Net Assets, which resulted in a 6.17%
decrease in the Net Asset Value per Unit since December 31, 1995.

         During the first nine months of 1997, the Fund's average month-end Net
Assets equaled $13,936,021, and the Fund recognized gross trading gains of 
$469,709 or 3.37% of such average month-end Net Assets. Brokerage commissions of
$462,329 or 3.32%, Administrative fees of $ 13,035 or .09% and Profit Shares of
$34,773 or .25% of average month-end Net Assets were paid. Interest income of
$265,447 or 1.9% and Income from Investments of $505,629 or 3.63% of average
month-end Net Assets resulted in net gain of $730,648 or 5.24% of average month-
end Net Assets which resulted in a 5.21% increase in the Net Asset Value per
Unit since December 31, 1996.

         During the first nine months of  1997 and 1996, the Fund experienced 11
profitable months and 7 unprofitable months.

<TABLE>
<CAPTION>
                                 MONTH-END NET ASSET VALUE PER UNIT
 
         Jan.       Feb.       Mar.       Apr.        May       Jun.      Jul.      Aug.      Sep.
- ----------------------------------------------------------------------------------------------------
<S>    <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>
1996     $176.46    $165.47    $171.43    $177.03    $168.65   $163.61   $147.36   $153.84   $155.81
- ----------------------------------------------------------------------------------------------------
1997     $173.97    $178.86    $177.05    $174.27    $175.72   $176.05   $182.93   $174.82   $178.29
- ----------------------------------------------------------------------------------------------------
</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, 

                                       10
<PAGE>
 
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.

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.

                                       11
<PAGE>
 
                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  There are no pending proceedings to which the Partnership or the General
  Partner is a party.


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 nine
      months of fiscal 1997.

                                       12
<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: November 14, 1997     By /s/JOHN R. FRAWLEY, JR.
                               -----------------------
                              John R. Frawley, Jr.
                              President, Chief Executive Officer
                              and Director



Date:  November 14, 1997    By /s/MICHAEL A. KARMELIN
                               ----------------------
                              Michael A. Karmelin
                              Chief Financial Officer, Vice President
                              and Treasurer

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> BD
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1995
<PERIOD-START>                             JAN-01-1997             JAN-01-1996
<PERIOD-END>                               SEP-30-1997             SEP-30-1996
<CASH>                                               0                       0 
<RECEIVABLES>                                 13392417                13754515
<SECURITIES-RESALE>                                  0                       0 
<SECURITIES-BORROWED>                                0                       0 
<INSTRUMENTS-OWNED>                                  0                       0 
<PP&E>                                               0                       0 
<TOTAL-ASSETS>                                13392417                13754515
<SHORT-TERM>                                         0                       0 
<PAYABLES>                                      191918                  252980
<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>                                    13200499                13501535
<TOTAL-LIABILITY-AND-EQUITY>                  13392417                13754515
<TRADING-REVENUE>                               469709                 (54798)
<INTEREST-DIVIDENDS>                            265447                  532233
<COMMISSIONS>                                   510137                 1381246  
<INVESTMENT-BANKING-REVENUES>                   505629                       0
<FEE-REVENUE>                                        0                       0 
<INTEREST-EXPENSE>                                   0                       0 
<COMPENSATION>                                       0                       0 
<INCOME-PRETAX>                                 730648                (903811) 
<INCOME-PRE-EXTRAORDINARY>                      730648                (903811) 
<EXTRAORDINARY>                                      0                       0 
<CHANGES>                                            0                       0 
<NET-INCOME>                                    730648               (903,811)
<EPS-PRIMARY>                                     9.18                  (9.78)
<EPS-DILUTED>                                     9.18                  (9.78)
        

</TABLE>


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