ML FUTURES INVESTMENTS II LP
10-Q, 1998-08-13
REAL ESTATE INVESTMENT TRUSTS
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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, 1998
                               ---------------

                 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
                                              -----    -----     

 
<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,
                                                                             1998                   1997
                                                                    --------------------    -------------------

ASSETS
- ------
<S>                                                                         <C>                     <C>
Accrued interest                                                             $     1,187            $    26,760
Equity in commodity futures trading accounts:
    Cash and option premiums                                                      28,939              5,939,906
    Net unrealized profit on open contracts                                            -                 68,216
Investments                                                                   11,294,574              6,789,050
Receivable from outside investments                                              239,046                 72,626
                                                                    --------------------    -------------------
 
                TOTAL                                                        $11,563,746            $12,896,558
                                                                    ====================    ===================
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
LIABILITIES:
    Redemptions payable                                                      $   219,563            $    97,997
    Brokerage commissions payable                                                      -                 44,153
    Profit shares payable                                                              -                  3,398
    Administrative fees payable                                                        -                  1,262
                                                                    --------------------    -------------------
 
            Total liabilities                                                    219,563                146,810
                                                                    --------------------    -------------------
 
PARTNERS' CAPITAL:
  General Partners (681 and 1229 Units)                                          118,479                218,182
  Limited Partners (64523 and 70589 Units)                                    11,225,704             12,531,566
                                                                    --------------------    -------------------
 
            Total partners' capital                                           11,344,183             12,749,748
                                                                    --------------------    -------------------
 
                TOTAL                                                        $11,563,746            $12,896,558
                                                                    ====================    ===================
 
NET ASSET VALUE PER UNIT
 
         (Based on 65204 and 71818 Units outstanding)                            $173.98                $177.53
                                                                    ====================    ===================
 
See notes to financial statements.
</TABLE>

                                       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,                 June 30,               June 30,            June 30,
                                                 1998                     1997                   1998                1997
                                        --------------------     --------------------     ---------------     -----------------
<S>                                       <C>                      <C>                      <C>                 <C>
REVENUES:
    Trading (loss) profits:
        Realized                                   $(151,031)                $ 52,873           $(459,001)             $441,363
        Change in unrealized                         (86,758)                  13,962             (60,431)               48,173
                                        --------------------     --------------------     ---------------     -----------------
 
            Total trading results                   (237,789)                  66,835            (519,432)              489,536
                                        --------------------     --------------------     ---------------     -----------------
 
    Interest income                                   45,392                   89,530             118,360               180,484
    Income (loss) from investments                    24,591                  (82,821)            357,583               266,754
                                        --------------------     --------------------     ---------------     -----------------
 
            Total revenues                          (167,806)                  73,544             (43,489)              936,774
                                        --------------------     --------------------     ---------------     -----------------
 
EXPENSES:
    Profit shares                                          -                      850                   -                50,956
    Brokerage commissions                             74,610                  152,396             198,734               318,355
    Administrative fees                                2,132                    4,354               5,678                 8,922
                                        --------------------     --------------------     ---------------     -----------------
 
            Total expenses                            76,742                  157,600             204,412               378,233
                                        --------------------     --------------------     ---------------     -----------------
 
NET (LOSS) INCOME                                  $(244,548)                $(84,056)          $(247,901)             $558,541
                                        ====================     ====================     ===============     =================
 
NET (LOSS) INCOME PER UNIT:
    Weighted average number of units
        outstanding                                   67,764                   79,948              69,462                81,799
                                        ====================     ====================     ===============     =================
 
    Weighted average net (loss) income
       per Limited Partner
      and General Partner Unit                        $(3.61)                  $(1.05)             $(3.57)                $6.83
                                        ====================     ====================     ===============     =================
 
 
See notes to financial statements.
</TABLE>

                                       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, 1998 and 1997
                -----------------------------------------------


<TABLE>
<CAPTION>
                                         Units           Limited Partners       General Partner            Total
                                  ----------------     -----------------     ------------------     ----------------
<S>                                 <C>                  <C>                   <C>                    <C> 
PARTNERS' CAPITAL,
  December 31, 1996                         84,366           $14,088,386               $208,266          $14,296,652
 
Net income                                       -               550,443                  8,098              558,541
 
Redemptions                                 (8,461)           (1,492,161)                     -           (1,492,161)
                                  ----------------     -----------------     ------------------     ----------------
 
PARTNERS' CAPITAL,
  June 30, 1997                             75,905           $13,146,668               $216,364          $13,363,032
                                  ================     =================     ==================     ================
 
PARTNERS' CAPITAL,
  December 31, 1997                         71,818           $12,531,566               $218,182          $12,749,748
 
Net loss                                         -              (243,445)                (4,456)            (247,901)
 
Redemptions                                 (6,614)           (1,062,417)               (95,247)          (1,157,664)
                                  ----------------     -----------------     ------------------     ----------------
 
PARTNERS' CAPITAL,
  June 30, 1998                             65,204           $11,225,704               $118,479          $11,344,183
                                  ================     =================     ==================     ================
 
 
See notes to financial statements.
</TABLE>

                                       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 June 30, 1998 and the results of its operations for the six  months ended
June 30, 1998 and 1997.  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 generally 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, 1997 (the "Annual Report").

2. INVESTMENTS

Many of the multi-advisor funds (the "Multi-Advisor Funds") sponsored by Merrill
Lynch Investment Partners Inc. ("MLIP") allocate their assets to a number of the
same Trading Advisors.  However, because different Multi-Advisor Funds have
historically allocated assets to slightly different Advisor groups, the Multi-
Advisor Funds have often been required to open and maintain individual trading
accounts with each Advisor.  MLIP has decided to consolidate the trading
accounts of nine of its Multi-Advisor Funds (including the Partnership) as of
June 1, 1998.  The consolidation is achieved by having these Multi-Advisor Funds
close their existing trading accounts and invest in a limited liability company,
ML Multi-Manager Portfolio L.L.C. ("MM LLC ") which will open a single account
with each Advisor selected. MM LLC is managed by MLIP, initially has no
investors other than the Multi-Advisor Funds and serves solely as the vehicle
through which the assets of such Multi-Advisor Funds are combined in order to be
managed through single rather than multiple accounts.

As of June 30, 1998 the Partnership had an investment in the MM LLC and as of
December 31, 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") as follows:

<TABLE>
<CAPTION>
                                          1998                    1997
                                  -------------------     -------------------
 
<S>        <C>                      <C>                     <C>
           MM LLC                         $11,294,574       $               -
           Chesapeake LLC                           -               3,383,225
           SJO LLC                                  -               3,405,825
                                  -------------------     -------------------
           Total                          $11,294,574              $6,789,050
                                  ===================     ===================
 
 
 
</TABLE>


During the second quarter of 1998, the Partnership withdrew its investments in
Chesapeake LLC and SJO LLC.

                                       5
<PAGE>
 
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 (loss) from
ended June 30, 1998           Revenue          Commissions            Fees              Shares               Investments
                                                                                                 
                        -----------------  -----------------  -------------------  --------------   ---------------------------
                                                                                                 
<S>                       <C>                <C>                <C>                  <C>              <C>
Chesapeake LLC                   $ 21,810           $ 50,867               $1,453        $ (6,231)                    $ (24,279)
MM LLC                            122,369             84,285                2,408          25,066                        10,610
SJO LLC                            92,630             48,530                1,387           4,453                        38,260
                        -----------------  -----------------  -------------------  --------------   ---------------------------
                                                                                                 
Total                            $236,809           $183,682               $5,248        $ 23,288                    $   24,591
                        =================  =================  ===================  ==============   ===========================
                                                                                                 
                                                                                                 
For the three months           Total            Brokerage        Administrative         Profit           Income (loss) from
ended June 30, 1997           Revenue          Commissions            Fees              Shares               Investments
                                                                                                 
                        -----------------  -----------------  -------------------  --------------   ---------------------------
                                                                                                 
Chesapeake LLC                   $(86,539)          $ 78,800               $2,251        $(33,569)                    $(134,021)
SJO LLC                           137,791             79,555                2,273           4,763                        51,200
                        -----------------  -----------------  -------------------  --------------   ---------------------------
                                                                                                 
Total                            $ 51,252           $158,355               $4,524        $(28,806)                    $ (82,821)
                        =================  =================  ===================  ==============   ===========================
                                                                                                 
                                                                                                 
For the six months             Total            Brokerage        Administrative         Profit        Income from Investments
ended June 30, 1998           Revenue          Commissions            Fees              Shares   
                        -----------------  -----------------  -------------------  --------------  ---------------------------
                                                                                                 

Chesapeake LLC                   $414,399           $127,990               $3,659         $56,452                     $226,298
MM LLC                            122,369             84,285                2,408          25,066                       10,610
SJO LLC                           264,922            125,718                3,592          14,937                      120,675
                        -----------------  -----------------  -------------------  --------------  ---------------------------
                                                                                                 
Total                            $801,690           $337,993               $9,659         $96,455                     $357,583
                        =================  =================  ===================  ==============  ===========================
                                                                                                 
                                                                                                 
For the six months             Total            Brokerage        Administrative         Profit        Income from Investments
ended June 30, 1997           Revenue          Commissions            Fees              Shares   
                        -----------------  -----------------  -------------------  --------------  ---------------------------
                                                                                                 
Chesapeake LLC                   $267,672           $167,289               $4,689         $19,909                     $ 75,785
SJO LLC                           387,301            165,854                4,649          25,829                      190,969
                        -----------------  -----------------  -------------------  --------------  ---------------------------
                                                                                                 
Total                            $654,973           $333,143               $9,338         $45,738                     $266,754
                        =================  =================  ===================  ==============  ===========================
</TABLE>
                                                                               

                                       6
<PAGE>
 
  Condensed statements of financial condition and statements of income for MM
  LLC, Chesapeake LLC and SJO LLC are set forth as follows:

<TABLE>
<CAPTION>
                                      MM LLC                             Chesepeake LLC                           SJO LLC
 
                                  June 30, 1998                        December 31, 1997                     December 31, 1997
 
<S>                                     <C>                                   <C>                                   <C>
    Assets                               $123,484,970                            $17,195,182                          $21,240,207
                      ===============================     ==================================    =================================
 
    Liabilities                          $  3,872,011                            $   704,681                          $ 2,058,617
    Members' Capital                      119,612,959                             16,490,501                           19,181,590
                      -------------------------------     ----------------------------------    ---------------------------------
 
    Total                                $123,484,970                            $17,195,182                          $21,240,207
                      ===============================     ==================================    =================================
 
 
                                                    MM  LLC 
                                                           
                              For the three  months                    For the six months
                               ended June 30, 1998                    ended June 30, 1998
                     ------------------------------------     ----------------------------------
 
 
    Revenues                                 $  1,307,775                            $ 1,307,775
 
    Expenses                                    1,187,403                              1,187,403
                     ------------------------------------     ----------------------------------
 
    Net Income                               $    120,372                            $   120,372
                     ====================================     ==================================
 
</TABLE>

                                       7
<PAGE>
 
<TABLE>
<CAPTION>
                                                                     Chespeake LLC
                      For the three  months        For the three months       For the six  months       For the six months
                      ended June 30, 1998          ended June 30, 1997        ended June 30, 1998       ended June 30, 1997
                     -----------------------     ------------------------    ---------------------    -----------------------
                                                                                                    
<S>                              <C>                           <C>                      <C>                        <C>
    Revenues                      $   95,555                    $(448,098)              $1,985,575                  $1,531,788
                                                                                                    
    Expenses                         299,321                      250,719                  903,412                   1,051,638
                     -----------------------     ------------------------    ---------------------     -----------------------
                                                                                                    
    Net (Loss) Income              $(203,766)                   $(698,817)              $1,082,163                  $  480,150
                     =======================     ========================    =====================     =======================
 
 
 
                                                                         SJO LLC
                       For the three  months         For the three months      For the six  months         For the six months
                         ended June 30, 1998          ended June 30, 1997      ended June 30, 1998        ended June 30, 1997
                     -----------------------     ------------------------    ---------------------     ----------------------
 
 
    Revenues                      $  500,566                   $  765,489               $1,472,849                 $2,174,836
 
    Expenses                         299,321                      481,869                  802,877                  1,101,197
                     -----------------------     ------------------------    ---------------------     ----------------------
 
    Net Income                    $  201,245                   $  283,620               $  669,972                 $1,073,639
                     =======================     ========================    =====================     ======================
 
</TABLE>

3. FAIR VALUE AND OFF-BALANCE SHEET RISK

As of June 1, 1998, the Partnership invested all of its assets in MM LLC.  The
Partnership is thus, invested indirectly in the trading of derivative
instruments.

  The Partnership's total trading results by reporting category for the
  respective periods are as follows:

<TABLE>
<CAPTION>
                      For the three        For the three        For the six         For the six
                       months ended         months ended        months ended        months ended
                        June 30,             June 30,             June 30,            June 30,
                          1998                 1997                 1998                1997
                   ----------------     ----------------     ---------------     ---------------
<S>                  <C>                  <C>                  <C>                 <C>
Interest rates &
Stock indices             $ (89,541)            $  8,701           $(132,201)           $105,383
Commodities                  (4,130)             (68,376)            (23,767)            (77,889)
Currencies                 (149,629)             143,361            (367,636)            459,041
Energy                       10,796              (41,804)             18,372             (18,287)
Metals                       (5,285)              24,953             (14,200)             21,288
                   ----------------     ----------------     ---------------     ---------------
                          $(237,789)            $ 66,835           $(519,432)           $489,536
                   ================     ================     ===============     ===============
 
 
 
</TABLE>


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

The contract/notional values of the Partnership's open derivative instrument
positions as of June 30, 1998 and December 31, 1997 were as follows:

                                       8
<PAGE>
 
<TABLE>
<CAPTION>
                                       1998                                                     1997
                    ----------------------------------------------          --------------------------------------------
                       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                     $   -                      $  -                 $ 5,031,192               $   742,619
Commodities                            -                         -                      26,500                   253,889
Currencies                             -                         -                  11,161,667                15,160,081
Energy                                 -                         -                           -                   456,740
Metals                                 -                         -                           -                    58,575
                    --------------------        ------------------          ------------------        ------------------
                                   $   -                      $  -                 $16,219,359               $16,671,904
                    ====================        ==================          ==================        ==================
 
</TABLE>



The contract/notional values of the Partnership's exchange-traded and non-
exchange-traded open derivative instrument positions as of June 30, 1998 and
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
                                       1998                                                     1997
                    ------------------------------------------------       ------------------------------------------------
                        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                            $   -                        $  -                $ 5,419,491                 $ 4,112,608
Non-Exchange
    traded                             -                           -                 10,799,868                  12,559,296
                    --------------------        --------------------       --------------------        --------------------
                                   $   -                        $  -                $16,219,359                 $16,671,904
                    ====================        ====================       ====================        ====================
 
 
 
</TABLE>

                                       9
<PAGE>
 
The average fair values, based on contract/notional values, 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, 1998 and the year ended December 31,
1997 were as follows:

<TABLE>
<CAPTION>
                                       1998                                                   1997
                    --------------------------------------------          --------------------------------------------
                       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             $ 4,804,906               $ 3,937,171                 $ 6,524,597               $ 2,675,877
Commodities                     77,463                   102,771                     316,417                   237,959
Currencies                  11,169,707                13,514,026                   6,866,705                 9,184,590
Energy                          29,010                    88,840                     279,102                   249,165
Metals                         101,536                         -                     117,033                   178,938
                    ------------------        ------------------          ------------------        ------------------
                           $16,182,622               $17,642,808                 $14,103,854               $12,526,529
                    ==================        ==================          ==================        ==================
 
 
</TABLE>


The gross unrealized profit and the net unrealized profit (loss) on the
Partnership's open derivative instrument positions as of June 30, 1998 and
December 31, 1997 were as follows:

<TABLE>
<CAPTION>
                          1998                                  1997
                    ---------------------------------     ----------------------------------
                         Gross               Net               Gross                Net
                       Unrealized         Unrealized         Unrealized          Unrealized
                         Profit             Profit             Profit              Profit
                    --------------     --------------     --------------      --------------
<S>                   <C>                <C>                <C>                 <C>
Exchange
   traded                    $   -              $   -           $ 69,448             $59,134
Non-Exchange
    traded                       -                  -            286,112               9,082
                    --------------     --------------     --------------      --------------
                             $   -              $   -           $355,560             $68,216
                    ==============     ==============     ==============      ==============
 
 
</TABLE>


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


The significant variations in both the statement of financial condition and the
statement of operations line items is primarily due to the Partnership placing
assets under the management of Advisors not through opening managed accounts
with them but rather through investing in MM LLC.

                MONTH-END NET ASSET VALUE PER UNIT
                                        
<TABLE>
<CAPTION>
 
                                 Jan.        Feb.        Mar.        Apr.        May         Jun.
- ----------------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>         <C>         <C>         <C>
1997                             $173.97     $178.86     $177.05     $174.21     $175.72     $176.05
- ----------------------------------------------------------------------------------------------------
1998                             $176.25     $176.78     $177.50     $170.80     $173.81     $173.98
- ----------------------------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>
 
Performance Summary

January 1, 1997 to June 30, 1997

January 1, 1997 to March 31, 1997

      In currency markets, the U.S. dollar rallied and started 1997 on a strong
note, rising to a four-year high versus the Japanese yen and two-and-a-half year
highs versus the Deutsche mark and the Swiss franc.  January and February proved
profitable for currencies; however, losses were incurred in March.

      Global interest rate markets began the year on a volatile note, as
investors evaluated economic
data for signs of inflation.  Profits were incurred in January and February.
Losses were incurred in interest rates in March.

      In energy markets, a slump in crude oil prices was characteristic of its
lackluster performance from the beginning of the year.  Early in 1997,
volatility returned in the energy markets, reflecting the impact of a winter
significantly warmer than normal.  January and March saw losses in energy;
however, February proved profitable.

      Agricultural commodity trading proved profitable in February and March.
Soybean prices reached their highest level in over eight years, on continued
demand and fears that inventories could fall to critically low levels before the
next harvest.

April 1, 1997 to June 30, 1997

In the currency markets, the dollar underwent a significant correction in the
Spring against the Japanese yen due to the G7 finance ministers' determination
that a further dollar advance would be counter-productive to their current
goals.  Currency trading was profitable for the quarter.

Global interest rate trading provided varied results for the quarter.  Losses
were incurred in April.due to  U.S. bond prices having moved in a directionless
pattern, as investors remained concerned over inflation and its impact on
further increases in interest rates by the U.S. Federal Reserve.

Energy trading saw losses throughout the quarter.  In June crude oil trended
downward during the beginning of the month, before a sudden price reversal
occurred amid speculation that Iraq exports could be delayed until August.
Price movement of heating oil and unleaded gas proved to be trendless.

Agricultural commodity trading was unprofitable for the quarter; May however was
a profitable month.  May's profits were due to coffee prices surging beyond
three dollars a pound for the first time in twenty years, on the possibility of
frost in Brazil and reports of poor crops in smaller countries.

January 1, 1998 to June 30, 1998

January 1, 1998 to March 31, 1998

The Fund's positions in the global interest rate markets were profitable during
the quarter.  In Europe, an extended bond market rally continued despite an
environment of robust growth in the United States, Canada and the United
Kingdom, as well as a strong pick-up in growth in continental Europe.

Gold prices drifted sideways and lower as Asian demand continued to slow and
demand in the Middle East was affected by low oil prices.  Initially buoyed on
concerns about a U.S.-led military strike against Iraq, crude oil fell to a nine
year low, as the globally warm winter, the return of Iraq as a producer and the
Asian economic crisis added to OPEC's supply glut problems.

Trading results in stock index markets were mixed, but profitable, despite a
strong first-quarter performance by the U.S. equity market as several
consecutive weekly gains were recorded with most market averages setting new
highs.  Results in currency trading were also mixed, but unprofitable.  In
particular, the Swiss franc weakened versus the U.S. dollar.

Agricultural commodity markets provided profitable trading results overall.
Live cattle and hog prices trended downward throughout the quarter.  Cotton
prices moved mostly upward during the quarter, but prices dropped off sharply at
the end of March.

April 1, 1998 to June 30, 1998

As swings in the U.S. dollar and developments in Japan affected bond markets,
the Fund's interest rate trading during the quarter resulted in losses,
particularly in Eurodollar deposits.  Early in the quarter, U.S. Treasury
trading was range-bound, as concern that the economy might be overheating was
balanced by the potential impact of the Asian recession.  Additionally,
Australian bonds and bills saw a dramatic drop 

                                       11
<PAGE>
 
in prices in early June, as dollar-bloc currencies remained under pressure
versus the U.S. dollar due to the Japanese/Asian crisis.

Metals trading also resulted in losses, while energy trading was profitable.
The depressed gold market weakened further following news of a European Central
Bank consensus that ten to fifteen percent of reserves should be made up of gold
bullion which was at the low end of expectations.  Despite production cuts
initiated by OPEC at the end of March, world oil supplies remained excessive and
oil prices stood at relatively low levels throughout the quarter.

Results in currency trading were unprofitable, as the Japanese yen weakened
during June to an eight-year low versus the U.S. dollar.  Trading results in
stock index markets were also unprofitable, as the Asia-Pacific region's equity
markets weakened across the board.  In particular, Hong Kong's Hang Seng index
trended downward during most of the quarter and traded at a three-year low.

Agricultural commodity trading produced profits. The U.S. soybean crop got off
to a good start which contributed to higher yield expectations and a more
burdensome supply outlook and soybean prices traded in a volatile pattern for
the second half of the quarter.  Sugar futures maintained mostly a downtrend, as
no major buyers emerged to support the market.  Similarly, coffee prices trended
downward, as good weather conditions in Central America and Mexico increased the
prospects of more output from these countries.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

           Not Applicable

                                       12
<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 and Use of Proceeds

         (a)     None.
         (b)     None.
         (c)     None.
         (d)     None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information.

     Effective May 11, 1998, Jo Ann Di Dario became a Vice President, Treasurer
and Chief Financial Officer of Merrill Lynch Investment Partners Inc. ("MLIP").
Ms. Di Dario was born in 1946.  Before joining MLIP, she was self-employed for
one year.  From February 1996 to May 1997, she worked as a consultant for Global
Asset Management, an international mutual fund organizer and operator
headquartered in London, where she offered advice on restructuring the back
office operations.  From May 1992 to January 1996, Ms. Di Dario served as Vice
President of Meridian Bank Corporation, a regional bank holding company.  She
was responsible for managing the treasury operations of the bank holding company
and its wholly-owned subsidiary, Meridian Investment Company Inc.  Ms. Di Dario
managed the domestic treasury operation of First Fidelity Bank, a regional bank,
from September 1991 to May 1992.  From 1985 until December 1990, Ms. Di Dario
was Vice President, Secretary and Controller of Caxton Corporation, a commodity
pool operator and commodity trading advisor.  Her background includes seven
years of public accounting experience. She graduated with high honors from
Stockton State College with a Bachelor of Science Degree in Accounting.

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 1998.

                                       13
<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 11, 1998       By /s/ JOHN R . FRAWLEY, JR.
                               -------------------------
                               John R. Frawley, Jr.
                               Chairman, Chief Executive Officer,
                               President and Director



Date:  August 11, 1998      By /s/ JO ANN DI DARIO
                               -------------------
                               Jo Ann Di Dario
                               Vice President, Chief Financial Officer
                               and Treasurer

                                       14

<TABLE> <S> <C>

<PAGE>

<ARTICLE> BD
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-START>                             JAN-01-1998             JAN-01-1997
<PERIOD-END>                               JUN-30-1998             JUN-30-1997
<CASH>                                               0                       0
<RECEIVABLES>                               11,563,746              12,896,558
<SECURITIES-RESALE>                                  0                       0
<SECURITIES-BORROWED>                                0                       0
<INSTRUMENTS-OWNED>                                  0                       0
<PP&E>                                               0                       0
<TOTAL-ASSETS>                              11,563,746              12,896,558
<SHORT-TERM>                                         0                       0
<PAYABLES>                                     219,563                 146,810
<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>                                  11,344,183              12,749,748
<TOTAL-LIABILITY-AND-EQUITY>                11,563,746              12,896,558
<TRADING-REVENUE>                            (519,432)                 489,536
<INTEREST-DIVIDENDS>                           118,360                 180,484
<COMMISSIONS>                                  204,412                 378,233
<INVESTMENT-BANKING-REVENUES>                  357,583                 266,754
<FEE-REVENUE>                                        0                       0
<INTEREST-EXPENSE>                                   0                       0
<COMPENSATION>                                       0                       0
<INCOME-PRETAX>                              (247,901)                 558,541
<INCOME-PRE-EXTRAORDINARY>                   (247,901)                 558,541
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 (247,901)                 558,541
<EPS-PRIMARY>                                   (3.57)                    6.83
<EPS-DILUTED>                                   (3.57)                    6.83
        

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