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ML PRINCIPAL PROTECTION L.P.
(formerly, ML Principal Protection Plus L.P.)
SERIES P UNITS
PROSPECTUS SUPPLEMENT DATED APRIL 1, 1998
TO
PROSPECTUS DATED APRIL 4, 1997
____________________
The Series P Units of ML Principal Protection L.P. (the "Fund") will be
sold on or about May 1, 1998 pursuant to acceptable subscriptions received on or
before April 20, 1998. The Principal Assurance Date for the Series P Units will
be March 31, 2003.
Series P Units are offered at $100 per Unit ($97 in the case of officers
and employees of Merrill Lynch & Co., Inc. and its affiliates). The minimum
initial investment is 50 Units ($5,000); the minimum investment for existing
Limited Partners is 10 Units ($1,000). Any greater number of whole Units may be
purchased.
75% of the capital attributable to Series P Units will initially be
committed to trading.
No distributions are presently intended to be made on the Series P Units.
The Series P Units may be redeemed as of the end of any calendar month at
Net Asset Value, subject to a 3% redemption charge payable to Merrill Lynch
Investment Partners Inc. ("MLIP") on redemptions made on or prior to June 30,
1999.
As of February 28, 1998, the Net Asset Value of a Series A Unit initially
issued for $100 as of October 12, 1994 had risen to $127.00 (adding back to Net
Asset Value aggregate distributions of $15.50 per Series A Unit).
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Futures trading is highly leveraged, as is each Advisor's trading program.
See "Leverage Considerations -- The Guarantee and Trading Leverage" and "Risk
Factors" in the Prospectus.
In considering the leverage at which the different Advisors trade and the
volatility of their performance, prospective investors should recognize that due
to the limited percentage of the Fund's trading assets allocated to each of
them, none of the non-core Advisors, individually, is likely to have a material
effect, over the short-term, on either the overall return or the overall
performance volatility of the Fund. The non-core Advisors as a group can have a
significant effect on performance. However, the likely performance non-
correlation among at least certain of these Advisors reduces the likelihood of
any major short-term effect.
The Advisors each receive Consulting Fees of up to 4% per annum of the
Fund's assets managed by each of them, respectively, plus quarterly or annual
Profit Shares of between 15% and 20% of any cumulative New Trading Profit
achieved by each such Advisor.
MLIP believes that it is advantageous for its multiple advisor pools,
including the Fund, to have flexibility in the Fund's leverage policy.
Consequently, certain Advisors manage their Fund accounts as if they were
managing up to 50% more equity than the actual capital allocated to them. This
additional leverage is subject to the condition that the Fund as a whole will
not trade as if it had in excess of 20% more equity than actual capital. The
flat-rate fees charged to the Fund continue to be based on only the actual
capital allocated to trading.
Any change by MLIP in the leverage of the Fund's trading is noted in the
asset allocation tables included in the Fund's monthly reports.
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The reverse side of this Prospectus Supplement provides certain outline
information regarding the current Advisors used by the Fund.
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IN ADDITION TO THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS MUST BE ACCOMPANIED
BY SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT WITHIN 60 CALENDAR DAYS.
_________________________
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS
OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Selling Agent
Merrill Lynch Investment Partners Inc.
General Partner
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ML PRINCIPAL PROTECTION L.P.
(formerly, ML Principal Protection Plus L.P.)
As of April 1, 1998, the Fund no longer has any "core" Advisors, i.e.,
Advisors which are allocated 10% or more of the Fund's trading assets
(initially, 75% of the proceeds of the subscriptions to each Series). The
particular percentage allocations to the Advisors are not identified because,
among other things, these allocations are subject to frequent changes both due
to the effects of differential performance and to MLIP reallocating the Fund's
trading assets among such Advisors.
<TABLE>
<CAPTION>
Annualized Assets Under
Worst/Best Standard Management General
Monthly Deviation In Strategy
Rate of Return/1/ of Return/2/ Fund Program/3/ Classification/4/
------------------ ------------- --------------- -----------------
<S> <C> <C> <C> <C>
AIS Futures Management, L.L.C. (23.6)%/25.07% 32.5% $111 million Systematic;
MAAP-6x Program trend-following
Allied Irish Capital Management Ltd. (2.11)%/2.80% 3.3% $167 million Discretionary;
Worldwide Financial Futures Program - 4x fundamental
ARA Portfolio Management Company, L.L.C. (14.46)%/6//14.75% 20.8% $151 million Technical;
Gamma Program trend-following
Bridgewater Associates, Inc. N/A/6/ N/A/6/ $16.8 million Fundamental;
Pure Alpha Program technical
Chesapeake Capital Corporation/7/ (7.88)%/15.99% 16.4% $782 million Technical;
Diversified Trading Program trend-following
Dominion Capital Management, Inc. (12.28)%/10.11% 13.0% $70 million Technical;
Global Financial Program systematic
Fundamental Futures, Inc. (25.52)%/11.23% 15.0% $50 million Discretionary;
Fundamental Futures Trading Program fundamental
Graham Capital Management, L.P./5/ (6.93)%/12.33% 12.7% $224 million Technical;
Diversified Program trend-following
Grinham Managed Futures Pty Ltd (11.0)%/17.55% 18.6% $84 million Technical;
Diversified Managed Accounts systematic
Hill Financial Group, Ltd. (7.0)%/9.9% 11.2% $67 million Technical;
Multiple Strategy Program systematic
John W. Henry & Company, Inc. (9.8)%/8//15.8% 18.9% $1.3 billion Technical;
Financial and Metals Portfolio trend-following
Millburn Ridgefield Corporation (10.54)%/19.38% 16.0% $152 million Technical;
Diversified portfolio trend-following
Millennium Global Investments Ltd. (5.8)%/11.7% 12.7% $78 million Discretionary;
Global Currency Leverage fundamental
Northfield Trading L.P. (9.8)%/11.4% 14.4% $137 million Systematic;
Diversified Program trend-following
Quantitative Financial Strategies, Inc. (11.97)%/13.29% 16.7% $385 million/9/ Systematic;
The Currency Program fundamental
Range Wise, Inc. (8.0)%/8//9.65% 9.9% $62 million Discretionary;
Range Wise Trading Program fundamental
Telesis Management Inc. (9.6%)/30.3% 26.1% $168 million Discretionary;
Telesis Management Leveraged Program trend-following
Trendstat Capital Management, Inc. (8.75)%/10.28% 11.7% $171 million Technical;
World Currency Program trend-related
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Performance and assets under management information is current as of
January 31, 1998. Performance figures are not audited.
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/1/ The lowest and the highest monthly rate of return for the program traded
for the Fund. Performance information is presented for the period from
January 1, 1993 (or inception, if later) through January 31, 1998.
/2/ An annualized standard deviation of 2% and a mean return of 1% would mean
that approximately two-thirds of all monthly returns during a year have
historically fallen between (1)% and 3%, i.e., within a range (deviation)
of 2% above or below the mean. Standard deviation is one widely-accepted
measure of risk, as standard deviation indicates the variability of
returns. In general, the more variable an Advisor's historical returns, the
greater the risk that substantial losses have been included within the
historical range of returns.
/3/ Assets under management in the program traded for the Fund ("notional"
funds excluded, except as described in Note (8) below).
/4/ See "The Core Advisors" in the Prospectus for a description of these
strategy classifications.
/5/ Graham Capital Management L.P. ("Graham") is currently managing the Fund's
assets allocated to it as if Graham were managing 50% more capital than the
actual capital allocated to it.
/6/ Bridgewater Associates, Inc. ("Bridgewater") has traded the Pure Alpha
Program since December 1991, but under materially different business terms
than those agreed to by the Fund. Consequently, this prior record is not
representative of how Bridgewater will trade for the Fund. Bridgewater only
began trading for the Fund as of January 1, 1998, thus no performance is
presented.
/7/ Chesapeake Capital Corporation will no longer trade for the Fund as of May
31, 1998.
/8/ The Worst Monthly Rate of Return of any individual account, not of the
program on a composite basis.
/9/ "Notional" funds are included in assets under management for Quantitative
Financial Strategies, Inc.
New Developments
Mr. Michael A. Karmelin, Chief Financial Officer, Vice President and
Treasurer of MLIP, has announced that he will resign from MLIP effective April
15, 1998 to pursue other business opportunities. MLIP expects to announce his
successor in the near future.
