May 10, 2005


Mail Stop 45-61

Robert M. Alderman
800 Scudders Mill Road - Section 2G
Plainsboro, NJ 08536

Re:	HENRY JOHN W & CO/MILLBURN L P
	Form 10-K for the year ended December 31, 2004
	File No. 000-18215

Dear Mr. Alderman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K

Item 9A:  Controls and Procedures, page 12

1. We note that the Company performed an evaluation of the
effectiveness of the design and operations or your disclosure
controls and procedures within 90 days prior to your filing the
Company`s July 31, 2004 Form 10-KSB.  Pursuant to Item 307 of
Regulations S-B as amended by Release No. 33-8238: Management`s
Reports on Internal Control over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports,
which
was effective August 14, 2003, such evaluation should be performed
as
of the end of the period covered by the report.  Tell us how you
considered such requirements or revise your disclosures
accordingly.

Exhibit 99.13.01

Report of Independent Registered Public Accounting Firm
2. Supplementally explain to us why your audit opinion is not
signed
by your independent auditors pursuant to Article 2-02 of
Regulation
S-X or revise, accordingly.

Exhibit 99.13.01(a)

ML Millburn Global LLC

Independent Auditor`s Report
3. Supplementally explain to us how you considered PCAOB Auditing
Standard No. 1 with regards to making reference to the standards
of
the Public Company Accounting Oversight Board within your
independent`s audit report or revise, accordingly.
4. Supplementally explain to us why your audit opinion is not
signed
by your independent auditors pursuant to Article 2-02 of
Regulation
S-X or revise, accordingly.

ML JHW Financial and Metals Portfolio L.L.C

Independent Auditor`s Report
5. Supplementally explain to us how you considered PCAOB Auditing
Standard No. 1 with regards to making reference to the standards
of
the Public Company Accounting Oversight Board within your
independent`s audit report or revise, accordingly.
6. Supplementally explain to us why your audit opinion is not
signed
by your independent auditors pursuant to Article 2-02 of
Regulation
S-X or revise, accordingly.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.


      You may contact Yolanda Crittendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3413 if you have
questions.


						Sincerely,


						Cicely D. Luckey
Branch Chief



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HENRY JOHN W & CO/MILLBURN L P
May 10, 2005
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