UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
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                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                            Commission File Number   0-18215
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John W. Henry & Co./Millburn L.P.
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            (Exact name of registrant as specified in its charter)

c/o Merrill Lynch Alternative Investments LLC, Princeton Corporate Campus,
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800 Scudders Mill Road-Section 2G, Plainsboro, NJ 08536, (609) 282-6091
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Series A Units, Series B Units, Series C Units
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           (Title of each class of securities covered by this Form)

None
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)            [X]      Rule 12h-3(b)(1)(ii)        [ ]

         Rule 12g-4(a)(2)(i)         [ ]      Rule 12h-3(b)(2)(i)         [ ]

         Rule 12g-4(a)(2)(ii)        [ ]      Rule 12h-3(b)(2)(ii)        [ ]

         Rule 12h-3(b)(1)(i)         [ ]      Rule 15d-6                  [ ]



         Approximate number of holders of records as of the certification or
notice date:  1
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         Pursuant to the requirements of the Securities Exchange Act of 1934,
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.



Date:  August 8, 2007                 By:  /s/ Barbra Kocsis
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Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.