UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

o 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 0-18215

JOHN W. HENRY & CO./MILLBURN L.P.

(Exact Name of Registrant as

specified in its charter)

Delaware		06-1287586
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

c/o Merrill Lynch Alternative Investments LLC
Princeton Corporate Campus
800 Scudders Mill Road – Section 2G
Plainsboro, New Jersey 08536
(Address of principal executive offices)
(Zip Code)

609-282-6996
(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No ý

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-Q or any amendment to this Form 10-Q. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý

Indicate by check mark whether registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes o No ý

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN W. HENRY & CO./MILLBURN L.P.

(a Delaware limited partnership)

STATEMENTS OF FINANCIAL CONDITION

	March 31,		December 31,
	2006		2005
	(unaudited)

ASSETS:

Investments in Trading LLCs	$	22,860,412	$	22,731,551
Redemption receivable from Trading LLCs	215,318		282,573

TOTAL ASSETS	$	23,075,730	$	23,014,124

LIABILITIES AND PARTNERS’ CAPITAL:

LIABILITIES:

Administrative fees payable	$	11,250	$	12,250
Redemptions payable	204,068		270,323

Total liabilities	215,318		282,573

PARTNERS’ CAPITAL:
General Partner:
(166 and 189 Series A Units Outstanding)	$	60,906	$	67,612
(377 and 425 Series B Units Outstanding)	112,236		123,385
(270 and 296 Series C Units Outstanding)	62,655		66,981
Limited Partners:
(16,022 and 16,224 Series A Units Outstanding)	5,878,265		5,803,895
(35,933 and 36,815 Series B Units Outstanding)	10,697,139		10,688,039
(26,068 and 26,433 Series C Units Outstanding)	6,049,211		5,981,639

Total partners’ capital	22,860,412		22,731,551

TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	23,075,730	$	23,014,124

NET ASSET VALUE PER UNIT:
Series A (Based on 16,188 and 16,413 Units outstanding)	$	366.89	$	357.74
Series B (Based on 36,310 and 37,240 Units outstanding)	$	297.70	$	290.32
Series C (Based on 26,338 and 26,729 Units outstanding)	$	232.06	$	226.29

See notes to financial statements.

JOHN W. HENRY & CO./MILLBURN L.P.

(a Delaware limited partnership)

STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended March 31, 2006			For the three months ended March 31, 2005
TRADING PROFITS (LOSSES):

Realized	$	(236,077	)	$	(1,403,378	)
Change in unrealized	1,258,237			(2,063,951		)
Total trading profits (losses)	1,022,160			(3,467,329		)

INVESTMENT INCOME:
Interest	254,290			159,806

EXPENSES:

Brokerage commissions	487,486			527,161
Profit Shares	169,994			—
Administrative fees	48,088			52,255
Total expenses	705,568			579,416

NET INVESTMENT LOSS	(451,278		)	(419,610		)

NET INCOME (LOSS)	$	570,882		$	(3,886,939	)

NET INCOME (LOSS) PER UNIT:

Weighted average number of General Partner and Limited Partner Units outstanding
Series A	16,313			18,659
Series B	37,047			41,907
Series C	26,582			29,163

Net income (loss) per weighted average General Partner and Limited Partner Unit by series
Series A	$	9.11		$	(54.65	)
Series B	$	7.30		$	(44.36	)
Series C	$	5.72		$	(34.58	)

Substantially all items of income and expenses are derived from the investments in Trading LLCs.

See notes to financial statements.

JOHN W. HENRY & CO./MILLBURN L.P.

(a Delaware limited partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2006 and 2005

(unaudited)

	Units						General Partner									Limited Partners
	Series A		Series B		Series C		Series A			Series B			Series C			Series A			Series B			Series C			Total

PARTNERS’ CAPITAL, December 31, 2004	18,763		42,174		29,345		$	80,720		$	149,823		$	82,822		$	7,165,985		$	13,069,071		$	7,086,612		$	27,635,033

Net loss	—		—		—		(11,078		)	(20,465		)	(11,257		)	(1,008,662		)	(1,838,393		)	(997,084		)	(3,886,939		)

Redemptions	(251	)	(610	)	(1,003	)	(6,962		)	(14,973		)	(9,468		)	(80,650		)	(158,451		)	(205,799		)	(476,303		)

PARTNERS’ CAPITAL, March 31, 2005	18,512		41,564		28,342		$	62,680		$	114,385		$	62,097		$	6,076,673		$	11,072,227		$	5,883,729		$	23,271,791

PARTNERS’ CAPITAL, December 31, 2005	16,413		37,240		26,729		$	67,612		$	123,385		$	66,981		$	5,803,895		$	10,688,039		$	5,981,639		$	22,731,551

Net income	—		—		—		1,621			2,953			1,628			146,914			267,443			150,323			570,882

Redemptions	(225	)	(930	)	(391	)	(8,327		)	(14,102		)	(5,954		)	(72,544		)	(258,343		)	(82,751		)	(442,021		)

PARTNERS’ CAPITAL, March 31, 2006	16,188		36,310		26,338		$	60,906		$	112,236		$	62,655		$	5,878,265		$	10,697,139		$	6,049,211		$	22,860,412

See notes to financial statements.

JOHN W. HENRY & CO./MILLBURN L.P.

(A Delaware limited partnership)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of John W. Henry & Co./Millburn L.P. (the “Partnership”) as of March 31, 2006, and the results of its operations for the three months ended March 31, 2006 and 2005. The operating results for the interim periods may not be indicative of the results for the full year.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) 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, 2005.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. INVESTMENTS

As of March 31, 2006, the Partnership had investments in ML JWH Financials and Metals Portfolio LLC (“JWH LLC”) and Millburn Global LLC (“Millburn LLC”) (“Trading LLCs”, collectively) of $11,430,206 and $11,430,206, respectively. As of December 31, 2005, the Partnership had investments in JWH LLC and Millburn LLC of $11,365,776 and $11,365,775, respectively. The majority of revenue and expenses of the Partnership have been derived from its investments in the Trading LLCs.

Condensed statements of financial condition and statements of operations for JWH LLC and Millburn LLC are set forth as follows:

	March 31, 2006
	(unaudited)				December 31, 2005
	JWH		Millburn		JWH		Millburn
	LLC		LLC		LLC		LLC

Assets	$	11,534,383	$	12,234,185	$	11,871,748	$	11,448,400

Liabilities	$	104,177	$	803,979	$	505,972	$	82,625
Members’ Capital	11,430,206		11,430,206		11,365,776		11,365,775

Total	$	11,534,383	$	12,234,185	$	11,871,748	$	11,448,400

	JWH			Millburn			JWH			Millburn
	LLC			LLC			LLC			LLC
	For the three months ended March 31, 2006			For the three months ended March 31, 2006			For the three months ended March 31, 2005			For the three months ended March 31, 2005
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue (loss)	$	96,599		$	1,179,850		$	(2,595,535	)	$	(711,988	)

Expenses	(236,790		)	(435,028		)	(255,788		)	(286,878		)

Net income (loss)	$	(140,191	)	$	744,822		$	(2,851,323	)	$	(998,866	)

3. FAIR VALUE AND OFF-BALANCE SHEET RISK

The Partnership invests indirectly in derivative instruments by investing in the Trading LLCs but does not itself hold any derivative instrument positions. The nature of this Partnership has certain risks, which cannot all be presented on the financial statements. The following summarizes some of those risks.

Market Risk

Derivative instruments involve varying degrees of off-balance sheet market risk. Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the net unrealized profit (loss) as reflected in the respective Statements of Financial Condition of the Trading LLCs. The Partnership’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Partnership, through the Trading LLCs, as well as the volatility and liquidity of such markets in which such derivative instruments are traded.

Merrill Lynch Alternative Investments LLC (“MLAI”), the General Partner, has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of the Advisors selected from time to time for the Partnership, calculating the Net Asset Value of the Advisors’ respective Trading LLC accounts as of the close of business on each day and reviewing outstanding positions for over-concentrations both on an advisor-by-advisor and on an overall Partnership basis. While MLAI does not itself intervene in the markets to hedge or diversify the Partnership’s market exposure, MLAI may urge Advisors to reallocate positions or itself reallocate Partnership assets among Advisors (although typically only as of the end of a month) in an attempt to avoid over-concentration. However, such interventions are unusual. Except in cases in which it appears that an Advisor has begun to deviate from past practice and trading policies or to be trading erratically, MLAI’s basic risk control procedures consist simply of the ongoing process of advisor monitoring and selection, with the market risk controls being applied by the Advisors themselves.

Credit Risk

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

The Partnership, through the Trading LLCs, has credit risk with respect to non-performance of its counterparties and brokers, but attempts to mitigate this risk by dealing almost exclusively with Merrill Lynch entities as clearing brokers.

The Partnership, through the Trading LLCs, in its normal course of business, enters into various contracts with Merrill Lynch Pierce Fenner & Smith Inc. (“MLPF&S”) acting as its commodity broker. Pursuant to the brokerage agreement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in the Trading LLC’s Statements of Financial Condition under Equity in commodity futures trading accounts.

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

MONTH-END NET ASSET VALUE PER SERIES A UNIT

	Jan.		Feb.		Mar.
2005	$	358.46	$	348.10	$	331.64
2006	$	362.06	$	345.38	$	366.89

MONTH-END NET ASSET VALUE PER SERIES B UNIT

	Jan.		Feb.		Mar.
2005	$	290.90	$	282.50	$	269.14
2006	$	293.78	$	280.25	$	297.70

MONTH-END NET ASSET VALUE PER SERIES C UNIT

	Jan.		Feb.		Mar.
2005	$	226.75	$	220.20	$	209.79
2006	$	229.00	$	218.45	$	232.05

Performance Summary

All of the Partnership’s assets are invested in the Trading LLCs. The Partnership receives trading profits and losses as an investor in the Trading LLCs . The following commentary describes the trading results of the Trading LLCs.

January 1, 2006 to March 31, 2006

The Partnership’s overall trading was profitable for the quarter. The Partnership experienced gains in three of the four sectors, with the largest gain in the stock indices sector.

The stock indices sector was the most profitable for the Partnership. At the beginning of the quarter, the Partnership continued to hold long positions in all 15 traded markets which benefited from strong worldwide equity markets. The Nikkei 225 (up 3.3%) was the most profitable stock index traded as it rose to an over five year high after sustaining high intra-month volatility. In the middle of the quarter, most indices lost profits but rebounded by the end of the quarter. Successful trading in the major U.S. indices contributed positively, with the S&P 500 and Dow Jones Industrial Average, at five year highs and the Russell 2000 at all-time highs.

The metals sector posted a gain as the Partnership was well positioned to capture the sector’s sustained upward trend. Precious metals, gold and silver bolstered the Partnership’s returns as investors sought the safety of these markets when tensions in Iran increased over its nuclear program. Long positions in the base metals copper, zinc and aluminum added to profitability. Industrial metals slumped mid-quarter. The metals sector bounced back the end of the quarter due to a strong performance from silver and copper. Silver, for May delivery, closed the month at $11.66, its highest level since September 1983. An 18.52% gain for silver was driven largely by the anticipation of the launching of a silver exchange traded fund by Barclays Capital. Copper rallied to an all time high with a 13.84% gain at the end of the quarter. The metal’s rally has been fueled by speculation that increased worldwide economic growth (particularly in China) will reduce inventories and potentially trigger supply shortfalls.

The interest rate sector posted a profit for the Partnership. The beginning of the quarter was difficult due to losses made in long positions in ten year notes in the Japanese, German and U.S. markets. However, gains were recaptured mid-quarter due to short positions in the Eurodollar and Euribor contracts. Short positions in the U.S. Treasury two-year and ten-year notes contributed with modest profits as traders stepped up bets that the U.S. Federal Reserve will raise interest rates at least two more times by June. Gains continued through the end of the quarter as the Partnership had short positions in nearly every instrument it traded in the sector. The majority of the gains were made through short positions in the U.S. and German bonds across the yield curve. Yields on the U.S. Treasury ten-year note rose to the highest level since May 2004 after the U.S. Federal Reserve lifted its target rate for the 15^th consecutive time and hinted there may be more increases.

The currency sector posted losses for the Partnership. Losses were particularly attributed to short positions in the Swiss franc and Japanese yen. Short position in the Japanese yen was the worst performing position for the Partnership after the Bank of Japan Governor, Toshihiko Fukui said a seven-year bout of deflation has almost ended and the central bank will gradually raise interest rates from zero percent, resulting in the Japanese yen rising over 2.50%. The Euro proved to be difficult as the market moved against the Partnership’s long position. The Canadian dollar and Mexican peso were especially challenging as both currencies suffered sharp reversals versus the U.S. dollar. Traders drove the Canadian dollar lower on concerns that Canada’s interest rate disadvantage with U.S. will widen. In Mexico, the Bank of Mexico cut rates, further weakening the currency versus the U.S. dollar.

January 1, 2005 to March 31, 2005

The Partnership was unprofitable for the first quarter of 2005. In the beginning of the quarter, many trend-following programs experienced difficulty as larger trends, which started in the fourth quarter reversed during the quarter. Global equity markets sold-off after rallying in December. The U.S. dollar began strengthening and metal markets also sold-off. Throughout the remainder of the quarter, many longer-term trend-following programs experienced difficulty, as markets remained quite range bound and choppy.

The currency sector began the first quarter with a loss, as the U.S. dollar strengthened against various other currencies. Gains achieved in exposure to the Japanese yen were outweighed by losses in the Euro, Canadian dollar and Australian dollar. At mid-quarter, gains generated in exposure to the Australian dollar and Polish zloty were outweighed by losses in the Euro, Japanese yen and Swiss franc. At the end of the quarter, gains generated in exposure to the Japanese yen and Swiss franc were outweighed by losses in the Polish zloty, Brazilian real, and Australian dollar.

The metals sector also posted losses, as markets sold off on slower growth estimates in 2005. Both exposure to industrial and precious metals detracted from performance. The sector gained during the quarter as markets rallied in both the precious and industrial sub-sectors, particularly gold, copper and aluminum. However, the sector ended the quarter with a loss as gains in non-precious metals such as aluminum and copper were offset by losses in silver and gold contracts.

A loss was posted for the stock indices sector as markets reversed and sold off. Major losses were from exposure to the United States and Asia. During the quarter, a gain was posted as exposure to Asian equities and selected U.S. equities posted gains. A loss was realized at the end of the quarter as exposure to U.S. equities and Asian equities contributed to the bulk of losses.

The interest rate sector was the poorest performing sector for the first quarter. The beginning of the quarter had gains generated in exposure to Japanese, U.S. and European fixed income. Toward the end of the quarter, gains were generated at the front end of the U.S. curve, while losses were experienced in exposure to European and Japanese fixed income. Losses were mainly from exposure to German and Japanese fixed income instruments. Profits were made from short exposure to Eurodollar and U.S. Treasury note contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Merrill Lynch Alternative Investments LLC, the General Partner of John W. Henry & Co./Millburn L.P., with the participation of the General Partner’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership and Trading LLCs as of the end of the period of this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership or Trading LLCs internal controls or in other factors that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	JOHN W. HENRY & CO./MILLBURN L.P.


		By:	MERRIL LYNCH ALTERNATIVE
			INVESTMENTS LLC
			General Partner


Date: May 15, 2006	By	/s/ ROBERT M. ALDERMAN
		Robert M. Alderman
		Chief Executive Officer, President and Manager
		(Principal Executive Officer)


Date: May 15, 2006	By	/s/ MICHAEL L. PUNGELLO
		Michael L. Pungello
		Vice President, Chief Financial Officer
		and Treasurer
		(Principal Financial and Accounting Officer)

		Page

PART I

Item 1.	Financial Statements	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II

Item 1.	Legal Proceedings	10

Item 2.	Changes in Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Submission of Matters to a Vote of Security Holders	10

Item 5.	Other Information	10

Item 5a.	Recent Sales of Unregistered Securities: Uses of Proceeds From Registered Securities	10

Item 6	Exhibits and Reports on Form 8-K	11