May 10, 2005


Mail Stop 4561

Mr. Patrick Hayward
ML Principal Protection L.P.
C/O Merrill Lynch Investment Managers LLC
222 Broadway
27th Floor
New York, NY 10038-2510

Re:	ML Principal Protection L.P.
	Form 10-K for the year ended December 31, 2004
	File No. 0-25000

Dear Mr. Hayward:

      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.

      As indicated, we think you should revise your documents in
response to these comments in future filings.  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.  We also 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 for the year ended December 31, 2004

Exhibit 13.01 - 2004 Annual Report and Report of Independent
Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm, page 1

1. Supplementally, please confirm that you obtained a manually
signed
audit report from your auditors in accordance with Rule 302 of
Regulation S-T.  In future filings, please include the auditor`s
signature in typed form within the electronic 10-K filing.

Exhibit 13.01(a) - 2004 Annual Report and Independent Auditors`
Report for ML Multi-Manager Portfolio LLC

Independent Auditors` Report, page 1

2. Supplementally, please confirm that ML Multi Manager Portfolio
LLC
obtained a manually signed audit report from their auditors in
accordance with Rule 302 of Regulation S-T.  In future filings,
please include the auditor`s signature in typed form within the
electronic 10-K filing.


*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response 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 Matthew Maulbeck, Staff Accountant, at (202)
551-3466 or the undersigned at (202) 551-3403 if you have
questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief

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ML Principal Protection L.P.
May 10, 2005
Page 1