MERRILL LYNCH INVESTMENT PARTNERS, INC.

[GRAPHIC HERE]

ML Principal Protection L.P.


Monthly Statement April 1997
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[LOGO OF MERRILL LYNCH]



                         ML Principal Protection L.P.

Dear Limited Partner,

The Net Asset Value ("NAV") of ML Principal Protection L.P. (the "Fund")
decreased during April.  Please see the accompanying summary financial
information for the NAV of your series of Units.

Trading results were mixed in April, as trendless conditions prevailed
throughout much of the month in several key sectors, especially global bonds.
In addition to interest rate trading, losses were incurred in stock index,
metals and energy positions.  Profitable trading for the Fund resulted from
positions in currencies and agricultural commodities.

U.S. bond prices moved in a directionless pattern throughout most of the month,
as investors remained concerned over inflation and its impact on further
increases in interest rates by the U.S. Federal Reserve.  However, prices of
U.S. Treasury securities broke out of their narrow trading range on April 29 and
30, as weak economic data was released in several U.S. government reports.
Similarly, Japanese government bonds saw no significant price movement, until
prices began to trend downward near the end of the month, following the Bank of
Japan's quarterly branch managers' meeting where officials reiterated the view
that the economy is recovering "moderately" and essentially endorsed the current
easy-money policy.  Interest rate trading resulted in losses for the Fund in
both dollar and non-dollar denominated bonds.

As equity markets worldwide experienced trend reversals in April, positions in
stock index futures resulted in trading losses for the Fund.  Following a
downturn at mid-month, the U.S. stock market surged by month-end just short of
record levels, on rising bond prices and renewed investor optimism. After
experiencing quick price appreciation earlier this year, continental European
equity markets drifted into benign trading ranges.  Japanese equities began to
trend upward at mid-month, following several weeks of little movement.

In agricultural commodities, the coffee market surged to new highs during the
month on continued tightness in supply.  Wheat prices also rose throughout much
of April, as a significant freeze in well-developed U.S. winter wheat growing
areas on April 11 and 12 dramatically changed the supply outlook for the coming
year.  Despite more price volatility than experienced in coffee and wheat
futures, sugar prices appreciated to new highs by month-end.  Positions in
coffee, wheat and sugar resulted in trading profits for the Fund.

As of May 1, 1997, the Fund's assets were allocated as follows:



Trading Advisor                             % Allocation
- ---------------                             ------------
                                         
Chesapeake Capital Corporation                     11.24
John W. Henry & Company, Inc.                       8.82
Trendstat Capital Management, Inc.                  5.25
ARA Portfolio Management Company, L.L.C.            5.11
AIS Futures Management, Inc.                        4.89
Graham Capital Management, L.P.                     4.88
Hill Financial Group, Ltd.                          4.47
Millburn Ridgefield Corporation                     4.26
Quantitative Financial Strategies, Inc.             3.51
Range Wise, Inc.                                    3.03
Allied Irish Capital Management Ltd.                2.56
Fundamental Futures, Inc.                           1.49
Cash                                               40.49
                                            ------------
                                                  100.00%


                     1997 Year-to-Date
                 Gross Total Trading Results*
                       Thru April 30
                                            
Agriculture                                    $ 1,614,063
Currencies                                       2,649,214
Energy                                            (538,608)
Financial Instruments                           (1,365,413)
Metals                                             380,473
Stock Indices                                      131,295
                                               -----------  
Total                                          $ 2,871,024
*  Before deduction of any fees and charges



Michael A. Karmelin has been appointed Chief Financial Officer, Vice President
and Treasurer of Merrill Lynch Investment Partners Inc. ("MLIP").  Mr. Karmelin
assumed these positions on April 14, 1997, when he completed his tenure as Chief
Financial Officer of Merrill Lynch, Hubbard  Inc. ("ML Hubbard"), a sponsor of
real estate limited partnerships.  Mr. Karmelin was born in 1947.  Mr. Karmelin
joined ML Hubbard in January 1994 and was a Vice President of that company.
From May 1994 to April 1997, he was the Chief Financial Officer of ML Hubbard,
responsible for its accounting, treasury and tax functions.  Prior to joining ML
Hubbard, Mr. Karmelin held several senior financial positions with Merrill Lynch
& Co., Inc. ("ML&Co.") and Merrill Lynch, Pierce, Fenner & Smith Incorporated
from December 1985 to December 1993, including Vice President/Senior Financial
Officer Corporate Real Estate and Purchasing, Manager Commitment Control/Capital
Budgeting, and Senior Project Manager/Project Analysis.  Prior to joining
ML&Co., Mr. Karmelin was employed at Avco Corporation for 17 years, where he
held a variety of financial positions.  Mr. Karmelin holds a B.B.A. degree in
Accounting from Baruch College, C.U.N.Y. and a Master of Business Administration
degree in Corporate Strategy and Finance from New York University.  Mr. Karmelin
passed the Certified Public Accountant examination in 1974 and is a member of
the Treasury Management Association, the Institute of Management Accountants and
The Strategic Leadership Forum.

Mr. James M. Bernard no longer acts as Chief Financial Officer and Treasurer of
MLIP, effective April 14, 1997.  Mr. Bernard  remains a Senior Vice President of
MLIP.

Despite the lack of clear price trends in global bond markets and the volatility
experienced in equity markets, most of the Fund's Advisors were able to minimize
losses and in some cases generate profits through disciplined risk management.
We look forward to increased profitability for the Fund as trends reemerge in
key markets.

                      Sincerely,
                      John R. Frawley, Jr.
                      President & Chief Executive Officer
                      Merrill Lynch Investment Partners Inc.
                      (General Partner)

FOR THE EXCLUSIVE USE OF INVESTORS IN ML PRINCIPAL PROTECTION L.P.    THIS
MONTHLY REPORT IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES.  AN OFFER CAN ONLY BE MADE BY A CURRENT PROSPECTUS, AS SUPPLEMENTED,
TOGETHER WITH SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT WITHIN 60 DAYS.
THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT RISK FACTORS, PERFORMANCE
AND OTHER  ASPECTS OF THE FUND AND MUST BE READ CAREFULLY BEFORE INVESTING.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.  PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

THIS MONTHLY REPORT MUST NOT BE REPRODUCED OR DISTRIBUTED IN ANY MANNER.

           ML Principal Protection L.P.
                  April 30, 1997
               Statement of Changes
                In Net Asset Value

                                   
Net Asset Value (680,310.61 Units)
 at March 31, 1997                    $76,075,314
Net Income (Loss) for April 1997         (526,638)
Less Redemptions of 8,571.00 Units       (943,036)
Distribution - Series C Units            (305,812)
Distribution - Series G Units            (452,428)
                                      -----------
Net Asset Value (671,739.61 Units)
 at April 30, 1997                    $73,847,400
                                      ===========  

Net Asset Value at April 30, 1997
       Series A Units                    $ 113.89*
                                         ========
       Series B Units                    $ 110.81*
                                         ========
       Series C Units                    $ 104.99*
                                         ========
       Series D Units                    $ 111.25*
                                         ========
       Series E Units                    $ 111.66*
                                         ========
       Series F Units                    $ 105.84*
                                         ========
       Series G Units                    $ 103.41*
                                         ========
       Series H Units                    $ 109.54*
                                         ========
 
 
*  The Net Asset Value per Unit does not include the annual distributions paid
to Unitholders.

- -------------------------------------------------------------------------------
           Statement of Income/(Loss)

                                       
                                          April
                                          -----
Revenues:
 Realized Profit/(Loss)                 $(208,412)
 Change in Unrealized Profit/(Loss)      (314,550)
                                        ---------
Total Trading Results                    (522,962)
 Interest Income                         (292,249)
                                        ---------
     Total Revenues                      (230,713)

Expenses:
  Brokerage Commissions                   333,432
  Administrative Fees                       9,527
  Allocation of New Profit Share          (41,440)
  Organizational Expenses                   6,642
                                        ---------
     Total Expenses                       308,161
                                        ---------
  Net Income/(Loss) Before
     Minority Interest                   (538,874)
                                        ---------
  Minority Interest                        12,236
                                        ---------
Net Income/(Loss)                       $(526,638)
                                        =========
 
 
- -------------------------------------------------------------------------------
To the best of the knowledge and belief of the undersigned the information
contained in this report is accurate and complete.

  /s/ Michael A. Karmelin

      Michael A. Karmelin
      Chief Financial Officer
      Merrill Lynch Investment Partners Inc.

Please notify the following of any address changes:
Merrill Lynch Investment Partners Inc.
Merrill Lynch World Headquarters
South Tower
World Financial Center
New York, New York  10080-6106