ML PRINCIPAL PROTECTION L.P.
                 (formerly, ML Principal Protection Plus L.P.)

                                SERIES M UNITS
                   PROSPECTUS SUPPLEMENT DATED JULY 21, 1997
                                      TO
                        PROSPECTUS DATED April 4, 1997
                             ____________________

     The Series M Units will be sold on or about October 1, 1997 pursuant to
acceptable subscriptions received on or before September 30, 1997.  The
Principal Assurance Date for the Series M Units will be September 30, 2002.

     Series M Units are offered at $100 per Unit ($97 in the case of officers
and employees of Merrill Lynch & Co., Inc. and its affiliates).  The minimum
initial investment is 50 Units ($5,000); the minimum investment for existing
Limited Partners is 10 Units ($1,000). Any greater number of whole Units may be
purchased.

     75% of the capital attributable to Series M Units will initially be
committed to trading.

     No distributions are presently intended to be made on the Series M Units.

     The Series M Units may be redeemed as of the end of any calendar month at
Net Asset Value, subject to a 3% redemption charge payable to Merrill Lynch
Investment Partners Inc. ("MLIP") on redemptions made on or prior to
September 30, 1998.
                           _________________________

     On June 24, 1997, the Commodity Futures Trading Commission ("CFTC")
accepted an Offer of Settlement from Merrill Lynch Futures Inc. ("MLF") and
others, in a matter captioned "In the Matter of Mitsubishi Corporation and
Merrill Lynch Futures Inc., et al.", CFTC Docket No. 97-10, pursuant to which
MLF, without admitting or denying the allegations against it, consented to a
finding by the Commission that MLF had violated Section 4c(a)(A) of the
Commodity Exchange Act, relating to wash sales, and CFTC Regulation 1.37(a),
relating to recordkeeping requirements.  MLF agreed to cease and desist from
violating Section 4c(a)(A) of the Act and Regulation 1.37(a), and to pay a civil
monetary penalty of $175,000.

     James M. Bernard, formerly a Senior Vice President of MLIP, is no longer
with the firm.
                           _________________________

     MLIP believes that it would be advantageous for its multiple advisor pools,
including the Fund, to increase the flexibility of the Fund's leverage policy.
Consequently, while the Fund's risk/reward objectives remain unchanged,
beginning in June 1997 MLIP may from time to time direct certain individual
Advisors to manage their Fund accounts as if they were managing up to 50% more
equity than the actual capital allocated to them.  This additional leverage is
subject to the condition that the Fund as a whole will not trade as if it had in
excess of 20% more equity than actual capital.

     It is not possible to predict the effect upleveraging may have,
particularly given the Advisors' ongoing leverage adjustments to their own
trading and the anticipated non-correlation of their strategies.  Increasing
leverage can generally be expected to increase profit potential, risk of loss
and volatility of returns.  The flat-rate fees charged to the Fund will not be
affected by this leverage policy change.  These fees will continue to be based
on only the actual capital allocated to trading.

     Any change in leverage by MLIP of the Fund's trading will be noted in the
asset allocation tables included in the Fund's monthly reports.
                           _________________________

     The reverse side of this Prospectus Supplement provides certain outline
information regarding the current Advisors used by ML Principal Protection L.P.
(the "Fund").
                           _________________________

 IN ADDITION TO THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS MUST BE ACCOMPANIED
 BY SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT WITHIN 60 CALENDAR DAYS
                           _________________________

    THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS
       OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED UPON
            THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT.
                           _________________________

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                           _________________________

              Merrill Lynch, Pierce, Fenner & Smith Incorporated
                                 Selling Agent

                    Merrill Lynch Investment Partners Inc.
                                General Partner

 
                          ML PRINCIPAL PROTECTION L.P.
                 (formerly, ML Principal Protection Plus L.P.)
                                 ______________

          As of July 1, 1997, the Net Asset Value of a Series A Unit initially
issued for $100 as of October 12, 1994 had risen to $125.05  (adding back to Net
Asset Value aggregate distributions of $12.00 per Series A Unit).

                                _______________

          The allocation of the Fund's trading assets (75% of the capital
initially attributable to each series of Units sold pursuant to this Prospectus
Supplement and thereafter) among its core Advisors as of July 21, 1997 is set
forth below in the parentheses following each core Advisor's name.  The
accompanying Prospectus includes more detailed information concerning the core
Advisors.  See "The Advisors" and "The Core Advisors" in the Prospectus.  Core
Advisors are Advisors allocated 10% or more of the Fund's trading assets for
management.  Non-core Advisors are each allocated less than 10% of the Fund's
assets for management.  The particular percentage allocations to the non-core
Advisors are not identified because, among other things, these allocations are
subject to frequent changes both due to the effects of differential performance
and to Merrill Lynch Investment Partners Inc. reallocating the Fund's traded
assets among such Advisors.



                                                                       Annualized     Assets Under
                                                    Worst/Best          Standard       Management          General
                                                      Monthly          Deviation           In             Strategy
                                                 Rate of Return/1/    of Return/2/   Fund Program/3/  Classification/4/
                                                -------------------  --------------  ---------------  -----------------
                                                                                          
Core Advisors

     Chesapeake Capital Corporation                 (10.98)%/15.99%        17.7%     $894 million     Technical;
       Diversified Trading Program (17%)                                                              trend-following
     John W. Henry & Company, Inc.                 (27.7)%/5//25.5%        25.6%     $1.9 billion     Technical;
       Financial and Metals Portfolio (15%)                                                           trend-following
Non-Core Advisors
     AIS Futures Management, Inc.                   (10.64)%/13.39%        17.9%     $130 million     Systematic;
       MAAP-2x-4x Program                                                                             trend-following
     ARA Portfolio Management Company, L.L.C.      (6.48)%/5//7.89%        10.8%     $110 million     Technical;
       Alpha Program                                                                                  trend-following
     Graham Capital Management, L.P./6/              (6.31)%/12.33%        13.8%     $229 million     Technical;
       Diversified Program                                                                            trend-following
     Trendstat Capital Management, Inc.              (5.83)%/10.28%        11.8%     $126 million     Technical;
       World Currency Program                                                                         trend-related
     Hill Financial Group, Ltd.                         (6.2)%/9.9%        11.3%     $ 69 million     Technical;
       Multiple Strategy Program                                                                      systematic
     Millburn Ridgefield Corporation                (10.54)%/19.38%        17.6%     $231 million     Technical;
       Global Portfolio - Normal Leverage                                                             trend-following
     Quantitative Financial Strategies, Inc.        (11.97)%/13.29%        15.5%     $207 million/7/  Systematic;
       The Currency Program                                                                           fundamental
     Range Wise, Inc.                                (6.92)%/12.91%        12.5%     $ 68 million     Discretionary;
       Range Wise Trading Program                                                                     fundamental
     Allied Irish Capital Management Ltd.             (2.11)%/2.80%         3.5%     $227 million     Discretionary;
       Worldwide Financial Futures Program                                                            fundamental
     Fundamental Futures, Inc.                      (10.66)%/11.23%        14.5%     $ 65 million     Discretionary;
       Fundamental Futures Trading Program                                                            fundamental
     Northfield Trading L.P./8/                       (11.6)%/11.4%        16.9%     $230 million     Systematic;
       Diversified Program                                                                            trend-following
     Telesis Management Inc./8/                        (9.6%)/30.3%        28.0%     $150 million     Discretionary;
       Telesis Management Leveraged Program                                                           trend-following


       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
  Performance and assets under management information is current as of May 31,
                  1997.  Performance figures are not audited.

          Futures trading is highly leveraged, as is each Advisor's trading
program. See "Leverage Considerations" and "Risk Factors" in the Prospectus.

          In considering the leverage at which the different Advisors trade and
the volatility of their performance, prospective investors should recognize that
due to the limited percentage of the Fund's trading assets allocated to each of
them, none of the non-core Advisors, individually, is likely to have a material
effect, over the short-term, on either the overall return or the overall
performance volatility of the Fund. The non-core Advisors as a group can have a
significant effect on performance. However, the likely performance non-
correlation among at least certain of these Advisors reduces the likelihood of
any major short-term effect.

          The current non-core Advisors each receive Consulting Fees of up to 2%
per annum of the Fund's assets managed by each of them, respectively, plus
quarterly or annual Profit Shares of between 15% and 20% of any cumulative New
Trading Profit achieved by each such Advisor.

- ------------------

/1/  The lowest and the highest monthly rate of return for the program traded
     for the Fund. Performance information is presented for the period from
     January 1, 1992 (or inception, if later) through May 31, 1997.
/2/  An annualized standard deviation of 2% and a mean return of 1% would mean
     that approximately two-thirds of all monthly returns during a year have
     historically fallen between (1)% and 3%, i.e., within a range (deviation)
     of 2% above or below the mean. Standard deviation is one widely-accepted
     measure of risk, as standard deviation indicates the variability of
     returns. In general, the more variable an Advisor's historical returns, the
     greater the risk that substantial losses have been included within the
     historical range of returns.
/3/  Assets under management in the program traded for the Fund ("notional"
     funds excluded, except as described in Note (6) below).
/4/  See "The Core Advisors" in the Prospectus for a description of these
     strategy classifications.
/5/  The worst Monthly Rate of Return of any individual account, not of the
     program on a composite basis.
/6/  Graham Capital Management, L.P. ("Graham") is currently managing the Fund's
     assets allocated to it as if Graham were managing 50% more equity than the
     actual capital allocated to it.
/7/  "Notional" funds are included in assets under management for Quantitative
     Financial Strategies, Inc.
/8/  Northfield Trading L.P. and Telesis Management Inc. will begin trading
     for the Fund on or about July 21, 1997.