Alternative Investments Client Services

                                         Princeton Corporate Campus
                                         800 Scudders Mill Road, 2H
                                         Plainsboro, New Jersey 08536


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                                      May 19, 2005

Mr. Stephen Jacobs
Accounting Branch Chief
United States Securities and Exchange Commission
450 Fifth Street NW
Washington DC  20549

Re:   ML Principal Protection LP - file no. 0-25000


Dear Mr. Jacobs:

In response to your comment letter dated May 10 for the above referenced file
number, we would like to assure the U.S. Securities and Exchange Commission that
we have received the manually signed annual reports from our auditors, Deloitte
and Touche, prior to submitting our 10K files via EDGAR. We maintain these
manual signatures in our files on site for 18 months and then are housed off
site for 10 years. The ML Multi Manager Portfolio LLC, which is included in the
filing for ML Principal Protection LP, also has manually signed opinions placed
in its files in the same manner.  We will indicate the auditor signature
electronically in futures filings.

If you have any further inquiries, you may contact me directly at 609-282-6091
or via email at barbra_kocsis@ml.com.  You may also contact the Chief Financial
Officer, Patrick Hayward.

Regards

\s\ Barbra E. Kocsis

Barbra E. Kocsis
Vice President/Fund Controller
MLIM Alternative Investments Accounting Services