UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
OR
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  0-25000

ML PRINCIPAL PROTECTION L.P.

(Exact Name of Registrant as specified in its charter)

Delaware	13-3750642 (Registrant)
(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 by Rule 405 of the Securities Act

Yes o No x

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 x

Indicate by check mark if 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 x 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.   x

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  x

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

Yes o No x

ML PRINCIPAL PROTECTION L.P.

QUARTERLY REPORT FOR JUNE 30, 2006 ON FORM 10-Q

Table of Contents

		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	11
Item 4.	Controls and Procedures	11
PART II
Item 1.	Legal Proceedings	12
Item 2.	Changes in Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 5a.	Recent Sales of Unregistered Securities: Uses of Proceeds From Registered Securities	12
Item 6.	Exhibits	13

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

ML PRINCIPAL PROTECTION L.P.

(a Delaware Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

	June 30,		December 31,
	2006		2005
	(unaudited)
ASSETS
Investment in Global Horizons	$	9,904,232	$	10,232,424
Receivable from Global Horizons	287,007		192,138
TOTAL ASSETS	$	10,191,239	$	10,424,562
LIABILITY AND PARTNERS’ CAPITAL
LIABILITY:
Redemptions payable	$	287,007	$	192,138
PARTNERS’ CAPITAL:
General Partner (107,422 and 160,738 Units)	109,161		154,642
Limited Partners (9,638,995 and 10,475,025 Units)	9,795,071		10,077,782
Total partners’ capital	9,904,232		10,232,424
TOTAL LIABILITY AND PARTNERS’ CAPITAL	$	10,191,239	$	10,424,562
NET ASSET VALUE PER UNIT
(Based on 9,746,417 and 10,635,763 Units outstanding)	$	1.0162	$	0.9621

See notes to financial statements.

2

ML PRINCIPAL PROTECTION L.P.

(a Delaware Limited Partnership)

STATEMENTS OF OPERATIONS

(unaudited)

	For the three			For the three			For the six			For the six
	months ended			months ended			months ended			months ended
	June 30,			June 30,			June 30,			June 30,
	2006			2005			2006			2005
TRADING PROFITS (LOSSES):
Realized	$	465,060		$	(57,679	)	$	808,153		$	(134,807	)
Change in unrealized	(110,373		)	11,946			(38,046		)	(9,734		)
Total trading profits (losses)	354,687			(45,733		)	770,107			(144,541		)
INVESTMENT INCOME:
Interest	123,039			76,600			232,662			148,924
EXPENSES:
Brokerage commissions	181,716			200,310			361,664			411,313
Administrative fees	6,266			6,907			12,471			14,183
Profit shares	46,311			19,699			62,085			53,657
Total expenses	234,293			226,916			436,220			479,153
NET INVESTMENT LOSS	(111,254		)	(150,316		)	(203,558		)	(330,229		)
NET INCOME (LOSS)	$	243,433		$	(196,049	)	$	566,549		$	(474,770	)
NET INCOME (LOSS) PER UNIT:
Weighted average number of General Partner and Limited Partner Units outstanding	9,996,255			11,893,205			10,208,958			12,261,368
Net income (loss) per weighted average General Partner and Limited Partner Unit	$	0.0244		$	(0.0165	)	$	0.0555		$	(0.0387	)

Substantially all items of income and expense are derived from the investment in Global Horizons.

See notes to financial statements.

3

ML PRINCIPAL PROTECTION L.P.

(a Delaware Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the six months ended June 30, 2006 and 2005

(unaudited)

			General			Limited
	Units		Partner			Partners			Total
PARTNERS’ CAPITAL, December 31, 2004	11,905,077		$	160,719		$	12,892,828		$	13,053,547
Conversion of Units (Note 3)	1,149,203		19			714			733
Net loss	—		(5,880		)	(468,890		)	(474,770		)
Redemptions	(1,306,988	)	—			(1,261,924		)	(1,261,924		)
PARTNERS’ CAPITAL, June 30, 2005	11,747,292		$	154,858		$	11,162,728		$	11,317,586
PARTNERS’ CAPITAL, December 31, 2005	10,635,763		$	154,642		$	10,077,782		$	10,232,424
Net income	—		6,923			559,626			566,549
Redemptions	(889,346	)	(52,404		)	(842,337		)	(894,741		)
PARTNERS’ CAPITAL, June 30, 2006	9,746,417		$	109,161		$	9,795,071		$	9,904,232

See notes to financial statements.

4

ML PRINCIPAL PROTECTION 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 ML Principal Protection L.P. (the “Partnership”) as of June 30, 2006, and the results of its operations for the three and six months ended June 30, 2006 and 2005.  However, 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 conformity 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 June 30, 2006 and December 31, 2005, the Partnership had an investment in Global Horizons I L.P. (“Global Horizons”) of $9,904,232 and $10,232,424, respectively.  As of June 30, 2006 and December 31, 2005, the Partnership’s percentage ownership share of Global Horizons was 3.85% and 3.81%, respectively.

Condensed statements of financial condition and statements of operations for Global Horizons are set forth as follows:

	June 30,		December 31,
	2006		2005
	(unaudited)
Assets	$	264,317,035	$	280,475,255
Liabilities	$	7,247,046	$	11,889,388
Partners’ Capital	257,069,989		268,585,867
Total	$	264,317,035	$	280,475,255

5

	For the three months  ended June 30, 2006		For the three months  ended June 30, 2005			For the six months  ended June 30, 2006		For the six months  ended June 30, 2005
	(unaudited)		(unaudited)			(unaudited)		(unaudited)
Trading profits and interest income	$	12,244,345	$	1,418,150		$	25,799,272	$	1,581,916
Expenses	6,167,732		5,061,337			11,574,938		9,895,857
Net income (loss)	$	6,076,613	$	(3,643,187	)	$	14,224,334	$	(8,313,941	)

3.FAIR VALUE AND OFF-BALANCE SHEET RISK

The Partnership invests indirectly in derivative instruments as a result of its investment in Global Horizons, but does not itself hold any derivative instrument positions. The nature of this Partnership has certain risks which cannot be presented on the financial statements.  The following summarizes some of those risks resulting from its investment in Global Horizons.

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 Partnership’s allocation of net unrealized profit (loss) on such derivative instruments as reflected in the Statements of Financial Condition of Global Horizons.  The Partnership’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by Global Horizons as well as the volatility and liquidity of the markets in which such derivative instruments are traded.

The General Partner, Merrill Lynch Alternative Investments LLC (“MLAI”), 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 trading advisors (“Advisors”) selected from time to time by MLAI, as the General Partner of Global Horizons, calculating the Net Asset Value of their respective Partnership’s accounts and Global Horizons’ 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 through Global Horizons among Advisors (although typically only as of the end of a month) in an attempt to avoid over-concentrations.  However, such interventions are unusual.  Except in cases in which it appears that an Advisor has begun to deviate from past practice or 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.

6

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 require margin in the over-the-counter markets.

The Partnership, through Global Horizons, 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 & Co., Inc. (“Merrill Lynch”) entities as clearing brokers.

The Partnership, through Global Horizons, in its normal course of business, enters into various contracts, with Merrill Lynch Pierce Fenner & Smith (“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 in the financial statements of Global Horizons in the equity in commodity futures trading accounts in the Statements of Financial Condition.

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

MONTH-END NET ASSET VALUE PER UNIT

	Jan.		Feb.		Mar.		Apr.		May		Jun.
2005	$	0.9659	$	0.9763	$	0.9788	$	0.9514	$	0.9519	$	0.9634
2006	$	0.9829	$	0.9752	$	0.9927	$	1.0242	$	1.0215	$	1.0162

Performance Summary

January 1, 2006 to June 30, 2006

All of the Partnership’s trading assets are invested in Global Horizons as of January 1, 2005.  The Partnership recognizes trading profits or losses as an investor in Global Horizons. The following 2005 commentary describes the trading results of Global Horizons.

January 1, 2006 to March 31, 2006

All of the Partnership’s trading assets are invested in Global Horizons.  The Partnership recognizes trading profits or losses as an investor in Global Horizons. The following commentary describes the trading results of Global Horizons.

The Partnership posted a gain for the first quarter. Gains in interest rates, metals and stock indices sectors outweighed losses experienced in the agricultural, energy and currencies sectors.

The largest gains were posted in the interest rate sector. Short positions in Eurodollars, the front end of the U.S. curve, and in German bunds, Japanese government bonds and U.S. Treasuries all drove performance.  The short positions to the U.S. profited due to higher interest rates as a result of increased

7

inflationary pressure. U.S Treasuries contributed as markets declined on stronger than expected consumer confidence and rising inflationary fears.

The metals sector posted a gain for the Partnership despite losses realized mid-quarter.  Metals rallied due to base and precious metal holdings.  Long gold positions profited as investors continued to use gold as a hedge against a weakening U.S. dollar.  Aluminum and zinc both rallied early in the quarter due to global growth and supply issue.  Precious and base metals contributed to performance through long positions to gold, silver and copper as demand increased.

Trading in stock indices also posted gains throughout the quarter. Strong domestic and international markets contributed to performance.  The increased volatility in the European markets provided increased opportunities for short-term trend followers.  The Partnership continued to maintain a long bias to global equities.  Japan and European exposures led performance as markets rallied, while U.S. exposures slightly detracted from performance.

Trading in agricultural commodities contributed to losses during the quarter despite small gains in the latter part of the quarter.  Short positions in coffee and long positions in corn detracted from performance mid-quarter.  Some losses were mitigated through long positions in sugar as demand grew for ethanol, a sugar by product.  Detracting from performance were long exposures to the soybean complex.  Contributing slightly in March were gains resulting from short positions in coffee and the meat complex as prices continued to decrease.

Trading in the energy sector posted losses throughout the quarter.  Crude oil rallied due to geopolitical issues but was not enough to offset losses from the decline in refined products, such as unleaded and heating oil.  Crude oil suffered mid-quarter as prices declined amid increased supply.  Geopolitical issues led to increased volatility within the sector.  This caused gasoline prices to surge as supply decreased reversing the downward price trend experienced earlier in the quarter.

The currencies sector was the sector with the weakest performance for the Partnership, despite small gains early in the quarter.  Foreign exchange contributed positively to the Partnership as the U.S. dollar weakened throughout the month due to the continuation of December’s carry trade reversal and the continued expectation for the slowdown of the U.S. Federal Reserve.  Contributing to performance was long Canadian dollar and British pound positions, while detracting from performance was positions in the Euro and Swiss franc.  Long positions in the Mexican peso and short Euro positions contributed to performance as well.  Foreign exchange detracted due to strong reversals in March.  Long exposures to the Mexican peso, Japanese yen, Canadian dollar and the British pound during the choppy market conditions all contributed to losses.

April 1, 2006 to June 30, 2006

The Partnership posted a gain for the second quarter.  Gains in interest rates, metals, currencies, and energy sectors outweighed losses experienced in the stock indices and agricultural sectors.

The largest gains were posted in the interest rate sector. Performance was driven in the fixed income sector through short positions to global interest rates, specifically short positions to U.K. gilts and German bunds. Short positions to the Euro also contributed to speculation that the European Central Bank would raise rates throughout the year. Short exposures to global interest rates, particularly Japan and Europe, slightly detracted from gains mid-quarter as global bond prices rallied. Short fixed income positions benefited, particularly short exposures to European rates, to the U.S. ten-year and to short end of the Eurodollar.

8

The metals sector posted significant gains for the Partnership early in the quarter as gold rallied above $650 per ounce and copper rallied on strong global growth, particularly booming demand from China and potential mining disruptions. Silver also contributed based on speculation that Barclays bank would offer a Silver Exchange Traded Fund (ETF). Long positions in base metals, such as nickel and aluminum also contributed to profits.

Trading in the currencies sector also posted a gain for the Partnership despite losses realized at quarter end. Long positions in the British pound and the Canadian dollar contributed to performance, while exposures to the Australian dollar and Euro slightly detracted. The U.S. dollar fell based on narrowing interest rate differentials and anticipation that the U.S. Federal Reserve would soon end its rate hike cycle. The U.S. dollar also declined against both the Euro and Japanese yen as the market participants expected rate increases to occur at a quicker pace in Europe and Japan than in the U.S. Losses later in the quarter resulted from short positions to the U.S. dollar versus the British pound and the Canadian dollar.

The energy sector posted moderate gains for the quarter. Long positions held in unleaded gas rallied and crude oil increased above $75 a barrel based on geopolitical uncertainty. Energy was then flat through mid-quarter as prices retreated off recent highs. Long positions to crude oil continued to contribute, while short positions to natural gas detracted as prices spiked.

Trading in the stock indices sector contributed to losses despite small gains at the open of the quarter. Throughout the quarter, global equity volatility remained high, driven by pending Federal Open Market Committee (FOMC) decision that occurred late in the quarter. Long equity positions, primarily exposures to the Australian and U.S. markets, profited as markets rallied early in the quarter. These gains were later taken back as the markets declined sharply as it became apparent that additional U.S. rate hikes would occur. Losses continued as managers reduced their long positions as global markets sold off.

The agricultural commodities sector had losses throughout the quarter. Short positions to cotton profited as prices sold off. However, small losses occurred across other markets due to choppy conditions. Exposures to corn, cattle, and sugar added losses. Long positions to corn and wheat declined as prices sold off based on weather and harvest expectations.

January 1, 2005 to June 30, 2005

January 1, 2005 to March 31, 2005

The Partnership posted a loss for the first quarter.  Losses in the currency and global equity sectors outweighed gains experienced in the agricultural sector.

The interest rate sector was the best performing sector for the Partnership.  The Partnership benefited from long U.S. dollar positions versus the Euro and long Euro and Japanese fixed incomes.  Systematic, long-term trend followers also posted gains in the interest rate sector.

The energy sector was the second highest performing sector for the Partnership.  Gains were experienced in the energy sector as the Partnership benefited from long positions in crude oil and gas as these industries profited.  Gains were also posted in long crude oil and heating oil positions.

The agricultural sector also performed well for the quarter.  Gains were experienced from long positions in cattle and hog markets.  Short grain positions and long soybean positions detracted from performance

9

mid-quarter.  However, the quarter ended with gains posted due to coffee, which experienced a lack of supply and a growing demand.

The metals sector posted a gain for the quarter.  The Partnership benefited from long positions in base and precious metals, such as gold, copper and zinc.

The stock indices sector posted a loss for the quarter.  Losses occurred in the beginning of the quarter due to a trend reversal from long global equities to short global equities.  Profits were made through long positions on the FTSE index and Asian equities.  Stock indices contributed negatively to performance as the equity markets declined at the end of the quarter.

The currency sector posted the greatest loss for the Partnership.  Losses at the beginning of the quarter were due to a trend reversal from short U.S. dollar positions to long U.S. dollar positions.  Long Japanese yen and Swiss franc positions also experienced losses.  With the U.S. Federal Reserve expressing concern about inflation, investors predicted that interest rates and the U.S. dollar would rise.  This caused losses as investors fled from emerging currencies.  Long Australian dollar and Mexican peso positions also contributed to negative performance. 

April 1, 2005 to June 30, 2005

The Partnership experienced gains in the interest rates and currencies sectors and losses in the remaining sectors.

Trading in interest rates posted gains for the Partnership, despite losses early in the quarter. The Partnership benefited from long positions in the ten-year German bund.  The long positions held by the Partnership in European and Japanese government bonds contributed to gains as well.

The currencies sector posted a gain as well for the quarter.  Long positions in the British pound and Australian dollar contributed early on in the quarter.  Short positions to the British pound, Swiss franc and Euro enabled the Partnership to capitalize on trend reversals in the market in the latter half of the quarter.

Trading in stock indices attributed to overall trading losses for the Partnership despite gains posted in the second two months of the quarter.  As equity markets declined, the stock indices market posted losses.  Short positions of domestic equities slightly offset some of the gains attributed to global and European equities.  Profits from long exposure in the European and U.S. equities were not enough to offset the losses incurred earlier in the quarter.

Trading in agricultural commodities posted losses for the quarter.  Gains in exposure to hogs and soybeans were not enough to offset trading losses in other commodities.  Long exposure to soymeal attributed to the losses as well.

Losses were posted throughout the quarter in the metals sector.  Long positions in base metals detracted from performance.  Complex base metals detracted from performance as well.

The energy sector posted the largest losses for the quarter.  Crude oil and heating oil declined as crude oil fell in price, which negatively impacted trend followers.

10

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

MLAI, the General Partner of ML Principal Protection 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 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’s 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.

11

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

Neither the Partnership, Merrill Lynch Investment Managers LLC (“MLIM LLC”) nor MLAI have ever been the subject of any material litigation.  Merrill Lynch is the 100% indirect owner of MLAI, MLIM LLC, MLPF&S and all other Merrill Lynch entities involved in the operation of the Partnership.  Merrill Lynch as well as certain of its subsidiaries and affiliates have been named as defendants in civil actions, arbitration proceedings and claims arising out of their respective business activities.  Although the ultimate outcome of these actions cannot be predicted at this time and the results of legal proceedings cannot be predicted with certainty, it is the opinion of management that the result of these matters will not be materially adverse to the business operations or financial condition of MLIM LLC, MLAI or the Partnership.

Item 2.Changes in Securities and Use of Proceeds

(a)None.

(b)None.

(c)None.

(d)None.

Item 3.Defaults Upon Senior Securities

None.

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

None.

Item 5.Other Information

None.

Item 5(a)Recent Sales of Unregistered Securities; Uses of Proceeds From Registered Securities:

Not applicable.

12

Item 6.Exhibits

The following exhibits are incorporated by reference or are filed herewith to this Quarterly Report on form 10-Q:

31.01 and

31.02Rule 13a-14(a)/15d-14(a) Certifications

Exhibit 31.01

and 31.02:  Are filed herewith.

32.01 and

32.02 Section 1350 Certifications

Exhibit 32.01

and 32.02:  Are filed herewith.

13

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ML PRINCIPAL PROTECTION L.P.
	By:		MERRILL LYNCH ALTERNATIVE
		INVESTMENTS LLC
		(General Partner)
Date: August 14, 2006	By	/s/ BENJAMIN WESTON
		Benjamin Weston
		Chief Executive Officer and President (Principal Executive Officer)
Date: August 14, 2006
	By	/s/ MICHAEL L. PUNGELLO
		Michael L. Pungello
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

14