ML JWH STRATEGIC ALLOCATION FUND LP - 10-Q Quarterly Report

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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, 2004

OR

/ / 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 0-28928

ML JWH STRATEGIC ALLOCATION FUND L.P.
-------------------------------------
(Exact Name of Registrant as
specified in its charter)

DELAWARE 13-3887922
------------------------------- ---------------------------------
(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 whether 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 / /

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ML JWH STRATEGIC ALLOCATION FUND L.P.
(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

See notes to consolidated financial statements.

2

ML JWH STRATEGIC ALLOCATION FUND L.P.
(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

See notes to consolidated financial statements.

3

ML JWH STRATEGIC ALLOCATION FUND L.P.
(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(unaudited)

See notes to consolidated financial statements.

4

ML JWH STRATEGIC ALLOCATION FUND L.P.
(A DELAWARE LIMITED PARTNERSHIP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared without audit.
In the opinion of management, the consolidated financial statements contain
all adjustments (consisting of only normal recurring adjustments) necessary
to present fairly the financial position of ML JWH Strategic Allocation
Fund L.P. (the "Partnership") as of June 30, 2004, and the results of its
operations for the three and six months ended June 30, 2004 and 2003.
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 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, 2003.

2. FAIR VALUE AND OFF-BALANCE SHEET RISK

The nature of this Partnership has certain risks, which cannot be presented
on the financial statements. The following summarizes some of those risks.

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 net unrealized profit (loss) on such
derivative instruments as reflected in the Consolidated Statements of
Financial Condition. The Partnership's exposure to market risk is
influenced by a number of factors, including the relationships among the
derivative instruments held by the Partnership as well as the volatility
and liquidity of the markets in which the 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 JWH(R),
calculating the Net Asset Value of the Partnership as of the close of
business on each day and reviewing outstanding positions for
over-concentrations. While MLAI does not itself intervene in the markets to
hedge or diversify the Partnership's market exposure, MLAI may urge JWH(R)
to reallocate positions in an attempt to avoid over-concentrations.
However, such interventions are unusual. Except in cases in which it
appears that JWH(R) 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, with the
market risk controls being applied by JWH(R) itself.

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

5

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 also require margin in the
over-the-counter markets.

The credit risk associated with these instruments from counterparty
nonperformance is the net unrealized profit on open contracts, if any,
included in the Consolidated Statements of Financial Condition. The
Partnership attempts to mitigate this risk by dealing exclusively with
Merrill Lynch entities as clearing brokers.

The Partnership, in its normal course of business, enters into various
contracts, with Merrill Lynch, Pierce, Fenner & Smith Inc. ("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 and included in the Consolidated Statements of Financial Condition
under Equity in commodity futures trading accounts.

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

MONTH-END NET ASSET VALUE PER UNIT

Performance Summary

JANUARY 1, 2004 TO JUNE 30, 2004

January 1, 2004 to March 31, 2004

The Partnership was profitable overall, with gains in all sectors except the
currency sector.

The interest sector was the most profitable sector for the Partnership. The
world trend of interest rates moving lower continued in January. This was a
result of the Federal Open Market Committee's December meeting statement that
interest rates were likely to remain low for a considerable time, which
influenced investors to further accept the current low yield environment. In
February, interest rates continued to move lower in the U.S., Europe and Asia.
U.S. Federal Reserve Bank Chairman Alan Greenspan commented in his semi-annual
testimony to the U.S. Congress that inflation in the U.S. continues to be of
little concern, and that the U.S. central bank could be patient in removing the
current accommodative monetary policy keeping interest rates low. Additionally,
employment in the U.S. continued to gradually show signs of improvement, further
pushing interest rates low. Market expectations that the Federal Reserve's
accommodating interest rate policy would remain in place, keeping rates low.
Interest rates in the European Central Bank community also felt the downward
pressure as the terrorist attack in Spain dampened confidence in local
economies. The biggest change in interest rates occurred in Japan, where rates
actually increased for the month.

The energy sector experienced gains despite losses early in the quarter. The
upward trend in crude prices and related products continued in a volatile
fashion during January. Energy prices became highly sensitive to the release of
weekly inventory numbers provided by the U.S. Department of Energy and the
American Petroleum Institute. The colder than expected winter weather, coupled
with numerous storms, also helped create large trading ranges on fears that
inventories would receive increased pressure. In February, daily volatility in
the crude oil markets remained at extremely high levels. Energy markets, with
the exception of natural gas, continued to move higher in reaction to low
inventory concerns. Additionally, prices were further buoyed by members of OPEC
who agreed to cut production approximately 10% by April 1st in order to support
higher prices during the upcoming

6

seasonal slowdown. Conversely, natural gas reacted to the anticipated warmer
weather and reduced demand by sending prices lower in a more orderly fashion
than the crude markets. Buildups in U.S. inventory levels at the end of the
quarter, especially the magnitude of the increases, surprised most energy
analysts and sent crude prices lower.

Agricultural commodities posted gains during all three months of the quarter. In
January, corn had a significant run higher when the carry-over stocks were
reported lower than expected, and amid fears that China would soon become a
larger importer of U.S. corn production. New York coffee also benefited from a
run up in prices due to Brazilian farmers cutting down coffee plants in favor of
planting soybeans, which can yield two crops a year at its current high price.
Cotton had the largest loss when the price fell sharply late in the month on
fears that China would curb further buying, which in turn prompted speculative
long liquidation. In February, corn, soybeans, and soybean oil were the best
performing components of the sector. On the other hand, cotton and New York
coffee were the largest detractors in this group. In March, the best performance
in the sector came from cotton, which fell on reports by the U.S. Agricultural
Department that sales are slowing. Grains performed well due to rising prices
from surging exports. New York sugar sustained the largest loss for the sector
when prices dropped due to technical selling.

The metals sector also posted modest returns for all three months of the
quarter. Base metals performed well in January as prices continue to climb due
to strong demand from China, which is building its infrastructure. Nickel was
the exception, showing a considerable price correction this month from the
nearly 100% price increase over the past six months. Copper, aluminum and silver
had the best performance, while gold was the biggest detractor from profits.
Gold has become highly correlated to the Euro and rallied in the beginning of
February, only to fall back at the end of the month when the Euro fell. The
price of silver fared better as it was able to maintain its higher level by
taking more of a cue from base metals. Base metals maintained lofty levels due
to low inventory levels and increased global demand, particularly from China.
The best performance for this sector came from copper, silver and aluminum. Gold
and nickel posted the largest losses for this sector. In March, precious metals
moved higher despite the strengthening of the U.S. dollar. The driving force has
been the negative real interest rate (Fed Funds rate minus Consumer Price Index)
environment currently in the U.S. Silver had the best performance for the sector
while gold and nickel had the lowest returns.

Stock indices also experienced gains for the quarter. Despite increased
volatility, the sector was profitable in January. In February, most stock
indices appeared to be consolidating in recent ranges, as the financial markets
remained more attuned to the fixed-income and foreign exchange markets. The only
positive performance in this sector came from the Eurostoxx, while the other
components failed to register profits in February. During the first half of
March, increased concern over terrorist activity weighed heavily on share prices
pushing markets down. However, indices recovered in the latter half of the month
in reaction to favorable economic data. In the U.S., durable goods orders were
up, inflation remained benign and consumer confidence rose.

The currency sector posted considerable losses despite profits early in the
quarter. Following comments from then European Central Bank ("ECB") President
Jean-Claude Trichet about "excessive" currency volatility, the U.S. dollar
reacted swiftly by strengthening against most currencies in a significant
manner. Most currencies traded in volatile fashion for the remainder of the
month, thereby curtailing previous profits. The Japanese yen and the British
pound made the greatest contributions to profits, while the Swiss franc and
South African rand had the largest losses. In February, the U.S. dollar returned
to its weakening trend until mid-month, when officials in Europe began publicly
voicing concern over the level of the U.S. dollar and possible action that could
be taken in order to stem the slide. That was enough to reverse the trend and
strengthen the U.S. dollar, forcing the liquidation of large short positions.
The best performance for this sector came from the British pound and the
Euro/British pound cross. The Japanese yen and the Swiss franc recorded the
largest losses for the sector. In March, large losses were posted. The sector
was dominated by Japanese yen selling and U.S. dollar purchasing, orchestrated
by the Bank of Japan to allow Japanese exporters to hedge their U.S. dollar
profits at favorable rates for the Japanese fiscal year end, March 31. Most
other currencies traded in a sideways fashion in varying degrees of volatility.
The Euro came under pressure on expectations of ECB rate cuts. The British pound
was range bound due to fears that its recent rise would diminish export
activity. The South African rand posted the largest gains for the sector while
the largest losses came in the Japanese yen, British pound and the Euro.

7

April 1, 2004 to June 30, 2004

The Partnership experienced gains in the energy sector and losses in all other
sectors. Overall, for the quarter, the Partnership experienced a loss.

The energy sector was the only profitable sector for the Partnership resulting
in a profitable standpoint for April and May. Crude and related products were
positive with crude oil turning in the best performance in the sector for April
and May. Concerns about the continued violence in the Middle East and increased
global consumer demand helped to maintain prices at their lofty levels.
Additionally, tensions in the Middle East raise concerns about possible supply
disruptions as inventories of crude oil in the U.S. are below multi-year
averages. However, the wide price ranges made trend following difficult, as a
result the sector was at a negative for June. Crude oil prices and related
products remain robust as a result of the strong growth in the U.S. and China,
and continued geopolitical tensions in the Middle East.

Agricultural commodities experienced losses despite gains early in the quarter.
In April, the grain markets traded in a volatile fashion, reacting to favorable
weather conditions and continued strong demand. However in certain instances,
some grain markets were negatively affected by possible reduced demand by China
as well as by the recent strength in the U.S. dollar, which makes it more
expensive for foreigners to purchase U.S. grain. The sector in April showed the
best performance in cotton and London sugar, while wheat had the largest loss.
In June, the grain markets faced a downward price pressure for most of the month
as a result of China's decreased demand. The price of cotton continued to move
lower, partially due to the World Trade Organization's ruling in June that U.S.
subsides of U.S. farmers are illegal, paving the way for increased cotton
plantings in other countries. The best return in the sector came from cotton and
the largest loss was in New York coffee

Stock indices posted losses for all three months of the quarter. The major
global equity markets continue to struggle. Concerns over rising interest rates
and high energy prices have reduced enthusiasm for stocks. Despite the best
economy Japan has had in twenty years and the improvement in the U.S. and
European economies, the volatility of these markets has made trend following
very difficult. In general, major stock markets continued to climb higher after
reversing their slide in mid-May. The high cost of energy on corporate
profitability and the anticipation of rising interest rates have also dampened
enthusiasm. The German Dax was the largest loss for the sector in April, The
Japanese Nikkei was the poor performer for May and June.

The metals sector experienced losses for the quarter. The sector was
unprofitable for both April and May. Precious metal prices fell hard as
investors liquidated long positions which had been a hedge against the current
negative real rate of return environment in the U.S. Gold and silver had the
largest losses for the month of April. In May, the sector failed to register any
components in positive territory with the largest loss coming from aluminum. The
U.S. dollar strengthened mid June amid the possibility that an aggressive policy
by the U.S. Federal Reserve of raising interest rates would curtail the effects
of the negative real rate environment. Ultimately, gold buoyed by the weakening
U.S. dollar towards the end of June. Low levels of global inventories of base
metals propelled prices higher by the end of the month. The best performer was
silver, while the largest loss occurred in aluminum.

The interest sector suffered negative performance in April mainly due to the
pickup in the economy, but also statements made by the U.S. Federal Reserve
causing speculation that it may raise interest rates sooner than anticipated.
The largest loss for April occurred in the Euro Bund. Though the sector showed
improvement in May, the best results in the sector were achieved in the Euro
Bund and the short Sterling. U.S. interest rates were heavily influenced the
month of June by varying expectations as to whether it would raise the Federal
Funds rate would be raised by 25 or 50 basis points. In Europe, German interest
rates fell as bond prices rose after a report showed that German business
confidence unexpectedly dropped to a nine-month low in June as consumers
curtailed their spending activity. Interest rates in Japan rose during the month
driving yields to their highest levels in almost four years on expectations that
the Japanese economy will extend its longest expansion since 1997. The largest
losses occurred in the Japanese Government Bond and the Euro Bund.

The currency sector was the most unprofitable sector for the Partnership. The
sector posted considerable losses for the quarter. The foreign exchange markets
were most heavily influenced by the improving U.S. economy.

8

In the beginning of April, the U.S. dollar strengthened against most major
currencies in response to better-than-expected advances in U.S. job creation.
Conversely, the best results in the sector were achieved in the Swiss franc and
the Euro for April. The U.S. dollar was heavily influenced in the beginning of
May by improving economic numbers and revised expectations for continued growth
in the U.S. However, by the end of the month, the U.S. dollar relinquished most
of its gains because of actual economic data, while showing an improving economy
didn't live up to heightened expectations. The U.S. dollar ended the month
little changed from where it started at the beginning of the June. Market
participants were less inclined to act on price expectations ahead of the
probable rate increase. The largest gain was in the South African rand. The
largest loss was in the Japanese yen.

JANUARY 1, 2003 TO JUNE 30, 2003

January 1, 2003 to March 31, 2003

The Partnership experienced gains in the interest rate, energy, stock index and
currency sectors and losses in the metals and agricultural commodity sectors.
Overall, for the quarter, the Partnership experienced a positive rate of return
of almost 15%.

Interest rate futures were the best performers for the quarter. Interest rates
continued to push lower as economic data for the fourth quarter announced an
annual growth rate for the economy of about 1% for 2002. Consumer spending and
confidence remained low and even the housing market stumbled in March. The
global fixed income markets continued their upward climb until mid-March when
expectations of a short conflict triggered the liquidation of many fixed income
investments hurting long exposures.

Energy was also a strong performer for the quarter. With the continuation of the
strike in Venezuela, the tensions with Iraq and the cold winter, long positions
in oil and natural gas were profitable in the beginning of the year. In
February, the best performing month, natural gas prices rose nearly 40% in a
single day citing expected severely cold weather and supply shortages. Prices
plummeted within a week of the start of the war with Iraq, causing the loss of
almost half of the profits earned in January and February.

Trading in stock indices posted gains for each of the months in the quarter.
European stock markets attempted to start the year with some optimism only to
succumb to eroding prices throughout the quarter. Global economies suffered
throughout the quarter, however in mid-March the equities market did react with
the currency and fixed income markets. Equities appeared to be more in tune to
the overall market fundamental and were quick to resume their downward trend.

The currency forward and futures trading had gains for the quarter. The
weakening U.S. dollar was continuing to decline as it has for over a year and
the Partnership was well positioned to capitalize on its U.S dollar positions
against other currencies. In March, on hopes that the war with Iraq would be
short, the U.S. dollar strengthened and returned some of the profits earned
early in the year.

The metals sector had slight losses for the quarter. Gold drove profits in
January as it continued its run up. The general perception of risks in the
financial markets and the geopolitical situation unfolding was the main driver
for the gold market in January. The Partnership sustained losses in February as
the long bias in precious metals hurt the portfolio when gold reversed its
rising trend in February with the announcement that the German Bundesbank had
sold a portion of its gold reserves. Industrial metals markets were choppy
throughout the quarter.

Trading in agricultural commodities posted losses for the quarter. The
Partnership held positions in sugar, corn, wheat, cocoa, coffee and the soybean
complex. Agricultural trading represents about 5% of the Partnership's trading.

9

April 1, 2003 to June 30, 2003

The Partnership experienced gains in the stock index, interest rate, and
currency sectors and losses in the agricultural commodity, energy and metal
sectors. Overall, for the quarter, the Partnership experienced losses.

Trading in the stock index sector was profitable for the Partnership. After a
volatile April and May, a rally in the Nikkei started in June after the Bank of
Japan was proactive in helping the distressed Japanese banking group, Resona
Holdings Inc. This helped to inject confidence in the Japanese financial system
which contributed to gains in this sector for June.

Interest rate futures were a strong performer for the quarter. The majority of
the profits from this sector came from the Japanese ten-year Government Bonds,
which continues to be a very vibrant market for trading, as the Japanese economy
falls further into the economic abyss. A turn in the market and increasing
yields hurt performance in June, particularly in the longer end of the yield
curve.

Stock indices trading posted gains for the quarter. The bulk of the profits in
April and May were attributed to a weakening U.S. dollar although some profits
were given back in June as the trend reversed. The past few months have
witnessed investors seeking higher yields than readily available in U.S. dollar
denominated assets. This has led to the sale of U.S. dollars against major
currencies.

Agricultural commodities trading was not profitable for the Partnership this
quarter. Trading was volatile during the quarter with the largest contributors
being coffee, cotton and cocoa.

The energy sector posted losses this quarter. The sector had a positive return
in April which was reversed and overshadowed by negative results for May and
June. The vast majority of the losses occurred in natural gas, which was very
volatile during June. Recent cooler weather in the northern states and the
largest storage injection on record in the U.S. released on June 20th reversed
the market, pushing it to the lows of the month. Crude oil was also down for the
month in volatile trading.

The metals sector was the worst performer for the quarter. After rallying for
most of April and May, gold fell by over 5% in June. The other components were
also down due to the inability of other metals to trend in this environment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Merrill Lynch Alternative Investments LLC, the General Partner of ML JWH
Strategic Allocation Fund 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 within 90 days of the filing date 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.

10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending proceedings to which the Partnership or MLAI LLC
is a party.

Item 2. Changes in Securities and Use of Proceeds

(a) None.
(b) None.
(c) None.
(d) The Partnership originally registered 2,000,000 units of limited
partnership interest. The Partnership subsequently registered an
additional 3,310,000 units of limited partnership interest. As of June
30, 2004, the Partnership has sold 7,037,622 units of limited
partnership interest, with an aggregate price of $1,273,567,693.

Effective October 14, 2003, the Partnership registered additional
2,738,667 units of limited partnership interest.

Effective May 21, 2004, the Partnership registered additional
4,460,000 units of limited partnership interest.

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 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

There are no exhibits required to be filed as part of this report.

(b) Reports on Form 8-K.

There were no reports on Form 8-K filed during the first six months
of fiscal 2004.

11

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 JWH STRATEGIC ALLOCATION FUND L.P.

By: MERRILL LYNCH ALTERNATIVE
INVESTMENTS LLC
(General Partner)

Date: August 13, 2004 By /s/ ROBERT M. ALDERMAN
----------------------
Robert M. Alderman
Chairman, Chief Executive Officer and Manager
(Principal Executive Officer)

Date: August 13, 2004 By /s/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)

12

EXHIBIT 31.01

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Robert M. Alderman, certify that:

1. I have reviewed this report on Form 10-Q of ML JWH Strategic Allocation Fund
L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;

c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date: August 13, 2004

- -------------------------
By /s/ ROBERT M. ALDERMAN
----------------------
Robert M. Alderman
Chief Executive Officer, President and Manager
(Principal Executive Officer)

13

EXHIBIT 31.02

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Michael L. Pungello, certify that:

1. I have reviewed this report on Form 10-Q of ML JWH Strategic Allocation Fund
L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;

c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date: August 13, 2004

- -----------------------
By /s/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)

14

EXHIBIT 32.01

SECTION 1350 CERTIFICATION

In connection with this quarterly report of ML JWH Strategic Allocation Fund
L.P. on Form 10-Q for the period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof, I, Robert M. Alderman,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the
Sarbanes-Oxley Act of 2002, that:

1. This quarterly report containing the financial statements fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

2. The information contained in this quarterly report fairly presents, in all
material respects, the financial condition and results of operations of ML JWH
Strategic Allocation Fund L.P.

Date: August 13, 2004

- ----------------------
By /s/ ROBERT M. ALDERMAN
----------------------
Robert M. Alderman
Chief Executive Officer, President and Manager
(Principal Executive Officer)

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EXHIBIT 32.02

SECTION 1350 CERTIFICATION

In connection with this quarterly report of ML JWH Strategic Allocation Fund
L.P. on Form 10-Q for the period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof, I, Michael L. Pungello,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the
Sarbanes-Oxley Act of 2002, that:

1. This quarterly report containing the financial statements fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

2. The information contained in this quarterly report fairly presents, in all
material respects, the financial condition and results of operations of ML JWH
Strategic Allocation Fund L.P.

Date: August 13, 2004

- -----------------------
By /s/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)

16