SecProbe.io

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      January 19, 2005

Mail Stop 04-09

Steven B. Olgin
Vice President, Chief Operating Officer and Manager
ML Cornerstone FuturesAccess LLC
c/o Merrill Lynch Alternative Investments LLC
Princeton Corporate Campus
Section 2G
800 Scudders Mill Road
Plainsboro, New Jersey 08536

Re:	ML Cornerstone FuturesAccess LLC
	Registration Statement on Form 10
      Filed December 20, 2004
	File No. 0-51086

Dear Mr. Olgin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please note that the Form 10 goes effective by lapse of time 60
days after the date filed pursuant to Section 12(g)(1) of the
Securities Exchange Act of 1934.  At such time, you will be
subject
to the reporting requirements under Section 13(a) of the
Securities
Exchange Act of 1934.  In addition, we will continue to review
your
filing until all of our comments have been addressed.

2. Supplementally, please tell us whether this is a mandatory
registration of the outstanding class of securities under Section
12(g) of the Securities Exchange Act or whether this is a
voluntary
filing.  If this is voluntary, please tell us the purpose of the
registration of this class of securities.

3. We note that you are registering "units" of limited partnership
interest, and that the units themselves are divided into four
separate classes, each of which pays different amounts of sales
commissions and management fees.  It appears that you are, in
fact,
selling four separate classes of securities.  Please revise to
register separately each class of securities or tell us why you
believe it is appropriate to only register units of limited
partnership interest.

Item 1: Business
ML Cornerstone FuturesAccess LLC
Organization Chart, page 1

4. In this organization chart, and elsewhere as appropriate,
please
revise to clarify Merrill Lynch Alternative Investments LLC`s
relationship with other commodity pools.  Such disclosure may be
made
by way of a footnote to the chart.

5. Please revise to clarify how ML & Co. indirectly owns MLAI
through
MLIM.

(a) General Development of business
Plan of Operation, page 2

6. Revise this section to disclose ML Cornerstone`s website
address.
If you do not have a website, provide your manager`s website
describing it as such.  Further, where appropriate, revise your
disclosure to include contact information, including the address
and
telephone number for the SEC`s Public Reference Room.  Refer to
Items
101(e)(2) and (e)(3) of Regulation S-K.

7. In the second paragraph, you state that Merrill Lynch
Alternative
Investments LLC, your manager, is registered with the CFTC as a
commodity pool operator and commodity trading advisor and is a
member
of the National Futures Association.   We further note your
statement
that the CFTC rules apply to this document and the National
Futures
Association reviewed your offering materials.  Supplementally,
please
inform us of the status of the NFA`s review of ML Cornerstone
FuturesAccess LLC`s offering materials.

8. Supplementally, please provide the staff with a copy of all ML
Cornerstone private placement offering materials.

9. On a supplemental basis, please provide a detailed analysis
regarding the timing of the sales of units in ML Cornerstone after
filing this Form 10, the applicability of the Rule 506 exemption
claimed for these sales and the facts underlying your claim to
this
exemption for prior and ongoing sales.

10. We note your use of the term "fund" throughout this Form 10
and
that the manager is registered as an Investment Adviser under the
Investment Advisers Act of 1940.  Please include disclosure
addressing the fact that the pool is not a registered investment
company and that unitholders in the pool do not have the
protections
afforded by the Investment Company Act of 1940.

(a)  General Development of Business, page 2

11. Please clarify whether the fund is obligated to initially
transfer investor funds to the Cornerstone International Value
Program.  In this regard, we note that the Manager has the
discretion
to replace Cornerstone at some unspecified point of time in the
future.  In addition, please clarify whether Cornerstone may,
absent
any breaches of the advisory agreement, be terminated prior to the
termination date of the agreement, or December 31, 2007.

(c) Narrative Description of Business
General, page 3

12. Please revise to clarify your statement that one of your aims
is
provide diversification into an investment field with a "low
degree"
of performance correlation.  Please revise to clarify in what ways
an
investment in ML Cornerstone provides a low degree of correlation
and
specify the asset classes to which it has a low degree of
correlation.

13. Please include disclosure regarding the recommended time
horizon
for investors in the fund.

The Trading Advisor, pages 3-5

14. Since Cornerstone Trading Company, Inc. has been registered
since
1995 and ML Cornerstone is newly formed with no prior history,
please
revise to provide a substantial narrative discussion regarding
Cornerstone`s prior performance utilizing the International Value
Program trading model. In addition, please provide historical
performance information for the International Value Program that
Cornerstone will trade on behalf of ML Cornerstone.

15. Please provide a break-down of the portion of assets committed
to
various market sectors by the International Value Program.  In
addition, please disclose the portion of trades made on exchanges
and
the portion made off-exchange, with corresponding disclosure
indicating the additional risks involved with off-exchange trades.

16. Please revise to quantify the form and timing for the due
notice
and opportunity to cure as disclosed on page 5.  For example, may
either party notify the other orally with no definitive time
deadline?  Similarly, are there any deadlines on time period
allowed
to cure such breach?
17. We note that the termination date for the agreement with
Cornerstone is December 31, 2007.  Your disclosure on page 5,
however, discusses the termination provisions after December 31,
2014.  Please clarify whether this is accurate or whether the date
should instead read December 31, 2007.

Use of Proceeds and Cash Management Income
Market Sectors, pages 5-6

18. We note your list of trading markets enumerated at the top of
page 6.  Please revise to describe whether there are any specific
types of futures or forwards contracts that the International
Value
Program concentrates.  If there is no focus, describe whether the
advisor focuses on certain types of international commodities.  If
not, disclose why the name of the trading program includes the
term
International and why it is appropriate in light of the fact that
it
appears that the program trades both on domestic and international
exchanges.

Custody of Assets, page 7

19. We note MLPF&S may invest a portion of ML Cornerstone`s cash
assets in CFTC-eligible investments.  Please revise to disclose
what
portion of the ML Cornerstone`s U.S. dollar cash assets may be
invested in this way.  Further, revise to clarify what constitutes
"prime foreign government securities."

Description of Current Charges, page 7

20. Please revise to provide a break-even analysis substantially
similar to that which is required to be included in a commodity
pool
disclosure document pursuant to CFTC rules.

MLPF&S - Sales Commission, page 7

21. We note how you determine the amount of sales commissions paid
by
Class A unit holders; however, it is not clear why the amount of
sales commissions for Classes C, I and D differ.  Please revise to
explain why these holders bear little or no sales commissions and
explain the substantive differences between the three classes of
unit
holders.  For example purposes only, please discuss how you will
allocate the management fees, performance fees, brokerage
commissions, currency dealer spreads, organizational and offering
costs to each class of units.  Finally, please explain what you
mean
by "up to 0.50 %" with respect to the Class I and D holders.

The Trading Advisor - Management Fees (asset-based), page 8
The Trading Advisor - Performance Fees, page 8

22. We note the Manager will receive a portion of these fees
payable
to your trading advisor, Cornerstone Trading Company.  Revise to
disclose the "portion" the manager will receive.  If this portion
is
not fixed, revise to describe how the portion will be calculated
or
the basis for this portion of the Trading Advisor`s fees.

23. In your footnote on page 8 regarding "New Trading Profit" you
make reference to the High Water Mark.  Please revise to clarify
the
timeframe for selecting any preceding Performance Fee Calculation
Date.  Will the High Water Mark be attributable to the highest NAV
reached during a 12, 36, or 60-month rolling period or for the
entire
life of ML Cornerstone?

Various Banks and Dealers including Merrill Lynch International
Bank
- Currency (F/X) Dealer Spreads, page 9

24. We note your disclosure on page 13 regarding substantial
brokerage commissions and bid-ask spreads on forward currency
trades
you will pay to Merrill Lynch.  Please describe the amount of the
bid-ask spread that will increase the price paid by ML Cornerstone
on
forward contracts that you will pay Merrill Lynch.   If you are
unable to determine the spread you will be charged, in greater
detail
describe how you will determine the pricing spread in favor of
MLIB.

25. Please provide estimates for the operating costs and
organizational and offering costs as disclosed on page 10.

Conflict of Interest, page 10

26. Revise your disclosure to discuss the role, potential
conflicts
for time and competition for assets with ML Cornerstone
FuturesAccess
Ltd., a Cayman Islands company, which you refer to in Exhibit
10.02
as the "Offshore fund."

Merrill Lynch-Affiliated Entities, page 10

27. We note your statement that you do believe it is unlikely
investors will have recourse personally against Merrill Lynch
entities not party to a specific agreement with ML Cornerstone.
Please revise to name these affiliated entities.  For example, are
you referring to Merrill Lynch & Co., Inc. and Merrill Lynch
International & Co. or additional entities?

MLPF&S and MLIB, page 11

28. Please expand your disclosure to provide more guidance as to
why
other clients of MLPF&S would be likely to receive "better prices"
on
the same trades that the Fund would make.  While it is clear that
the
existence of other clients trading in the same markets at the same
time requires that MLPF&S would have to, in some cases, trade
other
contracts before the fund`s contracts are traded, it is not clear
why
the existence of other clients leads to better prices for the
other
clients.

29. We note your statement that many clients of MLPF&S pay lower
brokerage commissions than you pay.  It is not clear how you have
determined this since the amount of brokerage commissions does not
appear to be fixed.  Your disclosure only indicates that they will
not exceed $15 per round-turn.  Please revise to indicate how you
have determined that the brokerage commissions paid by ML
Cornerstone
will be higher than most other clients of MLPF&S.

30. Please discuss the nature of the "financial incentives" MLPF&S
and MLIB have to favor other clients over the fund.  In addition,
please discuss in what ways these clients will be favored over the
fund and the effects of these actions on the fund.

The Manager, page 11

31. Revise your disclosure to provide greater detail regarding
conflicts between Merrill Lynch Alternative Investments LLC, ML
Cornerstone and other related pools.  For example, we note Merrill
Lynch Alternative Investments LLC, acts as manager to several
commodity pools, including other ML FuturesAccess LLCs and as a
trading advisor to numerous accounts, all of which compete for
Merrill Lynch Alternative Investments LLC`s services.

Other Clients and Business Activities of the Trading Advisor, page
12

32. Please clarify whether any other pools run by the Trading
Advisor
currently directly compete with ML Cornerstone for positions in
the
market.

Brokers and Dealers Selected by Trading Advisor, page 12

33. Revise to disclose whether Cornerstone Trading Company will
trade
only through non-Merrill Lynch brokers or will trade exclusively
through Merrill Lynch brokers or may use any broker.

Item 2: Financial Information, page 16

34. Revise your discussion here or where you deem appropriate to
discuss your intended cash flow procedures and whether you
commenced
trading on January 1, 2005.   For liquidity purposes, please
describe
how the ML Cornerstone`s assets are deposited with and held by
commodity brokers.  Also, please describe how the ML Cornerstone`s
assets may be used as margin and whether ML Cornerstone currently
has
a source for short-term borrowings available, and if so, the
dollar
amounts available.

35. While we note you did not conduct any trades in 2004, if
trading
has commenced subsequent to January 1, 2005, please revise your
disclosure to include for this interim period your current credit
exposure.  For exchange-traded contracts, if, during the interim
period you have credit exposure to a counterparty which is a
foreign
exchange, which is material: a) state the amount of the exposure
and
identify the exchange; b) disclose the actual counterparty and the
entity holding your funds; and c) describe the settlement
procedures.
Although it is your responsibility to determine and disclose all
material credit risk exposure, any exposure exceeding 10% of your
total assets must be disclosed.

Item 3. Properties, page 16

36. We note your disclosure states that ML Cornerstone does not
own
or use any physical properties in the conduct of its business.
Supplementally, please clarify the nature of your interest in the
Manager`s office space located at 800 Scudders Mill Road,
Plainsboro,
New Jersey and whether you pay rent to the Manager to utilize this
space or reimburse the Manager`s expenses for the use of this
office
space.

Item 5.  Directors and Executive Officers, Promoters, and Control
Persons, page 17

37. We note your disclosure that that the Cornerstone Trading
Company
holds sole authority for directing ML Cornerstone`s trading, but
that
the Operating Agreement effectively gives full control over the
management of ML Cornerstone to the Manager.  Please revise your
director and executive officer disclosure to discuss the fiduciary
duty relationship between the Manager`s board of directors and the
ML
Cornerstone unitholders.  Moreover, revise to disclose who will
hold
the obligation to serve as the principal executive officer and
principal financial officer for ML Cornerstone.

38. Please revise to disclose whether any of the directors of your
Manager are independent, and if so, how you determined they were
independent.

39. Please revise your director and executive officer disclosure
to
reflect the term of office for each officer and director of the
Manager.  Refer to Item 401(a) of Regulation S