SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      January 19, 2005

Mail Stop 04-09

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

Re:	ML Winton FuturesAccess LLC
	Registration Statement on Form 10
      Filed December 20, 2004
	File No. 0-51084

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 Winton 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 include 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 Winton`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 Winton
FuturesAccess LLC`s offering materials.

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

9. On a supplemental basis, please provide a detailed analysis
regarding the timing of the sales of units in ML Winton 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) Plan of Business

11. Please clarify whether the fund is obligated to initially
transfer investor funds to the Winton Diversified Program.  In
this
regard, we note that the Manager has the discretion to replace
Winton
at some unspecified point of time in the future.  In addition,
please
clarify whether Winton may, absent any breaches of the advisory
agreement, be terminated prior to the termination date of the
agreement, or December 31, 2014.

(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 Winton 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 Winton Capital Management has been registered since 1998
and ML Winton is newly formed with no prior history, please revise
to
provide a substantial narrative discussion regarding Winton
Capital
Management`s prior performance utilizing the Diversified Program
trading model. In addition, please provide historical performance
information for the Diversified Program that Winton will trade on
behalf of ML Winton.

15. Please revise your discussion to explain what portion of your
discussion related specifically to the Diversified Program versus
other trading techniques or methods.  For example, it is not clear
whether your disclosure regarding the profitability of trend-
following systems specifically refers to the Diversified Program
or
whether it is meant broadly.  Further, describe whether this
program
is Winton Capital Management`s only trading program.

16. We refer to your statement that Winton`s system provides for
smaller losses during whipsaw periods of market behavior.  Please
provide support for this statement or better explain what
mechanisms
the system utilizes in order to ensure smaller losses.  Finally,
please clarify whether these characteristics which are designed to
limit losses may also have the effect of limiting gains that may
have
otherwise been achieved.

Diversification of Markets, page 5

17. Please provide a break-down of the portion of assets committed
to
various market sectors by the Diversified 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.

18. Please revise to quantify the form and timing for the due
notice
and opportunity to cure clauses as disclosed on page 6.  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?

19. On page 6 you refer to the International Value Program, yet
throughout your disclosure you state that Winton Capital
Management
will utilize the Diversified Program.  Please revise to fully
explain
the International Value Program or reconcile this apparent
inconsistency.

Custody of Assets, pages 6-7

20. We note MLPF&S may invest a portion of ML Winton`s cash assets
in
CFTC-eligible investments.  Please revise to disclose what portion
of
the ML Winton`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 8

21. 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 8

22. 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 9
The Trading Advisor - Performance Fees, page 10

23. We note the Manager will receive a portion of these fees
payable
to your trading advisor, Winton Capital Management.  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.

24. In your footnote on page 10 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 Winton?

Various Banks and Dealers including Merrill Lynch International
Bank
- Currency (F/X) Dealer Spreads, page 11

25. We note your disclosure on page 15 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 Winton 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.

26. Please provide estimates for the operating costs and
organizational and offering costs as disclosed on page 12.

Conflict of Interest, page 12

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

Merrill Lynch-Affiliated Entities, page 12

28. We note your statement that you believe it is unlikely
investors
will have recourse personally against Merrill Lynch entities not
party to a specific agreement with ML Winton.  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 13

29. 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.

30. 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 Winton
will
be higher than most other clients of MLPF&S.

31. 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 13

32. Revise your disclosure to provide greater detail regarding
conflicts between Merrill Lynch Alternative Investments LLC, ML
Winton 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
14

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

Brokers and Dealers Selected by Trading Advisor, page 14

34. Revise to disclose whether Winton Capital Management 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 18

35. 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 Winton`s assets are deposited with and held by
commodity
brokers.  Also, please describe how the ML Winton`s assets may be
used as margin and whether ML Winton currently has a source for
short-term borrowings available, and if so, the dollar amounts
available.

36. 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 18

37. We note your disclosure states that ML Winton 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 19

38. We note your disclosure that that the Winton Capital
Management
holds sole authority for directing ML Winton`s trading, but that
the
Operating Agreement effectively gives full control over the
management of ML Winton 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
Winton unitholders.  Moreover, revise to disclose who will hold
the
obligation to serve as the principal executive officer and
principal
financial officer for ML Winton.

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

40. Please revise your director and executive officer disclosure
to
reflect the term of office for each o