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                                                                    EXHIBIT 10.4

                       JOINT VENTURE AGREEMENT AMENDMENT


          This Joint Venture Agreement Amendment dated as of October 30, 1998 by
and among ML JWH STRATEGIC ALLOCATION FUND L.P. (the "Partnership") and JOHN W.
HENRY & COMPANY, INC. ("JWH").


                              W I T N E S S E T H

          WHEREAS, the parties hereto entered an Joint Venture Agreement dated
as of April 25, 1996 pursuant to which JWH is acting as a commodity trading
advisor for the Partnership (as amended, the "Joint Venture Agreement;" certain
defined terms are used herein as defined therein); and

          WHEREAS, the parties hereto wish to amend the Term and Termination
provisions of the Joint Venture Agreement.

          NOW THEREFORE, in consideration of the premises and mutual covenants
contained in the Joint Venture Agreement and herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree to amend the Joint
Venture Agreement as follows:

          1.   Term.  Section 13 of the Joint Venture Agreement is replaced in
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its entirety by the following:

          Unless sooner terminated pursuant to Section 14 hereof, this Joint
          Venture Agreement shall continue in effect until (i) December 31, 1999
          or (ii) the earlier termination of the Partnership (and hence of the
          Joint Venture); provided, however, that the indemnity provisions set
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          forth in Sections 11 and 12 of this Agreement shall survive any such
          termination of this Joint Venture Agreement for 3 years from the date
          that Units are sold to the public.

          This Joint Venture Agreement will be automatically renewed, for
          successive annual terms, unless either party provides the other party
          with 90 days' prior written notice of its intention not to renew.

          2.   Termination.  The fourth paragraph of Section 14 of the Joint
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Venture Agreement is replaced in its entirety by the following:

          JWH may, as of the end of any calendar month upon 90 days' prior
          written notice, terminate this Agreement.
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          3.   Acknowledgement of Previous Renewals.  The parties hereto
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acknowledge that the Joint Venture Agreement was previously renewed for one-year
terms as of September 30, 1997 and as of September 30, 1998.

          4.   Entire Agreement.  This Amendment, together with the Joint
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Venture Agreement and all amendments thereto, constitutes the entire agreement
among the parties hereto with respect to the matters referred to herein, and no
other agreement, verbal or otherwise, shall be binding as between the parties
unless it shall be in writing and signed by the party against whom enforcement
is sought.

          5.   Governing Law.  This Amendment shall be governed by and construed
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in accordance with the laws of the State of New York, without regard to
principles of conflicts of laws.

          6.   Counterparts.  This Amendment may be executed in one or more
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counterparts, each of which shall, however, together constitute one and the same
documents.

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          IN WITNESS WHEREOF, the undersigned have hereto duly set forth their
hand as of the 30th day of October 1998.


                                     ML JWH STRATEGIC ALLOCATION FUND L.P.
            
                                     By: MERRILL LYNCH INVESTMENT 
                                     PARTNERS INC., its general partner
            
            
                                     By:
                                          ------------------------------
                                          Name:  Steven B. Olgin
                                          Title: Vice President
            
            
                                     JOHN W. HENRY & COMPANY, INC.
            
            
            
                                     By:  
                                          ------------------------------
                                          Name:  David Kozak
                                          Title: General Counsel

Confirmed:
not as a Joint Venturer but
solely for the limited purposes
set forth herein

MERRILL LYNCH FUTURES INC.



By:  
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     Name:  John R. Frawley, Jr.
     Title: Co-Chairman

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