<PAGE>

                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 September 30, 2000
                               ------------------

                                     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 0-18215

                        JOHN W. HENRY & CO./MILLBURN L.P.
                        ---------------------------------
                          (Exact Name of Registrant as
                            specified in its charter)

            Delaware                                        06-1287586
---------------------------------             ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                   c/o Merrill Lynch Investment Partners Inc.
                           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
                                              ---     ---
<PAGE>


                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                        JOHN W. HENRY & CO./MILLBURN L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)

                        STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                        September 30,     December 31,
                                                            2000             1999
                                                         (unaudited)
                                                       ----------------  -------------
<S>                                                    <C>               <C>
ASSETS
------
Investments                                               $ 23,222,770   $ 42,876,172
Receivable from investments                                  1,993,896      1,007,250
                                                       ----------------  -------------

            Total assets                                  $ 25,216,666   $ 43,883,422
                                                       ================  =============

LIABILITY AND PARTNERS' CAPITAL
-------------------------------
    Liability - Redemptions payable                       $  1,993,896   $  1,007,250


PARTNERS' CAPITAL:
    General Partner:
        (634 and 504 Series A Units)                           120,330        131,110
        (1,118 and 1,338 Series B Units)                       172,469        282,923
        (726 and 926 Series C Units)                            87,284        152,600
    Limited Partners:
        (31,577 and 39,335 Series A Units)                   5,993,158     10,232,683
        (69,220 and 100,451 Series B Units)                 10,679,057     21,241,923
        (51,320 and 65,744 Series C Units)                   6,170,472     10,834,933
                                                       ----------------  -------------

            Total partners' capital                         23,222,770     42,876,172
                                                       ----------------  -------------

                TOTAL                                     $ 25,216,666   $ 43,883,422
                                                       ================  =============

NET ASSET VALUE PER UNIT
 Series A (32,211 and 39,839 Units outstanding)           $     189.80   $     260.14
                                                       ================  =============
 Series B (70,338 and 101,789 Units outstanding)          $     154.28   $     211.47
                                                       ================  =============
 Series C (52,046 and 66,670 Units outstanding)           $     120.24   $     164.80
                                                       ================  =============
</TABLE>

See notes to financial statements.


                                         2
<PAGE>


                        JOHN W. HENRY & CO./MILLBURN L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                 For the three        For the three        For the nine        For the nine
                                                  months ended         months ended        months ended         months ended
                                                 September 30,        September 30,       September 30,        September 30,
                                                      2000                1999                 2000                1999
                                                -----------------  --------------------  -----------------  --------------------
<S>                                             <C>                <C>                   <C>                <C>
REVENUES:
    Loss from investments                       $     (1,573,481)  $        (5,273,759)  $    (10,469,428)  $        (1,134,309)
                                                -----------------  --------------------  -----------------  --------------------


NET LOSS                                        $     (1,573,481)  $        (5,273,759)  $    (10,469,428)     $     (1,134,309)
                                                =================  ====================  =================  ====================

NET LOSS PER UNIT:
    Weighted average number of
    units outstanding                                    171,211               223,130            186,073               229,930
                                                =================  ====================  =================  ====================

    Weighted average net loss
        per General Partner
        and Limited Partner Unit                $          (9.19)  $            (23.64)  $         (56.27)  $             (4.93)
                                                =================  ====================  =================  ====================
</TABLE>


See notes to financial statements.



                                         3
<PAGE>


                        JOHN W. HENRY & CO./MILLBURN L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
                                 (UNAUDITED)



<TABLE>
<CAPTION>

                                             Units                                 General Partner
                                             -----                                 ---------------
                             Series A       Series B      Series C      Series A      Series B         Series C
                           -------------- ------------- ------------- -------------- -------------  -------------
<S>                        <C>            <C>           <C>           <C>            <C>            <C>
PARTNERS' CAPITAL,
  December 31, 1998               45,182       116,759        78,337  $     149,246    $  321,921   $    173,635

Redemptions                       (4,269)      (10,779)       (7,688)             -             -              -

Net loss                               -             -             -         (3,392)       (7,250)        (3,910)
                           -------------- ------------- ------------- ---------------  -----------  -------------
PARTNERS' CAPITAL,
  September 30, 1999              40,913       105,980        70,649  $     145,854    $  314,671   $    169,725
                           ============== ============= ============= ===============  ===========  =============
PARTNERS' CAPITAL,
  December 31, 1999               39,839       101,789        66,670  $     131,110    $  282,923   $    152,600

Additions                            200             -             -         39,434             -              -

Redemptions                       (7,828)      (31,451)      (14,624)       (16,686)      (43,534)       (30,206)

Net loss                               -             -             -        (33,528)      (66,920)       (35,110)
                           -------------- ------------- ------------- ---------------  -----------  -------------
PARTNERS' CAPITAL,
  September 30, 2000              32,211        70,338        52,046  $     120,330    $   172,469  $     87,284
                           ============== ============= ============= ================ ===========  =============

<CAPTION>

                                       Limited Partners
                                       ----------------
                              Series A      Series B        Series C       Total
                            ------------ -------------- -------------- --------------
<S>                        <C>           <C>            <C>            <C>
PARTNERS' CAPITAL,
  December 31, 1998        $ 13,230,285  $ 27,771,959   $  14,516,267   $ 56,163,313

Redemptions                  (1,271,117)   (2,590,016)     (1,451,929)  $ (5,313,062)

Net loss                       (264,967)     (570,613)       (284,177)  $ (1,134,309)
                           ------------- -------------  -------------   -------------
PARTNERS' CAPITAL,
  September 30, 1999       $ 11,694,201  $ 24,611,330   $  12,780,161   $ 49,715,942
                           ============= =============  =============   =============
PARTNERS' CAPITAL,
  December 31, 1999        $ 10,232,683  $ 21,241,923   $  10,834,933   $ 42,876,172

Additions                           -             -             -       $     39,434

Redemptions                  (1,693,973)   (5,406,903)     (2,032,106)  $ (9,223,408)

Net loss                     (2,545,552)   (5,155,963)     (2,632,355)  $(10,469,428)
                          -------------- -------------  -------------   -------------
PARTNERS' CAPITAL,
  September 30, 2000       $  5,993,158  $ 10,679,057   $   6,170,472   $ 23,222,770
                           ============= =============  =============   =============
</TABLE>

See notes to financial statements.

                                          4
<PAGE>


                        JOHN W. HENRY & CO./MILLBURN L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting
of only normal recurring adjustments) necessary to present fairly the
financial position of John W. Henry & Co./Millburn L.P. (the "Partnership")
as of September 30, 2000, and the results of its operations for the three and
nine month period ended September 30, 2000 and September 30, 1999. However,
the operating results for the interim periods may not be indicative of the
results expected for the full year.

Certain information and footnote disclosures normally included in annual
financial statements prepared in conformity with general accepted accounting
principles 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, 1999 (the
"Annual Report").

2.       INVESTMENTS

As of September 30, 2000, the Partnership had investments in ML JWH
Financials and Metals Portfolio LLC ("JWH LLC") and ML Millburn Global LLC
("Millburn LLC") of $10,835,448 and $12,387,322 respectively. As of December
31, 1999, the Partnership had investments in JWH LLC and Millburn LLC of
$19,843,543 and $23,032,629, respectively.

Total revenues and fees with respect to the Partnership's investments are set
forth as follows:

                                        5
<PAGE>

<TABLE>
<CAPTION>

For the three months                    Total           Brokerage      Administrative         Profit             Loss
ended September 30, 2000               Revenue         Commissions         Fees               Shares       from Investments
                                    ------------      --------------   ----------------      -----------   ----------------
<S>                                 <C>               <C>              <C>                   <C>           <C>
SERIES A UNITS

JWH LLC                             $  (215,884)      $      76,512    $         2,014       $         -   $      (294,410)
Millburn LLC                            (16,334)             83,779              2,202                 -          (102,315)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  (232,218)      $     160,291    $         4,216       $         -   $      (396,725)
                                    ============      ==============   ================      ===========   ================

SERIES B UNITS

JWH LLC                             $  (422,243)      $     149,391    $         3,930       $         -   $      (575,564)
Millburn LLC                            (31,545)            164,936              4,341                 -          (200,822)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  (453,788)      $     314,327    $         8,271       $         -   $      (776,386)
                                    ============      ==============   ================      ===========   ================

SERIES C UNITS

JWH LLC                             $  (218,557)      $      76,584    $         2,015       $         -   $      (297,156)
Millburn LLC                            (16,419)             84,569              2,226                 -          (103,214)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  (234,976)      $     161,153    $         4,241       $         -   $      (400,370)
                                    ============      ==============   ================      ===========   ================

TOTAL ALL UNITS
---------------

JWH LLC                             $  (856,684)      $     302,487    $         7,959       $         -   $    (1,167,130)
Millburn LLC                            (64,298)            333,284              8,769                 -          (406,351)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  (920,982)      $     635,771    $        16,728       $         -   $    (1,573,481)
                                    ============      ==============   ================      ===========   ================

<CAPTION>

For the three months                    Total           Brokerage      Administrative         Profit             Loss
ended September 30, 1999               Revenue         Commissions         Fees               Shares       from Investments
                                    ------------      --------------   ----------------      -----------   ----------------
<S>                                 <C>               <C>              <C>                   <C>           <C>
SERIES A UNITS

JWH LLC                             $  (705,123)      $     154,110    $         4,055       $         -   $      (863,288)
Millburn LLC                           (359,813)            154,044              4,053         (104,309)          (413,601)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(1,064,936)      $     308,154    $         8,108       $ (104,309)   $    (1,276,889)
                                    ============      ==============   ================      ===========   ================

SERIES B UNITS

JWH LLC                             $(1,436,935)      $     313,367    $         8,247       $         -   $    (1,758,549)
Millburn LLC                           (735,817)            315,850              8,312         (213,485)          (846,494)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(2,172,752)      $     629,217    $        16,559       $ (213,485)   $    (2,605,043)
                                    ============      ==============   ================      ===========   ================

SERIES C UNITS

JWH LLC                             $  (764,909)      $     167,926    $         4,419       $         -   $      (937,254)
Millburn LLC                           (395,565)            169,199              4,452         (114,643)          (454,573)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(1,160,474)      $     337,125    $         8,871       $ (114,643)   $    (1,391,827)
                                    ============      ==============   ================      ===========   ================

TOTAL ALL UNITS
---------------

JWH LLC                             $(2,906,967)      $     635,403    $        16,721       $         -   $    (3,559,091)
Millburn LLC                         (1,491,195)            639,093             16,817         (432,437)        (1,714,668)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(4,398,162)      $   1,274,496    $        33,538       $ (432,437)   $    (5,273,759)
                                    ============      ==============   ================      ===========   ================
</TABLE>

<TABLE>
<CAPTION>

For the nine months                     Total           Brokerage      Administrative         Profit            Loss
ended September 30, 2000               Revenue         Commissions         Fees               Shares       from Investments
                                    ------------      --------------   ----------------      -----------   ----------------
<S>                                 <C>               <C>              <C>                   <C>           <C>
SERIES A UNITS

JWH LLC                             $  (889,860)      $     269,968    $         7,106       $         -   $    (1,166,934)
Millburn LLC                         (1,101,061)            303,111              7,974                 -        (1,412,146)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(1,990,921)      $     573,079    $        15,080       $         -   $    (2,579,080)
                                    ============      ==============   ================      ===========   ================

SERIES B UNITS

JWH LLC                             $(1,784,841)      $     544,322    $        14,324       $         -   $    (2,343,487)
Millburn LLC                         (2,246,716)            616,457             16,223                 -        (2,879,396)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(4,031,557)      $   1,160,779    $        30,547       $         -   $    (5,222,883)
                                    ============      ==============   ================      ===========   ================

SERIES C UNITS

JWH LLC                             $  (912,774)      $     278,046    $         7,316       $         -   $    (1,198,136)
Millburn LLC                         (1,146,038)            315,001              8,290                          (1,469,329)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(2,058,812)      $     593,047    $        15,606       $         -   $    (2,667,465)
                                    ============      ==============   ================      ===========   ================

TOTAL ALL UNITS
---------------

JWH LLC                             $(3,587,475)      $   1,092,336    $        28,746       $         -   $    (4,708,557)
Millburn LLC                         (4,493,815)          1,234,569             32,487                 -        (5,760,871)
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $(8,081,290)      $   2,326,905    $        61,233       $         -   $   (10,469,428)
                                    ============      ==============   ================      ===========   ================

<CAPTION>

For the nine months                     Total           Brokerage      Administrative         Profit         Income (Loss)
ended September 30, 1999               Revenue         Commissions         Fees               Shares       from Investments
                                    ------------      --------------   ----------------      -----------   ----------------
<S>                                 <C>               <C>              <C>                   <C>           <C>

SERIES A UNITS

JWH LLC                             $     26,364      $     471,853    $        12,416       $         -   $       (457,905)
Millburn LLC                             724,010            472,809             12,442            49,214            189,545
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $    750,374      $     944,662    $        24,858       $    49,214   $       (268,360)
                                    ============      ==============   ================      ===========   ================

SERIES B UNITS

JWH LLC                             $     24,543      $     960,859    $        25,288       $         -   $       (961,604)
Millburn LLC                           1,480,326            970,669             25,544           100,372            383,741
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  1,504,869      $   1,931,528    $        50,832       $   100,372   $       (577,863)
                                    ============      ==============   ================      ===========   ================

SERIES C UNITS

JWH LLC                             $     30,209      $     514,682    $        13,543       $         -   $       (498,016)
Millburn LLC                             798,025            519,941             13,682            54,472            209,930
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $    828,234      $   1,034,623    $        27,225       $    54,472   $       (288,086)
                                    ============      ==============   ================      ===========   ================

TOTAL ALL UNITS
---------------

JWH LLC                             $     81,116      $   1,947,394    $        51,247       $         -   $     (1,917,525)
Millburn LLC                           3,002,361          1,963,419             51,668           204,058            783,216
                                    ------------      --------------   ----------------      -----------   ----------------

Total                               $  3,083,477      $   3,910,813    $       102,915       $   204,058   $     (1,134,309)
                                    ============      ==============   ================      ===========   ================
</TABLE>


                                          6
<PAGE>



Condensed statements of financial condition and statements of operations for JWH
LLC and Millburn LLC are set forth as follows:

<TABLE>
<CAPTION>

                                  September 30, 2000             December 31, 1999
                                     (unaudited)
                          -------------------------------  ------------------------------
                             JWH             Millburn           JWH           Millburn
                             LLC                LLC             LLC             LLC
                          --------------- ---------------  --------------  --------------
<S>                       <C>             <C>              <C>             <C>
Assets                    $   11,881,545  $   13,564,288   $  20,495,709   $  23,769,789
                          =============== ===============  ==============  ==============

Liabilities               $    1,046,097  $    1,176,966   $     652,166   $     737,160
Members' Capital              10,835,448      12,387,322      19,843,543      23,032,629
                          --------------- ---------------  --------------  --------------

Total                     $   11,881,545  $   13,564,288   $  20,495,709   $  23,769,789
                          =============== ===============  ==============  ==============

<CAPTION>

                                                     JWH LLC

                           For the three  For the three    For the nine     For the nine
                            months ended   months ended     months ended     months ended
                            September 30,  September 30,    September 30,    September 30,
                               2000            1999           2000              1999
                            (unaudited)     (unaudited)     (unaudited)      (unaudited)
                          --------------- ---------------  ---------------  ---------------
<S>                       <C>             <C>              <C>              <C>
Revenues                  $     (856,684) $   (2,906,967)  $   (3,587,475)  $       81,116

Expenses                         310,446         652,124        1,121,082        1,998,641
                          --------------- ---------------  ---------------  ---------------

Net Loss                  $   (1,167,130) $   (3,559,091)  $   (4,708,557)  $   (1,917,525)
                          =============== ===============  ===============  ===============

<CAPTION>
                                                      Millburn LLC

                           For the three  For the three    For the nine     For the nine
                            months ended   months ended    months ended     months ended
                            September 30,  September 30,   September 30,    September 30,
                               2000            1999           2000              1999
                            (unaudited)     (unaudited)     (unaudited)      (unaudited)
                          --------------- ---------------  ---------------  ---------------
<S>                       <C>             <C>              <C>              <C>
Revenues                  $      (64,298) $   (1,491,195)  $   (4,493,815)  $    3,002,361

Expenses                         342,053         223,473        1,267,056        2,219,145
                          --------------- ---------------  ---------------  ---------------

Net Loss                  $     (406,351) $   (1,714,668)  $   (5,760,871)  $      783,216
                          =============== ===============  ===============  ===============
</TABLE>


3.   FAIR VALUE AND OFF-BALANCE SHEET RISK

     For the period ended September 30, 2000 and the year ended December
     31,1999, the Partnership invested all of its assets in Trading LLC's.
     Accordingly, the Partnership invested indirectly in derivative
     instruments, but does not itself hold any derivative instrument
     positions. As such, MLIP does not believe that the adoption of the
     provisions of Statement of Financial Accounting Standards No. 133, as
     amended by SFAS No. 137, had a significant effect on the financial
     statements of the Partnership, nor does MLIP believe that the
     application of the provisions of SFAS No. 138 will have an effect on the
     financial statements.

                                       7
<PAGE>


     MARKET RISK

     Derivative financial 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 underlying
     financial instruments or commodities underlying such derivative instruments
     frequently resulted in changes in the Partnership's net unrealized profit
     on such derivative instruments as reflected in the Statements of Financial
     Condition or, with respect to Partnership assets invested in Trading LLC's,
     the net unrealized profit (loss) as reflected in the respective Statements
     of Financial Condition of the Trading LLC's. 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,
     through the Trading LLC's, as well as the volatility and liquidity of such
     markets in which such derivative instruments are traded.

     MLIP 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
     Advisors selected from time to time for the Partnership or the Trading
     LLC's, and include adjusting the percentage of the Partnership's, or the
     Trading LLC's total assets allocated to trading, calculating the
     Net Asset Value of the Advisors' respective Partnership accounts and
     Trading LLC 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 MLIP does not itself intervene
     in the markets to hedge or diversify the Partnership's market exposure MLIP
     may urge Advisors to reallocate positions, or itself reallocate Partnership
     assets among Advisors (although typically only as of the end of a month) in
     an attempt to avoid over-concentration. However, such interventions are
     unusual. Except in cases in which it appears that an Advisor has begun to
     deviate from past practice and trading policies or to be trading
     erratically, MLIP'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.

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

      The Partnership has credit risk in respect of its counterparties and
      brokers, but attempts to control this risk by dealing almost exclusively
      with Merrill Lynch entities clearing brokers.

      The Partnership, through the Trading LLC's, in its normal course of
      business, enters into various contracts, with MLF acting as its commodity
      broker. Pursuant to the brokerage agreement with MLF (which includes a
      netting arrangement), to the extent that such trading results in
      receivables from and payables to MLF, these receivables and payables are
      offset and reported as a net receivable or payable and included in the
      Statements of Financial Condition under Equity in commodity futures
      accounts.

                                        8
<PAGE>



Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
<TABLE>
<CAPTION>
MONTH-END NET ASSET VALUE PER SERIES A UNIT

---------------------------------------------------------------------------------------
        Jan.     Feb.    Mar.     Apr.     May      Jun      Jul.    Aug.     Sep.
---------------------------------------------------------------------------------------
<S>     <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>
1999    $287.86  $291.22 $288.12  $297.02  $303.11  $319.42  $310.07 $302.24  $289.40
---------------------------------------------------------------------------------------
2000    $255.72  $238.38 $230.44  $230.52  $221.13  $201.51  $199.30 $197.17  $189.80
---------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MONTH-END NET ASSET VALUE PER SERIES B UNIT

----------------------------------------------------------------------------------------
        Jan.     Feb.     Mar.     Apr.     May     Jun.     Jul.     Aug.     Sep.
----------------------------------------------------------------------------------------
<S>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
1999    $233.92  $236.65  $234.15  $241.40  $246.31 $259.56  $251.96  $245.60  $235.20
----------------------------------------------------------------------------------------
2000    $207.89  $193.79  $187.32  $187.37  $179.72 $163.78  $161.98  $160.25  $154.28
----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MONTH-END NET ASSET VALUE PER SERIES C UNIT

---------------------------------------------------------------------------------------
        Jan.     Feb.    Mar.     Apr.     May      Jun.     Jul.    Aug.     Sep.
---------------------------------------------------------------------------------------
<S>     <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>
1999    $182.30  $184.43 $182.48  $188.13  $191.96  $202.28  $196.36 $191.41  $183.30
---------------------------------------------------------------------------------------
2000    $162.02  $151.03 $145.99  $146.03  $140.07  $127.64  $126.24 $124.89  $120.24
---------------------------------------------------------------------------------------
</TABLE>

Performance Summary

January 1, 2000 to September 30, 1999
--------------------------------------
January 1, 1999 to March 31, 1999

The Partnership produced gains in currency trading during the quarter. On a
trade-weighted basis, the Swiss franc ended the quarter at close to a
seven-month low, mostly as a result of the stronger U.S. dollar. In January, the
yen had advanced by nearly 35% against the dollar since early in August, and the
Bank of Japan lowered rates to keep the economy sufficiently liquid so as to
allow fiscal spending to restore some growth to the economy and to drive down
the surging yen.

Stock index trading was also profitable. Also of note, the Dow Jones Industrial
Average closed above the 10,000 mark for the first time ever at the end of
March, setting a record for the index.

Interest rate trading proved unprofitable for the Partnership. Early in
January, the yield on the Japanese government 10-year bond increased to
1.8%, sharply above the record low of 0.695% it reached on October 7,
1998. This was triggered by the Japanese Trust Fund Bureau's decision to
absorb a smaller share of future issues, leaving the burden of financing
future budget deficits to the private sector.

In January, burdensome warehouse stocks and questionable demand prospects
weighed on base metals as aluminum fell to a 5-year low and copper fell to
nearly an 11-year low. Major surpluses in both metals were expected, keeping
prices down, and there was no supply side response to weak demand and lower
prices. However, the end of March showed copper and aluminum leading a surge in
base metals as prices recovered from multi-year lows. In precious metals, gold
failed to sustain a rally, and gold's role as a flight to safety vehicle has
clearly been greatly diminished as has its role as a monetary asset.

April 1, 1999 to June 30, 1999

During the second quarter of 1999, the Partnership's NAV increased as
the Partnership profited from trading in the interest rate, metals,
stock indices and currencies markets. Interest rate trading was
profitable as the flight to quality in the bond market reversed during
the first half of 1999 and concerns about higher interest rates in the
U.S. continued to rattle the financial markets.

In the metals sector, there were also gains. Throughout the first half of 1999,
gold prices were in a state of gradual erosion and in early June, prices hit
their lowest levels in over 20 years. Gold continued to show a lack of response
to political and military events such as Kosovo and also lost much of its role
as a monetary asset and flight to safety vehicle. The economic scenario for
Asia, Brazil, emerging market nations and Europe helped keep copper and other
base metals on the defensive as demand receded with virtually no supply side
response.

Stock index trading also resulted in gains overall for the quarter, as equity
markets rallied worldwide in April and June.

Currency trading also resulted in gains for the Partnership. After
suffering under the weight of lower commodity prices and the Asian
recession, the Canadian dollar underwent a significant rally in the
first half of 1999, moving up about 3 cents from the end of 1998. It has
been in a corrective mode since early May, but unlike past years has
retained much of its gain.

July 1, 1999 to September 30, 1999

During the third quarter of 1999, the Partnership's NAV decreased.
Trading in the interest rate, stock index, metals and currencies markets
all resulted in losses.

Interest rate trading was unprofitable for the third quarter. Eurodollar
trading generated losses amidst speculation of the probability of a
tightening bias by the U.S. Federal Reserve. Eurodollar contracts gave
up much of the gains that they enjoyed following the Federal Open Market
Committee's adoption of a neutral bias.

The Partnership suffered losses in stock index positions as trading
throughout the quarter was volatile. Though the S&P finished the third
quarter by breaking its post-October 1998 highs, stock index trading was
mixed due to significant volatility globally.

Trading in the metals markets was also unprofitable for the Partnership.
A major statement from the President of the European Central Bank sent
gold prices sharply higher in late September. A key part of the
statement was the fact that the banks have agreed not to expand their
gold lending. This initiated the first bullish bias in years. Aluminum
prices also traded higher even despite a 5-year low in early March,
managing to gain nearly 25 percent this year. Steady Japanese consumer
buying and the strength in the yen versus the dollar have played a part
in this.

Currency trading resulted in losses for the quarter as well. The Bank of Japan
refused to ease monetary policy which caused the yen to reach a two-year high
during the quarter. The most positive sign in Japan was that, for the second
quarter in a row, domestic consumption exceeded that of the year ago quarter.

January 1, 2000 to September 30, 2000
-------------------------------------
January 1, 2000 to March 31, 2000

Currency trading alternated throughout the month as gains in Swiss franc
positions were outweighed by losses in British pound trading in the beginning of
the quarter. Despite evidence of expansion in Europe, the Swiss franc slipped to
a 10-year low against the dollar. This move mimicked the decline in the Euro
which came after officials from the Group of Seven met and failed to express
concern about the low levels of the European currency. Trading during the middle
of the quarter was profitable through gains in Euro futures and Japanese yen
trading. The Euro's continued weakness can be attributed to a number of factors,
including the slow pace of microeconomic reform in Europe, plans for a European
withholding tax and the scale of direct investment flows outside of Europe. In
the end of the quarter losses were sustained in Japanese yen and British pound
positions. The yen has been strong in spite of Japan's slide back into recession
during the second half of 1999.

                                    9
<PAGE>


Trading in Nikkei 225 Stock Index positions resulted in losses. The
losses suffered early in the quarter rebounded to close at its highest
level since 1997 and carried on throughout mid-quarter. Positions in the
Nikkei 225 and FTSE Financial Times Stock Index resulted in profits for
the Partnership. The economy in the United Kingdom has been growing at a
robust pace and is accompanied by low inflation.

Metals trading was unprofitable for the quarter. Concerns about higher U.S.
interest rates and the sharp declines in global stock prices during January
created a somewhat nervous and defensive tone in base metals trading. Trading
was unprofitable in February due to losses in gold and aluminum. Mid-month
reports showed aluminum inventories monitored by the London Metal Exchange at
their highest level in almost three years, resulting in a decrease in prices.

Short Eurodollar trading was profitable as the currency continued to decline in
January. The European Union ministers blamed the currency's slide in January on
rapid U.S. growth and fears that the Federal Reserve will increase U.S. interest
rates. These profits were far outweighed by losses in the Japanese 10-year bond,
U.S. 10-year Treasury note positions and long U.S. treasury positions as the
yield curve fluctuated widely during the quarter.

April 1, 2000 to June 30, 2000

Metals trading was unprofitable for the quarter. During the middle of the
quarter, copper trading resulted in losses for the sector. A Freeport, Indonesia
mine announced output cuts would not be as large as the Indonesian government
had forecast, resulting in losses for the Partnership's long positions. Losses
continued through the quarter as trading in both base and precious metals was
unprofitable as losses were sustained in gold and aluminum positions. As has
been the ongoing pattern, gold showed virtually no response to activities in the
financial and equity markets, including the surge in energy prices.

Currency trading proved unprofitable for the Partnership. Early in the quarter,
gains from long Swiss franc positions could not outweighed losses sustained in
other currencies. Despite the dramatic interest rate hikes by the Swiss National
Bank ("SNB"), the SNB said it will not keep the Swiss franc from rising.
Currency trading resulted in losses for the sector during May despite gains in
short positions in the British pound, as losses were sustained in Euro futures
trading. The Euro rallied to U.S. $0.97 early in June, but faced profit-taking
after news of some capital outflow from Euroland.

Stock index trading was unprofitable as losses were sustained in Nikkei 225 and
S&P 500 positions in the quarter. Signs of rising inflation fueled fears that
the Federal Reserve will continue to raise interest rates aggressively to slow
the robust economy.

Interest rate trading results were unprofitable for the quarter. Losses from
U.S. Treasury note trading exceeded gains from Japanese 10-year bond positions.
U.S. yields fell during the month as investors shifted to Treasuries due to
increased volatility in the NASDAQ and other equity markets. Losses were
incurred in Euro dollar and Euro-Bund positions. Short positions resulted in
losses as the Euro dollar improved after the European Central Bank's 50 basis
point repo rate hike.

July 1, 2000 to September 30, 2000

During the third quarter of 2000, the Partnership's NAV decreased as trading
in currencies, interest rate, stock index and metals markets were
unprofitable.

Losses in Japanese yen and euros eroded gains from British pound, Australian
dollar and Thailand baht trading. The yen finished weaker against the dollar
in anticipation that the U.S. Federal Reserve would continue to increase
interest rates. The Euro faced a difficult year of trading as the depressed
currency had a late-September bounce in the wake of the European Central
Bank's intervention, expressing plans to sell some of its foreign exchange
reserves.

Stock index trading was unprofitable for the quarter. Slight gains in Topix
positions were offset with losses in DAX German Stock Index, Nikkei 225 and
FTSE Financial Times Stock Index trading.

Losses sustained from gold and aluminum positions outweighed gains from
copper trading. Gold prices declined in July as a result of the Bank of
England's bullion auction. Despite gains from gold trading in August, the
metals sector was unprofitable as a result of zinc and nickel trading. Nickel
prices declined as demand slowed for stainless steel in Europe and Asia. By
quarter end, copper trading was profitable as demand from Asia, particularly
China, pushed prices higher.

Despite gains from Japanese government bond positions in the beginning of the
quarter, interest rate trading was unprofitable as the Partnership had losses
in U.S. Treasury bond, Japanese 10-year bond and Australian 10-year bond
trading.

                                           10
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

          There are no pending legal proceedings to which the Partnership or the
          General Partner is a party.

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

          As part of a restructuring of Merrill Lynch's investment management
          operations, Merrill Lynch Investment Partners Inc. ("MLIP") and
          other Merrill Lynch advisory entities are being consolidated under
          Merrill Lynch Investment Managers ("MLIM"), the principal
          Merrill Lynch investment management affiliate. MLIP is now part of
          MLIM's Alernative Investments group, headed by Ron Rosenberg,
          Managing Director and former head of Merrill Lynch's Global Hedge
          Fund Sales and International Fixed Income Group. Fabio Savoldelli,
          Managing Director and head of MLIM - Alternative Strategies, has
          assumed management responsibilities for MLIP's business, reporting
          to Mr. Rosenberg. In connection with this consolidation, John R.
          Frawley, Jr., the President of MLIP, and certain other MLIP staff
          members have left Merrill Lynch, effective October 20, 2000.

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
          nine months of fiscal 2000.

                                         11
<PAGE>


                               SIGNATURE

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.




                             JOHN W. HENRY & CO./MILLBURN L.P.






                             By:  MERRILL LYNCH INVESTMENT PARTNERS INC.
                                           (General Partner)






Date:  November 14, 2000     By /S/ MICHAEL L. PUNGELLO
                                -----------------------
                                Michael L. Pungello,
                                Duly Authorized Signatory
                                Vice President, Chief Financial Officer
                                and Treasurer


                                      12