January 19, 2005

Mail Stop 04-09

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

Re:	ML Aspect FuturesAccess LLC
	Registration Statement on Form 10
      Filed December 20, 2004
	File No. 0-51085

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 Aspect 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 Aspect`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 Aspect
FuturesAccess LLC`s offering materials.

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

9. On a supplemental basis, please provide a detailed analysis
regarding the timing of the sales of units in ML Aspect 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 Aspect Diversified Program.  In
this
regard, we note that the Manager has the discretion to replace
Aspect
at some unspecified point of time in the future.  In addition,
please
clarify whether Aspect 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 Aspect 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 Aspect Capital Limited has been registered since 1998
and
ML Aspect is newly formed with no prior history, please revise to
provide a substantial narrative discussion regarding Aspect
Capital
Limited`s prior performance utilizing the Diversified Program
trading
model. In addition, please provide historical performance
information
for the Diversified Program that Aspect will trade on behalf of ML
Aspect.

15. Revise the third full paragraph of this subsection on page 3
to
quantify what you mean by "significant medium-term capital
growth."
As the cornerstone goal of this program, your investment objective
is
material and should be clear.  In addition, please clarify what an
investor`s time horizon should be in connection with an investment
in
ML Aspect.


16. 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.

17. 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?

18. On page 5 you refer to the International Value Program, yet
throughout your disclosure you state that Aspect Capital Limited
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

19. We note MLPF&S may invest a portion of ML Aspect`s cash assets
in
CFTC-eligible investments.  Please revise to disclose what portion
of
the ML Aspect`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, Aspect Capital Limited.  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 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 Aspect?

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 Aspect 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 Aspect 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 Aspect.  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 Aspect
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
Aspect 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

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

Brokers and Dealers Selected by Trading Advisor, page 12

33. Revise to disclose whether Aspect Capital Limited 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 Aspect`s assets are deposited with and held by
commodity
brokers.  Also, please describe how the ML Aspect`s assets may be
used as margin and whether ML Aspect 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 Aspect 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 Aspect Capital Limited
holds sole authority for directing ML Aspect`s trading, but that
the
Operating Agreement effectively gives full control over the
management of ML Aspect 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
Aspect unitholders.  Moreover, revise to disclose who will hold
the
obligation to serve as the principal executive officer and
principal
financial officer for ML Aspect.

38. Please revise to disclose whether any of your directors of the
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-K.

40. Please note in Mr. Lueck`s business summary on page 18 that
Mr.
Harding is not a member of ML Aspect or Aspect Capital Limited.
Please remove his name or explain who he is and his relationship
to
Aspect Capital Limited.

41. We refer to your statement on page 18 that the Manager acts as
a
General Partner to three public commodity pools.  Please confirm
that
this is the complete list of public commodity pools managed by
MLAI.
We note, for example, that you have not listed ML Select Futures
I,
of which MLAI serves as the General Partner.  Please revise or
advise.

Item 7: Certain Relationships and Related Transactions, page 20

42. We note your disclosure that none of the fees you pay to any
Merrill Lynch party were negotiated and that the fees you will pay
Merrill Lynch are higher than would have been obtained through
arm`s
length negotiations.  Please revise to describe generally how the
amounts of these fees were determined and how much higher these
fees
are than would have been obtained from an independent third party.

Item 11. Description of Registrant`s Securities to be Registered,
page 22
(a)(1)(iv) Redemption Provisions, pages 23-24

43. We note your discussion of redemption procedures and Article
III
of the Operating Agreement.   Please revise to describe both
mandatory and optional redemptions.

44. Please disclose whether a unitholder will have the ability to
withdraw his/her redemption request after it is submitted.  If so,
please discuss the procedures the unitholder will have to follow
in
order to withdraw the redemption request.  If not, please revise
to
make clear that unitholders are irrevocably bound once they
execute a
redemption request.

45. We note that Section 3.02(c) of the operating agreement refers
to
the manager causing the fund to distribute to redeeming investors
which appear to imply that all timely redemption requests will be
honored.  Please revise, with a view toward disclosure, whether
any
limitation exists on the number of units that may be redeemed over
any specific period or whether the fund is required to honor all
validly made redemption requests.

46. We note your statement that payment will be distributed
approximately ten business days after the effective date of the
redemption, but there is no assurance of the timing of such
payment.
Please revise, with a view toward disclosure, how long the manager
may withhold payment and whether redemption may be granted but
payment withheld indefinitely.

47. Please disclose the circumstances, if any, under which a
redemption request will be rejected.

48. Please disclose how unitholders will be notified of any
amendment
to the terms, suspension or termination of the redemption program.

(a)(1)(v), page 24

49. We note your disclosure regarding what members of ML Aspect
may
vote on and that the Manager may amend the Operating Agreement in
any
way that is not adverse to the unitholders.  Please revise to
clarify
material matters or rights for which the Manager may modify, but
for
which unitholders are not entitled to vote.

(a)(1)(vii), page 24

50. We note your discussion of the termination of ML Aspect on
page
5.  Please revise your disclosure here to describe the provisions
for
liquidation distributions upon termination or dissolution of ML
Aspect, as described in the operating agreement.  Further, clarify
how the distribution will be effected in accordance with the
DLLCA.


(a)(1)(ix), page 24

51. Please disclose whether ML Aspect will be subject to any
liabilities that may arise on behalf of the affiliated ML
FuturesAccess LLCs or other pools managed by your manager,
therefore
placing your unitholders` capital at risk.  We note your manager`s
officers and directors serve as officers and directors to multiple
managed commodity pools and other potential funds.

Item 15. Financial Statements and Exhibits

52. Include financial statements of ML Aspect FuturesAccess LLC
(the
"Fund") that conform to the requirements of Article 3 of
Regulation
S-X. If omitted, include a statement in the filing that, if true,
the
Fund has no, or has nominal, assets or liabilities and describe
any
contingent liabilities and commitments of the Fund in sufficient
detail.

53. The disclosure on page 10 indicates that the Fund will
reimburse
the Manager for the Fund`s organizational and offering costs from
the
proceeds of the issuance of the Fund`s units.  It also states that
these costs must be deducted from net asset value for financial
reporting purposes.  The financial statements of the Fund should
reflect the organizational costs incurred on its behalf as an
expense
with a corresponding liability.  Refer to SOP 98-5 and SAB 1B.
Also
the financial statements of the Fund should reflect the deferred
offering costs and corresponding liability.  If the organizational
costs are immaterial, include a statement to that effect in the
filing.

Merrill Lynch Alternative Investments LLC (the "Manager")

Balance Sheet, page F-1

54. We note that the Manager`s balance sheet is as of the 26th of
December. Is this its fiscal year end? If not, revise to include
an
audited balance sheet of the Manager as of the end of the most
recent
fiscal year.

55. Please update the financial statements of the Manager in your
next amendment to the Registration Statement. It should be no more
than six months old.


Note 1 Related Parties, pages F-3 - F-4

56. Refer to page F-4. Reconcile the $120.5 million excess cash
you
disclosed in Note 1 to the $91.4 million of due from affiliates
you
presented on the face of the balance sheet and advise us.

57. In light of the significance of the receivable from ML &Co and
MLIM and since they are affiliates, provide the audited balance
sheet
of these affiliates in your next amendment to the Registration
Statement. If the affiliated companies are currently reporting
companies with the Commission, include a statement to that effect
in
the filing in lieu of presenting their separate audited balance
sheets.

Organization and Significant Accounting Policies

Investments in Affiliated Partnerships, page F-2

58. We note that MLAI is the sole general partner of the
affiliated
partnerships. Explain to us how MLAI considered the guidance in
SOP
78-9 or any other GAAP literature that it applied to these
investments, and revise the note as appropriate.

Interim Period

59. Please revise the interim balance sheet to comply with the
above
comments, as appropriate.

Exhibits

60. In your next amendment, please file your Customer Agreement
with
MLPF&S, Inc. listed as Exhibit 10.01.  The staff will need
adequate
time to review this document.


*  *  *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Andrew Mew at (202) 942-2913 or Jorge
Bonilla,
reviewing staff accountant, at (202) 942-1993 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Neil Miller at (202) 942-1851 or me at (202) 942-
1960
with any other questions.


Sincerely,



Owen Pinkerton
Senior Counsel

cc:	David R. Sawyier, Esq. (via facsimile)
      Sidley Austin Brown & Wood
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ML Aspect FuturesAccess LLC
January 19, 2005
Page 1