SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC.  20549
                                
                                
                            FORM 10-Q
                                
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended
                        September 30,1995
                                
                             0-16690
                    (Commission File Number)
                                
               ML MEDIA OPPORTUNITY PARTNERS, L.P.
     (Exact name of registrant as specified in its governing
                          instruments)
                                
                            Delaware
          (State or other jurisdiction of organization)
                                
                           13-3429969
                (IRS Employer Identification No.)
                                
                     World Financial Center
                    South Tower - 14th Floor
                 New York, New York  10080-6114
(Address of principal executive offices)     (Zip Code)
                                
Registrant's telephone number, including area code:
(212) 236-6472


                                             N/A
  Former name, former address and former fiscal year if changed
                        since last report

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      .

               ML Media Opportunity Partners, L.P.
                                
                 Part I - Financial Information.



             Item 1.   Financial Statements.
                         
                TABLE OF CONTENTS                        
                                                         
                                                         
                                                         
Consolidated Balance Sheets as of September 30,          
1995 (Unaudited) and December 31, 1994 (Unaudited)
                                                         
Consolidated Statements of Operations for the            
thirteen and thirty-nine week periods ended
September 30, 1995 (Unaudited) and September 30,
1994 (Unaudited)
                                                         
Consolidated Statements of Cash Flows for the            
thirty-nine week periods ended September 30, 1995
(Unaudited) and September 30, 1994 (Unaudited)
                                                         
Notes to the Consolidated Financial Statements for       
the thirty-nine week period ended September 30,
1995 (Unaudited)
                                                         

<PAGE>
<TABLE>
<CAPTION>
              ML MEDIA OPPORTUNITY PARTNERS, L.P.
     CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1995
         (UNAUDITED) AND DECEMBER 31, 1994 (UNAUDITED)
                                                 
                                                 
                                  September 30,   December 31,
                          Notes         1995            1994
<S>                      <C>     <C>             <C>
ASSETS:                                          
Cash and cash                                                  
equivalents                   2    $  1,165,154     $ 2,150,473
Investment in joint                                            
venture and common                                             
stock                         2       1,261,666       1,261,666
Other assets                             82,932         537,901
TOTAL ASSETS                        $ 2,509,752     $ 3,950,040
                                                               
LIABILITIES AND                                                
PARTNERS' DEFICIT:
Liabilities:                                                   
Accounts payable and                                           
accrued liabilities                $    605,554     $   688,288
Net Liabilities of                                             
Discontinued                                   
Operations:                 2,3                
  Production Segment                      140,711         140,711
Television and Radio                                            
Station Segment                               -       6,137,046
                                                               
Total Liabilities                       746,265       6,966,045
                                                               
Commitments and                                                
Contingencies               2,3
                                                                



(Continued on the following page.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                 
              ML MEDIA OPPORTUNITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1995 (UNAUDITED)
               AND DECEMBER 31, 1994 (UNAUDITED)
                          (continued)
                                
                                                        
                                 September 30,    December 31,
                         Notes          1995            1994
<S>                      <C>    <C>              <C>
Partners'                                        
Capital/(Deficit):
                                                 
General Partners:                                
Capital contributions,                                         
net of offering                                                
expenses                   1          1,019,428       1,019,428
Cash distributions                    (120,077)        (90,624)
Cumulative loss                       (861,224)       (938,472)
                                         38,127         (9,668)
Limited Partners:                                              
Capital contributions,                                         
net of offering                                                
expenses (112,147.1                                            
Units of Limited                                               
Partnership Interest)      1        100,914,316     100,914,316
Tax allowance cash                                             
distributions                       (2,040,121)     (2,040,121)
Other cash distributions                                       
                                   (11,887,582)     (8,971,760)
Cumulative loss                    (85,261,253)    (92,908,772)
                                      1,725,360     (3,006,337)
Total Partners'                                                
Capital/(Deficit)                     1,763,487     (3,016,005)
TOTAL LIABILITIES AND                                          
PARTNERS'                                                      
CAPITAL/(DEFICIT)                 $   2,509,752   $   3,950,040

See Notes to Consolidated Financial Statements (Unaudited).
                                                                 
                                                         </TABLE>
                                                           <PAGE>
                                                          <TABLE>
                                                        <CAPTION>
                                                                 
                                                                 
                ML MEDIA OPPORTUNITY PARTNERS, L.P.
               CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                   SEPTEMBER 30, 1995 (UNAUDITED)
                 AND SEPTEMBER 30, 1994 (UNAUDITED)


                       Thirteen Weeks           Thirty-Nine Weeks
                   Sept. 30,    Sept. 30,    Sept. 30,    Sept. 30,
             Not        1995         1994         1995         1994
              es
                                                         
<S>          <C>  <C>          <C>          <C>          <C>
Partnership                                               
Operating
Expenses:
                                                                     
General and                                                           
administra-                                                          
tive               $   28,395   $  123,742   $   177,05   $   196,475
                                                      7              
                                                                      
Amortization                 -       74,487            -       223,465
                                                                      
Management                                                            
fees                  589,386      786,155    1,794,680     2,361,408
                       617,781      984,384    1,971,737     2,781,348
                                                                      
Other income                 -            -      128,212             -
                                                       
                                                                      
Interest                                                              
income                 16,317      301,292       97,233       349,747
                        16,317      301,292      225,445       349,747
                                                                      
Loss from                                                            
Partnership                                                         
operations          (601,464)    (683,092)   (1,746,292   (2,431,601
                                                      )            )
                                                                    

(Continued on the following page.)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                 ML MEDIA OPPORTUNITY PARTNERS, L.P.
                CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                   SEPTEMBER 30, 1995 (UNAUDITED)
                 AND SEPTEMBER 30, 1994 (UNAUDITED)
                             (Continued)

                     Thirteen Weeks            Thirty-Nine Weeks
                Sept. 30,     Sept. 30,     Sept. 30,     Sept. 30,
          Not        1995          1994          1995          1994
          es
<S>       <C   <C>           <C>           <C>           <C>
          >
Discon-                                                              
tinued
opera-
tions:
Income/(L                                                            
oss)       
from       
discon-    
tinued     
opera-     
tions      
of:       2,3
Cable                                                                
Televi-                                                              
sion                                                                 
Systems                                                              
Segment                   -             -             -   (6,784,982)
Productio                                                            
n                                                                    
Segment                   -      (36,170)             -      (46,475)
Televi-                                                              
sion and                                                             
Radio                                                                
Station                                                              
Segment                                                              
                          -   (1,036,216)             -   (3,054,155)

(Continued on the following page.)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                 ML MEDIA OPPORTUNITY PARTNERS, L.P.
                CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                   SEPTEMBER 30, 1995 (UNAUDITED)
                 AND SEPTEMBER 30, 1994 (UNAUDITED)
                             (Continued)


                       Thirteen Weeks           Thirty-Nine Weeks
                  Sept. 30,     Sept. 30,     Sept. 30,    Sept. 30,
            Not        1995          1994         1995          1994
             es                                                 
<S>         <C   <C>           <C>          <C>           <C>
            >
Gain on                                                               
Sale of                                                               
Discon-                                                               
tinued                                                                
Cable                                                                 
Televi-sion                                                           
Systems                                                               
Segment                                                               
                            -      600,000             -       600,000
                                                                      
                                                                      
Gain on                                                               
Sale of                                                               
Discon-                                                               
tinued                                                                
Televi-sion                                                           
and Radio                                                             
Station                                                               
Segment                                                               
                    7,786,731            -      9,471,059            -
                                                                      
                    7,786,731     (472,386      9,471,059  (9,285,612)
                                         )
NET INCOME/                                                           
(LOSS)                                                                
BEFORE                                                                
EXTRA-                                                                
ORDINARY                                                              
ITEM                                                                  
                    7,185,267  (1,155,478)      7,724,767 (11,717,213)
                                                                      
EXTRA-                                                                
ORDINARY                                                              
ITEM                        -  130,330,596              -  130,330,596
                                          
                                                                      
NET INCOME        $ 7,185,267  $129,175,118  $  7,724,76   $118,613,38
                                                       7             3
(Continued on the following page.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                 ML MEDIA OPPORTUNITY PARTNERS, L.P.
                CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED
                   SEPTEMBER 30, 1995 (UNAUDITED)
                 AND SEPTEMBER 30, 1994 (UNAUDITED)
                             (Continued)
                                                       
                     Thirteen Weeks            Thirty-Nine Weeks
                Sept. 30,     Sept. 30,     Sept. 30,     Sept. 30,
          Not        1995          1994          1995          1994
          es
<S>       <C   <C>           <C>           <C>           <C>
          >
                                                    
Per Unit                                                             
of
Limited
Partner-
ship
Inter-
est:
Loss from                                                            
Partner-                                                             
ship                                                                 
opera-                                                               
tions          $     (5.31)   $    (6.03)   $   (15.42)   $   (21.47)
                                                                     
Income/-                                                             
(Loss)                                                               
from                                                                 
discon-                                                              
tinued                                                               
opera-                                                               
tions                 68.74        (4.17)         83.61       (81.97)
                                                                     
EXTRAOR-                                                             
DINARY                                                               
ITEM                      -      1,150.52             -      1,150.52
                                                                     
NET                                                                  
INCOME          $     63.43    $ 1,140.32    $    68.19    $ 1,047.08
                                                                     
Number of                                                            
Units             112,147.1     112,147.1     112,147.1     112,147.1

See Notes to Consolidated Financial Statements (Unaudited).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                 ML MEDIA OPPORTUNITY PARTNERS, L.P.
                CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THIRTY-NINE WEEK PERIODS ENDED
                   SEPTEMBER 30, 1995 (UNAUDITED)
                 AND SEPTEMBER 30, 1994 (UNAUDITED)
                                               
                          
                                    September     September 30,
                          Notes        30,               1994
                                         1995            
                                         
                                                  
<S>                      <C>      <C>             <C>
                                                  
Cash flows from                                                
operating activities:
                                                               
Net Income                         $  7,724,767   $ 118,613,383
                                                               
                                                               
Adjustments to reconcile                                        
net income to net cash
used in operating
activities:
                                                                
Amortization                                   -         223,465
                                                                
Gain on disposition of                                          
Maryland Cable                                -   (130,330,596)
                                                                
Gain on sale of Windsor                        -       (600,000)
                                                                
Gain on sale of                                                 
Television and Radio                                           
Station Segment                     (9,471,059)               -


(Continued on the following page.)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


               ML MEDIA OPPORTUNITY PARTNERS, L.P.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THIRTY-NINE WEEK PERIODS ENDED
                 SEPTEMBER 30, 1995 (UNAUDITED)
               AND SEPTEMBER 30, 1994 (UNAUDITED)
                           (Continued)

                                     September      September
                          Notes         30,            30,
                                         1995            1994
                                         
                                                  
<S>                      <C>       <C>            <C>
                                                  
Change in operating                                
assets and liabilities:
                                                  
Decrease in other assets                454,969           34,106
                                                                
(Decrease)/Increase in                                          
accounts payable and                                           
accrued liabilities                   (82,734)           58,571
                                                               
Change in Net                                                  
Liabilities of
Discontinued
Operations:
                                                               
Cable Television                                               
Systems Segment                              -        6,784,982
                                                               
Television and Radio                                           
Station Segment                              -        3,641,132
                                                               
Production Segment                            -          46,475
                                              
                                                  
Net cash used in                                               
operating activities                (1,374,057     (1,528,482)
                                             )


(Continued on the following page.)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
             ML MEDIA OPPORTUNITY PARTNERS, L.P.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THIRTY-NINE WEEK PERIODS ENDED
                SEPTEMBER 30, 1995 (UNAUDITED)
              AND SEPTEMBER 30, 1994 (UNAUDITED)
                         (Continued)
                                                       
                                   September      September
                        Notes         30,            30,
                                        1995           1994
                                                       
<S>                    <C>       <C>            <C>
                                                             
                                                            
Cash flows from                                              
investing activities:
                                                            
Purchase of property,                                        
plant and equipment                         -      (655,150)
                                                            
Proceeds from sale of                                        
radio station WMXN-FM                3,334,01              -
                                            3
                                                            
Proceeds from                                                
disposition of                                              
Maryland Cable                              -      9,231,536
                                                            
                                                             
                                                             
                                                            
Net cash provided by                                         
investing activities                3,334,013      8,576,386
                                                            
                                                            
Cash flows from                                              
financing activities:
                                                            
Cash Distribution                    (2,945,27              -
                                           5)               
                                                             
                                                            
Net Cash used in                                             
financing activities               (2,945,275              -
                                            )               
                                                             

(Continued on the following page.)

</TABLE>
<TABLE>
<CAPTION>


             ML MEDIA OPPORTUNITY PARTNERS, L.P.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THIRTY-NINE WEEK PERIODS ENDED
                SEPTEMBER 30, 1995 (UNAUDITED)
              AND SEPTEMBER 30, 1994 (UNAUDITED)
                         (Continued)

                                 September 30,  September 30,
                         Notes         1995            1994
                                                
<S>                    <C>       <C>            <C>
                                                            
Net (decrease)/increase                                      
in cash and cash                                            
equivalents                        (985,319)       7,047,904
                                                            
Cash and cash                                                
equivalents at                                              
beginning of year                  2,150,473       3,739,678
                                                            
Cash and cash                                                
equivalents at end of                                       
period                           $ 1,165,154    $ 10,787,582
                                            



Supplemental Disclosure:

Effective February 21, 1995, the Partnership sold the assets of
radio station WMXN-FM.

Effective September 15, 1995, the Partnership sold all of the
capital stock of Avant Development Corporation.

</TABLE>

See Notes to Consolidated Financial Statements (Unaudited).
               ML MEDIA OPPORTUNITY PARTNERS, L.P.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THIRTY-NINE WEEK PERIOD ENDED SEPTEMBER 30, 1995
                           (UNAUDITED)


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ML Media Opportunity Partners, L.P. (the "Partnership") was
formed and the Certificate of Limited Partnership was filed under
the Delaware Revised Uniform Limited Partnership Act on June 23,
1987.  Operations commenced on March 23, 1988 with the first
closing of the sale of units of limited partnership interest.
Media Opportunity Management Partners (the "General Partner") is
a joint venture, organized as a general partnership under New
York law, between RP Opportunity Management, L.P., a limited
partnership under Delaware law, and ML Opportunity Management
Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc.  The General Partner was
formed for the purpose of acting as general partner of the
Partnership.  The General Partner's total capital contribution
was $1,132,800 at December 31, 1994 which represents 1% of the
total Partnership capital contributions.

Pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership, the General Partner is liable for all
general obligations of the Partnership to the extent not paid by
the Partnership.  The limited partners are not liable for the
obligations of the Partnership in excess of the amount of their
contributed capital.

The purpose of the Partnership is to acquire, finance, hold,
develop, improve, maintain, operate, lease, sell, exchange,
dispose of and otherwise invest in and deal with media businesses
and direct and indirect interests therein.

Certain 1994 items have been reclassified to conform to 1995
presentation.

In the opinion of the General Partner, the financial statements
include all adjustments necessary to reflect fairly the results
of the interim periods presented.  All adjustments are of a
normal recurring nature, except as disclosed in Note 3.

Additional information, including the audited year end 1994
Financial Statements and the Summary of Significant Accounting
Policies, is included in the Partnership's filing on Form 10-K
for the year ended December 31, 1994 on file with the Securities
and Exchange Commission.
2.   Liquidity

At September 30, 1995, the Partnership had $1,165,154 in cash and
cash equivalents.

The Partnership consummated the sale of WMXN-FM on February 21,
1995 (see below), and made a cash distribution to Limited
Partners of $26 per unit from the net distributable sales
proceeds.

The Partnership consummated the sale of stock of Avant
Development Corporation ("Avant"), the corporation which owns
television station WRBL-TV on September 15, 1995.  The
Partnership is currently marketing the remaining two TCS
television stations for potential sale during the first half of
1996.  (See below.)

During the remainder of 1995 and 1996, the Partnership will
continue to attempt to sell or otherwise dispose of all of its
remaining investments in media properties and anticipates
completing these actions prior to December 31, 1996.  The status
of all of the Partnership's investments is discussed in more
detail below.

Sale of WMXN-FM

The Partnership entered into an Option Agreement, effective
January 25, 1994, with US Radio, Inc. ("US Inc."), a Delaware
corporation, and an affiliated entity, US Radio, L.P. ("US
Radio"), a Delaware limited partnership, neither of which is
affiliated with the Partnership.  Pursuant to the Option
Agreement, the Partnership granted US Inc. an option (the
"Call"), exercisable at any time prior to January 15, 1995, to
purchase substantially all of the assets of WMXN-FM (the
"Assets") for a cash price of $3.5 million.  On September 23,
1994, US Inc. exercised the Call.  On October 24, 1994, the
Partnership and US Radio of Norfolk, Inc. ("US Norfolk"), an
affiliate of US Inc. to which US Inc. assigned its option to
purchase WMXN-FM, filed an application with the FCC requesting
assignment of the license of WMXN-FM from the Partnership to US
Norfolk pursuant to the terms of an Asset Purchase Agreement.

Following receipt of FCC approval, on February 21, 1995, US
Norfolk purchased WMXN-FM for approximately $3.5 million, subject
to a future adjustment based on a post-closing accounting
reconciliation between US Norfolk and the Partnership required by
the Asset Purchase Agreement.  The Partnership does not currently
anticipate that such potential future adjustment will be
material.  Following payment of a transaction fee to a third
party unaffiliated with the Partnership or its affiliates,
approximately $3.3 million was remitted to the Partnership.  In
addition, on March 7, 1995, approximately $400,000 was returned
to the Partnership from WMXN-FM's cash balances.

Effective January 31, 1994, the Partnership entered into a Time
Brokerage Agreement (the "LMA") with US Radio.  The LMA called
for the Partnership to make broadcasting time available on WMXN-
FM to US Radio and for US Radio to provide radio programs to be
broadcast on WMXN-FM, subject to certain terms and conditions,
including the rules and regulations of the FCC.  In exchange for
providing broadcasting time to US Radio, the Partnership received
a monthly fee approximately equal to its cost of operating WMXN-
FM.  The LMA continued until the consummation of the acquisition
of WMXN-FM by US Norfolk.

TCS

TCS is in default of certain covenants under its note agreements
as of September 30, 1995.  TCS expects to default on the majority
of its scheduled principal payments under its note agreements for
the remainder of 1995.  TCS engaged in discussions with its note
holders regarding a potential restructuring of TCS's note
agreements, but ultimately decided to pursue a sale of the TCS
stations.  The Partnership engaged Furman Selz Incorporated to
assist in marketing the TCS television stations for sale.  The
marketing of the sale of such stations commenced in December
1994.

On September 15, 1995, TCS Television, Inc., a wholly owned
subsidiary of TCS, completed the sale to The Spartan Radiocasting
Company ("Spartan") of all of the outstanding capital stock of
Avant for a net sales price of $22.7 million.  From the proceeds
of the sale, a reserve of approximately $1.4 million was
established to cover certain expenses and liabilities relating to
the sale and $1,250,000 was deposited into an indemnity escrow to
secure TCS Television, Inc.'s indemnification obligations to
Spartan for taxes and other liabilities.  In addition,
approximately $18.9 million was applied to repay a portion of
TCS' total indebtedness of approximately $43 million as of
December 1994, which is secured by a pledge of the shares of
Fabri Development Corporation ("Fabri"), another wholly owned
subsidiary of TCS Television, Inc. which owns and operates KQTV,
St. Joseph Missouri and WTWO-TV Terre Haute, Indiana and
approximately $1.1 million was used to pay closing costs.  The
Partnership is actively marketing these two stations for
potential sale during the first half of 1996.  The Partnership
recognized a gain, for financial reporting purposes, on the sale
of Avant of approximately $17.6 million, offset by a reserve for
estimated losses on the sale of the remaining television stations
of TCS of approximately $9.9 million.

During the process of marketing the TCS television stations,
while TCS remains in default, the note holders have the option to
exercise their rights under the notes, which rights include the
right to foreclose on the stock of Fabri, but not the other
assets of the Partnership.  Whether or not the Partnership is
able to sell all the TCS television stations, it is unlikely that
the Partnership will recover more than a nominal amount of its
investment in TCS.

Paradigm

Paradigm and/or BBAD are not currently producing television
programs, and the Partnership has not advanced any funds to
Paradigm and/or BBAD since the second quarter of 1992.  Paradigm
and/or BBAD took several steps in 1992 and 1993 to reduce
operating costs, primarily by reducing the number, and
compensation, of employees. However, Paradigm and/or BBAD did not
operate profitably during 1993, and were dependent on outside
sources, primarily Bob Banner Associates Inc. ("Associates"), to
finance BBAD's monthly operating costs.  The Partnership elected
not to fund such operating costs.  The Partnership actively
sought a strategic partner that would share in meeting Paradigm's
and/or BBAD's potential future funding needs but was unable to
identify such a partner.  Paradigm and/or BBAD have no liability
for borrowed funds.  The Partnership has entered into an
agreement with Associates under which Paradigm retains the three
television movies and the series developed by it, and the other
projects and program concepts developed by Paradigm and/or BBAD
were assigned to Associates, and Paradigm retained a percentage
interest in all such projects and concepts.  It is the
Partnership's intention to attempt to sell its interest in the
Paradigm and/or BBAD programs and projects.  However, it is
unlikely that the Partnership will recover more than a nominal
portion, if any, of its original investment in Paradigm and/or
BBAD.

Investments and EMP, Ltd. and MVT

Investments, MVT, EMP, Ltd. and their affiliates are currently
reliant on their cash balances, existing operations, and/or
additional funding from ALP Enterprises or other, as yet
unidentified, financing sources to fund their continuing
operations.  The Partnership expects to advance no further funds
to Investments, MVT or their affiliates beyond those funds
already advanced by the Partnership.

Effective August 12, 1994, the Partnership and EMP, Ltd.
restructured the ownership of EMP, Ltd. and certain of its
subsidiaries in order to enable EMP, Ltd. to attract additional
capital from ALP Enterprises and other potential third party
investors.  In the restructuring, based on certain
representations from EMP, Ltd. and ALP Enterprises, the
Partnership sold to Clarendon and ALP Enterprises for nominal
consideration the Partnership's shares in EMP, Ltd.
Simultaneously, the Partnership and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a 350,000 loan (approximately $543,000
at then-current exchange rates) from EMP, Ltd. to a newly formed
entity, MV Technology Limited ("MVT").  After the transfer, the
Partnership owns 13.8% of the issued common shares of MVT, while
EMP, Ltd. owns the remaining 86.2%.  MVT's sole purpose is to
manage its 10% interest in Teletext.  The Partnership has the
right to require EMP, Ltd. to purchase the Partnership's interest
in MVT at any time between December 31, 1994 and December 31,
1997.  EMP, Ltd. has the right to require the Partnership to sell
the Partnership's interest in MVT to EMP, Ltd. at any time
between September 30, 1995 and September 30, 1998.  MVT will pay
an annual fee to EMP, Ltd. for management services provided by
EMP, Ltd. in connection with overseeing MVT's investment in
Teletext.  Following the restructuring, the Partnership no longer
has any interest in EMP, Ltd.  It is likely the Partnership will
not recover the majority of its $2 million investment in
Investments either from Investments or from MVT.

IMP/Intelidata

Effective July 1, 1993, the Partnership entered into three
transactions to sell the business and assets of IMPLP/IMPI and
Intelidata.  In two separate transactions, the Partnership sold
the entire business and substantially all of the assets of
IMPLP/IMPI and a portion of the business and assets of Intelidata
to Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI.  PBI is not
affiliated with the Partnership.  At closing, PBI made advances
of $100,000 and $150,000 to IMPLP/IMPI and Intelidata,
respectively, which advances would be recoverable by PBI from any
future consideration payable by PBI to the Partnership.  In
addition, PBI agreed to assume certain liabilities of IMPLP/IMPI
and Intelidata.

In the third transaction, the Partnership sold the remaining
business and assets of Intelidata, which were not sold to PBI, to
Romtec plc ("Romtec") in exchange for future consideration, based
on both the amount of assets and liabilities transferred to
Romtec and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec.  In addition, certain liabilities of Intelidata were
assumed by Romtec.  Romtec is not affiliated with the
Partnership.

As a result of the above transactions, the Partnership recorded a
writedown of approximately $364,000 of certain assets of
IMPLP/IMPI/Intelidata in the second quarter of 1993 to reduce the
Partnership's net investment to a net realizable value of zero.
Subsequent to the sale of the businesses, the Partnership
advanced net additional funds totaling approximately $0.1 million
to IMPLP/IMPI and Intelidata to fund cash shortfalls resulting
from the pre-sale claims of certain creditors.  The Partnership
anticipates that it may make additional such advances to
IMPLP/IMPI and Intelidata during 1995.  The total of any
Partnership obligations to fund such advances, including certain
contractual obligations, is not currently anticipated to exceed
the amount of the writedown. It is unlikely that the Partnership
will recover any portion of its investment in
IMPLP/IMPI/Intelidata.

GCC/WWC

On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in MARKETS Cellular Limited Partnership
("Markets"), and PN Cellular, Inc. ("PNCI") executed a Memorandum
of Intention (the "Memorandum") pursuant to which the parties
thereto expressed their intent to effect a proposed business
combination of GCC and Markets.

The Partnership executed an Exchange Agreement and Plan of Merger
("Agreement"), dated July 20, 1994, to which the majority
stockholders of GCC and the majority owners of Markets are
parties.  Pursuant to the Agreement, the Partnership exchanged
its shares in GCC for an equal number of shares in Western
Wireless Corporation ("WWC"), a new company which was organized
to own the equity interests of GCC and Markets.  Following the
consummation of the business combination on July 29, 1994, WWC
became the owner of 100% of the partnership interests in Markets
and approximately 95% of the outstanding common stock of GCC.
WWC holds and operates cellular licenses covering approximately
5.6 million net pops (defined as the population in an area
covered by a cellular franchise) including pending acquisitions.

As of September 30, 1995, the Partnership's 351,665 shares in WWC
represented an ownership percentage equal to approximately 2.4%.

Summary

In summary of the Partnership's liquidity status, the
approximately $1.1 million that the Partnership has available for
working capital is not sufficient to meet all of the contractual
debt obligations of all of its investments.  The Partnership has
no contractual commitment to advance funds to any of its
investments, other than its obligation to fund cash shortfalls
resulting from pre-sale claims related to its former investments
in IMPLP/IMPI and Intelidata.

3.   DISCONTINUED OPERATIONS

Television and Radio Station Segment

Due to the disposition of WMXN-FM on February 21, 1995 and the
Partnership's decision to sell TCS (see Note 2), the Partnership
has presented its Television and Radio Station Segment (comprised
of WMXN-FM and TCS) as discontinued operations.  The September
30, 1994 Consolidated Statement of Operations and Consolidated
Statement of Cash Flows, have each been restated to present such
discontinued operations.

The net liabilities of the discontinued operations of this
segment on the Consolidated Balance Sheets are comprised of the
following:

<TABLE>
<CAPTION>
                                         As of
                                      December 31,
                                            1994
<S>                                 <C>
Property, plant and                                
equipment, net                         $  5,833,854
                                                   
Intangible assets, net                   35,616,068
                                                   
Other assets                             14,597,378
                                                   
Borrowings                             (42,999,804)
                                                   
Other liabilities                      (19,184,542)
                                                    
Net liabilities of                                 
discontinued operations               $ (6,137,046)

</TABLE>

The change in the net liabilities of this segment is due
primarily to the sale of WMXN-FM on February 21, 1995 the sale of
the capital stock of Avant on September 15, 1995 and the expected
loss on the disposition of the remaining stations comprising its
Television and Radio Station Segment.  This expected loss has
offset the gain on the sale of the capital stock of Avant by
estimated losses of approximately $9.9 million.  (See Note 2.)

Summarized results of the discontinued operations of this segment
on the Consolidated Statements of Operations are as follows:

<TABLE>
<CAPTION>
                                 Thirteen      Thirty-Nine
                               Weeks Ended     Weeks Ended
                              September 30,   September 30,
                                     1994            1994
<S>                            <C>             <C>
Operating Revenues               $ 3,583,833     $10,669,231
                                                            
Less: Operating Expenses           3,306,103       9,833,223
                                                            
Operating Income                     277,730         836,008
                                                            
Interest Expense                 (1,313,946)     (3,890,163)
                                                            
Loss from discontinued                                      
operations                     $(1,036,216)    $(3,054,155)

</TABLE>

Cable Television Systems Segment

Due to the disposition of Windsor and Maryland Cable in 1994, the
results of the Cable Television Systems Segment (comprised of
Windsor and Maryland Cable) have been reported separately in the
September 30, 1994 Consolidated Statements of Operations and the
Consolidated Statement of Cash Flows as discontinued operations.
Summarized results of discontinued operations of this segment on
the Consolidated Statement of Operations are as follows:

<TABLE>
<CAPTION>
                                     Thirty-Nine
                                     Weeks Ended
                                    September 30,
                                           1994
<S>                                 <C>
Operating Revenues                    $10,730,711
                                                 
Less:  Operating Expenses               9,750,040
                                                 
Operating Income                          980,671
                                                 
Interest Expense                      (7,765,653)
                                                 
Loss from discontinued operations    $(6,784,982)
                                                  

</TABLE>

Production Segment

Due to the expected disposition of Paradigm, the Partnership's
Production Segment is presented as discontinued operations.  The
September 30, 1994 Consolidated Statement of Operations and
Consolidated Statement of Cash Flows have each been restated to
present such discontinued operations.

The net liabilities of the discontinued operations of this
segment on the Consolidated Balance Sheets are comprised of the
following:

<TABLE>
<CAPTION>
                                 As of             As of
                             September 30,      December 31,
                                    1995              1994
<S>                         <C>               <C>
Cash                             $   60,458       $   105,650
                                                             
Accounts payable and                                         
accrued liabilities               (201,169)         (246,361)
                                                             
Net liabilities of                                           
discontinued operations        $  (140,711)      $  (140,711)

</TABLE>

Summarized results of the discontinued operations of this segment
on the Consolidated Statements of Operations are as follows:

<TABLE>
<CAPTION>
                              Thirteen        Thirty-Nine
                            Weeks Ended       Weeks Ended
                           September 30,     September 30,
                                  1994              1994
<S>                       <C>                
Operating Revenues           $      1,015       $     2,821
                                                           
Less: Operating Expenses           36,705            48,648
                                                           
Operating Loss                   (35,690)          (45,827)
                                                           
Minority Interest                   (480)             (648)
                                                           
Loss from discontinued                                     
operations                 $    (36,170)      $   (46,475)

</TABLE>


Item 2.Management's Discussion and Analysis of Financial
       Condition and Results of Operations.
       
Liquidity and Capital Resources.

At September 30, 1995, Registrant had $1,165,154 in cash and cash
equivalents.

Registrant consummated the sale of WMXN-FM on February 21, 1995
(see below), and made a cash distribution to Limited Partners of
$26 per unit from the net distributable sale proceeds.

Registrant consummated the sale of stock of Avant Development
Corporation ("Avant"), the corporation which owns television
station WRBL-TV on September 15, 1995.  Registrant is currently
marketing the remaining two TCS television stations for potential
sale during the first half of 1996.  (See below.)

During the remainder of 1995 and 1996, Registrant will continue
to attempt to sell or otherwise dispose of all of its remaining
investments in media properties and anticipates completing these
actions prior to December 31, 1996.

In summary of Registrant's liquidity status, the approximately
$1.1 million that Registrant has available for working capital is
not sufficient to meet all of the contractual debt obligations of
all of its investments.  Registrant has no contractual commitment
to advance funds to any of its investments, other than its
obligation to fund cash shortfalls resulting from pre-sale claims
related to its former investments in IMPLP/IMPI and Intelidata.

Sale of WMXN-FM

Registrant entered into an Option Agreement, effective January
25, 1994, with US Radio, Inc. ("US Inc."), a Delaware
corporation, and an affiliated entity, US Radio, L.P. ("US
Radio"), a Delaware limited partnership, neither of which is
affiliated with Registrant.  Pursuant to the Option Agreement,
Registrant granted US Inc. an option (the "Call"), exercisable at
any time prior to January 15, 1995, to purchase substantially all
of the assets of WMXN-FM (the "Assets") for a cash price of $3.5
million.  On September 23, 1994, US Inc. exercised the Call.  On
October 24, 1994, Registrant and US Radio of Norfolk, Inc. ("US
Norfolk"), an affiliate of US Inc. to which US Inc. assigned its
option to purchase WMXN-FM, filed an application with the FCC
requesting assignment of the license of WMXN-FM from Registrant
to US Norfolk pursuant to the terms of an Asset Purchase
Agreement.

Following receipt of FCC approval, on February 21, 1995, US
Norfolk purchased WMXN-FM for approximately $3.5 million, subject
to a future adjustment based on a post-closing accounting
reconciliation between US Norfolk and Registrant required by the
Asset Purchase Agreement. Registrant does not currently
anticipate that such potential future adjustment will be
material. Following payment of a transaction fee to a third party
unaffiliated with Registrant or its affiliates, approximately
$3.3 million was remitted to Registrant.  In addition, on March
7, 1995, approximately $400,000 was returned to Registrant from
WMXN's cash balances.

Effective January 31, 1994, Registrant entered into a Time
Brokerage Agreement (the "LMA") with US Radio.  The LMA called
for Registrant to make broadcasting time available on WMXN-FM to
US Radio and for US Radio to provide radio programs to be
broadcast on WMXN-FM, subject to certain terms and conditions,
including the rules and regulations of the FCC.  In exchange for
providing broadcasting time to US Radio, Registrant received a
monthly fee approximately equal to its cost of operating WMXN-FM.
The LMA continued until the consummation of the acquisition of
WMXN-FM by US Norfolk.

TCS

TCS is in default of certain covenants under its note agreements
as of September 30, 1995.  TCS expects to default on the majority
of its scheduled principal payments under its note agreements for
the remainder of 1995.  TCS engaged in discussions with its note
holders, but ultimately decided to pursue a sale of the TCS
stations.  Registrant engaged Furman Selz Incorporated to assist
in marketing the TCS stations for sale.  The marketing of the
sale of such stations commenced in December 1994.

On September 15, 1995, TCS Television, Inc., a wholly owned
subsidiary of TCS, completed the sale to The Spartan Radiocasting
Company ("Spartan") of all of the outstanding capital stock of
Avant for a net sales price of $22.7 million.  From the proceeds
of the sale, a reserve of approximately $1.4 million was
established to cover certain expenses and liabilities relating to
the sale and $1,250,000 was deposited into an indemnity escrow to
secure TCS Television, Inc.'s indemnification obligations to
Spartan for taxes and other liabilities.  In addition,
approximately $18.9 million was applied to repay a portion of
TCS' total indebtedness of approximately $43 million, as of
December 1994, which is secured by a pledge of the shares of
Fabri Development Corporation ("Fabri"), another wholly owned
subsidiary of TCS Television, Inc. which owns and operates KQTV,
St. Joseph Missouri and WTWO-TV Terre Haute, Indiana and
approximately $1.1 million in closing costs.  The Partnership is
actively marketing these two stations for potential sale during
the first half of 1996.  Registrant recognized a gain, for
financial reporting purposes, on the sale of Avant of
approximately $17.6 million, offset by a reserve for estimated
losses on the sale of the remaining television stations of TCS of
approximately $9.9 million.

During the process of marketing the TCS television stations,
while TCS remains in default, the note holders have the option to
exercise their rights under the notes, which rights include the
right to foreclose on the stock of Fabri but not the other assets
of Registrant.  Whether or not Registrant is able to sell all the
TCS television stations, it is unlikely that Registrant will
recover more than a nominal amount of its investment in TCS.

Paradigm

Paradigm and/or BBAD are not currently producing television
programs, and Registrant has not advanced any funds to Paradigm
and/or BBAD since the second quarter of 1992.  Paradigm and/or
BBAD took several steps in 1992 and 1993 to reduce operating
costs, primarily by reducing the number, and compensation, of
employees.  However, Paradigm and/or BBAD did not operate
profitably during 1993, and were dependent on outside sources,
primarily Bob Banner Associates Inc. ("Associates"), to finance
BBAD's monthly operating costs.  Registrant elected not to fund
such operating costs.  Registrant has no obligation to advance
any additional funds to Paradigm and/or BBAD and actively sought
a strategic partner that would share in meeting Paradigm's and/or
BBAD's potential future funding needs but was unable to identify
such a partner.  Registrant has entered into an agreement with
Associates under which Paradigm retains the three television
movies and the series developed by it, and the other projects and
program concepts developed by Paradigm and/or BBAD were assigned
to Associates, and Paradigm retained a percentage interest in all
such projects and concepts.  It is Registrant's intention to
attempt to sell its interest in the Paradigm and/or BBAD programs
and projects.  However, it is unlikely that Registrant will
recover more than a nominal portion, if any, of its original
investment in Paradigm and/or BBAD.

Investments and EMP, Ltd. and MVT

Investments, MVT, EMP, Ltd. and their affiliates are currently
reliant on their cash balances, existing operations, and/or
additional funding from ALP Enterprises or other, as yet
unidentified, financing sources to fund their continuing
operations.  Registrant expects to advance no further funds to
Investments, MVT, or their affiliates beyond those funds already
advanced by Registrant.

Effective August 12, 1994, Registrant and EMP, Ltd. restructured
the ownership of EMP, Ltd. and certain of its subsidiaries in
order to enable EMP, Ltd. to attract additional capital from ALP
Enterprises and other potential third party investors.  In the
restructuring, based on certain representations from EMP, Ltd.
and ALP Enterprises, Registrant sold to Clarendon and ALP
Enterprises for nominal consideration Registrant's shares in EMP,
Ltd.  Simultaneously, Registrant and EMP, Ltd. entered into an
agreement whereby EMP, Ltd.'s 10% interest in Teletext was
transferred, together with a 350,000 loan (approximately $543,000
at then-current exchange rates) from EMP, Ltd. to a newly formed
entity, MV Technology Limited ("MVT").  After the transfer,
Registrant owns 13.8% of the issued common shares of MVT, while
EMP, Ltd. owns the remaining 86.2%.  MVT's sole purpose is to
manage its 10% interest in Teletext.  Registrant has the right to
require EMP, Ltd. to purchase Registrant's interest in MVT at any
time between December 31, 1994 and December 31, 1997.  EMP, Ltd.
has the right to require Registrant to sell Registrant's interest
in MVT to EMP, Ltd. at any time between September 30, 1995 and
September 30, 1998.  MVT will pay an annual fee to EMP, Ltd. for
management services provided by EMP, Ltd. in connection with
overseeing MVT's investment in Teletext.  Following the
restructuring, Registrant no longer has any interest in EMP, Ltd.
It is likely that Registrant will not recover the majority of its
$2 million investment in Investments either from Investments or
from MVT.

IMP/Intelidata

Effective July 1, 1993, Registrant entered into three
transactions to sell the business and assets of IMPLP/IMPI and
Intelidata.  In two separate transactions, Registrant sold the
entire business and substantially all of the assets of IMPLP/IMPI
and a portion of the business and assets of Intelidata to
Phillips Business Information, Inc. ("PBI") for future
consideration based on the revenues of IMPLP/IMPI and the portion
of the Intelidata business acquired by PBI.  PBI is not
affiliated with Registrant.  At closing, PBI made advances of
$100,000 and $150,000 to IMPLP/IMPI and Intelidata, respectively,
which advances would be recoverable by PBI from any future
consideration payable by PBI to Registrant.  In addition, PBI
agreed to assume certain liabilities of IMPLP/IMPI and
Intelidata.

In the third transaction, Registrant sold the remaining business
and assets of Intelidata, which were not sold to PBI, to Romtec
plc ("Romtec") in exchange for future consideration, based on
both the amount of assets and liabilities transferred to Romtec
and the combined profits of the portion of the Intelidata
business acquired by Romtec and another, existing division of
Romtec.  In addition, certain liabilities of Intelidata were
assumed by Romtec.  Romtec is not affiliated with Registrant.

As a result of the above transactions, Registrant recorded a
writedown of approximately $364,000 of certain assets of
IMPLP/IMPI/Intelidata in the second quarter of 1993 to reduce
Registrant's net investment to a net realizable value of zero.
Subsequent to the sale of the businesses, Registrant advanced net
additional funds totaling approximately $0.1 million to
IMPLP/IMPI and Intelidata to fund cash shortfalls resulting from
the pre-sale claims of certain creditors.  Registrant anticipates
that it may make additional such advances to IMPLP/IMPI and
Intelidata during 1995.  The total of any Registrant obligations
to fund such advances, including certain contractual obligations,
is not currently anticipated to exceed the amount of the
writedown. It is unlikely that Registrant will recover any
portion of its investment in IMPLP/IMPI/Intelidata.

GCC/WWC

On January 20, 1994, the majority stockholders of GCC and certain
holders of interest in MARKETS Cellular Limited Partnership
("Markets"), and PN Cellular, Inc. ("PNCI") executed a Memorandum
of Intention (the "Memorandum") pursuant to which the parties
thereto expressed their intent to effect a proposed business
combination of GCC and Markets.

Registrant executed an Exchange Agreement and Plan of Merger
("Agreement"), dated July 20, 1994, to which the majority
stockholders of GCC and the majority owners of Markets are
parties.  Pursuant to the Agreement, Registrant exchanged its
shares in GCC for an equal number of shares in Western Wireless
Corporation ("WWC"), a new company which was organized to own the
equity interests of GCC and Markets.  Following the consummation
of the business combination on July 29, 1994, WWC became the
owner of 100% of the partnership interests in Markets and
approximately 95% of the outstanding common stock of GCC.  WWC
holds and operates cellular licenses covering approximately 5.6
million net pops (defined as the population in an area covered by
a cellular franchise) including pending acquisitions.

As of September 30, 1995, Registrant's 351,665 shares in WWC
represented an ownership percentage equal to approximately 2.4%.

Results of Operations.

For the thirteen week periods ended September 30, 1995 and
September 30, 1994:

Registrant generated a loss from Partnership operations in the
third quarter of 1995 of approximately $601,000 which was
comprised primarily of management fees of approximately $589,000.

The loss from Partnership operations decreased from approximately
$683,000 in the third quarter of 1994 to approximately $601,000
in the third quarter of 1995 primarily due to reduced management
fees as a result of fewer operating properties in the third
quarter of 1995, and no amortization expense in the third quarter
1995 due to the full amortization of certain deferred assets at
the end of 1994, offset by a decrease in interest income in the
third quarter of 1995, as compared to the same period in 1994.
Registrant's interest income in the third quarter of 1994
represents primarily interest income Registrant earned through
its ML Cable affiliate on ML Cable's $6.8 million participation
it held in the senior bank debt of Maryland Cable.

In addition to Registrant's loss from Partnership operations
described above, Registrant's net income in the third quarter of
1995 of approximately $7.2 million is comprised of a gain of
approximately $17.6 million on the sale of the capital stock of
Avant Development Corporation and additional anticipated losses
on the sale of the remaining TCS stations of approximately $9.9
million.  In addition to Registrant's loss from Partnership
operations described above, Registrant's net income in the third
quarter of 1994 of approximately $129.2 million is primarily
comprised of a gain of approximately $130.3 million from the sale
of Maryland Cable in the 1994 period.

For the thirty-nine week periods ended September 30, 1995 and
September 30, 1994:

Registrant generated a loss from Partnership operations in the
first three quarters of 1995 of approximately $1.7 million, which
was comprised primarily of management fees of approximately $1.8
million.

The loss from Partnership operations decreased from approximately
$2.4 million for the first three quarters of 1994 to
approximately $1.7 million for the first three quarters of 1995
primarily due to reduced management fees as a result of fewer
operating properties in the first three quarters of 1995, and no
amortization expense in the first three quarters of 1995 due to
the full amortization of certain deferred assets at the end of
1994.  In addition, Registrant recognized income in the second
quarter of 1995 related to management services it provided to
Maryland Cable prior to its disposition of Maryland Cable, offset
by a decrease in interest income in the three quarters of 1995,
as compared to the same period in 1994.  Registrant's interest
income in the three quarters of 1994 represents primarily
interest income Registrant earned through its ML Cable affiliate
on ML Cable's $6.8 million participation it held in the senior
bank debt of Maryland Cable.

In addition to the Registrant's loss from Partnership operations
described above, Registrant's net income in the first three
quarters of 1995 of approximately $7.8 million, is comprised of a
gain of approximately $17.6 million on the sale of the capital
stock of Avant Development Corporation, a gain of approximately
$1.7 million on the sale of radio station WMXN-FM and additional
anticipated losses on the sale of the remaining TCS stations of
approximately $9.9 million.  In addition to Registrant's loss
from Partnership operations described above, Registrant's net
income in the first three quarters of 1994 of approximately
$118.6 million is primarily comprised of a gain of approximately
$130.3 million from the sale of Maryland Cable in the 1994
period, offset by discontinued operations loss of $9.3 million.

                  PART II - OTHER INFORMATION.


Item 3.  Defaults Upon Senior Securities

Reference is hereby made to Part I  Item 1. Financial Statements
Footnote 2. Liquidity.

Item 6.  Exhibits and Reports on Form 8-K

      A). Exhibits:                                   
                                                      
              Exhibit #     Description               
                                                      
              27.           Financial Data Schedule   
                                                      
          B). Reports on Form 8-K                     
          
          None

<PAGE>
                           SIGNATURES


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.


                          ML MEDIA OPPORTUNITY PARTNERS, L.P.
                          
                          By:  Media Opportunity Management Partners
                               General Partner
                          
                          By:  RP Opportunity Management, L.P.
                               General Partner
                          
                          By:  IMP Opportunity Management Inc.
                          
                          
                          
Dated: November 14, 1995  /s/ I. Martin Pompadur
                              I. Martin Pompadur
                              Director and President
                              (principal executive officer
                               of the Registrant)
                          

<PAGE>
                           SIGNATURES


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.


                            ML MEDIA OPPORTUNITY PARTNERS, L.P.
                            
                            By:  Media Opportunity Management
                            Partners
                                 General Partner
                            
                            By:  ML Opportunity Management Inc.
                            
                            
                            
Dated: November 14, 1995    /s/ Kevin K. Albert
                                Kevin K. Albert
                                Director and President
                            
                            
Dated: November 14, 1995    /s/ Robert F. Aufenanger
                                Robert F. Aufenanger
                                Director and Executive Vice President
                            
                            
Dated: November 14, 1995    /s/ Diane T. Herte
                                Diane T. Herte
                                Treasurer
                                (principal accounting officer and
                                 principal financial officer
                                 of the Registrant)