SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 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, 2000

                                      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.)

                              Two World Financial Center
                                       14th Floor
                             New York, New York 10281-6114
                  (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number, including area code:
                                    (212) 236-6576

                                          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 1 - Financial Information.


Item 1.   Financial Statements.

                                   TABLE OF CONTENTS


Consolidated  Balance  Sheets as of  September  30,  2000  (Unaudited)  and
     December 31, 1999 (Unaudited)

Consolidated  Statements of Operations  for the three and nine months ended
    September 30, 2000 (Unaudited) and September 30, 1999 (Unaudited)

Consolidated  Statements of Cash Flows for the nine months ended  September 30,
    2000 (Unaudited) and September 30, 1999 (Unaudited)

Consolidated Statements of Changes in Partners' Capital for the nine months
ended September 30, 2000 (Unaudited)

Notes  to  Consolidated  Financial  Statements  for the nine  months  ended
September 30, 2000 (Unaudited)



<PAGE>
<TABLE>
<CAPTION>
                             ML MEDIA OPPORTUNITY PARTNERS, L.P.
                CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2000 (UNAUDITED)
                              AND DECEMBER 31, 1999 (UNAUDITED)


                                                                         September 30,                December 31,
                                                        Notes                2000                         1999
                                                        -----            -------------                ------------
<S>                                                     <C>              <C>                          <C>
ASSETS:
Cash and cash equivalents                                                $  11,079,078                $ 10,613,295
Interest and other receivables                                                  81,317                      70,734
                                                                         -------------                ------------
TOTAL ASSETS                                                             $  11,160,395                $ 10,684,029
                                                                         =============                ============
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities                              $   2,401,434                $  2,277,592
                                                                         -------------                ------------
Total Liabilities                                                            2,401,434                   2,277,592
                                                                         -------------                ------------
   Commitments and contingencies                        2,3


Partners' Capital:

General Partner:
Capital contributions, net of offering expenses                          $   1,019,428                $  1,019,428

Additional capital contributions                                    2       32,821,295                  31,417,939
Transfer from General Partner
   to Limited partners                                              2      (32,729,803)                (31,340,480)
Cumulative cash distributions                                                 (362,496)                   (362,496)
Cumulative loss                                                               (640,343)                   (629,835)
                                                                         -------------                ------------
                                                                               108,081                     104,556
                                                                         -------------                ------------
Limited partners:
Capital contributions, net of offering expenses
   (112,147.1 Units of Limited Partnership
     Interest)                                                             100,914,316                 100,914,316

Transfer from General Partner
   to Limited partners                                              2       32,729,803                  31,340,480
Tax allowance cash distribution                                             (2,040,121)                 (2,040,121)
Other cumulative cash distributions
                                                                    2      (59,559,029)                (59,559,029)
Cumulative loss                                                            (63,394,089)                (62,353,765)
                                                                         -------------                ------------
                                                                             8,650,880                   8,301,881
                                                                         -------------                ------------
Total Partners' Capital                                                      8,758,961                   8,406,437
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                  -------------                ------------
                                                                         $  11,160,395                $ 10,684,029
                                                                         =============                ============



</TABLE>


See Notes to Consolidated Financial Statements (Unaudited).

<PAGE>
<TABLE>
<CAPTION>

                                              ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                              FOR THE THREE AND NINE MONTHS ENDED
                                                 SEPTEMBER 30 2000 (UNAUDITED)
                                               AND SEPTEMBER 30, 1999 (UNAUDITED)


                                                    Three Months                                   Nine Months
                                                  ----------------                               ---------------
                                      September 30,              September 30,        September 30,          September 30,
                                          2000                       1999                 2000                  1999
                                      -------------              -------------        ------------           ------------
<S>                                   <C>                 <C>                     <C>                    <C>
Interest and other income
                                      $     147,737              $     116,588        $    448,252           $    340,680
                                      -------------              -------------        ------------           ------------

Partnership Operating Expenses:
   Professional fees and other               31,448                     42,066              95,728                225,707
Services provided by the
     General Partner                        467,785                    461,199           1,403,356              1,383,597
                                      -------------              -------------        ------------           ------------
                                            499,233                    503,265           1,499,084              1,609,304
                                      -------------              -------------        ------------           ------------

NET LOSS                              $    (351,496)             $    (386,677)       $ (1,050,832)          $ (1,268,624)
                                      =============              =============        ============           ============
Per Unit of Limited Partnership
   Interest:

NET LOSS                              $       (3.10)             $       (3.41)       $      (9.28)          $     (11.20)
                                      =============              =============        ============           ============
Number of Units                           112,147.1                  112,147.1           112,147.1              112,147.1



</TABLE>

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

                                             ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)
                                             AND SEPTEMBER 30, 1999 (UNAUDITED)


                                                                              2000                      1999
                                                                          -----------               -----------
<S>                                                                       <C>                       <C>
Cash flows from operating activities:

Net loss                                                                  $(1,050,832)              $(1,268,624)

Adjustments to reconcile net loss
  to net cash provided by operating activities:                             1,403,356                 1,383,597

    Services provided by the General Partner

    Changes in operating assets and liabilities:

        Interest and other receivables                                        (10,583)                   12,585

        Other assets                                                                -                    89,191

        Accounts payable and accrued liabilities                              123,842                   148,073
                                                                          -----------               -----------
Net cash provided by operating activities                                     465,783                   364,822
                                                                          -----------               -----------
Net increase in cash and cash equivalents                                     465,783                   364,822

Cash and cash equivalents at beginning of year                             10,613,295                10,152,858
                                                                          ===========               ===========



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

<PAGE>
<TABLE>
<CAPTION>
                                            ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                            CONSOLIDATED STATEMENTS OF CHANGES
                                                   IN PARTNERS' CAPITAL
                                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)


                                                        General                    Limited
                                                        Partner                    Partners                     Total
                                                    --------------               -------------              ------------
<S>                                                 <C>                          <C>                         <C>

Partners' Capital as of January 1, 2000             $      104,556               $   8,301,881              $  8,406,437


Net loss                                                   (10,508)                 (1,040,324)               (1,050,832)

Additional capital contributions                         1,403,356                           -                 1,403,356

Transfer from General Partner to Limited  partners      (1,389,323)                  1,389,323                         -
                                                    --------------               -------------              ------------
Partners' Capital as of September 30, 2000          $      108,081               $   8,650,880              $  8,758,961
                                                    ==============               =============              ============



</TABLE>

See Notes to Consolidated Financial Statements (Unaudited).


                                        ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                                    (UNAUDITED)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     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
("Units").  Subscriptions  for an aggregate of 112,147.1 Units were accepted and
are now outstanding.

     Media Opportunity  Management  Partners (the "General  Partner") is a joint
venture,  organized as a general  partnership under the laws of the State of New
York, between RP Opportunity  Management,  L.P. ("RPOM"),  a limited partnership
under  Delaware law, and ML Opportunity  Management  Inc.  ("MLOM"),  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  initial  capital  contribution
amounted to  $1,132,800  which  represents 1% of the total  Partnership  capital
contributions.

     Pursuant  to the terms of the  Amended and  Restated  Agreement  of Limited
Partnership (the "Partnership Agreement"), 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 Partnership was formed 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.  As of
September  22,  1997,  with the  closing  of the sale of MV  Technology  Limited
("MVT"),  the Partnership disposed of its last Media Business (as defined in the
Partnership  Agreement).  As a  result,  as of  September  22,  1998  (one  year
following  the  disposition  of  its  last  Media  Business),  pursuant  to  the
Partnership Agreement,  the Partnership is in dissolution and its only remaining
activity is to wind up its affairs,  which  includes  providing for or resolving
its  remaining   obligations  and   contingencies,   and  making  a  final  cash
distribution, if any, to its partners.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not  include all  information  and  footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the  opinion of the  General  Partner,  the  financial  statements  include  all
adjustments   necessary  to  reflect  fairly  the  financial   position  of  the
Partnership as of September 30, 2000 and the results of  operations,  cash flows
and partners' capital of the Partnership for the interim periods presented.  All
adjustments are of a normal recurring nature.  The results of operations for the
nine months  ended  September  30, 2000 are not  necessarily  indicative  of the
results of operations for the entire year.

     Additional  information,  including  the  audited  year end 1999  Financial
Statements  and  the  Significant   Accounting  Policies,  is  included  in  the
Partnership's  filing on Form 10-K for the year ended  December 31, 1999 on file
with the Securities and Exchange Commission.

2.   Liquidity and Summary of Investment Status

     As of September 30, 2000, the  Partnership had $11,079,078 in cash and cash
equivalents.

     As of September 30, 2000, the  Partnership's  obligations and contingencies
relating to its former investments  amounted to approximately  $1.7 million,  in
the  aggregate,  and are recorded as a liability in the financial  statements of
the  Partnership.  The General Partner intends to resolve these  obligations and
contingencies as soon as practicable.

     The General  Partner  currently  anticipates  that the  pendency of certain
litigation,  as described  below,  related  claims against the  Partnership  for
indemnification,  other costs and expenses related to such  litigation,  and the
involvement  of  management,  will  adversely  affect  (a)  the  timing  of  the
termination  of the  Partnership,  (b)  the  amount  of  proceeds  which  may be
available for  distribution,  and (c) the timing of the  distribution to limited
partners of any net proceeds that remain after  resolving such  obligations  and
contingencies.

     Pursuant to an amendment to the Partnership Agreement dated March 24, 1997,
the Partnership's  obligation to pay a Partnership Management Fee and a Property
Management  Fee for 1996  and  subsequent  periods  was  terminated.  Therefore,
although  the General  Partner  continues  to provide  services on behalf of the
Partnership, the Partnership did not pay for these services and will not pay for
such services in the future.  However,  in accordance  with  generally  accepted
accounting principles,  for financial reporting purposes, amounts equal to these
services for the three and nine months ended  September 30, 2000 of $467,785 and
$1,403,356,  respectively, and for the three and nine months ended September 30,
1999  of  $461,199  and  $1,383,597,  respectively,  have  been  treated  in the
accompanying  statements  of  operations  as an  expense  with  a  corresponding
increase  in General  Partner's  capital due to the  capital  contributions  for
services  provided  by the  General  Partner.  In  conjunction  with the General
Partner's capital increase, a transfer was made to the limited partners' capital
for the  limited  partners'  share  (99%) of the  capital  contribution  of such
services.  The  foregoing  expense  and capital  transfer  have no effect on the
capital of the limited partners or the General Partner.


3.   Legal Proceedings

     On August 29,  1997,  a purported  class  action was  commenced in New York
Supreme  Court,  New York  County,  on behalf  of the  limited  partners  of the
Partnership, against the Partnership, the General Partner, the General Partner's
two  partners,  MLOM and RPOM,  Merrill  Lynch & Co.,  Inc.  and Merrill  Lynch,
Pierce,  Fenner & Smith Incorporated  ("Merrill Lynch"). The action concerns the
Partnership's  payment of certain  management  fees and  expenses to the General
Partner and the payment of certain purported fees to an affiliate of RPOM.

     Specifically,  the plaintiffs  allege breach of the Partnership  Agreement,
breach of fiduciary duties and unjust  enrichment by the General Partner in that
the General Partner allegedly: (1) improperly failed to return to plaintiffs and
the alleged class members certain uninvested capital contributions in the amount
of $18.5 million (less certain reserves),  (2) improperly paid itself management
fees in the amount of $18.3 million,  and (3) improperly paid Multivision  Cable
TV Corp.,  an affiliate of RPOM,  supposedly  duplicative  management fees in an
amount in excess  of $6  million.  In  addition,  plaintiffs  assert a claim for
quantum  meruit,  supposedly  seeking credit for, and counsel fees based on, the
benefit  received by the limited  partners as a result of the voluntary  payment
made by  Merrill  Lynch to the  Partnership  in March  1997,  in the  amount  of
approximately $23 million,  representing  management fees, certain expenses, and
interest paid by the Partnership to the General Partner since 1990.

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's Decision and Order. On August 17, 2000, the Appellate Division, First
Department  issued an order denying  plaintiffs'  motion for reargument of their
appeal. Also on August 17, 2000,  plaintiffs filed a motion in the Supreme Court
seeking leave to file an amended class action  complaint.  Defendants have filed
papers in  opposition to  plaintiffs'  motion and oral argument is scheduled for
December 7, 2000.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted   above,   the   Partnership   has   received   notices  of  requests  for
indemnification  from  the  following  defendants  named  therein:  the  General
Partner, MLOM, RPOM, Merrill Lynch & Co., Inc., and Merrill Lynch. For the three
and nine months ended September 30, 2000, the Partnership incurred approximately
$28,000  and   $82,000,   respectively,   for  legal  costs   relating  to  such
indemnification.  For the three and nine months ended  September  30, 1999,  the
Partnership incurred approximately $30,000 and $111,000, respectively, for legal
costs  relating  to  such  indemnification.  Such  cumulative  costs  amount  to
approximately $596,000 through September 30, 2000.



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


Liquidity and Capital Resources.

As of  September  30, 2000,  Registrant  had  $11,079,078  in cash and cash
equivalents.

     Pursuant to the Amended and Restated Agreement of Limited  Partnership (the
"Partnership  Agreement"),  Registrant is in dissolution  and its only remaining
activity is to wind up its affairs,  which  includes  providing for or resolving
its remaining obligations and contingencies (see below), and making a final cash
distribution,  if any, to its partners.  As of September 30, 2000,  Registrant's
obligations and  contingencies  relating to its former  investments  amounted to
approximately $1.7 million, in the aggregate, and are recorded as a liability in
the financial  statements of Registrant.  The General Partner intends to resolve
these obligations and contingencies as soon as practicable. However, as a result
of outstanding litigation (see below), Registrant has experienced a delay in its
liquidation.

     Registrant's  ongoing cash needs will be to fund its  existing  obligations
and costs in connection with the liquidation of Registrant, as well as providing
for costs and expenses  related to the purported class action lawsuit  described
below. Media Opportunity  Management  Partners (the "General Partner") currently
anticipates  that the pendency of such litigation,  as described below,  related
claims against Registrant for indemnification,  other costs and expenses related
to such litigation, and the involvement of management, will adversely affect (a)
the timing of the  termination of  Registrant,  (b) the amount of proceeds which
may be available for distribution, and (c) the timing of the distribution to the
limited   partners  of  any  net  proceeds  that  remain  after  resolving  such
obligations and contingencies.

     Pursuant to an amendment to the  Partnership  Agreement  (the  "Amendment")
dated March 24, 1997,  Registrant's  obligation to pay a Partnership  Management
Fee  and  a  Property  Management  Fee  for  1996  and  subsequent  periods  was
terminated.  Therefore,  although  the  General  Partner  continues  to  provide
services on behalf of Registrant,  Registrant did not pay for these services and
will not pay for such  services  in the  future.  However,  in  accordance  with
generally accepted accounting  principles,  for financial reporting purposes, an
amount equal to these services for the three and nine months ended September 30,
2000  of  $467,785  and  $1,403,356,  respectively,  has  been  treated  in  the
accompanying  statements  of  operations  as an  expense  with  a  corresponding
increase  in General  Partner's  capital due to the  capital  contributions  for
services  provided  by the  General  Partner.  In  conjunction  with the General
Partner's capital increase, a transfer was made to the limited partners' capital
for the  limited  partners'  share  (99%) of the  capital  contribution  of such
services.  The  foregoing  expense  and capital  transfer  have no effect on the
capital of the limited partners or the General Partner.

     On August 29,  1997,  a purported  class  action was  commenced in New York
Supreme Court, New York County, on behalf of the limited partners of Registrant,
against Registrant,  the General Partner, the General Partner's two partners, ML
Opportunity  Management  Inc.  ("MLOM")  and  RP  Opportunity  Management,  L.P.
("RPOM"),  Merrill Lynch & Co., Inc. and Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated  ("Merrill  Lynch").  The action concerns  Registrant's  payment of
certain  management  fees and expenses to the General Partner and the payment of
certain purported fees to an affiliate of RPOM.

     Specifically,  the plaintiffs  allege breach of the Partnership  Agreement,
breach of fiduciary duties and unjust  enrichment by the General Partner in that
the General Partner allegedly: (1) improperly failed to return to plaintiffs and
the alleged class members certain uninvested capital contributions in the amount
of $18.5 million (less certain reserves),  (2) improperly paid itself management
fees in the amount of $18.3 million,  and (3) improperly paid Multivision  Cable
TV Corp.,  an affiliate of RPOM,  supposedly  duplicative  management fees in an
amount in excess  of $6  million.  In  addition,  plaintiffs  assert a claim for
quantum  meruit,  supposedly  seeking credit for, and counsel fees based on, the
benefit  received by the limited  partners as a result of the voluntary  payment
made  by  Merrill   Lynch  to  Registrant  in  March  1997,  in  the  amount  of
approximately $23 million,  representing  management fees, certain expenses, and
interest paid by Registrant to the General Partner since 1990.

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's Decision and Order. On August 17, 2000, the Appellate Division, First
Department  issued an order denying  plaintiffs'  motion for reargument of their
appeal. Also on August 17, 2000,  plaintiffs filed a motion in the Supreme Court
seeking leave to file an amended class action  complaint.  Defendants have filed
papers in  opposition to  plaintiffs'  motion and oral argument is scheduled for
December 7, 2000.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted above,  Registrant  has received  notices of requests for  indemnification
from the following  defendants named therein:  the General Partner,  MLOM, RPOM,
Merrill  Lynch & Co.,  Inc.,  and Merrill  Lynch.  For the three and nine months
ended September 30, 2000, Registrant incurred approximately $28,000 and $82,000,
respectively,  for legal costs relating to such  indemnification.  For the three
and nine months ended September 30, 1999, the Partnership incurred approximately
$30,000  and  $111,000,   respectively,   for  legal  costs   relating  to  such
indemnification.  Such cumulative costs amount to approximately $596,000 through
September 30, 2000.

Forward Looking Information

     In  addition  to  historical   information  contained  or  incorporated  by
reference  in  this  report  on  Form  10-Q,  Registrant  may  make  or  publish
forward-looking statements about management expectations,  strategic objectives,
business  prospects,   anticipated  financial  performance,  and  other  similar
matters.  In  order  to  comply  with the  terms  of the  safe  harbor  for such
statements  provided by the Private  Securities  Litigation  Reform Act of 1995,
Registrant  notes  that a  variety  of  factors,  many of which are  beyond  its
control, affect its operations,  performance, business strategy, and results and
could  cause  actual  results  and  experience  to  differ  materially  from the
expectations  expressed in these statements.  These factors include, but are not
limited to, the effect of changing  economic  and market  conditions,  trends in
business  and finance  and in investor  sentiment,  the level of  volatility  of
interest  rates,  the impact of current,  pending,  and future  legislation  and
regulation  both in the United States and  throughout  the world,  and the other
risks and  uncertainties  detailed in this Form 10-Q.  Registrant  undertakes no
responsibility to update publicly or revise any forward-looking statements.

Results of Operations.

Three months ended September 30, 2000 and 1999.

     Registrant  generated  a net loss of  approximately  $351,000  in the three
months ended September 30, 2000, which was comprised of services provided by the
General  Partner  of  approximately  $468,000  and  professional  fees and other
expenses of approximately $31,000, partially offset by interest and other income
of approximately $148,000.

     Registrant  generated  a net loss of  approximately  $387,000  in the three
months ended September 30, 1999, which was comprised of services provided by the
General  Partner of  approximately  $461,000,  and  professional  fees and other
expenses of approximately $42,000, partially offset by interest and other income
of approximately $116,000.

     The decrease in net loss of  approximately  $35,000 from the 1999 period is
primarily  attributable  to a decrease in  professional  fees and an increase in
interest  and other  income due to higher cash  balances at the Parent level and
higher  interest rates for the 2000 period,  partially  offset by an increase in
services provided by the General Partner.

     Registrant's  net  income,  excluding  services  provided  by  the  General
Partner, due to the termination of Registrant's obligation to pay for management
fees since 1996, was  approximately  $116,000 and $75,000,  for the three months
ended September 30, 2000 and 1999, respectively.

Nine months ended September 30, 2000 and 1999.

     Registrant  generated a net loss of approximately $1.1 million in the first
nine months of 2000,  which was  comprised  of services  provided by the General
Partner of approximately  $1.4 million and professional  fees and other expenses
of  approximately  $96,000,  partially  offset by interest  and other  income of
approximately $448,000.

     Registrant  generated a net loss of approximately $1.3 million in the first
nine months of 1999,  which was  comprised  of services  provided by the General
Partner of approximately  $1.4 million and professional  fees and other expenses
of  approximately  $226,000,  partially  offset by interest  and other income of
approximately $341,000.

     The decrease in net loss of approximately  $218,000 from the 1999 period is
primarily  attributable to a decrease in  professional  fees and other expenses,
including  wind up costs incurred in 1999, and an increase in interest and other
income due to higher cash balances at the Parent level and higher interest rates
for the 2000 period, partially offset by an increase in services provided by the
General Partner.

     Registrant's  net  income,  excluding  services  provided  by  the  General
Partner, due to the termination of Registrant's obligation to pay for management
fees since 1996, was  approximately  $353,000 and $115,000,  for the nine months
ended September 30, 2000 and 1999, respectively.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk


     As of  September  30,  2000,  Registrant  maintains  a portion  of its cash
equivalents in financial instruments with original maturities of three months or
less.  These  financial  instruments are subject to interest rate risk, and will
decline in value if interest rates increase.  A significant increase or decrease
in interest  rates would not have a material  effect on  Registrant's  financial
position.

                            PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.

     On August 29,  1997,  a purported  class  action was  commenced in New York
Supreme Court, New York County, on behalf of the limited partners of Registrant,
against  Registrant,  the General Partner,  the General  Partner's two partners,
MLOM and RPOM,  Merrill Lynch & Co., Inc. and Merrill Lynch. The action concerns
Registrant's  payment of certain  management  fees and  expenses  to the General
Partner and the payment of certain purported fees to an affiliate of RPOM.

     Specifically,  the plaintiffs  allege breach of the Partnership  Agreement,
breach of fiduciary duties and unjust  enrichment by the General Partner in that
the General Partner allegedly: (1) improperly failed to return to plaintiffs and
the alleged class members certain uninvested capital contributions in the amount
of $18.5 million (less certain reserves),  (2) improperly paid itself management
fees in the amount of $18.3 million,  and (3) improperly paid Multivision  Cable
TV Corp.,  an affiliate of RPOM,  supposedly  duplicative  management fees in an
amount in excess  of $6  million.  In  addition,  plaintiffs  assert a claim for
quantum  meruit,  supposedly  seeking credit for, and counsel fees based on, the
benefit  received by the limited  partners as a result of the voluntary  payment
made  by  Merrill   Lynch  to  Registrant  in  March  1997,  in  the  amount  of
approximately $23 million,  representing  management fees, certain expenses, and
interest paid by Registrant to the General Partner since 1990.

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's Decision and Order. On August 17, 2000, the Appellate Division, First
Department  issued an order denying  plaintiffs'  motion for reargument of their
appeal. Also on August 17, 2000,  plaintiffs filed a motion in the Supreme Court
seeking leave to file an amended class action  complaint.  Defendants have filed
papers in  opposition to  plaintiffs'  motion and oral argument is scheduled for
December 7, 2000.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted above,  Registrant  has received  notices of requests for  indemnification
from the following  defendants named therein:  the General Partner,  MLOM, RPOM,
Merrill  Lynch & Co.,  Inc.,  and Merrill  Lynch.  For the three and nine months
ended September 30, 2000, Registrant incurred approximately $28,000 and $82,000,
respectively, for legal costs relating to such indemnification.  Such cumulative
costs amount to approximately $596,000 through September 30, 2000.

                           Registrant  is not aware of any  other  material
                           legal proceedings.

           Item 2.         Changes in Securities and Use of Proceeds.

                           None

           Item 3.         Defaults Upon Senior Securities.

                           None

           Item 4.         Submission of Matters to a Vote of Security
                           Holders.

                           None

           Item 5.         Other Information.

                           None

           Item 6.         Exhibits and Reports on Form 8-K.

         A). Exhibits:

                     Exhibit #                      Description

                     27.                            Financial Data Schedule

                  B).    Reports on Form 8-K

                         None

                                                    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 13, 2000              /s/ I. Martin Pompadur
                                      ------------------------------------------
                                          I. Martin Pompadur
                                          Director and President
                                         (principal executive officer
                                          of the Registrant)

Dated: November 13, 2000             /s/ Elizabeth McNey Yates
                                     -------------------------------------------
                                         Elizabeth McNey Yates
                                         Executive Vice President



<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 13, 2000             /s/ Kevin K. Albert
                                     -------------------------------------------
                                         Kevin K. Albert
                                         Director and President

Dated: November 13, 2000             /s/ James V. Caruso
                                     -------------------------------------------
                                         James V. Caruso
                                         Director and Executive Vice President

Dated: November 13, 2000             /s/ Anthony J. Lafaire
                                     -------------------------------------------
                                         Anthony J. Lafaire
                                         Director and Vice President

Dated: November 13, 2000             /s/ Sandhya Rana
                                     -------------------------------------------
                                         Sandhya Rana
                                         Vice President and Treasurer
                                        (principal accounting officer and
                                         principal financial officer
                                         of Registrant)