SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-Q/A
                              (Amendment Number 1)

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended
                                  June 30, 2001

                                     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.)

                    Four World Financial Center - 26th Floor
                            New York, New York 10080
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code:(800) 288-3694


                                       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 .
<PAGE>


     This amendment to Registrant's  Form 10-Q for the fiscal quarter ended June
30, 2001 is being filed to add the signature page that immediately  follows this
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 Media Opportunity Management, L.P.
                                           General Partner

                                       By: IMP Opportunity Management, Inc.



Dated: August 10, 2001                  /s/ I. Martin Pompadur
                                        ----------------------------------------
                                            I. Martin Pompadur
                                            Director and President
                                            (principal executive officer
                                             of the Registrant)

Dated: August 10, 2001                  /s/ Elizabeth McNey Yates
                                        ----------------------------------------
                                            Elizabeth McNey Yates
                                            Executive Vice President





                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this Form 10-Q/A 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: August 10, 2001                 /s/ Diane T. Herte
                                       -----------------------------------
                                           Diane T. Herte
                                           Vice President and Treasurer
                                           (principal accounting officer
                                            and principal financial
                                            officer of the Registrant)