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
                                 March 31, 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) 236-6577

                                       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>




                       ML Media Opportunity Partners, L.P.

                         Part 1 - Financial Information.

Item 1.   Financial Statements.


                                   TABLE OF CONTENTS


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

Consolidated  Statements of Operations for the three months ended March 31, 2000
     (Unaudited) and March 31, 1999 (Unaudited)

Consolidated  Statements of Cash Flows for the three months ended March 31, 2000
     (Unaudited) and March 31, 1999 (Unaudited)

Consolidated  Statements  of Changes in  Partners'  Capital for the three months
     ended March 31, 2000 (Unaudited)

Notesto Consolidated  Financial  Statements for the three months ended March 31,
     2000 (Unaudited)

<PAGE>
<TABLE>
<CAPTION>


                                        ML MEDIA OPPORTUNITY PARTNERS, L.P.
                            CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 (UNAUDITED)
                                         AND DECEMBER 31, 1999 (UNAUDITED)



                                                    Notes            March 31, 2000      December 31, 2000
                                                    -----            --------------      -----------------
<S>                                                 <C>              <C>                 <C>
ASSETS:


Cash and cash equivalents                                            $   10,762,886         $   10,613,295
Interest and other receivables                                               69,004                 70,734
                                                                     --------------         --------------
TOTAL ASSETS                                                         $   10,831,890         $   10,684,029
                                                                     ==============         ==============

LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities                          $    2,298,864         $    2,277,592
                                                                     --------------         --------------
Total Liabilities                                                         2,298,864              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                   31,885,724             31,417,939
Transfer from General Partner
   to Limited partners                               2                  (31,803,587)           (31,340,480)
Cumulative cash distributions                                              (362,496)              (362,496)
                                                                     --------------         --------------
Cumulative loss                                                            (633,247)              (629,835)
                                                                     --------------         --------------
                                                                            105,822                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                   31,803,587             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                                                         (62,691,549)           (62,353,765)
                                                                     --------------         --------------
                                                                          8,427,204              8,301,881
                                                                     --------------         --------------
Total Partners' Capital                                                   8,533,026              8,406,437
                                                                     --------------         --------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                              $   10,684,029         $   10,831,890
                                                                     ==============         ==============

</TABLE>


See Notes to Consolidated Financial Statements (Unaudited).

<PAGE>
<TABLE>
<CAPTION>

                                           ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                               FOR THE THREE MONTHS ENDED
                                               MARCH 31, 2000 (UNAUDITED)

                                             AND MARCH 31, 1999 (UNAUDITED)


                                                                                2000                 1999
                                                                            ------------         ------------
<S>                                                                         <C>                  <C>
Interest and other income                                                   $    141,745         $    109,219

Partnership Operating Expenses:
   Professional fees and other                                                    15,156              124,277
   Services provided by the General Partner                                      467,785              461,199
                                                                            ------------         ------------
                                                                                 482,941              585,476
                                                                            ------------         ------------
Net Loss                                                                    $   (341,196)        $   (476,257)
                                                                            ============         ============
Per Unit of Limited Partnership Interest:

Net Loss                                                                    $      (3.01)        $      (4.20)
                                                                            ============         ============
Number of Units                                                                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 THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
                                               AND MARCH 31, 1999 (UNAUDITED)



                                                                                2000                 1999
                                                                            ------------         ------------
<S>                                                                       <C>                       <C>

Cash flows from operating activities:

Net loss                                                                    $   (341,196)        $   (476,257)

Adjustments to reconcile net loss to net cash
  provided by operating activities:

    Services provided by the General Partner                                     467,785              461,199

    Changes in operating assets and liabilities:

        Interest and other receivables                                             1,730                4,092

        Other assets                                                                   -               89,191

        Accounts payable and accrued liabilities                                  21,272               29,678
                                                                            ------------         ------------
Net cash provided by operating activities                                        149,591              107,903
                                                                            ------------         ------------
Net increase in cash and cash equivalents                                        149,591              107,903

Cash and cash equivalents at beginning of year                                10,613,295           10,152,858
                                                                            ------------         ------------
Cash and cash equivalents at end of period                                  $ 10,762,886         $ 10,260,761
                                                                            ============         ============

</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 THREE MONTHS ENDED MARCH 31, 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                                                   (3,412)             (337,784)             (341,196)

Additional capital contributions                          467,785                     -               467,785

Transfer from General Partner to Limited partners        (463,107)              463,107                     -
                                                     ------------          ------------          ------------
Partners' Capital as of March 31, 2000               $    105,822          $  8,427,204          $  8,533,026
                                                     ============          ============          ============

</TABLE>


See Notes to Consolidated Financial Statements (Unaudited).


<PAGE>


                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 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 three months ended March 31,
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  March  31,  2000,  the  Partnership  had  $10,762,886  in cash  and  cash
equivalents.

As of March 31, 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  first  quarter  of 2000 and 1999 of  $467,785  and  $461,199,
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.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of the  Partnership.  The appeal and the motion for
leave to amend are pending.  Defendants have served their brief in opposition to
the appeal,  arguing  that the court  should  affirm the Supreme  Court's  order
dismissing plaintiffs' complaint;  oral argument of this appeal is scheduled for
May  19,  2000.  Defendants  have  also  served  papers  in  opposition  to  the
plaintiffs'  motion for leave to amend their  complaint;  oral  argument on this
matter has been heard and the parties are awaiting a decision.

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 months ended March 31, 2000
and  1999,  the  Partnership   incurred   approximately   $11,000  and  $28,000,
respectively, for legal costs relating to such indemnification.  Such cumulative
costs amount to approximately $525,000 through March 31, 2000.



<PAGE>



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

Liquidity and Capital Resources.

As of March 31, 2000, Registrant had $10,762,886 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 March  31,  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 first quarter of 2000 of $467,785 has been treated in the
accompanying statement 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.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of Registrant.  The appeal and the motion for leave
to amend are pending.  Defendants  have served their brief in  opposition to the
appeal,  arguing  that  the  court  should  affirm  the  Supreme  Court's  order
dismissing plaintiffs' complaint;  oral argument of this appeal is scheduled for
May  19,  2000.  Defendants  have  also  served  papers  in  opposition  to  the
plaintiffs'  motion for leave to amend their  complaint;  oral  argument on this
matter has been heard and the parties are awaiting a decision.

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 first quarter ended March 31, 2000
and 1999, Registrant incurred  approximately $11,000 and $28,000,  respectively,
for legal costs relating to such  indemnification.  Such cumulative costs amount
to approximately $525,000 through March 31, 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.

2000 vs. 1999

Registrant  generated  a net loss of  approximately  $341,000 in the first three
months of 2000, which was comprised of services  provided by the General Partner
of approximately $468,000, professional fees and other expenses of approximately
$15,000,  partially  offset  by  interest  and  other  income  of  approximately
$142,000.

Registrant  generated  a net loss of  approximately  $476,000 in the first three
months of 1999, which was comprised of services  provided by the General Partner
of approximately $461,000, professional fees and other expenses of approximately
$124,000,  partially  offset  by  interest  and other  income  of  approximately
$109,000.

The  decrease  in net loss of  approximately  $135,000  from the 1999  period is
primarily attributable to a decrease in wind up costs, as well as an increase in
interest  income due to higher cash  balances  at the Parent  level for the 2000
period.

Registrant's  net  income/(loss),  excluding  services  provided  by the General
Partner, due to the termination of Registrant's obligation to pay for management
fees since 1996, was approximately  $127,000 and ($15,000),  for the first three
months of 2000 and 1999, respectively.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As of March 31, 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.

<PAGE>



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.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of Registrant.  The appeal and the motion for leave
to amend are pending. Defendants have served papers in opposition to the appeal,
arguing  that the court  should  affirm the  Supreme  Court's  order  dismissing
plaintiffs'  complaint;  oral  argument of this appeal is scheduled  for May 19,
2000. Defendants have also served papers in opposition to the plaintiffs' motion
for leave to amend their complaint;  oral argument on this matter has been heard
and the parties are awaiting a decision.

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 first  quarter ended March 31,
2000, Registrant incurred approximately $11,000 for legal costs relating to such
indemnification.  Such cumulative costs amount to approximately $525,000 through
March 31, 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



<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: May 15, 2000                       /s/ I. Martin Pompadur
                                          --------------------------------------
                                              I. Martin Pompadur
                                              Director and President
                                             (principal executive officer
                                              of the Registrant)

Dated: May 15, 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: May 15, 2000                    /s/ Kevin K. Albert
                                       -----------------------------------------
                                           Kevin K. Albert
                                           Director and President

Dated: May 15, 2000                    /s/ James V. Caruso
                                       -----------------------------------------
                                           James V. Caruso
                                           Director and Executive Vice President

Dated: May 15, 2000                    /s/ Michael A. Giobbe
                                       -----------------------------------------
                                           Michael A. Giobbe
                                           Director and Vice President

Dated: May 15, 2000                    /s/ Sandhya Rana
                                       -----------------------------------------
                                           Sandhya Rana
                                           Vice President and Treasurer
                                          (principal accounting officer and
                                           principal financial officer
                                           of Registrant)