SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549


                                    FORM 10-Q

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                         For the quarterly period ended
                               September 30, 1998

                                                           0-16690
                            (Commission File Number)

                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
      (Exact name of registrant as specified in its governing instruments)

                                    Delaware
                  (State or other jurisdiction of organization)

                                                         13-3429969
                        (IRS Employer Identification No.)

                             World Financial Center
                            South Tower - 14th Floor
                          New York, New York 10080-6114
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code:
(212) 236-6472


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes   X    No      .



<PAGE>


                       ML Media Opportunity Partners, L.P.

                         Part I - Financial Information.


Item 1.   Financial Statements.

                                  TABLE OF CONTENTS.



Consolidated  Balance  Sheets as of September 30, 1998 (Unaudited)
   and December 31, 1997 (Unaudited)

Consolidated  Statements  of  Operations 
   for the  three and nine  months  ended
   September 30, 1998 (Unaudited) and September 30, 1997 (Unaudited)


Consolidated  Statements  of Cash Flows
   for the nine months ended  September 30, 1998 (Unaudited) 
   and September 30, 1997 (Unaudited)


Consolidated Statement of Changes in Partners' Capital 
   for the nine months ended September 30, 1998 (Unaudited)


Notes to Consolidated Financial Statements 
   for the nine months ended September 30, 1998 (Unaudited)



<PAGE>
<TABLE>
<CAPTION>

                                          ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                              CONSOLIDATED BALANCE SHEETS
                                          AS OF SEPTEMBER 30, 1998 (UNAUDITED)
                                           AND DECEMBER 31, 1997 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------------


                                                                              September 30,                December 31, 
                                                       Notes                      1998                        1997
<S>                                                    <C>                   <C>                          <C>
ASSETS:
Cash and cash equivalents                                                     $ 13,244,742                 $13,324,291
Interest and other receivables
                                                                                    34,721                      36,836
                                                                               -----------                  ----------
TOTAL ASSETS                                                                  $ 13,279,463                 $13,361,127
                                                                               ===========                  ==========

LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities
                                                                              $  6,269,097                 $ 6,396,354
                                                                               -----------                  ----------
Total Liabilities                                                                6,269,097                   6,396,354
                                                                               -----------                  ----------

   Commitments and Contingencies
                                                        2,3

</TABLE>

(Continued on the following page.)


<PAGE>
<TABLE>
<CAPTION>

                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                           CONSOLIDATED BALANCE SHEETS
                      AS OF SEPTEMBER 30, 1998 (UNAUDITED)
                        AND DECEMBER 31, 1997 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------------


                                                                               September 30,              December 31,
                                                                                     1998                      1997
                                                                                -----------                -----------
<S>                                                                          <C>                       <C>
Partners' Capital:

General Partner:
Capital contributions, net of offering expenses
                                                                                  1,019,428                  1,019,428
Additional capital contributions
                                                                                 29,119,653                 27,759,183
Transfer from General Partner to Limited partners
                                                                                (29,065,176)               (27,718,311)
Cumulative cash distributions                                                      (362,496)                  (362,496)
Cumulative loss                                                                    (620,813)                  (607,664)
                                                                                -----------                -----------
                                                                                     90,596                     90,140
                                                                                -----------                -----------
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                                                           29,065,176                 27,718,311
Tax allowance cash distribution                                                  (2,040,121)                (2,040,121)
Other cumulative cash distributions
                                                                                (59,559,029)               (59,559,029)
Cumulative loss                                                                 (61,460,572)               (60,158,844)
                                                                                -----------                -----------
                                                                                  6,919,770                  6,874,633
                                                                                -----------                -----------
Total Partners' Capital                                                           7,010,366                  6,964,773
                                                                                -----------                -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL
                                                                               $ 13,279,463               $ 13,361,127
                                                                                ===========                ===========


See Notes to Consolidated Financial Statements (Unaudited).

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 FOR THE THREE AND NINE MONTHS ENDED
                                                    SEPTEMBER 30, 1998 (UNAUDITED)
                                                  AND SEPTEMBER 30, 1997 (UNAUDITED)
----------------------------------------------------------------------------------------------------------------------------------

                                                          Three Months                                    Nine Months
                                                 September 30,           September 30,           September 30,         September 30,
                                                     1998                    1997                    1998                   1997
                                                  -----------             ----------              ----------            -----------

<S>                                           <C>                    <C>                    <C>                     <C>
Interest income                                   $    85,782             $  107,435              $  252,319             $  177,637

Gain on Sale of:
   MVT                                                      -                481,200                   -                    481,200
   IMP/Intelidata                                           -                159,901                   -                    159,901
                                                   ----------              ---------               ---------              ---------
                                                       85,782                748,536                 252,319                818,738
                                                   ----------              ---------               ---------              ---------

Partnership Operating Expenses:

   Professional fees and other
                                                       21,311                  2,956                 206,726                 14,018

   Services provided by the
     General Partner
                                                      453,490                455,015               1,360,470              1,423,687
                                                   ----------              ---------               ---------              ---------
                                                      474,801                457,971               1,567,196              1,437,705
                                                   ----------              ---------               ---------              ---------

   (Loss)/Income from
     Partnership operations
                                                     (389,019)               290,565              (1,314,877)              (618,967)



</TABLE>

(Continued on the following page.)


<PAGE>
<TABLE>
<CAPTION>
                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
                         SEPTEMBER 30, 1998 (UNAUDITED)
                       AND SEPTEMBER 30, 1997 (UNAUDITED)
                                   (continued)
----------------------------------------------------------------------------------------------------------------------------------

                                                       Three Months                                 Nine Months
                                           September 30,        September 30,         September 30,         September 30,
                                               1998                 1997                  1998                  1997
                                            ----------           ----------            ----------            -------
<S>                                    <C>                  <C>                  <C>                    <C>
   Discontinued operations:

   Income from discontinued
     Television and Radio
     Station Segment

                                                    -                    -                      -                 3,627,135
                                               ---------            ----------            ----------             ----------

   Income from discontinued
     operations
                                                    -                    -                      -                 3,627,135
                                               ---------            ----------            ----------             ----------

NET (LOSS)/INCOME                             $ (389,019)          $   290,565           $(1,314,877)           $ 3,008,168
                                               =========            ==========            ==========             ==========

Per Unit of Limited
   Partnership Interest:

   (Loss)/Income from
     Partnership operations                   $    (3.43)          $      2.57           $    (11.61)            $    (5.46)

   Income from discontinued
     Television and Radio
     Station Segment

                                                    -                     -                      -                    32.02
                                               ---------            ----------             ---------             ----------

NET (LOSS)/INCOME                             $    (3.43)          $      2.57           $    (11.61)           $     26.56
                                               =========            ==========            ==========             ==========

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, 1998 (UNAUDITED)
                                          AND SEPTEMBER 30, 1997 (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------

                                                                              September 30,           September 30,
                                                                                   1998                    1997
                                                                                ----------              ----------
<S>                                                                          <C>                     <C>
Cash flows from operating activities:

Net (loss)/income                                                              $(1,314,877)            $ 3,008,168

Adjustments  to reconcile net (loss)/ income to net cash (used  in)/provided  by
operating activities:

  Services provided by the General
   Partner                                                                       1,360,470               1,423,687

  Income from discontinued
   operations                                                                         -                 (3,627,135)

Changes in operating assets and liabilities:

  Interest and other receivables                                                     2,115                  (7,624)

  Accounts payable and accrued
   liabilities                                                                    (127,257)                (29,801)
                                                                                ----------              ----------

Net cash (used in)/provided by operating activities
                                                                                   (79,549)                767,295
                                                                                ----------              ----------


(Continued on the following page.)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                          ML MEDIA OPPORTUNITY PARTNERS, L.P.
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               FOR THE NINE MONTHS ENDED
                                             SEPTEMBER 30, 1998 (UNAUDITED)
                                           AND SEPTEMBER 30, 1997 (UNAUDITED)
                                                      (continued)
-------------------------------------------------------------------------------------------------------------------------

                                                                              September 30,              September 30,
                                                                                   1998                      1997
                                                                               -----------               ----------
<S>                                                                          <C>                         <C>
Cash flows from investing activities:

Proceeds from disposition of
  discontinued operations                                                             -                   3,627,135
                                                                               -----------               ----------

Net cash provided by investing
  activities                                                                          -                   3,627,135
                                                                               -----------               ----------

Cash flows from financing activities:

Additional capital contributions                                                      -                  23,744,989

Cash distribution                                                                     -                 (23,671,989)
                                                                               -----------               ----------

Net cash provided by financing
  activities                                                                          -                      73,000
                                                                               -----------               ----------

Net (decrease)/increase in cash and
 cash equivalents                                                                  (79,549)               4,467,430

Cash and cash equivalents at
 beginning of year                                                              13,324,291                2,383,444
                                                                               -----------                ---------

Cash and cash equivalents at end
 of period                                                                    $ 13,244,742              $ 6,850,874
                                                                               ===========               ==========

Cash paid for interest by TCS                                                 $       -                 $ 2,290,177
                                                                               ===========               ==========

</TABLE>

Supplemental Disclosure:

On April 2, 1997 the Partnership  distributed $23,671,989 or $211.08 per Unit to
limited partners of record as of March 24, 1997.

See Notes to Consolidated Financial Statements (Unaudited).


<PAGE>
<TABLE>
<CAPTION>

                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                        CONSOLIDATED STATEMENT OF CHANGES
                              IN PARTNERS' CAPITAL
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------

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

Partners' Capital as of January 1, 1998
                                                      $    90,140                 $ 6,874,633                $ 6,964,773

Net loss                                                  (13,149)                 (1,301,728)                (1,314,877)

Additional capital contributions
                                                        1,360,470                       -                      1,360,470

Transfer from General Partner to
  Limited partners
                                                       (1,346,865)                  1,346,865                       -
                                                       ----------                  ----------                 ----------

Partners' Capital as of September 30,
  1998
                                                      $    90,596                 $ 6,919,770                $ 7,010,366
                                                       ==========                  ==========                 ==========



See Notes to Consolidated Financial Statements (Unaudited).

</TABLE>
<PAGE>


                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (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
("Unit").  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,  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 (See Note 3), and making a final cash distribution, if any, to
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,
1998 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, 1998 are not  necessarily  indicative of the results of  operations  for the
entire year.

Additional information, including the audited year end 1997 Financial Statements
and  the  Summary  of  Significant  Accounting  Policies,  is  included  in  the
Partnership's  filing on Form 10-K for the year ended  December 31, 1997 on file
with the Securities and Exchange Commission.

2.   LIQUIDITY AND SUMMARY OF INVESTMENT STATUS

The General Partner continues to work to resolve the  Partnership's  obligations
and other  contingencies  relating to its former  investments  in  International
Media  Publishing,   L.P.   ("IMPLP"),   International  Media  Publishing  Inc.,
Intelidata Limited  ("Intelidata"),  Paradigm  Entertainment,  L.P., the Windsor
Systems  and TCS  Television  Partners,  L.P.,  which  in the  aggregate  equals
approximately  $5.8 million as of September 30, 1998. This amount is recorded as
a liability in the financial  statements  of the  Partnership.  The  Partnership
currently  anticipates that these obligations and contingencies will be resolved
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.

On March 27,  1997,  the  Partnership  received  a  voluntary  cash  payment  of
$23,671,989  (the "Cash  Payment")  from Merrill Lynch,  Pierce,  Fenner & Smith
Incorporated  ("Merrill  Lynch"),  an  affiliate  of the  General  Partner,  for
distribution  solely to  limited  partners.  On April 2, 1997,  the  Partnership
distributed  all the  proceeds  of the Cash  Payment,  or $211.08  per Unit,  to
limited partners of record as of March 24, 1997. The Cash Payment was treated in
the financial  statements as a capital contribution by the General Partner and a
simultaneous transfer to limited partners' capital.

Pursuant to an amendment to the Partnership  Agreement dated March 24, 1997 (the
"Amendment") the  Partnership's  obligation to pay a Partnership  Management Fee
and a  Property  Management  Fee  for  1996  and  subsequent  periods  has  been
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, 1998 of $453,490 and $1,360,470,  respectively,  and
for the  three  and  nine  months  ended  September  30,  1997 of  $455,015  and
$1,423,687,  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  contribution  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 of 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 April 15, 1997, TCS Television Partners, L.P. ("TCS") and TCS Television Inc.
("TCS  Inc.")   (jointly,   the  "Sellers"),   completed  the  sale  to  Nexstar
Broadcasting Group, L.L.C.,  ("Nexstar") of all of the outstanding capital stock
of Fabri  Development  Corporation  ("Fabri").  Fabri,  a 100%  owned  corporate
subsidiary of TCS Inc., owned two television  stations,  WTWO-TV in Terre Haute,
Indiana and KQTV in St. Joseph,  Missouri.  Before the consummation of the sale,
Nexstar  assigned  its rights  under the Stock  Purchase  Agreement  (the "Stock
Purchase  Agreement")  to Nexstar  Broadcasting  of the  Midwest  Inc.  The base
purchase  price for the  outstanding  shares of Fabri  was  $31,323,922  after a
working  capital  adjustment.  Pursuant  to  the  terms  of the  Stock  Purchase
Agreement and the Sub-Debt Proceeds Sharing Agreement,  after application of the
proceeds generated by the sale to the payment of transaction  expenses resulting
from the sale and to the  establishment of two separate escrow accounts totaling
$1,750,000,  the  remaining  proceeds  received  from the sale were  applied  as
follows:  $23,757,072 to repay certain  amounts to TCS's lenders;  $1,022,534 to
repay  outstanding  principal and accrued  interest on a loan made to TCS by the
Partnership;   and  $2,604,601  and  $1,736,400  to  pay  the   Partnership  and
Commonwealth  Capital  Partners,  L.P.,  respectively,  their  share of  certain
accrued and unpaid consulting fees. During 1997 and early 1998,  $1,750,000 (the
entire  escrowed  amount) plus  accrued  interest of  approximately  $63,000 was
returned  to TCS from  escrows  related  to the sale of Fabri.  The  Partnership
recorded  income of $3,627,135  during the nine months ended  September 30, 1997
related to the sale of TCS.

On August 27, 1997, the Partnership received and recognized a gain for financial
reporting  purposes of  approximately  $160,000  representing the final deferred
sale  payment  arising  from the July 1, 1993 sale of its  interest in IMPLP and
Intelidata.  These  funds  represented  the  contractual  royalty  fee for sales
generated by Intelidata since the 1993 sale.

On September  22, 1997,  the  Partnership,  pursuant to the option  exercised by
European Media Partners, Ltd., completed the sale of its remaining investment, a
restructured 13.8% ownership interest in MV Technology Limited for approximately
$481,000.

3.   CONTINGENCIES

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. 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 a 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  have moved to  dismiss  the  complaint  and each claim for
relief therein;  the court has not yet ruled on the motion.  Defendants  believe
that they have good and meritorious  defenses to the action, and vigorously deny
any wrongdoing with respect to the alleged claims.

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:  the General Partner,  MLOM,  RPOM,  Merrill Lynch & Co.,
Inc., and Merrill Lynch. For the three and nine months ended September 30, 1998,
the Partnership incurred approximately $18,000 and $183,000,  respectively,  for
legal costs relating to such  indemnification.  Such cumulative  costs amount to
approximately $343,000 through September 30, 1998.

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

Liquidity and Summary of Investment Status

As  of  September  30,  1998   Registrant  had  $13,244,742  in  cash  and  cash
equivalents.

As of September 22, 1997, with the closing of the sale of MV Technology Limited,
Registrant  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,
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
partners.

The General Partner  continues to work to resolve  Registrant's  obligations and
other  contingencies  relating to its former investments in International  Media
Publishing,  L.P.,  International  Media  Publishing Inc.,  Intelidata  Limited,
Paradigm  Entertainment,  L.P., the Windsor Systems and TCS Television Partners,
L.P., which in the aggregate equals  approximately  $5.8 million as of September
30, 1998. This amount is recorded as a liability in the financial  statements of
Registrant.   Registrant  currently   anticipates  that  these  obligations  and
contingencies will be resolved as soon as practicable.

Registrant's  ongoing  cash needs will be to fund its existing  obligations  and
costs in connection with the liquidation of the Partnership as well as providing
for costs and expenses  related to the purported class action lawsuit  described
below.

The  General  Partner  currently   anticipates  that  the  pendency  of  certain
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 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
"Amendment")  Registrant's  obligation to pay a Partnership Management Fee and a
Property  Management  Fee for 1996 and subsequent  periods has been  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, amounts equal to these
services for the three and nine months ended  September 30, 1998 of $453,490 and
$1,360,470,  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  contribution  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 of 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,  Registrant's general partner, Media Opportunity Management Partners
(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. 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 a 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  have moved to  dismiss  the  complaint  and each claim for
relief therein;  the court has not yet ruled on the motion.  Defendants  believe
that they have good and meritorious  defenses to the action, and vigorously deny
any wrongdoing with respect to the alleged claims.

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:  the General Partner,  MLOM,  RPOM,  Merrill Lynch & Co.,
Inc., and Merrill Lynch. For the three and nine months ended September 30, 1998,
Registrant incurred approximately $18,000 and $183,000,  respectively, for legal
costs  relating  to  such  indemnification.  Such  cumulative  costs  amount  to
approximately $343,000 through September 30, 1998.

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 and is more  fully  detailed  in Form  10-K  incorporated  by
reference herein.  Registrant undertakes no responsibility to update publicly or
revise any forward-looking statements.

Results of Operations.

Three months ended September 30, 1998 and 1997.

Registrant  generated a net loss of  approximately  $389,000 in the three months
ended  September  30,  1998,  which was  comprised  of services  provided by the
General  Partner of  approximately  $454,000,  and  professional  fees and other
expenses  of  approximately  $21,000,  partially  offset by  interest  income of
approximately $86,000.

Registrant  generated net income of  approximately  $290,000 in the three months
ended September 30, 1997,  which was comprised of a one-time gain on the sale of
MV Technology  Limited and  Intelidata of  approximately  $481,000 and $160,000,
respectively, and interest income of approximately $107,000, partially offset by
services  provided  by  the  General  Partner  of  approximately  $455,000,  and
professional fees and other expenses of approximately $3,000.

The  decrease in net income of  approximately  $680,000  from the 1997 period is
primarily  attributable to the one-time gains recognized in 1997 on the sales of
MVT and Intelidata.

Nine Months ended September 30, 1998 and 1997.

Registrant  generated a net loss of approximately $1.3 million in the first nine
months of 1998, which was comprised of services  provided by the General Partner
of  approximately  $1.3  million  and  professional  fees and other  expenses of
approximately  $207,000,  partially  offset by interest income of  approximately
$252,000.

Registrant  generated net income of approximately $3.0 million in the first nine
months of 1997, which was comprised of income from  discontinued  operations due
to the sale of the TCS  television  stations of  approximately  $3.6 million,  a
one-time gain on the sale of MVT and  Intelidata of  approximately  $481,000 and
$160,000, respectively, and interest income of approximately $178,000, partially
offset by services provided by the General Partner of approximately $1.4 million
and professional fees and other expenses of approximately $14,000.

The decrease in net income of approximately $4.3 million from the 1997 period is
primarily attributable to income from discontinued  operations incurred in 1997,
as well as the  one-time  gains  recognized  in  1997  on the  sales  of MVT and
Intelidata.

Pursuant to the Amendment,  Registrant's  obligation to pay management  fees for
1996 and subsequent  periods has been terminated.  However,  the General Partner
continues to provide  services on behalf of Registrant.  In accordance  with the
Amendment,  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 is treated as an expense with a corresponding increase in General
Partner's capital.  The foregoing expense and capital transfer have no effect on
the  capital  of  the  limited  partners  or  the  General  Partner.  Therefore,
Registrant's  net income for the nine months  ended  September 30 1998 and 1997,
excluding   services   provided  by  the  General   Partner,   would  have  been
approximately $46,000 and $4.4 million, respectively.

<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,
                  Registrant's  general partner,  Media  Opportunity  Management
                  Partners (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.  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 a 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 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 have moved to
                  dismiss the complaint and each claim for relief  therein;  the
                  court has not yet ruled on the motion. Defendants believe that
                  they have good and  meritorious  defenses to the  action,  and
                  vigorously  deny any  wrongdoing  with  respect to the alleged
                  claims.

                  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: the General Partner, MLOM, RPOM, Merrill
                  Lynch & Co., Inc.,  and Merrill Lynch.  For the three and nine
                  months  ended   September   30,  1998,   Registrant   incurred
                  approximately  $18,000 and $183,000,  respectively,  for legal
                  costs relating to such indemnification.  Such cumulative costs
                  amount to approximately $343,000 through September 30, 1998.


  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.

                  As of September  22, 1997,  with the closing of the sale of MV
                  Technology  Limited,  Registrant  disposed  of its last  Media
                  Business   (as   defined   in  the   Partnership   Agreement).
                  Accordingly,  as of September 22, 1998 (one year following the
                  disposition  of its  last  Media  Business),  pursuant  to 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 Part II Item 1. Legal Proceedings), and
                  making a final cash distribution, if any, to partners.


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

                   A). Exhibits:

                       Exhibit #                    Description

                         27.                        Financial Data Schedule

                  B).  Reports on Form 8-K

                       None


<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                       ML MEDIA OPPORTUNITY PARTNERS, L.P.

                       By:  Media Opportunity Management Partners
                            General Partner

                       By:  RP Opportunity Management, L.P.
                            General Partner

                       By:  IMP Opportunity Management Inc.



Dated: November 9, 1998    /s/ I. Martin Pompadur
                           ----------------------
                           I. Martin Pompadur
                           Director and President
                          (principal executive officer
                           of the Registrant)


Dated: November 9, 1998    /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 9, 1998    /s/ Kevin K. Albert
                           -------------------
                           Kevin K. Albert
                           Director and President


Dated: November 9, 1998    /s/ Diane T. Herte
                           ------------------
                           Diane T. Herte
                           Treasurer
                           (principal accounting officer and
                            principal financial officer of the Registrant)