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, 2001

                                     0-16690
                            (Commission File Number)

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

                                    Delaware
                  (State or other jurisdiction of organization)

                                   13-3429969
                        (IRS Employer Identification No.)

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

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

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


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

<PAGE>
                       ML Media Opportunity Partners, L.P.

                         Part 1 - Financial Information.


Item 1.   Financial Statements.

                                   TABLE OF CONTENTS


Consolidated  Balance Sheets as of March 31, 2001  (Unaudited) and December
     31, 2000 (Unaudited)

Consolidated  Statements of Operations for the three months ended March 31, 2001
     (Unaudited) and March 31, 2000 (Unaudited)

Consolidated Statements of Cash Flows for the three months ended March 31, 2001
     (Unaudited) and March 31, 2000 (Unaudited)

Consolidated Statements of Changes in Partners' Capital for the three months
     ended March 31, 2001 (Unaudited)

Notes to Consolidated Financial Statements for the three months ended March 31,
     2001 (Unaudited)



<PAGE>
<TABLE>
<CAPTION>
                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
          CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2001 (UNAUDITED)
                        AND DECEMBER 31, 2000 (UNAUDITED)



                                                        Notes       March 31, 2001       December 31, 2000
                                                        -----       --------------       -----------------
<S>                                                    <C>           <C>                 <C>
ASSETS:
Cash and cash equivalents                                           $   11,488,031       $      11,264,676
Interest and other receivables                                              21,067                  80,289
                                                                    --------------       -----------------
TOTAL ASSETS                                                        $   11,509,098       $      11,344,965
                                                                    ==============       =================
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities                         $    2,457,030       $       2,427,723
                                                                    --------------       -----------------
Total Liabilities                                                        2,457,030               2,427,723
                                                                    --------------       -----------------
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              33,765,383              33,289,080
Transfer from General Partner
   to Limited partners                                   2             (33,664,450)            (33,192,910)
Cumulative cash distributions                                             (362,496)               (362,496)
Cumulative loss                                                           (646,853)               (643,438)
                                                                    --------------       -----------------
                                                                           111,012                 109,664
                                                                    --------------       -----------------
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              33,664,450              33,192,910
Tax allowance cash distribution                                         (2,040,121)             (2,040,121)
Other cumulative cash distributions                      2             (59,559,029)            (59,559,029)
Cumulative loss                                                        (64,038,560)            (63,700,498)
                                                                    --------------       -----------------
                                                                         8,941,056               8,807,578
                                                                    --------------       -----------------
Total Partners' Capital                                                  9,052,068               8,917,242
                                                                    --------------       -----------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                             $   11,509,098       $      11,344,965
                                                                    ==============       =================


</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, 2001 (UNAUDITED)
                                             AND MARCH 31, 2000 (UNAUDITED)


                                                                          2001                      2000
                                                                     --------------            -------------
<S>                                                                  <C>                       <C>
Interest and other income                                            $      145,626            $     141,745

Partnership Operating Expenses:
   Professional fees and other                                               10,800                   15,156
   Services provided by the General
     Partner                                                                476,303                  467,785
                                                                     --------------            -------------

                                                                            487,103                  482,941
                                                                     --------------            -------------

Net Loss                                                             $     (341,477)           $    (341,196)
                                                                     ==============            =============
Per Unit of Limited Partnership Interest:

Net Loss                                                             $        (3.01)           $       (3.01)
                                                                     ==============            =============
Number of Limited Partner 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, 2001 (UNAUDITED)
                         AND MARCH 31, 2000 (UNAUDITED)


                                                                      2001                      2000
                                                                ---------------           --------------
<S>                                                             <C>                       <C>
Cash flows from operating activities:

Net loss                                                        $      (341,477)          $     (341,196)

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

    Services provided by the General Partner                            476,303                  467,785



    Changes in operating assets and liabilities:

        Interest and other receivables                                   59,222                    1,730

        Accounts payable and accrued liabilities                         29,307                   21,272
                                                                ---------------           --------------

Net cash provided by operating activities                               223,355                  149,591
                                                                ---------------           --------------
Net increase in cash and
  cash equivalents                                                      223,355                  149,591

Cash and cash equivalents at
  beginning of period                                                11,264,676               10,613,295
                                                                ---------------           --------------

Cash and cash equivalents at end
  of period                                                     $    11,488,031           $   10,762,886
                                                                ===============           ==============


</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, 2001 (UNAUDITED)


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

Partners' Capital as of January 1, 2001         $      109,664      $  8,807,578      $ 8,917,242


Net loss                                                (3,415)         (338,062)        (341,477)

Additional capital contributions                       476,303                 -          476,303

Transfer from General Partner to Limited
  partners                                            (471,540)          471,540                -
                                                --------------      ------------      -----------

Partners/ Capital as of March 31, 2001          $      111,012      $  8,941,056      $ 9,052,068
                                                ==============      ============      ===========


</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, 2001
                                   (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 accounting principles generally accepted in the United States of
America  ("GAAP")  for interim  financial  information.  They do not include all
information and footnotes required by GAAP 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, 2001 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, 2001 are not necessarily  indicative of the results
of operations for the entire year.

     Additional  information,  including  the  audited  year end 2000  Financial
Statements  and  the  Significant   Accounting  Policies,  is  included  in  the
Partnership's  filing on Form 10-K for the year ended  December 31, 2000 on file
with the Securities and Exchange Commission.

2.   Liquidity and Summary of Investment Status

     As of March 31, 2001,  the  Partnership  had  $11,488,031  in cash and cash
equivalents.

     As of March 31,  2001,  the  Partnership's  obligations  and  contingencies
relating to its former investments  amounted to approximately  $1.8 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 GAAP,  for financial
reporting  purposes,  amounts  equal to these  services for the first quarter of
2001 and 2000 of $476,303 and $467,785,  respectively,  have been treated in the
accompanying  consolidated  statements  of operations as an expense for services
provided  by the  General  Partner  with a  corresponding  increase  in  General
Partner's  capital due to the capital  contributions.  In  conjunction  with the
General Partner's capital increase, a transfer was made to the limited partners'
capital  account in the  aggregate  amount of $471,540 and  $463,107  during the
first  quarter of 2001 and 2000,  respectively,  which  represents  the  limited
partners'  share  (99%)  of the  capital  contribution  of  such  services.  The
foregoing  expense  and  capital  transfer  have no effect on the capital of the
limited partners or the General Partner.

3.   Legal Proceedings


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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's  Decision and Order.  In August 2000,  the motion for  reargument was
denied.  On August 17,  2000,  Plaintiffs  filed a motion to modify the  Supreme
Court's June 13, 2000 order, and to permit them to file an amended complaint. On
January 16, 2001, the Supreme Court denied the motion.

     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, 2001 and 2000,  the  Partnership  incurred  approximately
$8,000  and   $11,000,   respectively,   for  legal   costs   relating  to  such
indemnification.  Such cumulative costs amount to approximately $619,000 through
March 31, 2001.

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

Liquidity and Capital Resources.

As of  March  31,  2001,  Registrant  had  $11,488,031  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,  2001,  Registrant's
obligations and  contingencies  relating to its former  investments  amounted to
approximately $1.8 million, in the aggregate, and are recorded as a liability in
the financial  statements of Registrant.  Media Opportunity  Management Partners
(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.  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
accounting  principles  generally accepted in the United States of America,  for
financial  reporting  purposes,  an amount equal to these services for the first
quarter of 2001 of $476,303  has been treated in the  accompanying  consolidated
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  account  for the limited
partners'  share  (99%)  of the  capital  contribution  of  such  services.  The
foregoing  expense  and  capital  transfer  have no effect on the capital of the
limited partners or the General Partner.

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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's  Decision and Order.  In August 2000,  the motion for  reargument was
denied.  On August 17,  2000,  plaintiffs  filed a motion to modify the  Supreme
Court's  June 13,  2000  order,  and to  permit  them to file  their  previously
proposed derivative complaint. On January 16, 2001, the Supreme Court denied the
motion.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted above,  Registrant  has received  notices of requests for  indemnification
from the following  defendants named therein:  the General Partner,  MLOM, RPOM,
Merrill Lynch & Co., Inc.,  and Merrill Lynch.  For the three months ended March
31, 2001 and 2000, the Partnership  incurred  approximately  $8,000 and $11,000,
respectively, for legal costs relating to such indemnification.  Such cumulative
costs amount to approximately $619,000 through March 31, 2001.

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.

2001 vs. 2000

     Registrant  generated  a net loss of  approximately  $341,000  in the first
three months of 2001,  which was  comprised of services  provided by the General
Partner of  approximately  $476,000,  professional  fees and other  expenses  of
approximately  $11,000,  partially  offset  by  interest  and  other  income  of
approximately $146,000.

     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.

     There was no  material  change in the  results of  operations  for the 2001
period as compared to the 2000 period.

     Registrant's  net  income,  excluding  services  provided  by  the  General
Partner, due to the termination of Registrant's obligation to pay for management
fees since 1996, was  approximately  $135,000 and $127,000,  for the first three
months of 2001 and 2000, respectively.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk


     As  of  March  31,  2001,  Registrant  maintains  a  portion  of  its  cash
equivalents in financial instruments with original maturities of three months or
less.  These  financial  instruments are subject to interest rate risk, and will
decline in value if interest rates increase.  A significant increase or decrease
in interest  rates would not have a material  effect on  Registrant's  financial
position.

                            PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.

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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
On  June 8,  2000,  the New  York  Supreme  Court,  Appellate  Division  - First
Department  issued a Decision  and  Order,  unanimously  affirming  the New York
Supreme Court's dismissal of the plaintiffs'  complaint in its entirety. On June
13, 2000,  the New York Supreme  Court denied  plaintiffs'  motion to clarify or
modify the Court's  March 3, 1999 order.  On June 23, 2000,  plaintiffs  filed a
motion  for  reargument  with  respect  to  certain  portions  of the  Appellate
Division's  Decision and Order.  In August 2000,  the motion for  reargument was
denied.  On August 17,  2000,  plaintiffs  filed a motion to modify the  Supreme
Court's June 13, 2000 order, and to permit them to file an amended complaint. On
January 16, 2001, the Supreme Court denied the motion.

     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.,  Merrill Lynch.  For the three months ended March 31,
2001, Registrant incurred  approximately $8,000 for legal costs relating to such
indemnification.  Such cumulative costs amount to approximately $619,000 through
March 31, 2001.

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.

<PAGE>
        A).    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.




                                      By:  Media Opportunity Management Partners
                                           General Partner

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

                                      By:  IMP Opportunity Management Inc.



Dated: May 15, 2001                        /s/ I. Martin Pompadur
                                           -------------------------------------
                                               I. Martin Pompadur
                                               Director and President
                                              (principal executive officer
                                               of the Registrant)

Dated: May 15, 2001                        /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, 2001                    /s/ Kevin K. Albert
                                       -----------------------------------------
                                           Kevin K. Albert
                                           Director and President

Dated: May 15, 2001                    /s/ James V. Caruso
                                       -----------------------------------------
                                           James V. Caruso
                                           Director and Executive Vice President

Dated: May 15, 2001                    /s/ Anthony J. Lafaire
                                       -----------------------------------------
                                           Anthony J. Lafaire
                                           Director and Vice President

Dated: May 15, 2001                    /s/ Diane T. Herte
                                       -----------------------------------------
                                           Diane T. Herte
                                           Vice President and Treasurer
                                          (principal accounting officer and
                                           principal financial officer
                                           of Registrant)