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, 1999


                                     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 1 - Financial Information.


Item 1.   Financial Statements.


                                TABLE OF CONTENTS



     Consolidated  Balance Sheets as of March 31, 1999  (Unaudited) and December
31, 1998 (Unaudited)

     Consolidated  Statements of Operations for the three months ended March 31,
1999 (Unaudited) and March 31, 1998 (Unaudited)

     Consolidated  Statements of Cash Flows for the three months ended March 31,
1999 (Unaudited) and March 31, 1998 (Unaudited)

     Consolidated  Statements  of Changes  in  Partners'  Capital  for the three
months ended March 31, 1999 (Unaudited)

     Notes to Consolidated Financial Statements for the three months ended March
31, 1999 (Unaudited)


<PAGE>
<TABLE>
<CAPTION>

                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
          CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1999 (UNAUDITED)
                        AND DECEMBER 31, 1998 (UNAUDITED)
--------------------------------------------------------------------------------
<S>                                                  <C>           <C>                     <C>

                                                                     March 31,             December 31,
                                                     Notes             1999                    1998
                                                     -----         -------------          ------------

ASSETS:

Cash and cash equivalents                                          $  10,260,761          $  10,152,858
Interest and other receivables                                            33,311                 37,403                             
Other assets                                                                   -                 89,191
                                                                   -------------          -------------
TOTAL ASSETS                                                       $  10,294,072          $  10,279,452


LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities                        $   2,101,589          $   2,071,911
                                                                   -------------          -------------
Total Liabilities                                                      2,101,589              2,071,911
                                                                   -------------          -------------
   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 MARCH 31, 1999 (UNAUDITED)
                        AND DECEMBER 31, 1998 (UNAUDITED)

                                   (continued)
--------------------------------------------------------------------------------
<S>                                                 <C>           <C>               <C>
                                                                     March 31,       December 31,
                                                    Notes              1999             1998
                                                    -----         ------------      -------------

Partners' Capital:

General Partner:
Capital contributions, net of 
  offering expenses                                                   1,019,428         1,019,428                                   
Additional capital contributions                                     30,034,342        29,573,143
Transfer from General Partner
  to Limited partners                                               (29,970,718)      (29,514,131)
Cumulative cash distributions                                          (362,496)         (362,496)                                  
Cumulative loss                                                        (618,139)         (613,376)
                                                                   ------------      ------------
                                                                        102,417           102,568
                                                                   ------------      ------------

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                                                29,970,718        29,514,131
Tax allowance cash distribution                                      (2,040,121)       (2,040,121)
Other cumulative cash distributions                                 (59,559,029)      (59,559,029)
Cumulative loss                                                     (61,195,818)      (60,724,324)
                                                                   ------------      ------------
                                                                      8,090,066         8,104,973
                                                                   ------------      ------------                                   
Total Partners' Capital                                               8,192,483         8,207,541
                                                                   ------------      ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                            $ 10,294,072      $ 10,279,452
                                                                   ============      ============
                                                           
</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, 1999 (UNAUDITED)
                         AND MARCH 31, 1998 (UNAUDITED)

--------------------------------------------------------------------------------
<S>                                                <C>               <C>

                                                       1999              1998
                                                   -----------       -----------

Interest income                                    $   109,219       $    82,681
                                                   
Partnership Operating Expenses:

   Professional fees and other                         124,277            56,128

   Services provided by the General
     Partner                                           461,199           453,490
                                                   -----------       -----------                     
                                                       585,476           509,618
                                                   -----------       -----------
NET LOSS                                           $  (476,257)      $  (426,937)
                                                   ===========       =========== 
Per Unit of Limited Partnership Interest:

NET LOSS                                           $     (4.20)      $     (3.77)
                                                   ===========       ===========
Number of Units                                      112,147.1         112,147.1
                                                   ===========       ===========
 
See Notes to Consolidated Financial Statements (Unaudited).





</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)
                         AND MARCH 31, 1998 (UNAUDITED)

--------------------------------------------------------------------------------
<S>                                                                 <C>                <C>

                                                                        1999               1998
                                                                    -----------        -----------

Cash flows from operating activities:


Net loss                                                            $  (476,257)       $  (426,937)

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


    Services provided by the General Partner                            461,199            453,490
                                                                              
                                                                                                       
    Changes in operating assets and liabilities:

        Interest and other receivables                                    4,092             18,379

        Other assets                                                     89,191                -

        Accounts payable and accrued liabilities                         29,678            (78,253)
                                                                   ------------        -----------                                  

Net cash provided by/(used in) 
  operating activities                                                  107,903            (33,321)
                                                                   ------------        -----------                                  

Net increase/(decrease) in cash and
  cash equivalents                                                      107,903            (33,321)   
                                                                                                       

Cash and cash equivalents at
  beginning of year                                                     
                                                                     10,152,858          13,324,291
                                                                   ------------        ------------
Cash and cash equivalents at end
  of period                                                        $ 10,260,761        $ 13,290,970
                                                                   ============        ============

</TABLE>


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 THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED)

--------------------------------------------------------------------------------
<S>                                                <C>               <C>                 <C>


                                                      General          Limited
                                                      Partner          Partners            Total
                                                   ------------     ------------       -------------
Partners' Capital as of January 1, 1999
                                                   $    102,568     $  8,104,973       $   8,207,541

Net loss                                                 (4,763)        (471,494)           (476,257)

Additional capital contributions                        461,199                -             461,199
                                              

Transfer from General Partner to               
  Limited partners                                     (456,587)         456,587                   -       
                                                   ------------     ------------       -------------
                                              
Partners' Capital as of March 31, 1998             $    102,417     $  8,090,066       $   8,192,483
                                                   ============     ============       =============
                                     

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


                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)


1.   ORGANIZATION AND BASIS OF PRESENTATION


     ML Media Opportunity Partners,  L.P. (the "Partnership") was formed and the
Certificate of Limited  Partnership was filed under the Delaware Revised Uniform
Limited Partnership Act on June 23, 1987. Operations commenced on March 23, 1988
with the first  closing  of the sale of units of  limited  partnership  interest
("Units").  Subscriptions  for an aggregate of 112,147.1 Units were accepted and
are now outstanding.


     Media Opportunity  Management  Partners (the "General  Partner") is a joint
venture,  organized as a general  partnership under the laws of the State of New
York, between RP Opportunity  Management,  L.P. ("RPOM"),  a limited partnership
under  Delaware law, and ML Opportunity  Management  Inc.  ("MLOM"),  a Delaware
corporation and an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc.
The General  Partner was formed for the purpose of acting as general  partner of
the  Partnership.  The General  Partner's  total  initial  capital  contribution
amounted to  $1,132,800  which  represents 1% of the total  Partnership  capital
contributions.


     Pursuant  to the terms of the  Amended and  Restated  Agreement  of Limited
Partnership (the "Partnership Agreement"), the General Partner is liable for all
general   obligations  of  the  Partnership  to  the  extent  not  paid  by  the
Partnership.  The limited  partners  are not liable for the  obligations  of the
Partnership in excess of the amount of their contributed capital.


     The Partnership was formed to acquire,  finance,  hold,  develop,  improve,
maintain, operate, lease, sell, exchange, dispose of and otherwise invest in and
deal with Media  Businesses  and direct and indirect  interests  therein.  As of
September  22,  1997,  with the  closing  of the sale of MV  Technology  Limited
("MVT"),  the Partnership disposed of its last Media Business (as defined in the
Partnership  Agreement).  As a  result,  as of  September  22,  1998  (one  year
following  the  disposition  of  its  last  Media  Business),  pursuant  to  the
Partnership Agreement,  the Partnership is in dissolution and its only remaining
activity is to wind up its affairs,  which  includes  providing for or resolving
its  remaining   obligations  and   contingencies,   and  making  a  final  cash
distribution, if any, to its partners.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not  include all  information  and  footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the  opinion of the  General  Partner,  the  financial  statements  include  all
adjustments   necessary  to  reflect  fairly  the  financial   position  of  the
Partnership as of March 31, 1999 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, 1999 are not necessarily  indicative of the results
of operations for the entire year.

     Additional  information,  including  the  audited  year end 1998  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, 1998 on
file with the Securities and Exchange Commission.


2.   Liquidity and Summary of Investment Status


     As of March 31, 1999,  the  Partnership  had  $10,260,761  in cash and cash
equivalents.

     During the first quarter of 1999, the General Partner  continued to work to
resolve the Partnership's  obligations and contingencies  relating to its former
investments.  As of March 31, 1999, these obligations and contingencies amounted
to approximately $1.6 million in the aggregate,  and are recorded as a liability
in the financial  statements of the Partnership.  The General Partner is working
diligently  to  resolve  these   obligations  and   contingencies   as  soon  as
practicable.

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

     Pursuant to an amendment to the Partnership Agreement dated March 24, 1997,
the Partnership's  obligation to pay a Partnership Management Fee and a Property
Management  Fee for 1996  and  subsequent  periods  was  terminated.  Therefore,
although  the General  Partner  continues  to provide  services on behalf of the
Partnership, the Partnership did not pay for these services and will not pay for
such services in the future.  However,  in accordance  with  generally  accepted
accounting principles,  for financial reporting purposes, amounts equal to these
services  for the  first  quarter  of 1999 and 1998 of  $461,199  and  $453,490,
respectively,  have been treated in the accompanying statements of operations as
an expense with a corresponding increase in General Partner's capital due to the
capital   contributions  for  services  provided  by  the  General  Partner.  In
conjunction with the General Partner's capital increase,  a transfer was made to
the  limited  partners'  capital for the  limited  partners'  share (99%) of the
capital  contribution  of such  services.  The  foregoing  expense  and  capital
transfer  have no effect on the capital of the  limited  partners or the General
Partner.

3.   Legal Proceedings
           

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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of the  Partnership.  The appeal and the motion for
leave to amend are pending.

     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, 1999 and 1998,  the  Partnership  incurred  approximately
$28,000  and   $51,000,   respectively,   for  legal  costs   relating  to  such
indemnification.  Such cumulative costs amount to approximately $395,000 through
March 31, 1999.

4.   Recent Accounting Statement Adopted

     The  Partnership  adopted  Statement  of  Financial   Accounting  Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
during  the first  quarter  of 1999.  SFAS No. 133  established  accounting  and
reporting  standards  for  derivative  instruments  and for hedging  activities,
requiring the recognition of all derivatives as either assets or liabilities and
to  measure  those  instruments  at  fair  value,  as well  as to  identify  the
conditions for which a derivative may be specifically  designed as a hedge.  The
Partnership  currently  does  not  have any  derivative  instruments  and is not
engaged in hedging activities.


<PAGE>

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

Liquidity and Capital Resources.

     As of  March  31,  1999,  Registrant  had  $10,260,761  in  cash  and  cash
equivalents.

     As of  September  22, 1997,  with the closing of the sale of MV  Technology
Limited ("MVT"),  Registrant disposed of its last Media Business,  as defined in
the Amended and Restated  Agreement  of Limited  Partnership  (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 its
partners.  During the first quarter of 1999,  the General  Partner  continued to
work to resolve  Registrant's  obligations  and  contingencies  relating  to its
former  investments.  As of March 31, 1999, these  obligations and contingencies
amounted to approximately  $1.6 million in the aggregate,  and are recorded as a
liability in the financial  statements  of  Registrant.  The General  Partner is
working  diligently to resolve these  obligations and  contingencies  as soon as
practicable.

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

     Pursuant to an amendment to the  Partnership  Agreement  (the  "Amendment")
dated March 24, 1997,  Registrant's  obligation to pay a Partnership  Management
Fee  and  a  Property  Management  Fee  for  1996  and  subsequent  periods  was
terminated.  Therefore,  although  the  General  Partner  continues  to  provide
services on behalf of Registrant,  Registrant did not pay for these services and
will not pay for such  services  in the  future.  However,  in  accordance  with
generally accepted accounting  principles,  for financial reporting purposes, an
amount  equal to these  services  for the first  quarter of 1999 of $461,199 has
been treated in the  accompanying  statement of  operations as an expense with a
corresponding   increase  in  General  Partner's  capital  due  to  the  capital
contributions for services provided by the General Partner.  In conjunction with
the  General  Partner's  capital  increase,  a transfer  was made to the limited
partners'  capital  for  the  limited  partners'  share  (99%)  of  the  capital
contribution of such services.  The foregoing  expense and capital transfer have
no effect on the capital of the limited partners or the General Partner.

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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of the  Partnership.  The appeal and the motion for
leave to amend are pending.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted above,  Registrant  has received  notices of requests for  indemnification
from the following  defendants named therein:  the General Partner,  MLOM, RPOM,
Merrill Lynch & Co., Inc., and Merrill Lynch.  For the first quarter ended March
31, 1999, Registrant incurred  approximately $28,000 for legal costs relating to
such  indemnification.  Such cumulative costs amount to  approximately  $395,000
through March 31, 1999.

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.

Year 2000 Compliance Initiative

     The year 2000  ("Y2K")  problem is the result of a  widespread  programming
technique that causes computer  systems to identify a date based on the last two
numbers of a year,  with the  assumption  that the first two numbers of the year
are "19". As a result,  the year 2000 would be stored as "00", causing computers
to incorrectly interpret the year as 1900. Left uncorrected, the Y2K problem may
cause   information   technology   systems   (e.g.,   computer   databases)  and
non-information  technology systems (e.g.,  elevators) to produce incorrect data
or cease operating completely.

     Overall,  Registrant  believes  that it has  identified  and  evaluated its
internal Y2K problem and that it is devoting sufficient  resources to renovating
technology  systems  that are not already  Y2K  compliant.  Registrant  has been
working  with  third-party  software  vendors to ensure that  computer  programs
utilized by Registrant are Y2K compliant. In addition,  Registrant has contacted
third parties to ascertain  whether these  entities are addressing the Y2K issue
within their own operation.

     The  General   Partner,   through  MLOM,  is   responsible   for  providing
administrative  and  accounting  services  necessary  to  support   Registrant's
operations,  including maintenance of the books and records,  maintenance of the
partner database,  issuance of financial reports and tax information to partners
and processing  distribution payments to partners. In 1995, Merrill Lynch & Co.,
Inc. established the Year 2000 Compliance Initiative, which is an enterprisewide
effort (of which MLOM is a part) to address  the risks  associated  with the Y2K
problem,  both internal and external.  The integration testing phase, which will
occur throughout 1999,  validates that a system can successfully  interface with
both  internal and external  systems.  Merrill  Lynch & Co.,  Inc.  continues to
survey and communicate with third parties whose Year 2000 readiness is important
to the company.  Based on the nature of the response and the  importance  of the
product or service involved,  Merrill Lynch & Co., Inc. determines if additional
testing is needed.

     Merrill Lynch & Co., Inc.  participated in further  industrywide testing in
March and April 1999 sponsored by the  Securities  Industry  Association.  These
tests  involved  an  expanded  number of  firms,  transactions,  and  conditions
compared with those previously conducted.

     Although Registrant has not finally determined the cost associated with its
Year 2000 readiness efforts,  Registrant does not anticipate the cost of the Y2K
problem  to be  material  to its  business,  financial  condition  or results of
operations  in any  given  year.  However,  there can be no  guarantee  that the
systems of other  companies  on which  Registrant's  systems rely will be timely
converted,  or that a failure to convert by another company or a conversion that
is  incompatible  with  Registrant's  systems would not have a material  adverse
effect on Registrant's business, financial condition or results of operations.

Results of Operations.

1999 vs. 1998

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

     Registrant  generated  a net loss of  approximately  $427,000  in the first
three months of 1998,  which was  comprised of services  provided by the General
Partner of  approximately  $454,000,  professional  fees and other  expenses  of
approximately  $56,000,  partially  offset by interest  income of  approximately
$83,000.

     The increase in net loss of  approximately  $49,000 from the 1998 period is
primarily  attributable to an increase in wind up costs,  partially offset by an
increase in interest  income due to higher cash balances at the parent level for
the 1999 period.

     Pursuant to the Amendment,  Registrant's  obligation to pay management fees
for 1996 and subsequent periods was terminated.  Therefore although, the General
Partner  continues to provide  services on behalf of Registrant,  Registrant did
not pay for these  services  and will not pay for such  services  in the future.
However,  in accordance  with  generally  accepted  accounting  principles,  for
financial reporting purposes, an amount equal to these services 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
(loss)/income,   excluding  services  provided  by  the  General  Partner,   was
approximately ($15,000) and $26,553 for the first three months of 1999 and 1998,
respectively.

<PAGE>

Item   3.    Quantitative   and   Qualitative  Disclosure About Market Risk
                     
     As  of  March  31,  1999,  Registrant  maintains  a  portion  of  its  cash
equivalents in financial instruments with original maturities of three months or
less.  These  financial  instruments are subject to interest rate risk, and will
decline in value if interest rates increase.  A significant increase or decrease
in interest  rates would not have a material  effect on  Registrant's  financial
position.

             
<PAGE>



PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.

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

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

     With respect to Merrill Lynch & Co., Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of the  Partnership.  The appeal and the motion for
leave to amend are pending.

     The  Partnership  Agreement  provides for  indemnification,  to the fullest
extent  provided  by law,  for any  person  or  entity  named  as a party to any
threatened,  pending  or  completed  lawsuit  by  reason of any  alleged  act or
omission  arising out of such person's  activities as a General Partner or as an
officer,  director or  affiliate of either  RPOM,  MLOM or the General  Partner,
subject to specified  conditions.  In connection with the purported class action
noted above,  Registrant  has received  notices of requests for  indemnification
from the following  defendants named therein:  the General Partner,  MLOM, RPOM,
Merrill Lynch & Co., Inc., and Merrill Lynch.  For the first quarter ended March
31, 1999 Registrant incurred  approximately  $28,000 for legal costs relating to
such  indemnification.  Such cumulative costs amount to  approximately  $395,000
through March 31, 1999.

     Registrant is not aware of any other material legal proceedings.

     Item 2. Changes in Securities and Use of Proceeds.

             None

     Item 3. Defaults Upon Senior Securities.

             None

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

             None

     Item 5. Other Information.

             None

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

             A). Exhibits:

                 Exhibit #           Description

                 27.                 Financial Data Schedule

             B). Reports on Form 8-K

                 None
<PAGE>



                                   SIGNATURES


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


                                      ML MEDIA OPPORTUNITY PARTNERS, L.P.

                                      By:  Media Opportunity Management Partners
                                           General Partner

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

                                      By:  IMP Opportunity Management Inc.



Dated: May 14, 1999                   /s/ I. Martin Pompadur
                                      ---------------------------------
                                          I. Martin Pompadur
                                          Director and President
                                         (principal executive officer
                                          of the Registrant)
                                              
                                                  

Dated: May 14, 1999                  /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 14, 1999                  /s/ Kevin K. Albert
                                     ----------------------------------
                                         Kevin K. Albert
                                         Director and President     

                                                  

Dated: May 14, 1999                 /s/ James V. Caruso
                                    -----------------------------------
                                        James V. Caruso
                                        Director and Executive Vice President
       

                                                  
Dated: May 14, 1999                /s/ David G. Cohen
                                   ------------------------------------
                                       David G. Cohen
                                       Director and Vice President
                                              
                                                  

Dated: May 14, 1999               /s/ Robert J. Remick
                                  -------------------------------------
                                      Robert J. Remick
                                      Treasurer
                                     (principal accounting officer and
                                      principal financial officer
                                      of the Registrant)