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, 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 I - Financial Information.


Item 1.   Financial Statements.

                               TABLE OF CONTENTS.



Consolidated  Balance Sheets as of September 30, 1999  (Unaudited)  and December
31, 1998 (Unaudited)

Consolidated  Statements  of  Operations  for the  three and nine  months  ended
September 30, 1999 (Unaudited) and September 30, 1998 (Unaudited)


Consolidated  Statements  of Cash Flows for the nine months ended  September 30,
1999 (Unaudited) and September 30, 1998 (Unaudited)


Consolidated  Statements  of Changes in  Partners'  Capital  for the nine months
ended September 30, 1999 (Unaudited)


Notes to Consolidated  Financial  Statements for the nine months ended September
30, 1999 (Unaudited)


<PAGE>
<TABLE>
<CAPTION>

                                  ML MEDIA OPPORTUNITY PARTNERS, L.P.
                   CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 (UNAUDITED)
                                   AND DECEMBER 31, 1998 (UNAUDITED)


                                                                     September 30,          December 31,
                                                       Notes             1999                   1998
                                                       -----         -------------          -------------
<S>                                                    <C>           <C>                    <C>
ASSETS:
Cash and cash equivalents                                            $  10,517,680          $  10,152,858
Interest and other receivables                                              24,818                 37,403
Other assets                                                                 -                     89,191
                                                                     -------------          -------------
TOTAL ASSETS                                                         $  10,542,498          $  10,279,452
                                                                     =============          =============

LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities                          $   2,219,984          $   2,071,911
                                                                     -------------          -------------
Total Liabilities                                                        2,219,984              2,071,911
                                                                     -------------          -------------

   Commitments and contingencies                       2,3


Partners' Capital:

General Partner:
Capital contributions, net of offering expenses                          1,019,428              1,019,428
Additional capital contributions                                        30,956,740             29,573,143
Transfer from General Partner to Limited partners                      (30,883,892)           (29,514,131)
Cumulative cash distributions                                             (362,496)              (362,496)
Cumulative loss                                                           (626,062)              (613,376)
                                                                     -------------          -------------
                                                                           103,718                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                       30,883,892             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                                                        (61,980,262)           (60,724,324)
                                                                     -------------          -------------
                                                                         8,218,796              8,104,973
                                                                     -------------          -------------
Total Partners' Capital                                                  8,322,514              8,207,541
                                                                     -------------          -------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                              $  10,542,498          $  10,279,452
                                                                     =============          =============


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, 1999 (UNAUDITED)
                                       AND SEPTEMBER 30, 1998 (UNAUDITED)


                                                    Three Months                                  Nine Months
                                                    ------------                                  -----------
                                           September 30,         September 30,          September 30,          September 30,
                                                1999                  1998                   1999                   1998
                                           -------------         -------------          -------------          -------------
<S>                                        <C>                   <C>                    <C>                    <C>

Interest and other income                  $     116,588         $      85,782          $     340,680          $     252,319
                                           -------------         -------------          -------------          -------------
Partnership Operating Expenses:

   Professional fees and other                    42,066                21,311                225,707                206,726

   Services provided by the
     General Partner                             461,199               453,490              1,383,597              1,360,470
                                           -------------         -------------          -------------          -------------
                                                 503,265               474,801              1,609,304              1,567,196
                                           -------------         -------------          -------------          -------------

NET LOSS                                   $    (386,677)        $    (389,019)         $  (1,268,624)         $  (1,314,877)
                                           =============         =============          =============          =============
Per Unit of Limited Partnership
   Interest:

NET LOSS                                   $       (3.41)        $       (3.43)         $      (11.20)         $      (11.61)
                                           =============         =============          =============          =============
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, 1999(UNAUDITED)
                                 AND SEPTEMBER 30, 1998(UNAUDITED)



                                                                   September 30,              September 30,
                                                                       1999                       1998
                                                                   -------------              -------------
<S>                                                                <C>                        <C>

   Cash flows from operating activities:

Net loss                                                           $  (1,268,624)             $  (1,314,877)

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

   Services provided by the General
    Partner                                                            1,383,597                  1,360,470

Changes in operating assets and liabilities:

  Interest and other receivables                                          12,585                      2,115

  Other assets                                                            89,191                      -

  Accounts payable and accrued
   liabilities                                                           148,073                   (127,257)
                                                                   -------------              -------------

Net cash provided by/(used in) operating activities                      364,822                    (79,549)
                                                                   -------------              -------------

Net increase/(decrease) in cash and cash equivalents                     364,822                    (79,549)


Cash and cash equivalents at beginning of year                        10,152,858                 13,324,291
                                                                   -------------              -------------

Cash and cash equivalents at end of period                         $  10,517,680              $  13,244,742
                                                                   =============              =============


</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 NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)


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

Partners' Capital as of January 1, 1999         $     102,568          $   8,104,973          $   8,207,541


Net loss                                              (12,686)            (1,255,938)            (1,268,624)

Additional capital contributions                    1,383,597                  -                  1,383,597

Transfer from General Partner to
  Limited partners                                 (1,369,761)             1,369,761                   -
                                                -------------          -------------          -------------
Partners' Capital as of September 30, 1999      $     103,718          $   8,218,796          $   8,322,514
                                                =============          =============          =============

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, 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 September 30,
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 nine months ended September
30, 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 September  30, 1999,  the  Partnership  had  $10,517,680  in cash and cash
equivalents.

During the first nine months of 1999, the General  Partner  continued to work to
resolve the Partnership's  obligations and contingencies  relating to its former
investments.  As of September  30, 1999,  these  obligations  and  contingencies
amounted to approximately  $1.7 million in the aggregate,  and are recorded as a
liability in the financial statements of the Partnership. The General Partner 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 three and nine months ended  September 30, 1999 of $461,199 and
$1,383,597  respectively,  and 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  contributions  for
services  provided  by the  General  Partner.  In  conjunction  with the General
Partner's capital increase, a transfer was made to the limited partners' capital
for the  limited  partners'  share  (99%) of the  capital  contribution  of such
services.  The  foregoing  expense  and capital  transfer  have no effect on the
capital of the limited partners or the General Partner.

3.   Legal Proceedings

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

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

With  respect  to  Merrill  Lynch & Co.,  Inc.,  Merrill  Lynch,  MLOM and RPOM,
plaintiffs  claim that these defendants aided and abetted the General Partner in
the alleged breach of the Partnership Agreement and in the alleged breach of the
General  Partner's  fiduciary  duties.  Plaintiffs seek, among other things,  an
injunction barring defendants from paying themselves management fees or expenses
not  expressly   authorized  by  the  Partnership   Agreement,   an  accounting,
disgorgement  of the  alleged  improperly  paid  fees and  expenses,  return  of
uninvested  capital  contributions,  counsel fees, and compensatory and punitive
damages.  Defendants believe that they have good and meritorious defenses to the
action,  and vigorously  deny any wrongdoing with respect to the alleged claims.
Defendants moved to dismiss the complaint and each claim for relief therein.  On
March 3, 1999, the New York Supreme Court issued an order  granting  defendants'
motion and dismissing plaintiffs' complaint in its entirety,  principally on the
grounds that the claims are  derivative  and  plaintiffs  lack standing to bring
suit because they failed to make a pre-litigation demand on the General Partner.
Plaintiffs  have both  appealed this order and moved,  inter alia,  for leave to
amend  their  complaint  in order  to  re-assert  certain  of  their  claims  as
derivative  claims on behalf of the  Partnership.  The appeal and the motion for
leave to amend are  pending.  Defendants  have not yet  responded to the appeal,
which is  being  adjourned  until  February  2000,  and have  served  papers  in
opposition to the plaintiffs' motion for leave to amend their complaint.

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 and nine  months  ended
September 30, 1999, the Partnership incurred approximately $30,000 and $111,000,
respectively,  for legal costs relating to such  indemnification.  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 $478,000 through
September 30, 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.

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

Liquidity and Capital Resources.

As  of  September  30,  1999,  Registrant  had  $10,517,680  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 nine months of 1999, the General Partner continued to
work to resolve  Registrant's  obligations  and  contingencies  relating  to its
former   investments.   As  of  September  30,  1999,   these   obligations  and
contingencies  amounted to approximately $1.7 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 three  and nine  months  ended  September  30,  1999 of
$461,199 and  $1,383,597,  respectively,  has 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.

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.  Defendants  have not yet  responded to the appeal,
which is  being  adjourned  until  February  2000,  and have  served  papers  in
opposition to the plaintiff's motion for leave to amend their complaint.

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 and nine  months  ended
September  30, 1999,  Registrant  incurred  approximately  $30,000 and $111,000,
respectively, for legal costs relating to such indemnification.  Such cumulative
costs amount to approximately $478,000 through September 30, 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.  Merrill Lynch & Co., Inc. has participated in and
continues to participate in numerous industry tests throughout the world.

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.

Three months ended September 30, 1999 and 1998.

Registrant  generated a net loss of  approximately  $387,000 in the three months
ended  September  30,  1999,  which was  comprised  of services  provided by the
General  Partner  of  approximately  $461,000  and  professional  fees and other
expenses of approximately $42,000, partially offset by interest and other income
of approximately $116,000.

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.

The  decrease  in net loss of  approximately  $2,000  from the  1998  period  is
primarily  attributable  to an increase  in  interest  income due to higher cash
balances at Registrant's  parent level for the 1999 period,  partially offset by
an increase in professional  fees and other expenses and an increase in services
provided by the General Partner.

Nine months ended September 30, 1999 and 1998.

Registrant  generated a net loss of approximately $1.3 million in the first nine
months of 1999, which was comprised of services  provided by the General Partner
of  approximately  $1.4  million  and  professional  fees and other  expenses of
approximately  $226,000,  partially  offset  by  interest  and  other  income of
approximately $341,000.

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  $1.4  million  and  professional  fees and other  expenses of
approximately  $207,000,  partially  offset by interest income of  approximately
$252,000.

The  decrease  in net loss of  approximately  $46,000  from the 1998  period  is
primarily  attributable  to an increase  in  interest  income due to higher cash
balances at Registrant's  parent level for the 1999 period,  partially offset by
an increase in professional  fees and other expenses and an increase in services
provided by the General Partner.

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 income,
excluding services provided by the General Partner,  was approximately  $75,000,
$115,000,  $64,000 and $46,000 for the three and nine months ended September 30,
1999 and the three and nine months ended September 30, 1998, respectively.

<PAGE>

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

As of September 30, 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
          motion  and   dismissing   plaintiffs'   complaint  in  its  entirety,
          principally  on  the  grounds  that  the  claims  are  derivative  and
          plaintiffs  lack  standing to bring suit because they failed to make a
          pre-litigation  demand on the General  Partner.  Plaintiffs  have both
          appealed  this order and moved,  inter alia,  for leave to amend their
          complaint in order to re-assert  certain of their claims as derivative
          claims on behalf of the  Partnership.  The  appeal  and the motion for
          leave to amend are pending.  Defendants  have not yet responded to the
          appeal,  which is being adjourned until February 2000, and have served
          papers in  opposition  to the  plaintiffs'  motion  for leave to amend
          their complaint.

          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 and nine months ended September
          30, 1999,  Registrant incurred  approximately $30,000 and $111,000 for
          legal  costs  relating  to such  indemnification,  respectively.  Such
          cumulative  costs amount to approximately  $478,000 through  September
          30, 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

<PAGE>

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 10, 1999       /s/ I. Martin Pompadur
                               ---------------------------------
                                   I. Martin Pompadur
                                   Director and President
                                  (principal executive officer
                                   of the Registrant)

Dated: November 10, 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: November 10, 1999      /s/ Kevin K. Albert
                              -------------------------------------
                                  Kevin K. Albert
                                  Director and President


Dated: November 10, 1999      /s/ James V. Caruso
                              -------------------------------------
                                  James V. Caruso
                                  Director and Executive Vice President


Dated: November 10, 1999      /s/ David G. Cohen
                              -------------------------------------
                                  David G. Cohen
                                  Director and Vice President

Dated: November 10, 1999      /s/ Robert J. Remick
                              -------------------------------------
                                  Robert J. Remick
                                  Treasurer
                                 (principal accounting officer and
                                  principal financial officer of the Registrant)