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
                                  June 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 June 30, 1999 (Unaudited) and
 December 31, 1998 (Unaudited)

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


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


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


Notes to Consolidated Financial Statements for the six months ended
 June 30, 1999 (Unaudited)


<PAGE>
<TABLE>
<CAPTION>

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


<S>                                                    <C>               <C>                      <C>
                                                                            June 30,               December 31,
                                                       Notes                  1999                     1998
                                                       -----               -----------             ------------

ASSETS:
Cash and cash equivalents                                                $  10,378,028            $  10,152,858
Interest and other receivables
                                                                                38,784                   37,403
Other assets                                                                         -                   89,191
                                                                         -------------            -------------
TOTAL ASSETS                                                             $  10,416,812            $  10,279,452
                                                                         =============            =============
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
   Accounts payable and accrued liabilities
                                                                         $   2,168,820            $   2,071,911
                                                                         -------------            -------------
Total Liabilities                                                            2,168,820                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
                                                                            30,495,541               29,573,143
Transfer from General Partner to Limited partners
                                                                           (30,427,305)             (29,514,131)
Cumulative cash distributions                                                 (362,496)                (362,496)
Cumulative loss                                                               (622,195)                (613,376)
                                                                         -------------            -------------
                                                                               102,973                  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                                                      30,427,305               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                                                            (61,597,452)             (60,724,324)
                                                                         -------------            -------------
                                                                             8,145,019                8,104,973
                                                                         -------------            -------------
Total Partners' Capital                                                      8,247,992                8,207,541
                                                                         -------------            -------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                  $  10,416,812            $  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 SIX MONTHS ENDED
                                                   JUNE 30, 1999 (UNAUDITED)
                                                 AND JUNE 30, 1998 (UNAUDITED)


<S>                                        <C>                   <C>                     <C>                    <C>
                                                    Three Months                                   Six Months
                                                    ------------                                   ----------
                                              June 30,              June 30,               June 30,               June 30,
                                                1999                  1998                   1999                   1998
                                           -------------         -------------           -------------          -------------

Interest and other income
                                           $     114,873         $      83,856           $     224,092          $     166,537
                                           -------------         -------------           -------------          -------------
Partnership Operating Expenses:

   Professional fees and other                    59,364               129,287                 183,641                185,415

   Services provided by the
     General Partner                             461,199               453,490                 922,398                906,980
                                           -------------         -------------           -------------           ------------

                                                 520,563               582,777               1,106,039              1,092,395
                                           -------------         -------------           -------------           ------------
NET LOSS                                   $    (405,690)        $    (498,921)          $    (881,947)          $   (925,858)
                                           =============         =============           =============           ============

Per Unit of Limited Partnership
   Interest:

NET LOSS                                   $       (3.58)        $       (4.40)          $       (7.79)          $      (8.17)
                                           =============         =============           =============           ============
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 SIX MONTHS ENDED
                                                 JUNE 30, 1999(UNAUDITED)
                                               AND JUNE 30, 1998(UNAUDITED)


<S>                                                                       <C>                     <C>
                                                                              June 30,               June 30,
                                                                                1999                   1998
                                                                          ---------------         --------------
Cash flows from operating activities:

Net loss                                                                  $      (881,947)        $     (925,858)

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

  Services provided by the General
   Partner                                                                        922,398                906,980

Changes in operating assets and liabilities:

  Interest and other receivables                                                   (1,381)                13,251

  Other assets                                                                     89,191                      -

  Accounts payable and accrued
   liabilities                                                                     96,909               (122,805)
                                                                          ---------------         --------------

Net cash provided by/(used in) operating activities                               225,170               (128,432)
                                                                          ---------------         --------------

Net increase/(decrease) in cash and
 cash equivalents                                                                 225,170               (128,432)

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

Cash and cash equivalents at end
 of period                                                                $    10,378,028         $   13,195,859
                                                                          ===============         ==============

</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 SIX MONTHS ENDED JUNE 30, 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                                                         (8,819)                   (873,128)              (881,947)

Additional capital contributions                                922,398                           -                922,398


Transfer from General Partner to
  Limited partners                                             (913,174)                    913,174                      -
                                                           ------------                ------------          -------------

Partners' Capital as of June 30, 1999                      $    102,973                $  8,145,019          $   8,247,992
                                                           ============                ============          =============

</TABLE>

See Notes to Consolidated Financial Statements (Unaudited).


<PAGE>


                       ML MEDIA OPPORTUNITY PARTNERS, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 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 June 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 six months ended June 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  June  30,  1999,  the  Partnership  had  $10,378,028  in  cash  and  cash
equivalents.

During the first half of 1999, the General Partner  continued to work to resolve
the  Partnership's   obligations  and  contingencies   relating  to  its  former
investments.  As of June 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 six  months  ended  June 30,  1999 of  $461,199  and
$922,398  respectively,  and for the three and six months ended June 30, 1998 of
$453,490  and  $906,980,  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, 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 six months ended June
30,  1999,  the  Partnership   incurred   approximately   $53,000  and  $81,000,
respectively,  for legal costs relating to such  indemnification.  For the three
and six months  ended June 30,  1998,  the  Partnership  incurred  approximately
$115,000  and  $165,000   respectively,   for  legal  costs   relating  to  such
indemnification.  Such cumulative costs amount to approximately $448,000 through
June 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 June 30, 1999, Registrant had $10,378,028 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 half of 1999, the General Partner  continued to work
to resolve  Registrant's  obligations and  contingencies  relating to its former
investments.  As of June 30, 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 three and six months ended June 30, 1999 of $461,199 and
$922,398,  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, 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 six months ended June
30, 1999, Registrant incurred  approximately $53,000 and $81,000,  respectively,
for legal costs relating to such  indemnification.  Such cumulative costs amount
to approximately $448,000 through June 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.

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.

Three months ended June 30, 1999 and 1998.

Registrant  generated a net loss of  approximately  $406,000 in the three months
ended June 30, 1999,  which was  comprised  of services  provided by the General
Partner of approximately  $461,000 and  professional  fees and other expenses of
approximately  $59,000,  partially  offset  by  interest  and  other  income  of
approximately $115,000.

Registrant  generated a net loss of  approximately  $499,000 in the three months
ended June 30, 1998,  which was  comprised  of services  provided by the General
Partner of approximately  $453,000,  and professional fees and other expenses of
approximately  $129,000,  partially  offset  by  interest  and  other  income of
approximately $84,000.

The  decrease  in net loss of  approximately  $93,000  from the 1998  period  is
primarily  attributable  to a decrease in  professional  fees and an increase in
interest  income due to higher cash  balances  at the Parent  level for the 1999
period.

Six months ended June 30, 1999 and 1998.

Registrant  generated  a net loss of  approximately  $882,000  in the  first six
months of 1999, which was comprised of services  provided by the General Partner
of  approximately   $922,000  and  professional   fees  and  other  expenses  of
approximately  $184,000,  partially  offset  by  interest  and  other  income of
approximately $224,000.

Registrant  generated  a net loss of  approximately  $926,000  in the  first six
months of 1998, which was comprised of services  provided by the General Partner
of  approximately   $907,000  and  professional   fees  and  other  expenses  of
approximately  $185,000,  partially  offset  by  interest  and  other  income of
approximately $167,000.

The  decrease  in net loss of  approximately  $44,000  from the 1998  period  is
primarily  attributable  to an increase  in  interest  income due to higher cash
balances  at the  Parent  level  for the 1999  period,  partially  offset  by 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/(loss),   excluding  services  provided  by  the  General  Partner,   was
approximately  $56,000,  $40,000,  $(45,000) and $(19,000) for the three and six
months  ended June 30,  1999 and the three and six months  ended June 30,  1998,
respectively.



<PAGE>



Item 3.  Quantitative and Qualitative Disclosure About Market
                  Risk

As of June 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,  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 six months ended June 30, 1999  Registrant  incurred
                  approximately  $53,000 and $81,000 for legal costs relating to
                  such   indemnification.   Such  cumulative   costs  amount  to
                  approximately $448,000 through June 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: August 11, 1999          /s/ I. Martin Pompadur
                                ------------------------------------------------
                                    I. Martin Pompadur
                                    Director and President
                                   (principal executive officer
                                    of the Registrant)

Dated: August 11, 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: August 11, 1999          /s/ Kevin K. Albert
                                ------------------------------------------------
                                    Kevin K. Albert
                                    Director and President


Dated: August 11, 1999         /s/ James V. Caruso
                               -------------------------------------------------
                                   James V. Caruso
                                   Director and Executive Vice President


Dated: August 11, 1999        /s/ David G. Cohen
                              --------------------------------------------------
                                  David G. Cohen
                                  Director and Vice President

Dated: August 11, 1999       /s/ Robert J. Remick
                             ---------------------------------------------------
                                 Robert J. Remick
                                 Treasurer
                                (principal accounting officer and
                                 principal financial officer
                                 of the Registrant)