SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1997

OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from                   to
                             Commission file number 0-17198


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
===============================================================================
             (Exact name of registrant as specified in its charter)


Oklahoma                                                             73-1329487
=============================================================================
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

Meridian Tower, Suite 1060
5100 East Skelly Drive
Tulsa, Oklahoma                                                        74135
================================================================================
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (918) 663-2500

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class               Name of each exchange on which registered
       None                                           None

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
===============================================================================
                                (Title of class)


<PAGE>


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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 21, 1998,  10,243 units of limited  partnership  interest  ("Units")
were held by  non-affiliates of the Registrant.  There is no established  public
trading market for such Units.




                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the Prospectus of the Registrant  dated December 1, 1988, filed with
the Securities and Exchange  Commission,  as supplemented by a supplement  dated
April 25, 1989,  are  incorporated  by reference in Part I, Part II and Part III
hereof.


<PAGE>


                                     PART I
Item 1.       Business.

Formation

ML Oklahoma Venture  Partners,  Limited  Partnership  (the  "Partnership" or the
"Registrant") was organized under the Revised Uniform Limited Partnership Act of
the State of Oklahoma  on July 15,  1988.  MLOK Co.,  Limited  Partnership  (the
"Managing  General  Partner")  and four  individuals  (the  "Individual  General
Partners") are the general  partners of the  Partnership.  The Managing  General
Partner is an  Oklahoma  limited  partnership  in which  Merrill  Lynch  Venture
Capital Inc. (the "Management  Company") is the general partner.  The Management
Company is an indirect  subsidiary of Merrill Lynch & Co., Inc. and an affiliate
of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch").

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not engage in any other business or activity.  The Partnership is scheduled
to  terminate  on  December  31,  1998,  subject to the right of the  Individual
General Partners to extend the term for up to two additional two-year periods.

The  Partnership was organized as a "qualified  venture  capital  company" under
Oklahoma  law  and,   therefore,   was  required  to  invest  over  55%  of  its
capitalization in companies which constitute  "Oklahoma business  ventures",  as
that term is defined under Oklahoma law. Accordingly,  the Partnership's limited
partners (the "Limited  Partners")  were entitled to a credit against their 1989
Oklahoma state income tax in an amount equal to 20% of their original investment
in  the  Partnership.   From  its  inception  through  December  31,  1997,  the
Partnership  had  invested  $9,919,136  in 18  portfolio  investments  of  which
$6,478,342, or 65.31%, represents investments in Oklahoma business ventures.

The Partnership publicly offered, through Merrill Lynch, 25,000 units of limited
partnership interest at $1,000 per unit (the "Units"). The Units were registered
under the Securities  Act of 1933 pursuant to a  Registration  Statement on Form
N-2 (File No. 33-24547),  which was declared  effective on December 1, 1988. The
Partnership  completed  its offering on August 14, 1989. A total of 10,248 Units
were  sold  to  the  Limited  Partners.   Gross  capital  contributions  to  the
Partnership total $10,355,556;  $10,248,000 from the Limited Partners,  $103,556
from the  Managing  General  Partner  and  $4,000  from the  Individual  General
Partners.

The information set forth under the captions "Risk and Other Important  Factors"
(pages 11 through 18), "Investment Objective and Policies" (pages 21 through 26)
and  "Oklahoma  Considerations"  (pages 26 through 28) in the  Prospectus of the
Partnership  dated  December  1, 1988 filed  with the  Securities  and  Exchange
Commission  pursuant  to Rule  497(b)  under  the  Securities  Act of  1933,  as
supplemented by a supplement  dated April 25, 1989 filed pursuant to Rule 497(d)
under the Securities Act of 1933 (the  "Prospectus"),  is incorporated herein by
reference.

The Venture Capital Investments

During 1997, the Partnership  completed follow-on  investments totaling $650,000
in three existing  portfolio  companies.  From August 14, 1989  (commencement of
operations) to December 31, 1997, the Partnership had invested  $9,919,136 in 18
portfolio  companies.  The  Partnership  has now fully invested its original net
proceeds  from the  offering of Units and will not make  investments  in any new
portfolio  companies.  However,  the Partnership  may make additional  follow-on
investments  in existing  portfolio  companies as  required.  As of December 31,
1997,  the  Partnership's   investment   portfolio  consisted  of  eight  active
investments with a cost basis of $4,673,359 and a fair value of $7,697,927. From
its inception to December 31, 1997, the Partnership  had liquidated  investments
with an  aggregate  cost  basis  of  $5,245,777.  These  liquidated  investments
returned  $6,318,519  for a cumulative  net realized  gain of  $1,072,742  as of
December 31, 1997.  The  Partnership  also has earned  interest and other income
from its portfolio  investments totaling $391,889 from its inception to December
31, 1997. Following is a detail of portfolio activity during 1997:

      In October 1997, the Partnership  exercised a warrant to purchase  875,000
     shares of Data Critical Corp. common stock at an exercise price of $.40 per
     share and a total cost of $350,000.  Additionally,  in December  1997,  the
     Partnership  sold 100,000  shares of Data Critical  Corp.  common stock for
     $100,000, realizing a gain of $60,000.

     In December 1997, the Partnership  made a $50,000  follow-on  investment in
     Excel Energy Technologies, Ltd. acquiring a 15% promissory note.
     In December 1997, the Partnership made a $250,000 follow-on  investment in
     Silverado Foods, Inc. acquiring a 14% bridge loan and a warrant to purchase
     35,000  shares of common stock at $.625 per share  expiring on December 19,
     2002.

      On November 3, 1997,  ZymeTx,  Inc. completed its initial public offering.
     In connection  with the offering,  the company  effected a 1-for-4  reverse
     stock split resulting in an exchange of the Partnership's  1,218,315 shares
     of ZymeTx common stock for 304,579 shares.

     During 1997, the Partnership  sold its investment of 275,317 shares of C.R.
Anthony Company common stock for $2,184,292,  realizing a gain of $1,584,101. In
June 1997,  Diagnetics,  Inc.  sold its assets and  liquidated,  resulting  in a
return of $87,001 to the Partnership and a realized loss of $726,609.
Competition

The  Partnership  encounters  competition  from other  entities  having  similar
investment objectives,  including other entities affiliated with Merrill Lynch &
Co., Inc.  Primary  competition  for venture  capital  investments has been from
venture capital partnerships, venture capital affiliates of large industrial and
financial   companies,   small   business   investment   companies  and  wealthy
individuals.

Employees

The Partnership has no employees.  The Managing General Partner,  subject to the
supervision  of the  Individual  General  Partners,  manages  and  controls  the
Partnership's  venture capital investments.  The Management Company performs, or
arranges  for others to perform,  the  management  and  administrative  services
necessary for the operation of the  Partnership  and is responsible for managing
the Partnership's short-term investments.


<PAGE>


Item 2.       Properties.

The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.

The Partnership is not a party to any material pending legal proceedings.

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

No matter was submitted  during the fourth quarter of the fiscal year covered by
this report to a vote of security holders.


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

The  information  with  respect to the market for the Units set forth  under the
subcaption  "Substituted  Limited  Partners"  on page 40 of the  Prospectus,  is
incorporated herein by reference.  An established public market for Registrant's
Units  does not now exist,  and it is not  anticipated  that such a market  will
develop in the future. Accordingly,  accurate information as to the market value
of a Unit at any given date is not available.  The approximate number of holders
of Units as of March 21, 1998 is 1,071.  The  Managing  General  Partner and the
four Individual  General  Partners of the Partnership also hold interests in the
Partnership.

Beginning  with the  December  1994 client  account  statements,  Merrill  Lynch
implemented   new   guidelines  for  reporting   estimated   values  of  limited
partnerships  and other direct  investments on client account  statements.  As a
result,  Merrill Lynch no longer reports  general  partner  estimates of limited
partnership  net asset  value on its client  account  statements,  although  the
Registrant  may  continue  to provide  its  estimate  of net asset value to Unit
holders.  Pursuant to the new  guidelines,  Merrill Lynch will report  estimated
values for limited partnership  interests originally sold by Merrill Lynch (such
as  Registrant's  Units)  two times  per year.  Such  estimated  values  will be
provided to Merrill Lynch by independent  valuation  services based on financial
and other  information  available to the  independent  services on (i) the prior
August 15th for reporting on December  year-end and  subsequent  client  account
statements through the following May's month-end client account statements,  and
on (ii) March 31st for reporting on June month-end and subsequent client account
statements  through the November month-end client account statements of the same
year.

The Managing  General  Partner's  estimate of net asset value as of December 31,
1997 is $734  per  Unit,  including  an  assumed  allocation  of net  unrealized
appreciation  of investments.  The Managing  General  Partner's  estimate of net
asset  value  as set  forth  above  reflects  the  value  of  the  Partnership's
underlying  assets  remaining  at year end,  whereas  the value  provided by the
independent  services  reflects the  estimated  value of the  Partnership  Units
themselves based on information that was available on August 15th. Merrill Lynch
clients may contact their Merrill Lynch  Financial  Consultants or telephone the
number  provided  to them on  their  account  statements  to  obtain  a  general
description of the  methodology  used by the independent  valuation  services to
determine  their  estimated  values.   The  estimated  values  provided  by  the
independent services and the Registrant's current net asset value are not market
values and Unit  holders may not be able to sell their  Units or realize  either
amount upon a sale of their Units. In addition, Unit holders may not realize the
independent  estimated value or the Registrant's  current net asset value amount
upon the liquidation of Registrant's assets over its remaining life.

Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions to Partners from the inception of the Partnership through December
31, 1997 are listed below:

<TABLE>
                                                       Managing         Independent
                                                        General           General           Limited             Per $1,000
Distribution Date                                       Partner          Partners          Partners                Unit

<S>   <C> <C>                                        <C>                <C>            <C>                     <C>
April 17, 1995                                       $          0       $         0    $    2,049,600          $       200
October 19, 1995                                           25,889             1,000           512,400                   50
January 21, 1997                                            4,984               192           512,400                   50
July 1, 1997                                                5,370               208           512,400                   50
October 22, 1997                                           12,945               500         1,281,000                  125
                                                     ------------       -----------    --------------          -----------

Cumulative totals as of December 31, 1997            $     49,188       $     1,900    $    4,867,800          $       475
                                                     ============       ===========    ==============          ===========
</TABLE>


<PAGE>


Item 6.       Selected Financial Data.

($ in thousands, except for per Unit information)

<TABLE>
                                                                           Years ended December 31,
                                                            1997          1996             1995           1994          1993
                                                          --------      ----------      ---------       --------      ------

<S>                                                       <C>           <C>             <C>             <C>           <C>
Net investment loss                                       $   (251)     $     (373)     $    (289)      $   (143)     $    (159)

Net realized gain (loss) on investments                        939             370          1,651           (272)        (1,043)

Change in unrealized appreciation of investments            (1,995)          2,046           (950)         3,424           (388)

Total assets                                                 7,784          11,427          9,317         11,472          8,483

Net unrealized appreciation of investments                   3,025           5,020          2,974          3,924            500

Cash distributions to Partners                               1,812             518          2,589              -              -

Cumulative cash distributions to Partners                    4,919           3,107          2,589              -              -

Cost of portfolio investments purchased                        650             151            213          1,121          2,543

Cumulative cost of portfolio investments
purchased                                                    9,919           9,269          9,118          8,905          7,784

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

Net investment loss                                       $    (24)        $   (37)       $   (28)        $  (14)       $   (15)

Net realized gain (loss) on investments                         91              36            159            (26)          (101)

Cash distributions to Partners                                 175              50            250              -              -

Cumulative cash distributions to Partners                      475             300            250              -              -

Net unrealized appreciation of investments                     292             485            287            379             48

Net asset value, including net unrealized
appreciation of investments                                    734           1,035            888          1,098            807
</TABLE>


<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
          of Operations.

Liquidity and Capital Resources

As of December 31, 1997,  the  Partnership  held $85,653 in an  interest-bearing
cash  account.  Interest  earned on such  cash  balances  and  other  short-term
investments  for the years ended  December 31, 1997,  1996 and 1995 was $67,561,
$36,435, and $46,514, respectively.  Interest earned from short-term investments
in future periods is subject to  fluctuations  in short-term  interest rates and
changes in amounts available for investment in such securities.

During 1997, the Partnership  made follow-on  investments  totaling  $650,000 in
three  existing  portfolio  companies.  The  Partnership  has fully invested its
original net proceeds and will not make additional  investments in new portfolio
companies.  Generally,  the Partnership will distribute to Partners all proceeds
received from the sale of its portfolio  investments,  after an adequate reserve
for future  operating  expenses or follow-on  investments in existing  portfolio
companies,  as soon as  practicable  after  receipt.  Funds  needed to cover the
Partnership's  future operating  expenses and follow-on  investments in existing
companies are expected to be obtained from existing cash reserves,  interest and
other investment income and proceeds from the sale of portfolio investments.

During 1997, the Partnership  realized proceeds of $2.4 million from the sale of
certain portfolio  investments and, as a result,  made two cash distributions to
Partners totaling $1,812,423.  Limited Partners received $1,793,400, or $175 per
Unit, and the General Partners received $19,023.  Cumulative cash  distributions
to  Partners  from  inception  of the  Partnership  to  December  31, 1997 total
$4,918,888.  Limited  Partners  received  $4,867,800,  or $475 per Unit, and the
General Partners received $51,088.

Results of Operations

For the year ended  December 31, 1997, the  Partnership  had a net realized gain
from operations of $688,367. For the years ended December 31, 1996 and 1995, the
Partnership had a net realized loss from operations of $2,389 and a net realized
gain from operations of $1,361,908, respectively. Net realized gain or loss from
operations  is  comprised  of (1) net  realized  gains or losses from  portfolio
investments and (2) net investment  income or loss (interest and dividend income
less operating expenses).

Realized  Gains and  Losses  from  Portfolio  Investments  - For the year  ended
December 31,  1997,  the  Partnership  had a net  realized  gain from  portfolio
investments  of $939,317.  During 1997, the  Partnership  sold its investment of
275,317  shares of C.R.  Anthony  Company  common stock in the public market for
$2,184,292,  realizing a gain of $1,584,101.  In December 1997, the  Partnership
sold 100,000 shares of Data Critical Corp. common stock in a private transaction
for $100,000,  realizing a gain of $60,000. In June 1997, Diagnetics,  Inc. sold
its assets and  liquidated,  resulting in a return of $87,001 to the Partnership
and  a  realized  loss  of  $726,609.  Finally,  during  1997,  the  Partnership
recognized a gain of $21,825,  upon the receipt of the final  escrow  release in
connection with the 1996  acquisition of Enerpro  International,  Inc. by Energy
Ventures, Inc. ("EVI"), as discussed below.

For the year ended  December 31, 1996, the  Partnership  had a net realized gain
from portfolio investments of $370,161. In May 1996, Enerpro International, Inc.
merged  with  EVI,  a  public  company.  In  connection  with  the  merger,  the
Partnership received 24,500 shares of EVI common stock for its Enerpro holdings.
The Partnership  sold such shares in the public market during 1996 for $737,967.
Additionally,  pursuant to the merger  agreement,  $72,353 of such proceeds were
held in  escrow  and  released  in  1997,  as  discussed  above.  In  1996,  the
Partnership had recorded a contingency reserve of $21,825 relating to the escrow
holdings and,  therefore,  recognized a $366,212 realized gain on a net basis in
connection with this transaction. Additionally during 1996, the Partnership sold
32,000 shares of Envirogen, Inc. in the public market for $115,949,  realizing a
gain of $3,949.

For the year ended  December  31, 1995,  the  Partnership  had a $1,650,738  net
realized gain from its portfolio investments.  In February 1995, the Partnership
sold its investment in BACE  Manufacturing,  Inc., for  $2,138,475,  realizing a
gain of  $1,599,475.  In July 1995,  the  Partnership  sold its 15,491 shares of
Eckerd  Corporation  common  stock for  $479,911,  realizing a gain of $336,919.
Additionally in September 1995, the Partnership sold its remaining 90,000 common
stock warrants of Envirogen for $39,344,  realizing a gain of $39,344.  Finally,
in December 1995,  the  Partnership  wrote-off its $325,000  investment in Great
Outdoors Publishing Inc. due to continued business and financial difficulties at
the company.

Investment Income and Expenses - For the years ended December 31, 1997, 1996 and
1995,  the  Partnership  had a net  investment  loss of  $250,950,  $372,550 and
$288,830,  respectively.  The $121,600  decrease in net investment loss for 1997
compared to 1996  resulted from a $73,315  increase in  investment  income and a
$48,285  decline in  operating  expenses.  The  increase  in  investment  income
primarily  resulted  from an  increase of $31,126 in  interest  from  short-term
investments  due to an increase in funds available for such  investments  during
1997 compared to 1996. The Partnership  invests proceeds  received from the sale
of portfolio  investments in short-term securities until such funds are used for
operations  or  distributions  are made to Partners.  Also  contributing  to the
increase  in  investment  income was a $42,189  positive  change in income  from
portfolio investments,  primarily due to the 1996 write-off of a $51,106 accrued
interest  receivable  relating to promissory notes due from Americo  Publishing,
Inc., which were fully reserved for in 1996. The decrease in operating  expenses
for 1997  compared  to 1996  primarily  resulted  from a  $39,404  reduction  in
professional  fees. This reduction  primarily was due to the reversal in 1997 of
excess  professional  fee accruals made in prior  periods.  Custodial  fees also
declined primarily due to the reversal of excess accruals made in prior periods.

The $83,720  increase in net investment  loss for 1996 compared to 1995 resulted
from a  $100,130  decline in  investment  income  partially  offset by a $16,410
decline  in  operating  expenses  for 1996  compared  to 1995.  The  decline  in
investment  income  primarily  resulted  from the $51,106  write-off  of accrued
interest  receivable,  as discussed above.  Also  contributing to the decline in
investment income was a $10,079 decrease in interest from short-term investments
resulting from a reduction in funds  available for investment in such securities
during  1996.  The  reduction in  operating  expenses for 1996  compared to 1995
primarily  resulted from a $12,062  decrease in  Independent  General  Partners'
("IGPs")  fees and expenses due to a decline in the number of IGP meetings  held
during 1996.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
a minimum fee of $200,000  annually.  Such fee is determined and paid quarterly.
The  management  fee for each year ended  December 31, 1997,  1996 and 1995, was
$200,000.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the year ended December 31, 1997, the  Partnership  recorded a
$1,679,349  net unrealized  loss resulting from the net downward  revaluation of
certain portfolio investments. These downward revaluations primarily were due to
declines in the public market prices of Silverado Foods, Inc. and UroCor,  Inc.,
partially offset by an upward  revaluation of ZymeTx,  Inc., which completed its
initial public offering in November 1997. Additionally,  during 1997 there was a
net transfer of $315,767 from  unrealized  gain to realized gain  resulting from
sales  or  liquidations  of C.R.  Anthony,  Data  Critical  and  Diagnetics,  as
discussed  above.  As a  result,  net  unrealized  appreciation  of  investments
decreased $1,995,116 for 1997.

For the year ended December 31, 1996, the Partnership  recorded a $2,239,648 net
unrealized gain from its portfolio investments, primarily resulting from the net
upward  revaluation of certain portfolio  investments,  primarily UroCor,  Inc.,
which  completed  its  initial  public  offering  in May  1996.  Offsetting  the
unrealized  gain for 1996 was the net transfer of $194,016 from  unrealized gain
to realized gain  resulting  from the sale of Enerpro and Envirogen as discussed
above.  As a  result,  net  unrealized  appreciation  of  investments  increased
$2,045,632 for 1996.

For the year ended  December 31, 1995, the  Partnership  recorded a $464,602 net
unrealized gain resulting from the net upward  revaluation of certain  portfolio
investments.  Additionally  during 1995,  there was a net transfer of $1,414,514
from unrealized gain to realized gain resulting from portfolio  investments sold
or  written-off  during 1995, as discussed  above.  As a result,  net unrealized
appreciation of investments decreased $949,912 for 1995.

Net Assets - Changes to net assets  resulting  from  operations are comprised of
(1) net realized gains and losses and (2) changes to net unrealized appreciation
of portfolio investments.

For the year ended December 31, 1997, the Partnership had a $1,306,749  decrease
in net assets resulting from operations, comprised of the $1,995,116 decrease in
net unrealized  appreciation partially offset by the $688,367 realized gain from
operations for 1997. As of December 31, 1997, the  Partnership's net assets were
$7,600,021,  down  $3,119,172  from  $10,719,193  as of December 31, 1996.  This
decrease reflects the $1,306,749  decrease in net assets from operations and the
cash distributions of $1,812,423 paid to Partners during 1997.

For the year ended December 31, 1996, the Partnership had a $2,043,243  increase
in net  assets  resulting  from  operations,  primarily  due  to the  $2,045,632
increase in net unrealized  appreciation  for 1996. As of December 31, 1996, the
Partnership's net assets were  $10,719,193,  up $1,525,667 from $9,193,526 as of
December 31, 1995. This increase reflects the $2,043,243  increase in net assets
from  operations  exceeding  the accrued cash  distribution  of $517,576 paid to
Partners in January 1997.

As of December 31, 1995, the Partnership  had a $411,996  increase in net assets
resulting  from  operations,  comprised of the $1,361,908 net realized gain from
operations   partially  offset  by  the  $949,912  net  decrease  in  unrealized
appreciation  for 1995. As of December 31, 1995,  the  Partnership's  net assets
were $9,193,526,  down $2,176,893 from $11,370,419 as of December 31, 1994. This
decrease reflects the $2,588,889 of cash  distributions  paid to Partners during
1995 exceeding the $411,996 increase in net assets resulting from operations for
1995.

Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership  Agreement (see Note 3 of Notes
to Financial  Statements).  However,  for purposes of calculating  the net asset
value per unit of limited partnership interest,  net unrealized  appreciation or
depreciation  of  investments  has been included as if the net  appreciation  or
depreciation  had  been  realized  and  allocated  to the  Limited  Partners  in
accordance with the Partnership Agreement. Pursuant to such calculation, the net
asset value per $1,000 Unit at December 31, 1997, 1996 and 1995 was $734, $1,035
and $888, respectively.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
                                      INDEX

Independent Auditors' Report

Balance Sheets as of December 31, 1997 and 1996

Schedule of Portfolio Investments as of December 31, 1997

Schedule of Portfolio Investments as of December 31, 1996

Statements of Operations for the years ended December 31, 1997, 1996 and 1995

Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995

Statements of Changes in Partners' Capital for the years ended December 31,
1995, 1996 and 1997

Notes to Financial Statements

NOTE - All other  schedules  are omitted  because of the  absence of  conditions
under which they are required or because the required information is included in
the financial statements or the notes thereto.



<PAGE>


INDEPENDENT AUDITORS' REPORT


ML Oklahoma Venture Partners, Limited Partnership:

We have audited the accompanying balance sheets of ML Oklahoma Venture Partners,
Limited  Partnership (the  "Partnership"),  including the schedules of portfolio
investments,  as of December 31, 1997 and 1996,  and the related  statements  of
operations,  cash flows, and changes in partners'  capital for each of the three
years in the period ended December 31, 1997. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1997 and 1996 by correspondence
with the custodian;  where  confirmation  was not possible,  we performed  other
audit  procedures.  An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of the Partnership as of December 31, 1997 and
1996, and the results of its  operations,  its cash flows and the changes in its
partners'  capital for each of the three years in the period ended  December 31,
1997 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$4,424,331  and  $10,098,594  as of December  31,  1997 and 1996,  respectively,
representing 58.2% and 94.2% of net assets, respectively, whose values have been
estimated   by  the  Managing   General   Partner  in  the  absence  of  readily
ascertainable  market  values.  We  have  reviewed  the  procedures  used by the
Managing General Partner in arriving at its estimate of value of such securities
and have  inspected  underlying  documentation,  and, in the  circumstances,  we
believe  the  procedures  are  reasonable  and  the  documentation  appropriate.
However,  because of the inherent  uncertainty  of  valuation,  those  estimated
values may differ  significantly from the values that would have been used had a
ready market for the securities existed, and the differences could be material.


Deloitte & Touche LLP


New York, New York
February 24, 1998



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
December 31,


<TABLE>
                                                                                                1997                 1996
                                                                                            --------------     ----------
ASSETS

Investments
   Portfolio investments, at fair value (cost $4,673,359 as of
<S>            <C> <C>      <C>                       <C> <C>                             <C>                 <C>
      December 31, 1997 and $5,477,160 as of December 31, 1996)                           $      7,697,927    $      10,496,844
   Short-term investments, at amortized cost                                                             -              498,737
Cash and cash equivalents                                                                           85,653              380,685
Receivable from securities sold                                                                          -               50,528
Accrued interest receivable                                                                            480                    -
                                                                                          ----------------    -----------------

TOTAL ASSETS                                                                              $      7,784,060    $      11,426,794
                                                                                          ================    =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                                 $              -    $         517,576
Accounts payable                                                                                    60,068               84,160
Due to Management Company                                                                          108,971               90,365
Due to Independent General Partners                                                                 15,000               15,500
                                                                                          ----------------    -----------------
   Total liabilities                                                                               184,039              707,601
                                                                                          ----------------    -----------------

Partners' Capital:
Managing General Partner                                                                            45,754               57,186
Individual General Partners                                                                          1,771                2,213
Limited Partners (10,248 Units)                                                                  4,527,928            5,640,110
Unallocated net unrealized appreciation of investments                                           3,024,568            5,019,684
                                                                                          ----------------    -----------------
   Total partners' capital                                                                       7,600,021           10,719,193
                                                                                          ----------------    -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      7,784,060    $      11,426,794
                                                                                          ================    =================
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1997

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Americo Publishing, Inc.
<S><C>                                                                           <C>           <C>                 <C>
8%-10% Demand Promissory Notes                                           Feb. 1994          $      364,000      $             0
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)(C)
762,500 shares of Preferred Stock                                        April 1993                700,000            1,150,000
775,000 shares of Common Stock                                                                     310,000              620,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
118,000 shares of Common Stock                                           Sept. 1991                413,000              177,000
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)(D)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907               66,391
17 shares of Common Stock                                                                            2,500                    0
15% Promissory Note                                                                                 50,000               50,000
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.
464 shares of Preferred Stock                                            June 1993                 464,000              464,000
5,192 shares of Common Stock                                                                         3,336                3,336
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)(E)
705,681 shares of Common Stock                                           June 1992                 529,900              297,709
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
14% Bridge Loan                                                                                    250,000              250,000
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
496,635 shares of Common Stock                                           May 1991                  921,305            3,072,929
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               23,667
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)(F)
304,579 shares of Common Stock                                           July 1994                   1,411            1,522,895
-------------------------------------------------------------------------------------------------------------------------------

Total from Active Portfolio Investments(G)                                                  $    4,673,359      $     7,697,927
                                                                                            ===================================
</TABLE>

Supplemental Information: Liquidated Portfolio Investments(H)

<TABLE>
                                                      Liquidation                              Realized
Company                                                  Date               Cost              Gain (Loss)                Return
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>                   <C>                 <C>
Bace Manufacturing, Inc.                              1995            $       539,000       $    1,599,475      $     2,138,475
C.R. Anthony Company                                  1994-1997               602,366            1,581,926            2,184,292
Data Critical Corp.(B)                                1997                     40,000               60,000              100,000
Diagnetics, Inc.(B)                                   1997                    813,610             (726,609)              87,001

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS, continued
As of December 31, 1997

-------------------------------------------------------------------------------------------------------------------------------
Eckerd Corporation                                    1995            $       142,992       $      336,919      $       479,911
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.                                       1994-1996               112,000               49,290              161,290
Energy Ventures, Inc./Enerpro International, Inc.     1996                    350,000              388,037              738,037
Great Outdoors Publishing, Inc.(B)                    1995                    325,000             (325,000)                   0
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.                1995                        100                    0                  100
Quan Tem Laboratories, Inc.(B)                        1990-1994                89,000              (48,713)              40,287
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.(B)                              1994                    280,000                    0              280,000
-------------------------------------------------------------------------------------------------------------------------------
Sports Tactics International, Inc.                    1993-1994               450,000             (430,884)              19,116
-------------------------------------------------------------------------------------------------------------------------------
Symex Corporation(B)                                  1993-1994               838,899             (838,899)                   0
Tricon America Corporation(B)                         1990-1991               662,810             (572,800)              90,010

Totals from Liquidated Portfolio Investments                          $     5,245,777       $    1,072,742     $      6,318,519
                                                                      =========================================================

                                                                                            Combined Net               Combined
                                                                                           Unrealized and            Fair Value
                                                                            Cost            Realized Gain            and Return

Totals from Active & Liquidated Portfolio Investments                 $     9,919,136       $    4,097,310     $     14,016,446
                                                                      =========================================================
</TABLE>


(A)  Public company

(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.

 (C) In October 1997, the  Partnership  exercised a warrant to purchase  875,000
     shares of Data Critical Corp. common stock at an exercise price of $.40 per
     share and a total cost of $350,000.  Additionally,  in December  1997,  the
     Partnership  sold 100,000  shares of Data Critical  Corp.  common stock for
     $100,000, realizing a gain of $60,000.

(D)  In December 1997, the Partnership made a $50,000 follow-on  investment in
     Excel Energy  Technologies,  Ltd.  acquiring a 15% promissory note.

(E)  In December 1997, the Partnership made a $250,000  follow-on  investment in
     Silverado  Foods,  Inc.,  acquiring  a 14%  bridge  loan and a  warrant  to
     purchase  35,000  shares of common  stock at $.625  per share  expiring  on
     December 19, 2002.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS, continued
As of December 31, 1997


(F)  On November 3, 1997,  ZymeTx,  Inc.  completed its initial public offering.
     Additionally,  during 1997,  the company  effected a 1-for-4  reverse stock
     split.  As a result,  the  Partnership  exchanged its  1,218,315  shares of
     common stock for 304,579 shares.

 (G) During 1997, the Partnership  sold its investment of 275,317 shares of C.R.
     Anthony  Company  common  stock  for   $2,184,292,   realizing  a  gain  of
     $1,584,101. Additionally, in June 1997, the Partnership sold its investment
     in Diagnetics, Inc. for $87,001, realizing a loss of $726,609.

(H)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through December 31, 1997.


* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1996
<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Americo Publishing, Inc.
<S><C>                                                                           <C>           <C>                <C>
8%-10% Demand Promissory Notes                                           Feb. 1994          $      364,000     $              0
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company(A)
275,317 shares of Common Stock                                           Oct. 1992                 600,191            1,293,990
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
762,500 shares of Preferred Stock                                        April 1993                700,000            1,150,000
Warrant to purchase 875,000 shares of Common Stock
   at $.40 per share, expiring 10/6/97                                                                   0              350,000
-------------------------------------------------------------------------------------------------------------------------------
Diagnetics, Inc.(B)
314,807 shares of Preferred Stock                                        April 1991                756,115              406,805
44,227 shares of Common Stock                                                                       57,495                    0
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
118,000 shares of Common Stock                                           Sept. 1991                413,000              398,250
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907              166,602
17 shares of Common Stock                                                                            2,500                    0
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.
464 shares of Preferred Stock                                            June 1993                 464,000              464,000
5,192 shares of Common Stock                                                                         3,336                3,336
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)
705,681 shares of Common Stock                                           June 1992                 529,900            1,455,467
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.(A)(B)
496,635 shares of Common Stock                                           May 1991                  921,305            4,274,393
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               54,001
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc. (B)
1,218,315 shares of Common Stock                                         July 1994                   1,411              480,000
-------------------------------------------------------------------------------------------------------------------------------
Totals                                                                                      $    5,477,160     $     10,496,844
                                                                                            ===================================
</TABLE>

 (A) Public company

(B) Qualifies as an "Oklahoma business venture" under Oklahoma law.


* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Years Ended December 31,


<TABLE>
                                                                                 1997             1996               1995
                                                                            -------------     --------------    ---------

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                       <C>                 <C>                 <C>
   Interest from short-term investments                                   $        67,561     $       36,435      $      46,514
   Interest and other income (loss) from portfolio investments                        480            (41,709)            48,342
                                                                          ---------------     --------------      -------------
   Total investment income                                                         68,041             (5,274)            94,856
                                                                          ---------------     --------------      -------------

   Expenses:

   Management fee                                                                 200,000            200,000            200,000
   Professional fees                                                               42,789             82,193             86,850
   Independent General Partners' fees                                              60,947             60,183             72,245
   Mailing and printing                                                            14,486             16,392             17,483
   Custodial fees                                                                  (1,638)             5,735              5,938
   Miscellaneous                                                                    2,407              2,773              1,170
                                                                          ---------------     --------------      -------------
   Total expenses                                                                 318,991            367,276            383,686
                                                                          ---------------     --------------      -------------

NET INVESTMENT LOSS                                                              (250,950)          (372,550)          (288,830)

Net realized gain from investments                                                939,317            370,161          1,650,738
                                                                          ---------------     --------------      -------------

NET REALIZED GAIN (LOSS) FROM OPERATIONS
   (allocable to Partners)                                                        688,367             (2,389)         1,361,908

Net change in unrealized appreciation of investments                           (1,995,116)         2,045,632           (949,912)
                                                                          ---------------     --------------      -------------

NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                                                 $    (1,306,749)    $    2,043,243      $     411,996
                                                                          ===============     ==============      =============
</TABLE>



See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,


<TABLE>
                                                                                   1997              1996             1995
                                                                              --------------    -------------     --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                           <C>               <C>               <C>
Net investment loss                                                           $     (250,950)   $    (372,550)    $    (288,830)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

(Decrease) increase in payables                                                       (5,986)          66,249            22,034
Decrease (increase) in accrued interest on short-term investments                      5,276           (4,880)              489
(Increase) decrease in receivables and other assets                                     (480)          44,653             5,866
                                                                              --------------    -------------     -------------
Cash used for operating activities                                                  (252,140)        (266,528)         (260,441)
                                                                              --------------    -------------     -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Cost of portfolio investments purchased                                             (650,000)        (151,200)         (212,807)
Proceeds from the sale of portfolio investments                                    2,443,646          781,633         2,684,017
Net return from (purchase of) short-term investments                                 493,461         (244,530)          347,922
                                                                              --------------    -------------     -------------
Cash provided from investing activities                                            2,287,107          385,903         2,819,132
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions paid to Partners                                               (2,329,999)               -     (2,588,889)
                                                                              --------------    -------------     ----------

(Decrease) increase in cash and cash equivalents                                    (295,032)         119,375           (30,198)
Cash and cash equivalents at beginning of year                                       380,685          261,310           291,508
                                                                              --------------    -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                      $       85,653    $     380,685     $     261,310
                                                                              ==============    =============     =============
</TABLE>





See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December  31, 1995, 1996 and 1997
<TABLE>
                                                                                              Unallocated
                                         Managing        Individual                         Net Unrealized
                                          General          General           Limited         Appreciation
                                          Partner         Partners          Partners        of Investments           Total

<S>                    <C> <C>           <C>              <C>            <C>                 <C>                <C>
Balance as of December 31, 1994          $   74,464       $  2,878       $   7,369,113       $   3,923,964      $   11,370,419

Cash distribution, paid
April 17, 1995                                    -              -          (2,049,600)                  -          (2,049,600)

Cash distribution, paid
October 19, 1995                            (25,889)        (1,000)           (512,400)                  -            (539,289)

Net investment loss                          (2,888)          (111)           (285,831)                  -            (288,830)

Net realized gain from investments           16,507            638           1,633,593                   -           1,650,738

Net change in unrealized
appreciation of investments                       -              -                   -            (949,912)           (949,912)
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1995              62,194          2,405           6,154,875(A)        2,974,052           9,193,526

Accrued cash distribution, paid
January 21, 1997                             (4,984)          (192)           (512,400)                  -            (517,576)

Net investment loss                          (3,726)          (143)           (368,681)                  -            (372,550)

Net realized gain from investments            3,702            143             366,316                   -             370,161

Net change in unrealized
appreciation of investments                       -              -                   -           2,045,632           2,045,632
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1996              57,186          2,213           5,640,110(A)        5,019,684          10,719,193

Cash distribution, paid
July 1, 1997                                 (5,370)          (208)           (512,400)                  -            (517,978)

Cash distribution, paid
October 22, 1997                            (12,945)          (500)         (1,281,000)                  -          (1,294,445)

Net investment loss                          (2,510)           (97)           (248,343)                  -            (250,950)

Net realized gain from investments            9,393            363             929,561                   -             939,317

Net change in unrealized
appreciation of investments                       -              -                   -          (1,995,116)         (1,995,116)
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1997          $   45,754       $  1,771       $   4,527,928(A)    $   3,024,568      $    7,600,021
                                         ==========       ========       =============       =============      ==============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed  allocation of net appreciation of investments,  was $734,  $1,035,
     and $888 as of December 31, 1997, 1996 and 1995,  respectively.  Cumulative
     cash  distributions  paid to Limited  Partners  totaled $475 per Unit as of
     December 31, 1997.

See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS

1.       Organization and Purpose

ML Oklahoma Venture Partners, Limited Partnership (the "Partnership") was formed
on July 15, 1988 under the Revised Uniform Limited  Partnership Act of the State
of Oklahoma.  The  Partnership's  operations  commenced on August 14, 1989. MLOK
Co., Limited  Partnership,  the managing general partner of the Partnership (the
"Managing General Partner"),  is an Oklahoma limited  partnership formed on July
15, 1988,  the general  partner of which is Merrill Lynch  Venture  Capital Inc.
(the "Management Company"), an indirect subsidiary of Merrill Lynch & Co., Inc.

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not  engage  in any  other  business  or  activity.  The  Partnership  will
terminate on December 31, 1998,  subject to the right of the Individual  General
Partners to extend the term for up to two additional two-year periods.

2.       Significant Accounting Policies

Valuation of Investments - Short-term  investments are carried at amortized cost
which approximates  market.  Portfolio  investments are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the Individual  General  Partners.  The Managing General Partner  determines the
fair value of its portfolio investments by applying consistent  guidelines.  The
fair value of public  securities is adjusted to the closing  public market price
for the last trading day of the accounting  period less an appropriate  discount
for sales  restrictions,  the size of the Partnership's  holdings and the public
market trading volume.  Private securities are carried at cost until significant
developments  affecting  a  portfolio  investment  provide a basis for change in
valuation.  The fair  value of  private  securities  is  adjusted  1) to reflect
meaningful  third-party  transactions  in the  private  market or 2) to  reflect
significant  progress or slippage in the  development of the company's  business
such that cost is no  longer  reflective  of fair  value.  As a venture  capital
investment fund, the Partnership's  portfolio  investments involve a high degree
of  business  and  financial  risk that can result in  substantial  losses.  The
Managing  General Partner  considers such risks in determining the fair value of
the Partnership's portfolio investments.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investment  Transactions - Investment  transactions  are recorded on the accrual
method.  Portfolio  investments  are  recorded on the trade  date,  the date the
Partnership  obtains an  enforceable  right to demand the  securities or payment
therefor.  Realized  gains and  losses on  investments  sold are  computed  on a
specific identification basis.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, continued


Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the Partners for  inclusion  in their  respective  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from  its  net  assets  for  tax  purposes.   Net  unrealized   appreciation  of
approximately  $3.0  million as of December  31,  1997,  which was  recorded for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception to December 31,  1997,  other timing  differences
totaling $1.0 million relating to the original sales  commissions paid and other
costs of selling  the Units have been  recorded on the  Partnership's  financial
statements but have not yet been deducted for tax purposes.

Statements of Cash Flows - The Partnership  considers its interest-bearing  cash
account to be cash equivalents.

3.       Allocation of Partnership Profits and Losses

Pursuant to the Partnership Agreement,  profits from venture capital investments
are allocated to all Partners in proportion to their capital contributions until
all  Partners  have  been  allocated  a  10%  Priority  Return  from  liquidated
investments.  Profits in excess of this amount are allocated 30% to the Managing
General  Partner  and  70%  to all  Partners  in  proportion  to  their  capital
contributions  until the Managing  General Partner has been allocated 20% of the
total profits from venture capital investments. Thereafter, profits from venture
capital investments are allocated 20% to the Managing General Partner and 80% to
all Partners in proportion to their  capital  contributions.  Profits from other
sources  are   allocated  to  all  Partners  in   proportion  to  their  capital
contributions.

Losses  are   allocated  to  all  Partners  in   proportion   to  their  capital
contributions. However, if profits had been previously allocated in the 70-30 or
80-20  ratios as discussed  above,  then losses will be allocated in the reverse
order in which profits were allocated.

4.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at an  annual  rate of 2.5%  of the  gross  capital
contributions   to  the   Partnership,   reduced  by  selling   commissions  and
organizational   and  offering   expenses  paid  by  the  Partnership,   capital
distributed and realized losses, with a minimum annual fee of $200,000. Such fee
is determined and paid quarterly.

5.       Limitation on Operating Expenses

The Management Company has undertaken to the Partnership that it will reduce its
management  fee or otherwise  reimburse  the  Partnership  in order to limit the
annual operating  expenses of the Partnership,  exclusive of the management fee,
to an amount equal to $203,720.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, continued



6.       Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent   General   Partners   receives   $16,000   annually  in   quarterly
installments,  $1,000 for each meeting of the General Partners attended,  $1,000
for each committee  meeting attended ($500 if a committee meeting is held on the
same day as a meeting of the General  Partners)  and $500 for  meetings  held by
telephone conference.

7.       Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions to Partners from the inception of the Partnership through December
31, 1997 are listed below:


<TABLE>
                                                       Managing         Independent
                                                        General           General           Limited             Per $1,000
Distribution Date                                       Partner          Partners          Partners                Unit

<S>   <C> <C>                                        <C>                <C>            <C>                     <C>
April 17, 1995                                       $          0       $         0    $    2,049,600          $       200
October 19, 1995                                           25,889             1,000           512,400                   50
January 21, 1997                                            4,984               192           512,400                   50
July 1, 1997                                                5,370               208           512,400                   50
October 22, 1997                                           12,945               500         1,281,000                  125
                                                     ------------       -----------    --------------          -----------

Cumulative totals as of December 31, 1997            $     49,188       $     1,900    $    4,867,800          $       475
                                                     ============       ===========    ==============          ===========
</TABLE>


8.       Short-Term Investments

The  Partnership  held no  short-term  securities as of December 31, 1997. As of
December  31, 1996 the  Partnership's  short-term  securities  consisted  of the
following investment in commercial paper:



<TABLE>
                                                            Maturity          Purchase          Amortized
Issuer                                           Yield        Date              Price             Cost             Face Value

December 31, 1996:
<S>                                             <C>           <C>  <C>     <C>                 <C>              <C>
Korean Development Bank                         5.35%         1/17/97      $    493,461        $    498,737     $       500,000
                                                                           ------------        ------------     ---------------
</TABLE>



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS, continued


9.       Portfolio Investments

As  of  December  31,  1997,  the  Partnership's   portfolio   investments  were
categorized as follows:
<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      2,181,452             $     5,717,536                75.23%
Preferred Stock                                             1,827,907                   1,680,391                22.11%
Debt Securities                                               664,000                     300,000                 3.95%
                                                     ----------------             ---------------            ----------
                                                     $      4,673,359             $     7,697,927               101.29%
                                                     ================             ===============            ==========

Country/Geographic Region
Oklahoma                                             $      3,429,023             $     7,053,591                92.81%
Non-Oklahoma                                                1,244,336                     644,336                 8.48%
                                                     ----------------             ---------------            ----------
                                                     $      4,673,359             $     7,697,927               101.29%
                                                     ================             ===============            ==========

Industry
Publishing                                           $        364,000             $             0                 0.00%
Food Manufacturing & Distribution                             779,900                     547,709                 7.21%
Energy/Natural Gas                                          1,183,743                     583,727                 7.68%
Data Communications                                         1,010,000                   1,770,000                23.29%
Environmental Technology                                      413,000                     177,000                 2.33%
Healthcare/Biotechnology                                      922,716                   4,619,491                60.78%
                                                     ----------------             ---------------            ----------
                                                     $      4,673,359             $     7,697,927               101.29%
                                                     ================             ===============            ==========
</TABLE>

* Represents fair value as a percentage of net assets.


10.      Subsequent Event

During the first quarter of 1998, the Partnership sold 40,000 common shares of
Envirogen,  Inc. for $56,924,  realizing a loss of $83,076.


<PAGE>



Item 9.       Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure.

None


                                    PART III


Item 10.      Directors and Executive Officers of the Registrant.

The Partnership

GENERAL PARTNERS

The General Partners of the Partnership  consist of the four Individual  General
Partners  and the  Managing  General  Partner.  The five  General  Partners  are
responsible  for  the  management  and  administration  of the  Partnership.  As
required by the  Investment  Company Act of 1940 (the "1940 Act"), a majority of
the General Partners must be individuals who are not "interested persons" of the
Partnership  as defined in the 1940 Act. In 1989,  the  Securities  and Exchange
Commission  issued an order declaring that the independent  general  partners of
the  Partnership  (the  "Independent  General  Partners")  are  not  "interested
persons" of the Partnership as defined in the 1940 Act solely by reason of their
being general partners of the Partnership.  The Managing General Partner and the
four  Individual  General  Partners  will serve as the  General  Partners of the
Partnership   until   successors  have  been  elected  or  until  their  earlier
resignation or removal.

The Individual  General  Partners have full authority over the management of the
Partnership  and provide overall  guidance and  supervision  with respect to the
operations  of the  Partnership  and perform the various  duties  imposed on the
directors of business  development  companies under the 1940 Act. In addition to
general fiduciary duties, the Individual  General Partners,  among other things,
supervise the management  arrangements  of the Partnership and the activities of
the Managing General Partner.

The Managing  General  Partner has  exclusive  power and authority to manage and
control  the  Partnership's   venture  capital   investments,   subject  to  the
supervision of the Individual  General  Partners.  Additionally,  subject to the
supervision of the Individual General Partners,  the Managing General Partner is
authorized to make all decisions  regarding the  Partnership's  venture  capital
investment portfolio including,  among other things, find, evaluate,  structure,
monitor  and  liquidate  such  investments  and to  provide,  or arrange for the
provision of,  managerial  assistance  to the  portfolio  companies in which the
Partnership invests.



<PAGE>


Individual General Partners

William C. Liedtke, III (1)
P.O. Box 54369
Oklahoma City, OK 73154
Age 46
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 21, 1998 (3)
Since 1997, Chief Executive  Officer of Redeco Energy,  Inc.; from 1996 to 1997,
     Chief Operating  Officer of Redex Co. Ventures,
     Ltd.; from 1991 to 1996, Energy consultant; from 1989 to 1991, Assistant to
     the Governor of the State of Oklahoma;  since 1984, an independent  natural
     gas  marketing  consultant;  an oil and gas  marketing  manager  for  Trigg
     Drilling Company, Inc.; a member of the State Bar of Texas.

Richard P. Miller (1)
7500 N. Mockingbird Lane
Paradise Valley, AZ  85253
Age 70
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 21, 1998 (3)
Since1988 Director of Techlaw,  Inc.; since 1995, President of Paice Corp.; from
     1983 to 1990,  Executive Vice President of Private Sector Counsel;  in 1983
     and 1984, Vice President, Corporate Finance, Union Bank of California; from
     1968 to 1983, founder and Chief Executive Officer of Systems Control Inc.

George A. Singer (1)
2222 E. 25th Place
Tulsa, OK  74114
Age 50
Individual General Partner since 1995
0 Units of the Partnership beneficially owned as of March 21, 1998 (3)
Since 1978, Manager and Principal of Singer Bros. and General Partner of several
      related family entities;  since 1978,  Executive
     Vice  President,  Pedestal  Oil  Company,  Inc.;  since  1981,  Director of
     Manchester  Pipeline  Corporation;  a member of the  Independent  Petroleum
     Association of America.

Bruce W. Shewmaker (2)
12 Briarwood Drive
Short Hills, NJ 07078
Age 52
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 21, 1998 (3)
SinceJanuary 1997,  President and CEO of The U.S. Russia  Investment  Fund; from
     1991 to 1996,  President of New Century Management,  Inc., a venture caital
     management and advisory firm; from 1990 to 1991, venture investment advisor
     with Vector  Securities  International,  Inc., an  investment  banking firm
     specializing  in health care  companies;  from 1984 to 1990,  President  of
     Merrill  Lynch  R&D  Management,  Inc.,  from 1982 to 1983 and from 1988 to
     1990, Vice President of Merrill Lynch Venture Capital, Inc.
(1)  Independent General Partner and Member of Audit Committee.
(2)  Interested  person,  as  defined  in the  Investment  Company  Act,  of the
Partnership.
(3)  Each Individual  General  Partner has contributed  $1,000 to the capital of
     the Partnership. Mr. Shewmaker is a limited partner of the Managing General
     Partner  of the  Partnership.  The  Managing  General  Partner  contributed
     $103,556 to the capital of the  Partnership.  George A. Singer succeeded to
     the interest of a prior Independent  General Partner who contributed $1,000
     to the capital of the Partnership.

The Managing General Partner

MLOK Co.,  Limited  Partnership  (the "Managing  General  Partner") is a limited
partnership  organized on July 15, 1988 under the laws of the State of Oklahoma.
The Managing General Partner maintains its legal address at Meridian Tower, 5100
East Skelly Drive, Suite 1060, Tulsa, OK 74135. The Managing General Partner has
acted as the managing  general partner of the Partnership  since the Partnership
commenced operations on August 14, 1989. The Managing General Partner is engaged
in no other activity.  The Managing General Partner has contributed  $103,556 to
the  capital  of  the  Partnership,   equal  to  1%  of  the  aggregate  capital
contributions of all Partners of the Partnership.

The general  partner of the Managing  General  Partner is Merrill  Lynch Venture
Capital Inc. (the "Management Company") and the limited partners of the Managing
General  Partner  include  Joe  D.  Tippens,  C.  James  Bode  and  John  Frick,
independent  contractors to the Management Company.  Information  concerning the
Management Company is set forth below.

The Management Company

Merrill Lynch Venture Capital Inc. (the "Management  Company") has served as the
management   company  for  the  Partnership  since  the  Partnership   commenced
operations.  The Management Company performs, or arranges for others to perform,
the management and  administrative  services  necessary for the operation of the
Partnership  pursuant to a Management  Agreement between the Partnership and the
Management Company.

The  Management  Company is an indirect  subsidiary of Merrill Lynch & Co., Inc.
The Management Company, which was incorporated under Delaware law on January 25,
1982, maintains its principal office at North Tower, World Financial Center, New
York, New York 10281-1326.  Listed below is information concerning the directors
and officers of the Management  Company,  who are principally  involved with the
Partnership's  operations.  Unless  otherwise  noted,  the  address of each such
person is World Financial Center, North Tower, New York, New York 10281.

Kevin K. Albert, Age 45, Director, President
Officer or Director since 1990
Managing Director of Merrill Lynch & Co. Investment  Banking Division  ("MLIBK")
      since 1988; Vice President of MLIBK from 1983 to  1988.


<PAGE>


Robert F. Aufenanger, Age 44, Director and Executive Vice President
Officer or Director since 1990
Vice President  of Merrill  Lynch & Co.  Corporate  Credit and  Director  of the
     Partnership  Management  Group since  1991;  Director of MLIBK from 1990 to
     1991; Vice President of MLIBK from 1984 to 1990.

Steven N. Baumgarten, Age 42, Vice President Officer or Director since 1993 Vice
President of MLPF&S since 1986.

Michael E. Lurie, Age 54, Director, Vice President
Officer or Director since 1995
     First Vice President of Merrill Lynch & Co.  Corporate  Credit and Director
of the Asset Recovery Management Department, joined Merrill Lynch in 1970. Prior
to his present  position,  Mr. Lurie was the Director of Debt and Equity Markets
Credit  responsible for the global  allocation of credit limits and the approval
and structuring of specific  transactions  related to debt and equity  products.
Mr. Lurie also served as Chairman of the Merrill Lynch International Bank Credit
Committee.

Diane T. Herte
Vice President and Treasurer
Age 37
Officer or Director since 1995
Vice President of Merrill  Lynch & Co.  Investment  Banking Group since 1996 and
     previously an Assistant  Vice  President of Merrill  Lynch & Co.  Corporate
     Credit  Group  since  1992,  joined  Merrill  Lynch  in 1984.  Ms.  Herte's
     responsibilities  include controllership and financial management functions
     for certain  partnerships  and other  entities  for which  subsidiaries  of
     Merrill Lynch are the general partner, manager and administrator.

The directors of the Management  Company will serve as directors  until the next
annual  meeting of  stockholders  and until  their  successors  are  elected and
qualify.  The officers of the Management Company will hold office until the next
annual  meeting of the Board of  Directors of the  Management  Company and until
their successors are elected and qualify.

There are no family  relationships  among any of the Individual General Partners
of the Partnership and the officers and directors of the Management Company.

The Management  Company has arranged for Palmeri Fund  Administrators,  Inc., an
independent  administrative services company, to provide administrative services
to the  Partnership.  Fees for such services are paid directly by the Management
Company.

Item 11.      Executive Compensation.

Compensation - The Partnership pays each  Independent  General Partner an annual
fee of $16,000 in quarterly  installments,  $1,000 per meeting of the Individual
General Partners  attended and $500 for participating in each special meeting of
the Individual General Partners conducted by telephone  conference call and pays
all non-interested  Individual General Partners' actual  out-of-pocket  expenses
relating to  attendance  at  meetings.  Additionally,  the  Independent  General
Partners receive $1,000 for each meeting of the Audit Committee  attended unless
such  committee  meeting is held on the same day as a meeting of the  Individual
General  Partners.  In such case, the Independent  General Partners receive $500
for each  meeting  of the  Audit  Committee  attended.  The  aggregate  fees and
expenses paid by the  Partnership to the  Independent  General  Partners for the
years ended December 31, 1997,  1996,  and 1995,  totaled  $60,947,  $60,183 and
$72,245, respectively.

Allocations and  Distributions - The information  with respect to the allocation
and distribution of the Partnership's profits and losses to the Managing General
Partner set forth under the caption "Partnership  Distributions and Allocations"
on pages 35 - 37 of the Prospectus is incorporated herein by reference.

For the year ended  December 31, 1997, the  Partnership  had a net realized gain
from operations of $688,367. For the years ended December 31, 1996 and 1995, the
Partnership had a net realized loss from operations of $2,389 and a net realized
gain  from  operations  of  $1,361,908,  respectively.  In  accordance  with the
Partnership's  allocation procedure,  the Managing General Partner was allocated
$6,883,  $24 and $13,619 of such gains and losses for the years  ended  December
31, 1997, 1996 and 1995, respectively.

During  1997,  the  Partnership  made cash  distributions  to Partners  totaling
$1,812,423.  Limited  Partners  received  $1,793,400,  or  $175  per  Unit.  The
Individual  General  Partners  received  $708 and the Managing  General  Partner
received  $18,315.  During 1996,  the  Partnership  made cash  distributions  to
Partners totaling $517,576. Limited Partners received $512,400, or $50 per Unit.
The Individual  General Partners  received $192 and the Managing General Partner
received  $4,984.  During  1995,  the  Partnership  made cash  distributions  to
Partners totaling $2,588,889.  Limited Partners received $2,562,000, or $250 per
Unit. The Individual  General Partners  received $1,000 and the Managing General
Partner received $25,889.  There were no distributions paid to Partners prior to
1995.

Management Fee - Pursuant to the Management  Agreement,  the Management  Company
receives  a  management  fee at the  annual  rate of 2.5% of the  amount  of the
Partners'  gross  capital   contributions   (net  of  selling   commissions  and
organizational  and  offering  expenses  paid by the  Partnership),  reduced  by
capital  distributed and realized  capital losses,  with a minimum annual fee of
$200,000.  Such fee is determined and paid quarterly in arrears.  The management
fee was $200,000 for each of the years ended December 31, 1997, 1996 and 1995.

The  Management  Company has agreed to reduce its  management  fee, or otherwise
reimburse the Partnership in order to limit the annual operating expenses of the
Partnership, exclusive of the management fee, to an amount equal to $203,720.

Item 12.      Security Ownership of Certain Beneficial Owners and Management.

The  information  concerning the security  ownership of the  Individual  General
Partners set forth in Item 10 under the subcaption "Individual General Partners"
is incorporated herein by reference. As of March 21, 1997, no person or group is
known by the  Partnership to be the  beneficial  owner of more than 5 percent of
the Units.

The Partnership is not aware of any arrangement which may, at a subsequent date,
result in a change of control of the Partnership.


<PAGE>



Item 13.      Certain Relationships and Related Transactions.

Kevin K.  Albert,  a Director  and  President  of the  Management  Company and a
Managing  Director of Merrill Lynch  Investment  Banking  Group ("ML  Investment
Banking"),  joined Merrill Lynch in 1981.  Robert F. Aufenanger,  a Director and
Executive Vice President of the Management  Company, a Vice President of Merrill
Lynch & Co.  Corporate  Credit  and a  Director  of the  Partnership  Management
Department, joined Merrill Lynch in 1980. Steven N. Baumgarten, a Vice President
of the Management  Company and MLPF&S,  joined Merrill Lynch in 1986. Michael E.
Lurie,  a Director and Vice President of the  Management  Company,  a First Vice
President of Merrill Lynch & Co.  Corporate Credit and the Director of the Asset
Recovery Management Department,  joined Merrill Lynch in 1970. Diane T. Herte, a
Vice President and Treasurer of the  Management  Company and a Vice President of
Merrill Lynch & Co.  Investment  Banking  Group,  joined  Merrill Lynch in 1984.
Messrs. Albert, Aufenanger, Lurie and Baumgarten and Ms. Herte are involved with
certain other entities affiliated with Merrill Lynch or its affiliates.

Item 14.      Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

(a)           1.      Financial Statements

                      Independent Auditors' Report

                      Balance Sheets as of December 31, 1997 and 1996

                      Schedule of Portfolio Investments as of December 31, 1997

                      Schedule of Portfolio Investments as of December 31, 1996

                      Statements of Operations for the years ended December 31,
                         1997, 1996 and 1995

                      Statements of Cash Flows for the years ended December 31,
                         1997, 1996 and 1995

                      Statements of Changes in Partners' Capital for the years
                         ended December 31, 1995, 1996 and 1997

                      Notes to Financial Statements

              2.  (a) Exhibits

                      (3)        (a) Amended and Restated Certificate of Limited
                                 Partnership  of  the  Partnership  dated  as of
                                 November 29, 1988.*

                            (b)  Amended  and  Restated   Agreement  of  Limited
                                 Partnership  of  the  Partnership  dated  as of
                                 November 29, 1988.*

                            (c)  Amended  and  Restated   Agreement  of  Limited
                                 Partnership  of  the  Partnership  dated  as of
                                 August 14, 1989.**

                      (10)       Management  Agreement  dated as of November 29,
                                1988 between the  Partnership and the Management
                                 Company.*

                      (27)       Financial Data Schedule.

                      (28)       (a)   Prospectus  of  the   Partnership   dated
                                 December 1, 1988 filed with the  Securities and
                                 Exchange  Commission  pursuant  to Rule 497 (b)
                                 under   the   Securities   Act  of   1933,   as
                                 supplemented  by a  supplement  dated April 25,
                                 1989 filed  pursuant  to Rule 497 (d) under the
                                 Securities Act of 1933.***

(b) No reports on Form 8-K have been filed during the quarter for which this
     report is filed.



*      Incorporated by reference to the Partnership's Annual Report on Form 10-K
       for the fiscal year ended December 31, 1988 filed with the Securities and
       Exchange Commission on April 3, 1989.

**     Incorporated by reference to the  Partnership's  Quarterly Report on Form
       10-Q for the quarter ended  September 30, 1989 filed with the  Securities
       and Exchange Commission on November 14, 1989.

***    Incorporated by reference to the  Partnership's  Quarterly Report on Form
       10-Q for the quarter ended March 31, 1989 filed with the  Securities  and
       Exchange Commission on May 15, 1989.


<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 on the 30th day of March, 1998.


       ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

By:    MLOK Co. Limited Partnership
       its Managing General Partner

By:    Merrill Lynch Venture Capital Inc.
       its General Partner


By:    /s/   Kevin K. Albert
       Kevin K. Albert
       President
       (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on the 30th day of March 1998.


By:    MLOK Co., Limited Partnership
       its Managing General Partner

By:    Merrill Lynch Venture Capital Inc.
       its General Partner

<TABLE>

By:    /s/   Kevin K. Albert                                      By:    /s/   Richard P. Miller
       -----------------------------------------------------             -----------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
       Kevin K. Albert                                                   Richard P. Miller
       President of Merrill Lynch Venture Capital, Inc.                  General Partner
       (Principal Executive Officer)                                     ML Oklahoma Venture Partners, Limited Partnership


By:    /s/   Diane T. Herte                                       By:    /s/   George A. Singer
       Diane T. Herte                                                    George A. Singer
       V. P. & Treasurer of Merrill Lynch Venture Capital, Inc.          General Partner
       (Principal Financial and Accounting Officer)                      ML Oklahoma Venture Partners, Limited Partnership


By:    /s/   William C. Liedtke, III                              By:    /s/   Bruce W. Shewmaker
       William C. Liedtke, III                                           Bruce W. Shewmaker
       General Partner                                                   General Partner
       ML Oklahoma Venture Partners, Limited Partnership          ML Oklahoma Venture Partners, Limited Partnership
</TABLE>