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, 1996

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, 1997,  10,248 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  operates as a business development company under the Investment
Company Act of 1940. The Partnership's investment objective is to seek long-term
capital appreciation by making venture capital investments in new and developing
companies  which  the  Managing  General  Partner  believes  offer   significant
long-term  growth  potential.   The  Partnership   considers  this  activity  to
constitute the single industry segment of venture capital investing.

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,  1996,  the
Partnership  had  invested  $9.3 million in 18  portfolio  investments  of which
approximately $5.8 million or 62.8% 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.



<PAGE>


The Venture Capital Investments

During 1996, the  Partnership  purchased  venture capital  investments  totaling
$151,000  in  three  existing   portfolio   companies.   From  August  14,  1989
(commencement  of operations) to December 31, 1996, the Partnership had invested
$9.3 million 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, it is anticipated that the
Partnership  will make additional  follow-on  investments in existing  portfolio
companies as required.  As of December 31, 1996,  the  Partnership's  investment
portfolio  consisted of ten active investments with a cost basis of $5.5 million
and a fair value of $10.5 million.  From its inception to December 31, 1996, the
Partnership  had  liquidated  investments  with an aggregate  cost basis of $3.8
million. These liquidated investments returned $3.9 million for a cumulative net
realized gain of $133,000 as of December 31, 1996.

In April 1996, the  Partnership  acquired an additional 9% promissory  note from
Americo Publishing, Inc. for $50,000.

In  October  1996,  the  Partnership   purchased  125,000  shares  of  Series  C
convertible participating preferred stock of Data Critical Corp. for $100,000.

In connection  with a reverse stock split effetced by ZymeTx,  Inc. in May 1996,
the  Partnership  exchanged its 21,052 shares of the company's  common stock for
18,315 common shares. The Partnership  purchased an additional  1,200,000 shares
of ZymeTx common stock in December 1996 for $1,200.

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.  There is no established public trading market
for the Units as of March 21, 1997. The  approximate  number of holders of Units
as of March  21,  1997 is  1,131.  The  Managing  General  Partner  and the four
Individual  General  Partners  of the  Partnership  also hold  interests  in the
Partnership.

The   Registrant's   partnership   agreement   contains   limitations   on   the
transferability of Units which are designed to prevent the Registrant from being
deemed  a  "publicly  traded  partnership"  ("PTP")  subject  to  taxation  as a
corporation.  Such agreement  provides that no purported transfer of a Unit will
be recognized if such  transfer,  together with all other  transfers  during the
same taxable year of the  Registrant,  would result in, among other things,  the
transfer of more than 5% of the Units (excluding exempt transfers such as gifts,
inheritances or transfers among family  members).  Through March 24, 1997, 4.01%
of the Units had been transferred during 1997 (excluding exempt transfers). As a
result, if and when transfers  (excluding exempt transfers) of Units during 1997
aggregate 5% of the Units, subsequent thereto no further transfers of Units will
be permitted during 1997 (except for exempt transfers).

Effective November 9, 1992, Registrant was advised that Merrill Lynch introduced
a new limited  partnership  secondary  service  available to its clients through
Merrill Lynch's Limited Partnership Secondary Transaction Department.

Beginning  with the  December  1994 client  account  statements,  Merrill  Lynch
implemented   new   guidelines  for  providing   estimated   values  of  limited
partnerships and other direct investments reported 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 guidelines,  estimated values for limited  partnership
interests  originally sold by Merrill Lynch (such as Registrant's Units) will be
provided two times per year to Merrill Lynch by independent  valuation services.
These  estimated  values  will be  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  statement,  and on (ii) March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statement of the same year.

The Managing  General  Partner's  estimate of net asset value as of December 31,
1996 is $1,035 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 fiscal  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  estimates  of value.  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 upon the
liquidation of the Registrant's assets over its remaining life.

On  November 7, 1996,  the  General  Partners  approved a cash  distribution  to
Partners totaling $517,576.  The cash distribution was paid on January 21, 1997.
Limited  Partners of record on December 31, 1996 received  $512,400,  or $50 per
Unit, and the General  Partners  received  $5,176.  During 1995, the Partnership
made cash  distributions to Partners totaling  $2,588,889.  The Limited Partners
received  $2,562,000,  or $250  per  Unit,  and the  General  Partners  received
$26,889.  There were no cash  distributions  to Partners  during the period from
August  14,  1989  (commencement  of  operations)  to  December  31,  1994.  The
information under the heading "Distributions"  contained in the section entitled
"Partnership Distributions and Allocations" on pages 35 and 36 of the Prospectus
is incorporated herein by reference.


<PAGE>


Item 6.       Selected Financial Data.

($ in thousands, except for per Unit information)
<TABLE>

                                                                           Years ended December 31,
                                                            1996          1995             1994           1993          1992
                                                          --------      ----------      ---------       --------      ------

<S>                                                       <C>           <C>             <C>             <C>           <C>       
Net investment loss                                       $   (373)     $     (289)     $    (143)      $   (159)     $    (110)

Realized gain (loss) on investments                            370           1,651           (272)        (1,043)             -

Net change in unrealized appreciation
(depreciation) of investments                                2,046            (950)         3,424           (388)         1,167

Total assets                                                11,427           9,317         11,472          8,483         10,063

Net unrealized appreciation of investments                   5,020           2,974          3,924            500            888

Cash distributions to Partners (paid & accrued)                518           2,589              -              -              -

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

Cost of portfolio investments purchased                        151             213          1,121          2,543          2,400

Cumulative cost of portfolio investments
purchased                                                    9,269           9,118          8,905          7,784          5,241

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

Net investment loss                                       $    (37)        $   (28)       $   (14)        $  (15)       $   (11)

Realized gain (loss) on investments                             36             159            (26)          (101)             -

Cash distributions to Partners                                  50             250              -              -              -

Cumulative cash distributions to Partners                      300             250              -              -              -

Net unrealized appreciation of investments                     485             287            379             48             86

Net asset value, including net unrealized
appreciation of investments                                  1,035             888          1,098            807            961
</TABLE>


<PAGE>


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

Liquidity and Capital Resources

As of December 31, 1996, the Partnership held $499,000 in short-term investments
with maturities of less than one year and $381,000 in an  interest-bearing  cash
account.  Interest  earned on such  investments for the years ended December 31,
1996, 1995 and 1994 was $36,000,  $47,000, and $40,000,  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 1996, the Partnership  made follow-on  investments  totaling  $151,200 in
three  existing  portfolio  companies.  The  Partnership  has fully invested its
original  net  proceeds  and  will not make  any  investments  in new  portfolio
companies.  Generally,  the Partnership will distribute to Partners all proceeds
received from the sale of portfolio  investments,  after an adequate reserve for
future operating expenses, as soon as practicable after receipt. Funds needed to
cover the Partnership's  future operating expenses and follow-on  investments in
existing  companies  is expected to be obtained  from  existing  cash  reserves,
interest and other  investment  income and  proceeds  from the sale of portfolio
investments.

In November 1996, the General Partners  approved a cash distribution to Partners
totaling  $517,576;  $512,400 or $50 per Unit to Limited  Partners and $5,176 to
the  General  Partners.  The  distribution  was paid in January  1997 to Limited
Partners  of  record  on  December  31,  1996.  Cumulative  cash  distributions,
including the distribution paid in January 1997, total $3,106,465; $3,074,400 or
$300 per Unit to Limited Partners and $32,065 to the General Partners.

Results of Operations

For the year ended  December 31, 1996, the  Partnership  had a net realized loss
from  operations of $2,400.  For the years ended December 31, 1995 and 1994, the
Partnership  had a net realized  gain from  operations of $1.4 million and a net
realized loss from  operations of $415,000,  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,  1996,  the  Partnership  had a net  realized  gain from  portfolio
investments of $370,000.  During the year,  Enerpro  International,  Inc. merged
with Energy Ventures,  Inc.  ("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 for
$738,000.  Additionally,  pursuant  to the  merger  agreement,  $72,000  of such
proceeds  is being  held in escrow,  the  release  of which is  contingent  upon
certain events.  The Partnership  recorded a reserve of $22,000 relating to such
contingencies and, therefore, recognized a $366,000 realized gain on a net basis
in  connection  with  this  transaction.   Additionally  during  the  year,  the
Partnership  sold 32,000  shares of  Envirogen,  Inc.  in the public  market for
$116,000, realizing a gain of $4,000.

For the year ended  December 31, 1995,  the  Partnership  had a $1.7 million net
realized gain from its portfolio investments.  In February 1995, the Partnership
sold its investment in BACE Manufacturing,  Inc., for $2.1 million,  realizing a
gain of $1.6 million.  In July 1995, the  Partnership  sold its 15,491 shares of
Eckerd  Corporation  common  stock for  $480,000,  realizing a gain of $337,000.
Additionally in September 1995, the Partnership sold its remaining 90,000 common
stock warrants of Envirogen for $39,000,  realizing a gain of $39,000.  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.

For the year ended  December  31,  1994,  the  Partnership  had a  $272,000  net
realized loss from its portfolio investments. In June 1994, the Partnership sold
10,000  common  stock  warrants of  Envirogen  in the public  market for $6,000,
realizing a gain of $6,000.  Additionally  during June 1994,  the  Partnership's
warrants to purchase common stock of C.R.  Anthony Company expired  unexercised,
resulting  in  a  realized  loss  of  $2,175.   During  1994,   Sports   Tactics
International, Inc. ceased operations. In connection with the liquidation of the
company,  the Partnership  received payments  totaling  $19,000,  resulting in a
realized  loss of $81,000 on its  investment  in the company.  Also during 1994,
Symex Corp.  ceased  operations  resulting in the write-off of the Partnership's
remaining  $146,000 debt investment in the company.  Finally,  in December 1994,
the Partnership sold its investment in QuanTem  Laboratories,  Inc. in a private
transaction for $26,000, realizing a loss of $49,000.

Investment Income and Expenses - For the years ended December 31, 1996, 1995 and
1994,  the  Partnership  had a net  investment  loss of  $373,000,  $289,000 and
$143,000,  respectively.  The $84,000  increase in net investment  loss for 1996
compared to 1995 resulted from a $100,000 decline in investment income partially
offset by a $16,000 decline in operating expenses for 1996 compared to 1995. The
decline in investment income primarily  resulted from the write-off of a $51,000
accrued  interest  receivable  relating  to  promissory  notes due from  Americo
Publishing,  Inc.,  which were fully reserved for in 1996. Also  contributing to
the  decline  in  investment  income was a $10,000  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  primarily  resulted  from a $12,000  decrease in  Independent  General
Partners  ("IGPs")  fees and  expenses  due to a  decline  in the  number of IGP
meetings held during 1996.

 The  $146,000  increase  in net  investment  loss  for 1995  compared  to 1994,
resulted from a $100,000 decline in investment  income and a $46,000 increase in
operating  expenses for 1995 compared to 1994. The decrease in investment income
primarily  was the result of a decrease in  interest  and  dividend  income from
portfolio investments. Interest from portfolio investments declined from $76,000
in 1994 to  $48,000 in 1995 due to a decline  in the  amount of  portfolio  debt
securities  outstanding  during  1995  compared  to  1994,  resulting  from  the
conversion or liquidation  of several  portfolio  debt  securities  during 1995.
Additionally,  dividend income  declined  $79,000 for 1995 compared to 1994. The
Partnership   received  $43,000  of  dividend  income  in  1994  from  its  BACE
Manufacturing  investment,  which was sold in February 1995.  Additionally,  the
Partnership received a $36,000 one-time dividend from Diagnetics,  Inc. in 1994.
The $46,000  increase in operating  expenses for 1995  compared to 1994 resulted
from a $53,000 increase in professional  fees and Independent  General Partners'
fees partially offset by a $7,000 decrease in other expenses.

The  Management  Company  performs,  or  arranges  for  others to  perform,  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, 1996, 1995 and 1994, was $200,000.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the year ended December 31, 1996, the  Partnership  had a $2.2
million 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 $194,000 from
unrealized  gain to realized gain resulting  from the sale of the  Partnership's
Enerpro and Envirogen securities as discussed above. As a result, net unrealized
appreciation of investments increased $2.0 million for 1996.

For the year ended  December  31,  1995,  the  Partnership  had a  $465,000  net
unrealized gain resulting from the net upward  revaluation of certain  portfolio
investments.  Additionally during 1995, $1.4 million was transferred to realized
gain  from  unrealized  gain  resulting  from  portfolio   investments  sold  or
written-off  during 1995, as discussed above. The $1.4 million net transfer from
unrealized gain to realized gain,  offset by the $465,000 addition to unrealized
gain  resulted  in  a  $950,000  decrease  to  net  unrealized  appreciation  of
investments for 1995.

For the year ended  December 31, 1994,  the  Partnership  had a $3.1 million net
unrealized gain primarily  resulting from the net upward  revaluation of certain
portfolio  investments,  primarily BACE  Manufacturing and Silverado Foods, Inc.
Additionally  during 1994,  $297,000 was  transferred  from  unrealized  loss to
realized  loss relating to portfolio  investments  sold and  written-off  during
1994, as discussed above. The $3.1 million  unrealized gain and the $297,000 net
transfer  from  unrealized  loss to realized  loss,  resulted in a $3.4  million
increase to net unrealized appreciation of investments for 1994.

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,  1996,  the  Partnership  had a $2.0  million
increase in net assets  resulting  from  operations,  primarily  due to the $2.0
million  increase in net  unrealized  appreciation  for 1996. As of December 31,
1996, the Partnership's net assets were $10.7 million, up $1.5 million from $9.2
million as of  December  31,  1995.  This  increase  reflects  the $2.0  million
increase in net assets from operations  exceeding the accrued cash  distribution
of $518,000 paid to Partners in January 1997.

As of December 31, 1995, the Partnership  had a $412,000  increase in net assets
resulting from operations,  comprised of the $1.4 million net realized gain from
operations   partially  offset  by  the  $950,000  net  decrease  in  unrealized
appreciation  for 1995. As of December 31, 1995,  the  Partnership's  net assets
were $9.2 million, down $2.2 million from $11.4 million as of December 31, 1994.
This decrease reflects the $2.6 million of cash  distributions  paid to Partners
during  1995  exceeding  the  $412,000  increase  in net assets  resulting  from
operations for 1995.

As of December  31,  1994,  the  Partnership's  net assets  were $11.4  million,
reflecting  an increase of $3.0  million from $8.4 million at December 31, 1993.
This increase reflects the $3.4 million increase in net unrealized  appreciation
of  investments  partially  offset  by  the  $415,000  net  realized  loss  from
operations for 1994.

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, 1996, 1995 and 1994 was $1,035, $888
and $1,098, respectively.

Summary of Changes to Net Assets for the Year Ended December 31, 1996

Portfolio  transactions  completed  during 1996,  resulted in a realized gain of
$370,161.   As  shown  below,  these  transactions   returned  $438,896  to  the
Partnership  and  increased  its net asset value for the year by  $393,265.  Net
upward revaluations of the Partnership's  remaining portfolio investments during
1996, further increased net asset value by $2,022,528.  The completed  portfolio
transactions and revaluations  increased the  Partnership's net asset value on a
net basis by $2,415,793  for 1996.  This  increase in net assets from  portfolio
transactions  for 1996 was offset by the  $372,550 net  investment  loss for the
year.
<TABLE>

                                                                                      Return/
                                                           Fair Value               Fair Value                  Effect on
Investment                                                at 12/31/95*              at 12/31/96                Net Assets

Sales for the year ended 12/31/96:
<S>                                                       <C>                     <C>                       <C>            
Enerpro                                                   $     350,000           $      716,212            $       366,212
Envirogen                                                        88,896                  115,949                     27,053
                                                          -------------           --------------            ---------------
Sub-total from sales                                    $       438,896           $      832,161                    393,265
                                                        ===============           ==============            ---------------

Revaluations for the year ended 12/31/96:
Americo                                                         232,000                        0                   (232,000)
C.R. Anthony                                                    600,191                1,293,990                    693,799
Data Critical                                                 1,500,000                1,500,000                          0
Diagnetics                                                      813,610                  406,805                   (406,805)
Envirogen                                                       327,804                  398,250                     70,446
Excel Energy Tech.                                              538,907                  166,602                   (372,305)
Independent Gas Co.                                             467,336                  467,336                          0
Silverado                                                     1,614,245                1,455,467                   (158,778)
UroCor                                                        2,378,812                4,328,394                  1,949,582
ZymeTx                                                            1,411                  480,000                    478,589
                                                                                                            ---------------
Sub-total from revaluations                                                                                       2,022,528
                                                                                                            ---------------
Sub-total from portfolio transactions                                                                             2,415,793

Net investment loss for the year ended 12/31/96                                                                    (372,550)
                                                                                                            ---------------

Net Change to Net Assets for the Year Ended 12/31/96                                           $            2,043,243
                                                                                               ======================
</TABLE>

* Adjusted for follow-on investments made during 1996.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.

                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
                                      INDEX

Independent Auditors' Report

Balance Sheets as of December 31, 1996 and 1995

Schedule of Portfolio Investments as of December 31, 1996

Schedule of Portfolio Investments as of December 31, 1995

Statements of Operations for the years ended December 31, 1996, 1995 and 1994

Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994

Statements of Changes in Partners' Capital for the years ended December 31, 
1994, 1995 and 1996

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, 1996 and 1995,  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, 1996. 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, 1996 and 1995 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, 1996 and
1995, 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,
1996 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$10,098,594  and  $8,345,312  as of December  31,  1996 and 1995,  respectively,
representing 94.2% and 90.8% 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 21, 1997



<PAGE>


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

<TABLE>

                                                                                                1996                 1995
                                                                                            --------------     ----------
ASSETS

Investments - Notes 2 and 9
   Portfolio investments, at fair value (cost $5,477,160 as of
<S>            <C> <C>      <C>                       <C> <C>                             <C>                   <C>            
      December 31, 1996 and $5,787,960 as of December 31, 1995)                           $     10,496,844      $     8,762,012
   Short-term investments, at amortized cost - Note 8                                              498,737              249,327
Cash and cash equivalents                                                                          380,685              261,310
Receivable from securities sold                                                                     50,528                    -
Accrued interest receivable                                                                              -               44,653
                                                                                          ----------------      ---------------

TOTAL ASSETS                                                                              $     11,426,794      $     9,317,302
                                                                                          ================      ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                                 $        517,576
Accounts payable                                                                                    84,160      $        39,353
Due to Management Company - Note 4                                                                  90,365               69,423
Due to Independent General Partners - Note 6                                                        15,500               15,000
                                                                                          ----------------      ---------------
   Total liabilities                                                                               707,601              123,776
                                                                                          ----------------      ---------------

Partners' Capital:
Managing General Partner                                                                            57,186               62,194
Individual General Partners                                                                          2,213                2,405
Limited Partners (10,248 Units)                                                                  5,640,110            6,154,875
Unallocated net unrealized appreciation of investments - Note 2                                  5,019,684            2,974,052
                                                                                          ----------------      ---------------
   Total partners' capital                                                                      10,719,193            9,193,526
                                                                                          ----------------      ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $     11,426,794      $     9,317,302
                                                                                          ================      ===============
</TABLE>


See notes to financial statements.


<PAGE>


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

Americo Publishing, Inc.
<C>                                                                           <C>           <C>                <C>             
8%-10% Promissory Demand Notes                                           Feb. 1994          $      364,000     $              0
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company(A)(C)
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)(D)
314,807 shares of Preferred Stock                                        April 1991                756,115              406,805
44,227 shares of Common Stock                                                                       57,495                    0
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)(E)
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)(F)
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)(G)
1,218,315 shares of Common Stock                                         July 1994                   1,411              480,000
-------------------------------------------------------------------------------------------------------------------------------
Totals(H)                                                                                   $    5,477,160     $     10,496,844
                                                                                            ===================================
</TABLE>

 (A) Public company

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

(C) During the year, C.R. Anthony Company common shares became listed securities
on the NASDAQ National Market System.

(D)  The Partnership received 22,814 common shares of Diagnetics,  Inc. as a 
     result of stock distributions made by the company in February and May 1996.
<PAGE>

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED
As of December 31, 1996


(E)  In September 1996, the Partnership sold 32,000 shares of Envirogen common 
     stock for $115,949, realizing a gain of $3,949.

(F)  In May 1996,  UroCor,  Inc. completed its initial public offering at $11.00
     per share. In connection with the offering,  the Partnership  exchanged its
     474,007 shares of preferred stock for 496,635 common shares of the company.

(G)  In connection  with a reverse stock split  effetced by ZymeTx,  Inc. in May
     1996, the Partnership  exchanged its 21,052 shares of the company's  common
     stock for 18,315 common  shares.  The  Partnership  purchased an additional
     1,200,000 shares of ZymeTx common stock in December 1996 for $1,200.

(H)  In May 1996, Enerpro  International,  Inc. was acquired by Energy Ventures,
     Inc. ("EVI"), a public company.  In exchange for its Enerpro holdings,  the
     Partnership  received  24,500 shares of EVI common stock. In June 1996, the
     Partnership  sold its EVI shares for $737,867,  of which $72,183 remains in
     escrow,  the  release  of which is  contingent  upon  certain  events.  The
     Partnership   has   recorded  a  reserve  of  $21,655   relating   to  such
     contingencies.

* 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, 1995
<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Americo Publishing, Inc.
<C>                                                                           <C>           <C>                 <C>            
10% Demand Promissory Note                                               Feb. 1994          $      225,000      $       112,500
8% Demand Promissory Note                                                                           30,000               15,000
9% Demand Promissory Notes                                                                          59,000               54,500
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company
275,317 shares of Common Stock                                           Oct. 1992                 600,191              600,191
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
637,500 shares of Preferred Stock                                        April 1993                600,000            1,050,000
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                785,753              785,753
21,413 shares of Common Stock                                                                       27,857               27,857
-------------------------------------------------------------------------------------------------------------------------------
Enerpro International, Inc.*
35,000 shares of Preferred Stock                                         Aug. 1993                 350,000              350,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
150,000 shares of Common Stock                                           Sept. 1991                525,000              416,700
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907              538,907
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            1,614,245
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.*
474,007 shares of Preferred Stock                                        May 1991                  921,305            2,370,035
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0                8,777
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(B)
21,052 shares of Common Stock                                            July 1994                     211                  211
-------------------------------------------------------------------------------------------------------------------------------

Totals                                                                                      $    5,787,960      $     8,762,012
                                                                                            ===================================
</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>

                                                                                 1996             1995               1994
                                                                            -------------     --------------    ---------

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                        <C>                  <C>             <C>            
   Interest from short-term investments                                    $       36,435       $     46,514    $        40,371
   Interest and other income (loss) from portfolio investments                    (41,709)            48,342             75,684
   Dividend income                                                                      -                  -             78,890
                                                                           --------------       ------------    ---------------
   Total investment income                                                         (5,274)            94,856            194,945
                                                                           ---------------      ------------    ---------------

   Expenses:

   Management fee - Note 4                                                        200,000            200,000            200,000
   Professional fees                                                               82,193             86,850             52,799
   Independent General Partners' fees - Note 6                                     60,183             72,245             52,826
   Mailing and printing                                                            16,392             17,483             18,566
   Amortization of deferred organizational costs - Note 2                               -                  -              5,964
   Custodial fees                                                                   5,735              5,938              6,664
   Miscellaneous                                                                    2,773              1,170              1,180
                                                                           --------------       ------------    ---------------
   Total expenses                                                                 367,276            383,686            337,999
                                                                           --------------       ------------    ---------------

NET INVESTMENT LOSS                                                              (372,550)          (288,830)          (143,054)

Net realized gain (loss) from investments                                         370,161          1,650,738           (271,775)
                                                                           --------------       ------------    ---------------

NET REALIZED GAIN (LOSS) FROM OPERATIONS
   (allocable to Partners) - Note 3                                                (2,389)         1,361,908           (414,829)

Net change in unrealized appreciation of investments                            2,045,632           (949,912)         3,424,316
                                                                           --------------       ------------    ---------------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                         $    2,043,243       $    411,996    $     3,009,487
                                                                           ==============       ============    ===============
</TABLE>



See notes to financial statements.


<PAGE>


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

<TABLE>

                                                                                   1996              1995             1994
                                                                              --------------    -------------     --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                           <C>               <C>               <C>           
Net investment loss                                                           $     (372,550)   $    (288,830)    $    (143,054)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Increase (decrease) in payables                                                       66,249           22,034           (20,226)
Amortization of deferred organizational costs                                              -                -             5,964
(Increase) decrease in accrued interest on short-term investments                     (4,880)             489                18
Decrease (increase) in receivables and other assets                                   44,653            5,866           (15,638)
                                                                              --------------    -------------     -------------
Cash used for operating activities                                                  (266,528)        (260,441)         (172,936)
                                                                              --------------    -------------     -------------

CASH FLOWS PROVIDED FROM (USED FOR)
   INVESTING ACTIVITIES

Cost of portfolio investments purchased                                             (151,200)        (212,807)       (1,121,489)
Proceeds from the sale of portfolio investments                                      781,633        2,684,017            25,113
Net return from (purchase of) short-term investments                                (244,530)         347,922           399,987
Repayment of investments in notes                                                          -                -           280,000
                                                                              --------------    -------------     -------------
Cash provided from (used for) investing activities                                   385,903        2,819,132          (416,389)
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Increase (decrease) in cash and cash equivalents                                     119,375          (30,198)         (589,325)
Cash and cash equivalents at beginning of period                                     261,310          291,508           880,833
                                                                              --------------    -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $      380,685    $     261,310     $     291,508
                                                                              ==============    =============     =============
</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, 1994, 1995 and 1996
<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, 1993          $   78,613       $  3,038       $   7,779,633(A)    $     499,648      $    8,360,932

Net investment loss                          (1,431)           (55)           (141,568)                  -            (143,054)

Net realized loss from investments           (2,718)          (105)           (268,952)                  -            (271,775)

Net change in unrealized
appreciation of investments                       -              -                   -           3,424,316           3,424,316
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1994              74,464          2,878           7,369,113(A)        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                             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
                                         ==========       ========       =============       =============      ==============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net appreciation of investments, was $1,035, $888 and
     $1,098 as of December 31,  1996,  1995 and 1994,  respectively.  Cumulative
     cash  distributions  paid to Limited  Partners,  including the accrued cash
     distribution paid in January 1997, totaled $300 per Unit as of December 31,
     1996.

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


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 $5.0
million as of December 31, 1996,  which was  recorded  for  financial  statement
purposes, was not recognized for tax purposes.  Additionally,  from inception to
December 31, 1996,  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.

Organizational  Costs -  Organizational  costs of $47,718 were  amortized over a
sixty-month period which commenced August 14, 1989.

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.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS

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.

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

On  November 7, 1996,  the  General  Partners  approved a cash  distribution  to
Partners totaling $517,576.  The cash distribution was paid on January 21, 1997.
Limited  Partners of record on December 31, 1996 received  $512,400,  or $50 per
Unit, and the General  Partners  received  $5,176.  Cash  distributions  paid or
accrued  during the periods  presented  and  cumulative  cash  distributions  to
Partners from the  inception of the  Partnership  through  December 31, 1996 are
listed below:
<TABLE>

                                                           General              Limited              Per $1,000
Distribution Date                                         Partners             Partners                 Unit

<S>   <C> <C>                                           <C>                 <C>                      <C>     
April 17, 1995                                          $         0         $    2,049,600           $    200
October 19, 1995                                             26,889                512,400                 50
January 21, 1997 (accrued as of 12/31/96)                     5,176                512,400                 50
                                                        -----------         --------------             ------

Cumulative totals as of December 31, 1996               $    32,065         $    3,074,400           $    300
                                                        ===========         ==============           ========
</TABLE>

8.     Short-Term Investments

As of  December  31,  1996 and 1995,  the  Partnership's  short-term  securities
consisted of the following investments 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
                                                                           ------------        ------------     ---------------

December 31, 1995:
Golden Managers Acceptance Corp.                5.70%         1/17/96      $    248,931        $    249,327     $       250,000
                                                                           ------------        ------------     ---------------
</TABLE>


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS


9.     Portfolio Investments

As of December 31, 1996,  the  Partnership's  investments  were  categorized  as
follows:
<TABLE>

                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      2,529,138             $     8,309,437                78%
Preferred Stock                                             2,584,022                   2,187,407                20%
Debt Securities                                               364,000                           0                 0%
                                                     ----------------             ---------------            -------
                                                     $      5,477,160             $    10,496,844                98%
                                                     ================             ===============            =======

Country/Geographic Region
Oklahoma                                             $      3,632,633             $     8,337,268                78%
Non-Oklahoma                                                1,844,527                   2,159,576                20%
                                                     ----------------             ---------------            -------
                                                     $      5,477,160             $    10,496,844                98%
                                                     ================             ===============            =======

Industry
Publishing                                           $        364,000             $             0                 0%
Retail - Apparel                                              600,191                   1,293,990                12%
Food Manufacturing + Distribution                             529,900                   1,455,467                14%
Energy/Natural Gas                                          1,133,743                     633,938                 6%
Data Communications                                           700,000                   1,500,000                14%
Environmental Technology                                      413,000                     398,250                 4%
Healthcare/Biotechnology                                      922,716                   4,808,394                44%
Measurement Instrumentation                                   813,610                     406,805                 4%
                                                     ----------------             ---------------            -------
                                                     $      5,477,160             $    10,496,844                98%
                                                     ================             ===============            =======
</TABLE>

* Percentage of net assets is based on fair value.


<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 45
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of February 25, 1997 (3)
Energy  consultant since 1991;  Assistant to the Governor of the State of 
Oklahoma from 1989 to 1991; an independent  natural gas marketing consultant 
since 1984; an oil and gas marketing manager for Trigg Drilling  Company,  Inc.,
a member of the State Bar of Texas;  a trustee of the Casady School.

Richard P. Miller (1)
7500 N. Mockingbird Lane
Paradise Valley, AZ  85253
Age 69
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of February 25, 1997 (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 49
Individual General Partner since 1995
0 Units of the Partnership beneficially owned as of February 25, 1997 (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 51
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of February 25, 1997 (3)
Since1992  President  of  New  Century   Management   Inc.,  a  venture  capital
     management  and  advisory  firm;  since  1991,  a  self-employed   business
     consultant;  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 44, 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 43, 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 41, Vice President Officer or Director since 1993 Vice
President of MLPF&S since 1986.

Michael E. Lurie, Age 53, 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 36
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  for which  subsidiaries of Merrill Lynch are the
     general partner.

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, 1996,  1995,  and 1994,  totaled  $60,183,  $72,245 and
$52,826, 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, 1996 the  Partnership  had a net realized  loss
from  operations of $2,389.  For the years ended December 31, 1995 and 1994, the
Partnership  had a net realized gain from  operations  of  $1,361,908  and a net
realized loss from operations of $414,829,  respectively. In accordance with the
Partnership's  allocation procedure,  the Managing General Partner was allocated
$24,  $13,619 and $4,149 of such gains and losses for the years  ended  December
31, 1996, 1995 and 1994, respectively.

In November 1996, the General Partners  approved a cash distribution to Partners
totaling $517,576.  Such distribution was paid in January 1997. 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 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  payable  quarterly  in  arrears.  The
management fee was $200,000 for each of the years ended December 31, 1996,  1995
and 1994.

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, 1996 and 1995

                      Schedule of Portfolio Investments as of December 31, 1996

                      Schedule of Portfolio Investments as of December 31, 1995

                      Statements of Operations for the years ended December 31, 
                      1996, 1995 and 1994

                      Statements of Cash Flows for the years ended December 31,
                      1996, 1995 and 1994

                      Statements of Changes in Partners' Capital for the years 
                      ended December 31, 1994, 1995 and 1996

                      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 27th day of March, 1997.


       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 27th day of March 1997.


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

By:    Merrill Lynch Venture Capital Inc.
       its General Partner

<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
By:    /s/   Kevin K. Albert                                      By:    /s/   Richard P. Miller
       -----------------------------------------------------             -----------------------
       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>