SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

[ X ]    Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999

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

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          (Exact name of registrant as specified in its charter)


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

10830 E. 45th Street, Suite 307
Tulsa, Oklahoma                                                        74146
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(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

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                                (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 15, 2000,  10,243 units of limited  partnership  interest  ("Units")
were held by  non-affiliates of the Registrant.  There is no established  public
trading market for such Units.

                       DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                             Amendment to Form 10-K

                      For the year ended December 31, 1999

The Annual Report of ML Oklahoma Venture Partners,  Limited  Partnership on Form
10-K for the year  ended  December  31,  1999,  filed  with the  Securities  and
Exchange Commission on March 30, 2000 is hereby amended as follows:

Due to a clerical error, the date of the Independent Auditors' Opinion, included
in Item 8 of Part II, was  previously  filed as February 29, 2000 and dual dated
as March 3, 2000 with respect to Note 9. Such dual date is hereby  amended to be
March 24, 2000 with respect to Note 9.


<PAGE>


                                     PART I

Item 1.       Business.
              --------

Formation

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 Managing  General  Partner and four  individuals  (the  "Individual  General
Partners") are the general partners of the Partnership.

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  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 that constitute  "Oklahoma  business  ventures",  as
that term is defined under Oklahoma law. Accordingly,  the Partnership's limited
partners (the "Limited  Partners") were entitled to an income tax credit against
their 1989 Oklahoma state income tax in an amount equal to 20% of their original
investment  in the  Partnership.  From its  inception to December 31, 1999,  the
Partnership  had  invested  $9,973,054  in  portfolio   investments,   of  which
$6,532,260, or 65.5%, represented 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;  including $10,248,000 from the Limited Partners,
$103,556  from the  Managing  General  Partner  and $4,000  from the  Individual
General Partners.

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

The Venture Capital Investments

From its inception to December 31, 1999, the Partnership had invested $9,973,054
in 17 portfolio  companies.  The Partnership has fully invested its original net
proceeds  from the  offering of Units and will not make  investments  in any new
portfolio  companies.  However,  the Partnership  may make additional  follow-on
investments in existing portfolio companies,  if required.  The Partnership made
no new or follow-on investments during the year ended December 31, 1999.

As of December 31, 1999, the  Partnership's  investment  portfolio  consisted of
four  active  investments  with  a  cost  of  $1,935,622  and a  fair  value  of
$7,528,215.  During the year ended December 31, 1999, the Partnership liquidated
certain portfolio investments,  realizing a net return of $1,286,568,  resulting
in a net realized gain of $596,806.  Portfolio  investments sold and written-off
during  1999  and  other  transactions  effecting  the  Partnership's  portfolio
investments during 1999 are listed below:

o           In November 1999,  Data Critical Corp.  completed its initial public
            offering  ("IPO") at $10.00 per share. As a result of the conversion
            of its  preferred  stock  holdings  into common  stock and a reverse
            stock split  completed in connection  with the IPO, the  Partnership
            now owns 553,125 shares of Data Critical common stock.

o           In March 1999,  the  Partnership  wrote-off the remaining  cost of a
            bridge  loan due from  Silverado  Foods,  Inc.,  realizing a loss of
            $228,740. Additionally, the Partnership's warrant to purchase 12,121
            common shares of Silverado at $8.25 per share,  expired  unexercised
            on June 2, 1999.

o           During 1999, the Partnership sold 200,000 common shares of UroCor,
            Inc.for $1,011,203, realizing a gain of $550,779.

o           In September 1999, the Partnership sold 149,579 common shares of
            ZymeTx, Inc. for $268,267, realizing a gain of $267,669.

o           In February 1999, the Partnership  received $4,909,  representing an
            escrow release  payment in connection with the February 1995 sale of
            Bace  Manufacturing,  Inc.  The payment was  comprised of a realized
            gain of $3,898 and interest of $1,011.

o           In December 1999, the Partnership received $3,200 in connection with
            the  1998  sale of  Excel  Energy  Technologies,  Ltd.  The  payment
            resulted in a realized gain for the full amount.

From its  inception  through  December 31, 1999,  the  Partnership  had fully or
partially  sold  or  wrote-off  investments  with an  aggregate  cost  basis  of
$8,037,432. These liquidated investments returned $9,470,752 to the Partnership,
resulting in a net realized gain of $1,433,320.  Additionally,  the  Partnership
earned interest,  dividend and other income from its venture capital investments
totaling $398,756 from inception to December 31, 1999.

Subsequent to December 31, 1999 and through March 24, 2000, the Partnership sold
an additional 225,700 common shares of UroCor for $1,343,840,  which will result
in a realized gain of $1,053,724 for the first quarter of 2000.  Also subsequent
to December 31, 1999, the Partnership  sold its remaining  130,000 common shares
of ZymeTx for $325,004, which will result in a realized gain of $324,484 for the
first quarter of 2000.

Termination

In November 1998, the  Individual  General  Partners voted to extend the term of
the  Partnership  for an additional  two-year  period.  The  Partnership  is now
scheduled to terminate no later than December 31, 2000. The  Individual  General
Partners have the right to extend the term of the  Partnership for an additional
two-year period if they determine that such extension is in the best interest of
the  Partnership.  However,  the  Managing  General  Partner is  working  toward
liquidating the  Partnership's  remaining assets and terminating the Partnership
as soon as practicable with the goal of maximizing returns to partners.

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.  Competition  has also been from foreign  investors  and from large
industrial  and  financial  companies  investing  directly  rather than  through
venture capital  affiliates.  The Partnership was frequently a co-investor  with
other professional  venture capital investors and these relationships  generally
had expanded the Partnership's access to investment  opportunities.  However, as
discussed above, the Partnership will not make any new portfolio investments.

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 is responsible
for the management and  administrative  services  necessary for the operation of
the Partnership including managing the Partnership's short-term investments.

Item 2.       Properties.
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The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.
              -----------------

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

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

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

                                     PART II

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

The  information  with  respect to the market for the Units set forth  under the
subcaption  "Substituted  Limited  Partners"  on page 40 of the  Prospectus,  is
incorporated herein by reference.  An established public market for Registrant's
Units  does not now exist,  and it is not  anticipated  that such a market  will
develop in the future. Accordingly,  accurate information as to the market value
of a Unit at any given date is not available.  The approximate number of holders
of Units as of March 15, 2000 is 1,049.  The  Managing  General  Partner and the
four Individual  General  Partners of the Partnership also hold interests in the
Partnership.

Merrill Lynch has implemented  guidelines pursuant to which it reports estimated
values for limited partnership  interests originally sold by Merrill Lynch (such
as the  Registrant's  Units) two times per year.  Such estimated  values will be
provided to Merrill Lynch by independent  valuation  services based on financial
and other  information  available to the  independent  services on (i) the prior
August 15th for reporting on December  year-end and  subsequent  client  account
statements through the following May's Month-End client account statements,  and
on (ii) the prior March 31st for  reporting  on June  month-end  and  subsequent
client  account   statements  through  the  November  month-end  client  account
statements of the same year.

The Managing General Partner's estimate of net asset value of the Partnership as
of December 31, 1999 is $798 per Unit,  including an assumed  allocation  of net
unrealized appreciation of investments.  The Managing General Partner's estimate
of net asset value as set forth above  reflects  the value of the  Partnership's
underlying  assets  remaining  at year end,  whereas  the value  provided by the
independent  services  reflects the  estimated  value of the  Partnership  Units
themselves  based on information that was available on the prior August 15th, as
stated above.  The estimated  values  provided by the  independent  services and
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  Registrant's  current  net  asset  value  amount  upon  the  liquidation  of
Registrant.

Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions  paid to partners  from the inception of the  Partnership  through
December 31, 1999 are listed below:
<TABLE>


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

<S>                   <C> <C>                        <C>                <C>            <C>                 <C>
Inception to December 31, 1996                       $     25,889       $     1,000    $    2,562,000      $    250
January 21, 1997                                            4,984               192           512,400            50
July 1, 1997                                                5,370               208           512,400            50
October 22, 1997                                           12,945               500         1,281,000           125
October 28, 1998                                            8,802               340           871,080            85
October 14, 1999                                            8,284               320           819,840            80
                                                     ------------       -----------    --------------      --------

Cumulative as of December 31, 1999                   $     66,274       $     2,560    $    6,558,720      $    640
                                                     ============       ===========    ==============      ========
</TABLE>

Subsequent  to  year-end,  the  General  Partners  approved an  additional  cash
distribution  totaling  $2,071,111 to be paid to partners in April 2000. Limited
Partners of record on March 31, 2000 will receive $2,049,600,  or $200 per Unit,
the  Individual  General  Partners  will receive  $800 and the Managing  General
Partner will receive $20,711.


<PAGE>


Item 6.       Selected Financial Data.
              -----------------------
<TABLE>

($ in thousands, except for per Unit information)

<S>                                                                                             <C>
                                                                           Years ended December 31,
                                                            1999           1998             1997          1996          1995
                                                          --------      ----------      ---------       --------      ------

Net investment loss                                       $   (265)     $     (287)     $    (251)      $   (373)     $    (289)

Net realized gain (loss) on investments                        597            (236)           939            370          1,651

Change in unrealized appreciation of
   investments                                               1,851             717         (1,995)         2,046           (950)

Total assets                                                 8,478           7,128          7,784         11,427          9,317

Net unrealized appreciation of investments                   5,593           3,742          3,025          5,020          2,974

Cash distributions to Partners                                 828             880          1,812            518          2,589

Cumulative cash distributions to Partners                    6,627           5,799          4,919          3,107          2,589

Cost of portfolio investments purchased                          -              54            650            151            213

Cumulative cost of portfolio investments
   purchased                                                 9,973           9,973          9,919          9,269          9,118

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

Net investment loss                                         $  (26)        $   (28)       $   (24)        $  (37)       $   (28)

Net realized gain (loss) on investments                         58             (23)            91             36            159

Net increase (decrease) in net assets
   resulting from operations                                   210              19           (126)           197             40

Cash distributions to Partners                                  80              85            175             50            250

Cumulative cash distributions to Partners                      640             560            475            300            250

Net unrealized appreciation of investments                     540             361            292            485            287

Net asset value, including net unrealized
   appreciation of investments                                 798             668            734          1,035            888

</TABLE>

<PAGE>


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

Liquidity and Capital Resources

As of December 31, 1999, the Partnership held $747,585 in short-term investments
with maturities of less than one year and $202,075 in an  interest-bearing  cash
account.  Interest  earned on such cash balances and short-term  investments for
the years ended  December 31,  1999,  1998 and 1997 was  $49,680,  $25,886,  and
$67,561,  respectively.  Interest earned from such investments in future periods
is subject to fluctuations  in short-term  interest rates and changes in amounts
available for investment in such securities.

In November 1998, the  Individual  General  Partners voted to extend the term of
the  Partnership  for an additional  two-year  period.  The  Partnership  is now
scheduled to terminate no later than December 31, 2000. The  Individual  General
Partners have the right to extend the term of the  Partnership for an additional
two-year period if they determine that such extension is in the best interest of
the  Partnership.  However,  the  Managing  General  Partner is  working  toward
liquidating the  Partnership's  remaining assets and terminating the Partnership
as soon as practicable with the goal of maximizing returns to partners.

The  Partnership  made  no  new  or  follow-on   investments  during  1999.  The
Partnership  has fully  invested  its  original  net  proceeds and will not make
investments  in new portfolio  companies but may make  follow-on  investments in
existing  companies,  if required.  Generally,  the  Partnership  distributes to
partners all proceeds  received from the sale of its portfolio  investments,  as
soon as  practicable  after  establishing  an  adequate  reserve  for  operating
expenses or follow-on investments in existing portfolio companies.  Funds needed
to cover the Partnership's future operating expenses and follow-on  investments,
if any, are expected to be obtained from existing  cash  reserves,  interest and
other investment income and proceeds from the sale of portfolio investments.

In October 1999, the Partnership made a cash  distribution to partners  totaling
$828,444. Limited Partners of record on September 30, 1999 received $819,840, or
$80 per Unit, the Individual  General  Partners  received $320, and the Managing
General  Partner  received  $8,284.  Cumulative  cash  distributions  paid  from
inception to December 31, 1999 total  $6,627,554,  consisting of $6,558,720,  or
$640 per  Unit,  to the  Limited  Partners,  $2,560  to the  Individual  General
Partners and $66,274 to the Managing General Partner.

Subsequent  to  year-end,  the  General  Partners  approved an  additional  cash
distribution  totaling  $2,071,111 to be paid to partners in April 2000. Limited
Partners of record on March 31, 2000 will receive $2,049,600,  or $200 per Unit,
the  Individual  General  Partners  will receive  $800 and the Managing  General
Partner will receive $20,711.

Results of Operations

For the year ended  December 31, 1999, the  Partnership  had a net realized gain
from operations of $331,881. For the years ended December 31, 1998 and 1997, the
Partnership  had a net  realized  loss from  operations  of  $523,607  and a net
realized gain from  operations of $688,367,  respectively.  Net realized gain or
loss  from  operations  is  comprised  of (1) net  realized  gain  or loss  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,  1999,  the  Partnership  had a net  realized  gain from  portfolio
investments of $596,806. During 1999, the Partnership sold 200,000 common shares
of UroCor, Inc., for $1,011,203, realizing a gain of $550,779 and 149,579 common
shares  of  ZymeTx,  Inc.  for  $268,267,  realizing  a gain  of  $267,669.  The
Partnership  realized additional gains during 1999 resulting from the receipt of
$3,200 in connection with the 1998 sale of Excel Energy  Technologies,  Ltd. and
$3,898,  representing  an escrow release payment in connection with the February
1995 sale of Bace  Manufacturing,  Inc. Finally,  in March 1999, the Partnership
wrote-off the remaining  cost of a bridge loan due from Silverado  Foods,  Inc.,
realizing  a  loss  of  $228,740,  due  to  continued  financial  and  operating
difficulties at the company.

For the year ended December 31, 1998, the Partnership had a net realized loss of
$236,228  from the  liquidation  of several  of its  portfolio  investments.  In
connection with a  recapitalization  of Independent Gas Company  Holdings,  Inc.
completed  during 1998, the Partnership  sold its investment back to Independent
Gas for  $1,278,800,  realizing  a gain  of  $811,464.  Also  during  1998,  the
Partnership  sold certain publicly traded portfolio  securities  including:  its
remaining  118,000 common shares of Envirogen,  Inc., for $160,708,  realizing a
loss of $252,292; 30,000 common shares of UroCor, Inc. for $180,299, realizing a
gain of  $60,702;  and  25,000  common  shares of  ZymeTx,  Inc.  for  $100,467,
realizing a gain of $100,174.  In a private  transaction  completed during 1998,
the  Partnership  sold  its  investment  in  Excel  Energy  Technologies,  Ltd.,
realizing a loss of $649,684.  In December 1998, the  Partnership  wrote-off the
remaining cost of its investment in Americo  Publishing  Inc., due to continuing
operating and  financial  difficulties  at the company,  resulting in a realized
loss of $364,000.  Finally,  during  1998,  the  Partnership  realized a gain of
$2,500  from  the  sale of its  interest  in  QuanTEM  Laboratories  L.L.C.,  an
investment  that had previously  been  written-off,  and also realized a gain of
$54,908 from an escrow  payment  received in March 1998 in  connection  with the
February 1995 sale of the Partnership's investment in Bace Manufacturing, Inc.

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

Investment Income and Expenses - For the years ended December 31, 1999, 1998 and
1997,  the  Partnership  had a net  investment  loss of  $264,925,  $287,379 and
$250,950, respectively.

The $22,454  favorable  change in net investment  loss for 1999 compared to 1998
resulted from a $63,083  decline in operating  expenses,  partially  offset by a
$40,629 reduction in investment  income.  The reduced investment income resulted
from a $23,794  increase in interest from  short-term  investments and a $64,423
unfavorable  change  in income  from  portfolio  investments.  The  increase  in
interest from short-term  investments  primarily was due to an increase in funds
available for such  investments  during 1999 compared to 1998.  The  Partnership
invests proceeds  received from the sale of portfolio  investments in short-term
securities  until such funds are used for operations or distributed to partners.
The reduction in interest and other income from portfolio investments, primarily
resulting from $28,778 of interest accrued on the bridge loan due from Silverado
Foods,  Inc. during 1998 that was reversed in 1999. As noted above,  such bridge
loan was written-off in March 1999. The decrease in operating  expenses for 1999
compared  to 1998  includes  a  $40,000  reduction  in the  management  fee,  as
discussed below, and a $15,500 reduction in fees paid to the Independent General
Partners ("IGPs"),  which primarily reflects the reduced annual fee paid to each
of the IGPs from  $16,000 to  $12,000  effective  as of  January 1, 1999.  Other
operating expenses declined $7,583 for 1999 compared to 1998, primarily due to a
$7,965 reduction in professional fees for 1999.

The $36,429  increase in net investment  loss for 1998 compared to 1997 resulted
from  a  $29,919  increase  in  operating  expenses  and a  $6,510  decrease  in
investment  income. The increase in operating expenses for 1998 compared to 1997
primarily  resulted from a $23,976 increase in professional  fees.  Professional
fees for the 1998 period include legal expenses  incurred in connection with the
liquidation  of  the  Partnership's  investment  in  Americo  Publishing,   Inc.
Additionally,  certain favorable  accrual  adjustments were made to professional
fees during the 1997 period.  Mailing and printing expenses  increased by $3,463
primarily due to a general  increase in such expenses  during 1998. The decrease
in investment  income  included a $41,675  decline in interest  from  short-term
investments, primarily due to a decrease in funds available for such investments
during 1998 compared to 1997. The Partnership invests proceeds received from the
sale of portfolio investments in short-term securities until such funds are used
for  operations  or  distributed  to  partners.  The  decrease in interest  from
short-term  investments  was  partially  offset by a  $35,165  net  increase  in
interest and other income from portfolio  investments,  primarily resulting from
interest accrued on the bridge loan due from Silverado Foods, Inc. during 1998.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
an original minimum fee of $200,000  annually.  However,  in connection with the
extension of the term of the  Partnership,  the  Partnership  and the Management
Company  agreed to reduce the minimum annual  management fee by the  Partnership
from $200,000 to $160,000, effective January 1, 1999. Such fee is determined and
paid  quarterly in arrears.  The management fee for year ended December 31, 1999
was $160,000.  The  management fee for each of the years ended December 31, 1998
and 1997 was $200,000.  To the extent  possible,  the  management  fee and other
expenses  incurred directly by the Partnership are paid with funds provided from
operations, including proceeds from the sale of portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - During the year ended December 31, 1999, the Partnership increased
the fair  value  of its  portfolio  investments  on a net  basis by  $2,605,683,
primarily  resulting  from  the  net  upward  revaluation  of the  Partnership's
investment in Data Critical  Corp.,  which completed its initial public offering
in November 1999.  Offsetting this increase to the fair value of investments for
1999 was the net  transfer of $754,854  from  unrealized  gain to realized  gain
resulting from the sale of UroCor and ZymTex shares,  as discussed  above.  As a
result,  net unrealized  appreciation  of investments  increased  $1,850,829 for
1999.

During the year ended December 31, 1998, the Partnership  reduced the fair value
of its portfolio investments on a net basis by $435,460,  resulting from the net
downward   revaluation  of  certain   portfolio   investments.   These  downward
revaluations  primarily  were due to  declines  in the public  market  prices of
Silverado Foods. and ZymeTx,  partially offset by an upward  revaluation of Data
Critical Corp.  Offsetting  this reduction to the fair value of investments  for
1998 was the net transfer of $1,152,656  from  unrealized  loss to realized loss
resulting from  portfolio  investments  sold or written-off  during the 1998, as
discussed  above.  As a  result,  net  unrealized  appreciation  of  investments
increased $717,196 for 1998.

For the year ended December 31, 1997, the Partnership  reduced the fair value of
its portfolio  investments on a net basis by $1,679,349,  resulting from the net
downward   revaluation  of  certain   portfolio   investments.   These  downward
revaluations  primarily  were due to  declines  in the public  market  prices of
Silverado  Foods and  UroCor.,  partially  offset by an  upward  revaluation  of
ZymeTx,   which   completed  its  initial  public  offering  in  November  1997.
Additionally,  during 1997 there was a net transfer of $315,767 from  unrealized
gain to realized gain  resulting from the  liquidations  of C.R.  Anthony,  Data
Critical and Diagnetics. As a result, net unrealized appreciation of investments
decreased $1,995,116 for 1997.

Net Assets - Changes to net assets  resulting  from  operations are comprised of
(1) net realized gain or loss from  operations and (2) changes to net unrealized
appreciation of portfolio investments. For the year ended December 31, 1999, the
Partnership had a $2,182,710  increase in net assets  resulting from operations,
comprised of the  $1,850,829  increase in net  unrealized  appreciation  and the
$331,881 net realized  gain from  operations  for 1999. As of December 31, 1999,
the Partnership's  net assets were $8,267,654,  up $1,354,266 from $6,913,388 as
of December 31, 1998. This increase reflects  $2,182,710  increase in net assets
resulting from operations, partially offset by the cash distribution of $828,444
paid to partners in 1999.

For the year ended December 31, 1998, the Partnership had a $193,589 increase in
net assets resulting from operations,  comprised of the $717,196 increase in net
unrealized  appreciation partially offset by the $523,607 net realized loss from
operations for 1998. As of December 31, 1998, the  Partnership's net assets were
$6,913,388, down $686,633 from $7,600,021 as of December 31, 1997. This decrease
reflects the cash  distribution  of $880,222 paid to partners in 1998  exceeding
the $193,589 increase in net assets from operations for 1998.

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

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, 1999,  1998 and 1997 was $798,  $668
and $734,  respectively.  Cumulative cash distributions paid to Limited Partners
totaled  $640,  $560 and $475 per Unit as of December 31,  1999,  1998 and 1997,
respectively.


<PAGE>


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is subject to market risk arising from changes in the value of
its portfolio  investments,  short-term  investments and  interest-bearing  cash
equivalents,  which may result from  fluctuations  in interest  rates and equity
prices.  The  Partnership has calculated its market risk related to its holdings
of these  investments  based on changes  in  interest  rates and  equity  prices
utilizing  a  sensitivity  analysis.  The  sensitivity  analysis  estimates  the
hypothetical  change in fair values, cash flows and earnings based on an assumed
10% change  (increase  or  decrease)  in interest  rates and equity  prices.  To
perform the  sensitivity  analysis,  the assumed 10% change is applied to market
rates  and  prices  on  investments  held by the  Partnership  at the end of the
accounting period.

The  Partnership's   portfolio  investments  had  an  aggregate  fair  value  of
$7,528,215  as of December 31, 1999.  An assumed 10% decline from this  December
31, 1999 fair value,  including  an assumed 10% decline of the per share  market
prices  of the  Partnership's  publicly-traded  securities,  would  result  in a
reduction  to the  fair  value of such  investments  and an  unrealized  loss of
$752,822.

As of December 31, 1999, the Partnership held a short-term investment consisting
of a discounted  commercial  paper  instrument  with a remaining  maturity of 20
days. Such short-term  investment was carried at an aggregate  amortized cost of
$747,585 as of December 31, 1999. An assumed 10% increase in the market interest
rates of such short-term  investments held by the Partnership as of December 31,
1999,  would result in a reduction to the fair value of such  investments and an
unrealized loss that is considered to be immaterial.

Market risk relating to the Partnership's interest-bearing cash equivalents held
as of December 31, 1999 is also considered to be immaterial.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.
              -------------------------------------------


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX

Independent Auditors' Report

Balance Sheets as of December 31, 1999 and 1998

Schedule of Portfolio Investments as of December 31, 1999

Schedule of Portfolio Investments as of December 31, 1998

Statements of Operations for the years ended December 31, 1999, 1998 and 1997

Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997

Statements of Changes in Partners' Capital for the years ended December 31,
1997, 1998 and 1999

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, 1999 and 1998,  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, 1999. 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, 1999 and 1998 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, 1999 and
1998, 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,
1999 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$6,411,681  and  $6,367,148  as of  December  31,  1999 and 1998,  respectively,
representing 77.6% and 92.1% 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 29, 2000

(March 24, 2000 as to Note 9)


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>

As of December 31, 1999 and 1998

<S>                                                                                             <C>                  <C>
                                                                                                1999                 1998
                                                                                            --------------     ----------
ASSETS

Portfolio investments, at fair value (cost of $1,935,622 as of
   December 31, 1999 and $2,625,384 as of December 31, 1998)                                $    7,528,215      $     6,367,148
Short-term investments at amortized cost                                                           747,585                    -
Cash and cash equivalents                                                                          202,075              731,956
Accrued interest receivable                                                                              -               28,778
                                                                                            --------------      ---------------

TOTAL ASSETS                                                                                $    8,477,875      $     7,127,882
                                                                                            ==============      ===============


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                       $       60,421      $        61,845
Due to Management Company                                                                          139,300              137,649
Due to Independent General Partners                                                                 10,500               15,000
                                                                                            --------------      ---------------
   Total liabilities                                                                               210,221              214,494
                                                                                            --------------      ---------------

Partners' Capital:
Managing General Partner                                                                            26,751               31,716
Individual General Partners                                                                          1,038                1,229
Limited Partners (10,248 Units)                                                                  2,647,272            3,138,679
Unallocated net unrealized appreciation of investments                                           5,592,593            3,741,764
                                                                                            --------------      ---------------
   Total partners' capital                                                                       8,267,654            6,913,388
                                                                                            --------------      ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $    8,477,875      $     7,127,882
                                                                                            ==============      ===============

</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
<TABLE>

As of December 31, 1999




<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     Initial Investment
Investment                                                                  Date                  Cost               Fair Value

Data Critical Corp.*(A)(B)(C)
Wireless data transmission
553,125 shares of Common Stock                                         April 1993           $    1,010,000       $    6,170,801

Silverado Foods, Inc.(A)(B)(D)
Gourmet snacks and food products
705,681 shares of Common Stock                                         June 1992                   529,900                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0

UroCor, Inc. (A)(B)(E)
Urological disease management
279,174 shares of Common Stock                                         May 1991                    395,202            1,155,914

ZymeTx, Inc.(A)(B)(F)
Viral diagnostics and therapeutics
130,000 shares of Common Stock                                         July 1994                       520              201,500

Totals from Active Portfolio Investments                                                    $    1,935,622       $    7,528,215
                                                                                            ==============       ==============
</TABLE>

Supplemental Information - Liquidated Portfolio Investments: (I)
<TABLE>


                                                         Liquidation                              Realized
Company                                                     Date               Cost              Gain (Loss)             Return

<S>                                                         <C>           <C>                   <C>             <C>
Americo Publishing, Inc.                                    1998          $      364,000        $   (364,000)   $             0
Bace Manufacturing, Inc. (G)                                1995                 539,000           1,658,281          2,197,281
C.R. Anthony Company                                        1994-1997            602,366           1,581,926          2,184,292
Data Critical Corp.                                         1997                  40,000              60,000            100,000
Diagnetics, Inc.                                            1997                 813,610            (726,609)            87,001
Eckerd Corporation                                          1995                 142,992             336,919            479,911
Energy Ventures, Inc./Enerpro International, Inc.           1996                 350,000             388,037            738,037
Envirogen, Inc.                                             1994-1998            525,000            (203,002)           321,998
Excel Energy Technologies, Ltd.(H)                          1998                 716,407            (646,484)            69,923
Great Outdoors Publishing, Inc.                             1995                 325,000            (325,000)                 0
Independent Gas Company Holdings, Inc.                      1995-1998            467,436             811,464          1,278,900
QuanTEM Laboratories, Inc.                                  1990-1998             89,000             (46,213)            42,787
Silverado Foods, Inc.(D)                                    1994-1999            530,000            (228,740)           301,260
Sports Tactics International, Inc.                          1993-1994            450,000            (430,884)            19,116
Tricon America Corporation                                  1990-1991            662,810            (572,800)            90,010
UroCor, Inc. (E)                                            1998-1999            580,021             611,481          1,191,502
ZymeTx, Inc./Symex Corporation (F)                          1993-1999            839,790            (471,056)           368,734
</TABLE>

<PAGE>
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS, continued
<TABLE>

As of December 31, 1999



                                                                                                  Realized
                                                                                Cost            Gain (Loss)      Return

<S>                                                                       <C>                   <C>              <C>
Totals from Liquidated Portfolio Investments                              $    8,037,432        $  1,433,320     $    9,470,752
                                                                          ==============        ============     ==============

                                                                                                Combined            Combined
                                                                                            Unrealized and       Fair Value
                                                                               Cost           Realized Gain        and Return

Totals from Active & Liquidated Portfolio Investments                   $ 9,973,054           $  7,025,913      $  16,998,967
                                                                        ============          ============      =============
</TABLE>

(A)  Public company

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

(C)  In November 1999, Data Critical Corp. completed its initial public offering
     ("IPO") at $10.00 per share. As a result of the conversion of its preferred
     stock  holdings  into common stock and a reverse  stock split  completed in
     connection  with the IPO, the  Partnership  now owns 553,125 shares of Data
     Critical common stock.

(D)  In March 1999,  the  Partnership  wrote-off the remaining  cost of a bridge
     loan  due  from  Silverado  Foods,  Inc.,  realizing  a loss  of  $228,740.
     Additionally, the Partnership's warrant to purchase 12,121 common shares of
     Silverado at $8.25 per share, expired unexercised on June 2, 1999.

(E)  During 1999, the  Partnership  sold 200,000 common shares of UroCor,  Inc.,
     for  $1,011,203,  realizing a gain of $550,779.  Subsequent to December 31,
     1999 and through March 24, 2000, the Partnership sold an additional 225,700
     common  shares of UroCor for  $1,343,840,  which will  result in a realized
     gain of $1,053,724 for the first quarter of 2000.

(F)  In September  1999, the  Partnership  sold 149,579 common shares of ZymeTx,
     Inc. for $268,267, realizing a gain of $267,669. Subsequent to December 31,
     1999, the  Partnership  sold its remaining  130,000 common shares of ZymeTx
     for  $325,004,  which will result in a realized  gain of  $324,484  for the
     first quarter of 2000.

(G)  In February 1999, the Partnership  received $4,909,  representing an escrow
     release  payment  in  connection  with  the  February  1995  sale  of  Bace
     Manufacturing,  Inc. The payment was comprised of a realized gain of $3,898
     and interest of $1,011.

(H)  In December 1999, the  Partnership  received  $3,200 in connection with the
     1998 sale of Excel  Energy  Technologies,  Ltd.  The payment  resulted in a
     realized gain for the full amount.

 (I) Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through December 31, 1999.

* 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
<TABLE>

As of December 31, 1998

<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     Initial Investment
Investment                                                                  Date                  Cost               Fair Value

Data Critical Corp.*(B)
Wireless data transmission
762,500 shares of Preferred Stock                                      April 1993           $      700,000       $    1,437,500
775,000 shares of Common Stock                                                                     310,000              775,000

Silverado Foods, Inc.(A)(B)
Gourmet snacks and food products
705,681 shares of Common Stock                                         June 1992                   529,900                    0
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
14% Bridge Loan                                                                                    228,740              228,740

UroCor, Inc. (A)(B)
Urological disease management
479,174 shares of Common Stock                                         May 1991                    855,626            3,034,750

ZymeTx, Inc.(A)(B)
Viral diagnostics and therapeutics
279,579 shares of Common Stock                                         July 1994                     1,118              891,158

Totals from Active Portfolio Investments                                                    $    2,625,384       $    6,367,148
                                                                                            ==============       ==============

Supplemental Information - Liquidated Portfolio Investments: (C)

Totals from Liquidated Portfolio Investments                              $    7,347,670    $      836,514       $    8,184,184
                                                                          ==============    ==============       ==============

                                                                                              Combined             Combined
                                                                                          Unrealized and          Fair Value
                                                                               Cost         Realized Gain         and Return

Totals from Active & Liquidated Portfolio Investments                  $   9,973,054    $    4,578,278          $  14,551,332
                                                                       =============     ==============         =============
</TABLE>

(A)  Public company

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

(C)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through December 31, 1998.

* 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
<TABLE>

For the Years Ended December 31,

<S>                                                                        <C>                  <C>                <C>
                                                                           1999                 1998               1997
                                                                     ----------------     --------------    -----------
INVESTMENT INCOME AND EXPENSES

   Income:

   Interest from short-term investments                              $         49,680     $       25,886    $          67,561
   Interest and other (loss) income from portfolio
     investments                                                              (28,778)            35,645                  480
                                                                     ----------------     --------------    -----------------
   Total investment income                                                     20,902             61,531               68,041
                                                                     ----------------     --------------    -----------------

   Expenses:

   Management fee                                                             160,000            200,000              200,000
Professional fees                                                              58,800             66,765               42,789
Independent General Partners' fees                                             44,500             60,000               60,000
Mailing and printing                                                           16,776             17,949               14,486
Custodial fees                                                                  1,724              1,565               (1,638)
Miscellaneous                                                                   4,027              2,631                3,354
                                                                     ----------------     --------------    -----------------
Total investment expenses                                                     285,827            348,910              318,991
                                                                     ----------------     --------------    -----------------

NET INVESTMENT LOSS                                                          (264,925)          (287,379)            (250,950)

Net realized gain (loss) from investments                                     596,806           (236,228)             939,317
                                                                     ----------------     --------------    -----------------

NET REALIZED GAIN (LOSS) FROM

   OPERATIONS                                                                 331,881           (523,607)             688,367

Change in unrealized appreciation of investments                            1,850,829            717,196           (1,995,116)
                                                                     ----------------     --------------    -----------------

NET INCREASE (DECREASE) IN NET ASSETS

   RESULTING FROM OPERATIONS                                         $      2,182,710     $      193,589    $      (1,306,749)
                                                                     ================     ==============    =================

</TABLE>

See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>

For the Years Ended December 31,

<S>                                                                                <C>               <C>              <C>
                                                                                   1999              1998             1997
                                                                              --------------    -------------     --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

Net investment loss                                                           $     (264,925)   $    (287,379)    $    (250,950)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

(Decrease) increase in payables, net                                                  (4,273)          30,455            (5,986)
(Increase) decrease in accrued interest on short-term investments                     (8,260)               -             5,276
Decrease (increase) in accrued interest receivable                                    28,778          (28,298)             (480)
                                                                              --------------    -------------     -------------
Cash used for operating activities                                                  (248,680)        (285,222)         (252,140)
                                                                              --------------    -------------     -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Net (purchase of) return from short-term investments                                (739,325)               -           493,461
Cost of portfolio investments purchased                                                    -          (53,918)         (650,000)
Proceeds from the sale of portfolio investments                                    1,286,568        1,794,405         2,443,646
Proceeds from the repayment of notes and bridge loan                                       -           71,260                 -
                                                                              --------------    -------------     -------------
Cash provided from investing activities                                              547,243        1,811,747         2,287,107
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions paid to Partners                                                 (828,444)        (880,222)       (2,329,999)
                                                                              --------------    -------------     -------------

(Decrease) increase in cash and cash equivalents                                    (529,881)         646,303          (295,032)
Cash and cash equivalents at beginning of year                                       731,956           85,653           380,685
                                                                              --------------    -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                      $      202,075    $     731,956     $      85,653
                                                                              ==============    =============     =============

</TABLE>




See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>

For the Years Ended December  31, 1997, 1998 and 1999

                                                                                              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, 1996          $   57,186       $  2,213       $   5,640,110       $   5,019,684      $   10,719,193

Cash distributions, paid

   July 1, 1997 and October 22, 1997        (18,315)          (708)         (1,793,400)                  -          (1,812,423)

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

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

Change in unrealized

  appreciation of investments                     -              -                   -          (1,995,116)         (1,995,116)
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1997              45,754          1,771           4,527,928(A)        3,024,568           7,600,021

Cash distribution, paid

   October 28, 1998                          (8,802)          (340)           (871,080)                  -            (880,222)

Net investment loss                          (2,874)          (111)           (284,394)                  -            (287,379)

Net realized loss from investments           (2,362)           (91)           (233,775)                  -            (236,228)

Change in unrealized

   appreciation of investments                    -              -                   -             717,196             717,196
                                         ----------       --------       -------------       -------------       -------------

Balance as of December 31, 1998              31,716          1,229           3,138,679(A)        3,741,764           6,913,388

Cash distribution, paid

   October 14, 1999                          (8,284)          (320)           (819,840)                  -            (828,444)

Net investment loss                          (2,649)          (102)           (262,174)                  -            (264,925)

Net realized gain from investments            5,968            231             590,607                   -             596,806

Change in unrealized

  appreciation of investments                     -              -                   -           1,850,829           1,850,829
                                         ----------       --------       -------------       -------------      --------------

Balance as of December 31, 1999          $   26,751       $  1,038       $   2,647,272(A)    $   5,592,593      $    8,267,654
                                         ==========       ========       =============       =============      ==============
</TABLE>

(A)  The net asset  value per unit of  limited  partnership  interest  ("Unit"),
     including  an  assumed   allocation  of  net  unrealized   appreciation  of
     investments,  was $798,  $668,  and $734 as of December 31, 1999,  1998 and
     1997, respectively.  Cumulative cash distributions paid to Limited Partners
     totaled  $640,  $560 and $475 per Unit as of December  31,  1999,  1998 and
     1997, respectively.

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.  In  November  1998,  the
Individual  General  Partners voted to extend the term of the Partnership for an
additional  two-year  period.  The  Partnership is now scheduled to terminate no
later than December 31, 2000. The Individual  General Partners have the right to
extend the term of the  Partnership  for an additional  two-year  period if they
determine  that  such  extension  is in the best  interest  of the  Partnership.
However,  the  Managing  General  Partner  is  working  toward  liquidating  the
Partnership's  remaining  assets  and  terminating  the  Partnership  as soon as
practical with the goal of maximizing returns to Partners.

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 the  Partnership's  portfolio  investments by applying  consistent
guidelines.  Publicly-held portfolio securities are valued at the closing public
market  price on the  valuation  date,  less an  appropriate  discount for sales
restrictions,  the size of the  Partnership's  holdings  and the  public  market
trading  volume.  Privately-held  portfolio  securities are valued at cost until
significant  developments  affecting the portfolio  company  provide a basis for
change in valuation. The fair value of private securities is adjusted to reflect
1) meaningful  third-party  transactions in the private market or 2) 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 as of 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.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS, continued

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
thereof.  Realized  gains  and  losses on  investments  sold are  computed  on a
specific identification basis.

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the Partners for  inclusion  in their  respective  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from  its  net  assets  for  tax  purposes.   Net  unrealized   appreciation  of
approximately  $5.6 million as of December 31, 1999,  was recorded for financial
statement  purposes but has not been recognized for tax purposes.  Additionally,
from  inception to December 31, 1999,  other timing  differences  totaling  $1.4
million,  including  the  original  sales  commissions  paid and other  costs of
selling the Units have been recorded on the Partnership's  financial  statements
but have not yet been deducted for tax purposes.

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

3.       Allocation of Partnership Profits and Losses

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

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

4.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at an  annual  rate of 2.5%  of the  gross  capital
contributions   to  the   Partnership,   reduced  by  selling   commissions  and
organizational   and  offering   expenses  paid  by  the  Partnership,   capital
distributed  and realized  losses,  with a minimum  annual fee of  $200,000.  In
connection with the extension of term of the Partnership, the Management Company
agreed to reduce the minimum  management fee from $200,000 to $160,000 per annum
effective as of January 1, 1999. Such fee is determined and paid quarterly.

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent   General  Partners  had  received  $16,000  annually  in  quarterly
installments  through December 31, 1998. In connection with the extension of the
term of the  Partnership,  the Individual  General Partners agreed to reduce the
annual fee


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS, continued

paid to each Independent General Partner from $16,000 to $12,000 effective as of
January 1, 1999. In addition, the Individual General Partners receive $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.

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 not to exceed $203,720.

6.       Classification of Portfolio Investments

The Partnership's  portfolio investments,  all of which are located in the state
of  Oklahoma,  except  Data  Critical  Corp.,  which is  located in the state of
Washington, were categorized as follows.
<TABLE>

As of December 31, 1999:

<S>     <C>    <C>    <C>    <C>    <C>    <C>
Type of Investments                                      Cost          Fair Value       Net Assets*
-------------------                                -------------       ------------     -----------
Common Stock                                       $   1,935,622       $  7,528,215        91.06%
                                                   =============       ============     =========

Industry

Healthcare/Biotechnology                           $     395,722       $  1,357,414        16.42%
Data Communications                                    1,010,000          6,170,801        74.64%
Food Manufacturing & Distribution                        529,900                  0         0.00%
                                                   -------------       ------------     ---------
                                                   $   1,935,622       $  7,528,215        91.06%
                                                   =============       ============     =========

As of December 31, 1998:

Type of Investments                                     Cost           Fair ValueNet Assets*
-------------------                                -------------       ---------------------
Common Stock                                       $   1,696,644       $  4,700,908        68.00%
Preferred Stock                                          700,000          1,437,500        20.79%
Debt Securities                                          228,740            228,740         3.31%
                                                   -------------       ------------     ---------
                                                   $   2,625,384       $  6,367,148        92.10%
                                                   =============       ============     =========

Industry

Healthcare/Biotechnology                           $     856,744       $  3,925,908        56.79%
Data Communications                                    1,010,000          2,212,500        32.00%
Food Manufacturing & Distribution                        758,640            228,740         3.31%
                                                   -------------       ------------     ---------
                                                   $   2,625,384       $  6,367,148        92.10%
                                                   =============       ============     =========
</TABLE>


*Represents fair value as a percentage of net assets.


<PAGE>


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

7.       Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions to Partners from the inception of the Partnership through December
31, 1999 are listed below:
<TABLE>


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

<S>                   <C> <C>                        <C>                <C>            <C>                 <C>
Inception to December 31, 1996                       $     25,889       $     1,000    $    2,562,000      $    250
January 21, 1997                                            4,984               192           512,400            50
July 1, 1997                                                5,370               208           512,400            50
October 22, 1997                                           12,945               500         1,281,000           125
October 28, 1998                                            8,802               340           871,080            85
October 14, 1999                                            8,284               320           819,840            80
                                                     ------------       -----------    --------------      --------
Cumulative as of December 31, 1999                   $     66,274       $     2,560    $    6,558,720      $    640
                                                     ============       ===========    ================    ========
</TABLE>

8.     Short-Term Investments

As of  December  31,  1999,  the  Partnership  had a  short-term  investment  in
commercial   paper  as  detailed  below.   The  Partnership  had  no  short-term
investments as of December 31, 1998.
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                           Maturity           Purchase           Amortized           Value at
Issuer                                          Yield        Date               Price              Cost              Maturity
-----------------------------------------------------------------------------------------------------------------------------

Lexington Parker Capital Corp.                 6.10%        1/20/00        $    739,325         $   747,585         $   750,000
</TABLE>

9.     Subsequent Events

Subsequent to December 31, 1999 and through March 24, 2000, the Partnership sold
an additional 225,700 common shares of UroCor for $1,343,840,  which will result
in a realized gain of $1,053,724 for the first quarter of 2000.  Also subsequent
to December 31, 1999, the Partnership  sold its remaining  130,000 common shares
of ZymeTx for $325,004, which will result in a realized gain of $324,484 for the
first quarter of 2000.

Subsequent  to  year-end,  the  General  Partners  approved an  additional  cash
distribution  totaling  $2,071,111 to be paid to partners in April 2000. Limited
Partners of record on March 31, 2000 will receive $2,049,600,  or $200 per Unit,
the  Individual  General  Partners  will receive  $800 and the Managing  General
Partner will receive $20,711.


<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 are 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 their  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.

Individual General Partners

William  C.  Liedtke,  III (1) P.O.  Box 54369  Oklahoma  City,  OK 73154 Age 48
Individual  General Partner since 1988 0 Units of the  Partnership  beneficially
owned as of March 15, 2000 (3) Effective  February 1, 2000,  Vice  President and
General Counsel of Castle Energy Corporation; May 1, 1999 to February 1, 2000,

     President of WCL III, Inc.,  operating Castle Energy  Corporation's  Redeco
subsidiary;  1st Quarter 1999, Vice President of Costillo Redeco Energy, L.L.C.,
a wholly  owned  subsidiary  of  Costillo  Energy,  Inc.;  1997 to  1999,  Chief
Executive  Officer of Redeco Energy,  Inc.;  from 1996 to 1997,  Chief Operating
Officer of Redex Co. Ventures, Ltd.; from 1991 to 1996, Energy consultant;  from
1989 to 1991, Assistant to the Governor of the State of Oklahoma; since 1984, an
independent natural gas marketing  consultant;  an oil and gas marketing manager
for Trigg Drilling Company, Inc.; a member of the State Bar of Texas.

Richard P. Miller (1)
7500 N. Mockingbird Lane
Paradise Valley, AZ  85253
Age 72
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 15, 2000 (3)
Since1988  Director  of  Techlaw,  Inc.;  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.;  from 1954 to 1976 Vice
     Chairman of Wolf & Company CPA's.

George  A.  Singer  (1) 2222 E. 25th  Place  Tulsa,  OK 74114 Age 52  Individual
General Partner since 1995 0 Units of the Partnership  beneficially  owned as of
March 15, 2000 (3) Since 1978,  Manager and  Principal of Singer  Bros.  LLC and
General Partner of several related family entities; since 1978, Executive

     Vice President,  Pedestal Oil Company, Inc.; since 1999, Director of
     Oklahoma National Bank; a member of the Independent Petroleum
     Association of America.

Bruce W. Shewmaker (2)
12 Briarwood Drive
Short Hills, NJ 07078
Age 54
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 15, 2000 (3)
Sincethe beginning of 1999,  Director and Advisor to Direct Stock  Market,  Inc.
     and since April 1999,  Managing  Director of E*Offering Corp.; from 1997 to
     December  1998,  President,  Director  and Senior  Advisor of The US Russia
     Investment  Fund; from 1991 to 1996,  President of New Century  Management,
     Inc.; from 1984 to 1990, President of Merrill Lynch R&D Management, Inc.

(1)  Independent General Partner and Member of Audit Committee.
(2)  Interested person of the Partnership as defined in the Investment Company
     Act.
(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,
10830 E. 45th Street,  Suite 307, Tulsa, OK 74146.  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 a wholly-owned  subsidiary of ML
Leasing Equipment Corp., which 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.

     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.

The  following  table sets forth  information  concerning  the  directors of the
Management Company and the executive officers of the Management Company involved
with the Partnership.  The address of Mr. Albert is North Tower, World Financial
Center, New York, NY 10281-1326. The address of Messrs. Caruso, Giobbe and Bruno
is South Tower, World Financial Center, New York, NY 10080.

Kevin K. Albert, Age 47, Director and President
Officer or Director since 1990
Director and President of the Management  Company;  Managing Director of Merrill
     Lynch  &  Co.  Investment  Banking  Division  ("MLIBK")  since  1988;  Vice
     President of MLIBK from 1983 to 1988.


<PAGE>


James V. Caruso

Executive Vice President and Director
Age 48
Officer or Director since 1998
         Director of MLIBK,  joined Merrill Lynch in January 1975. Mr. Caruso is
         the director of Technology for the Global Investment  Banking Group. He
         is responsible for ensuring that the business requirements of MLIBK are
         supported by managing the development of new technologies and enhancing
         existing systems.

Michael Giobbe
Vice President and Director

Age 41
Officer or Director since 2000
         Vice President of MLIBK,  joined  Merrill Lynch in 1986.  Mr.  Giobbe's
         responsibilities  include the business  management function for certain
         partnerships and other entities for which subsidiaries of Merrill Lynch
         are the general partner.

James V. Bruno
Vice President and Treasurer

Age 33
Officer or Director since 1998
         Vice  President of MLIBK,  joined  Merrill Lynch in 1997.  Mr.  Bruno's
         responsibilities   include   controllership  and  financial  management
         functions  for  certain  partnerships  and  other  entities  for  which
         subsidiaries of Merrill Lynch are the general partner or manager.

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.

Item 11.      Executive Compensation.
              ----------------------

Compensation - For the year ended December 31, 1999, the  Partnership  paid each
of the  Independent  General  Partner's  an annual fee of  $12,000 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  the  actual
out-of-pocket   expenses  of  the  Independent  General  Partners'  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.  During 1998 and 1997, the annual fee paid to each
Independent  General  Partner  was  $16,000.   The  meeting  fees  paid  to  the
Independent General Partners have remained unchanged. The aggregate fees paid by
the Partnership to the Independent General Partners for the years ended December
31, 1999, 1998 and 1997 totaled $44,500, $60,000 and $60,000, 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, 1999, the  Partnership  had a net realized gain
from operations of $331,881.  For the years ended December 31, 1998 and 1997 the
Partnership  had a net  realized  loss from  operations  of  $523,607  and a net
realized gain from operations of $688,367,  respectively. In accordance with the
Partnership's  allocation procedure,  the Managing General Partner was allocated
$3,319,  ($5,236) and $6,883 of such gains (losses) for the years ended December
31, 1999, 1998 and 1997, respectively.

During  1999,  the  Partnership  made cash  distributions  to partners  totaling
$828,444.  Limited Partners received  $819,840,  or $80 per Unit, the Individual
General Partners received $320 and the Managing General Partner received $8,284.
During 1998,  the  Partnership  made a cash  distribution  to partners  totaling
$880,222.  Limited Partners received  $871,080,  or $85 per Unit, the Individual
General  Partners  received  $340,  and the Managing  General  Partner  received
$8,802.  During  1997,  the  Partnership  made cash  distributions  to  partners
totaling $1,812,423. Limited Partners received $1,793,400, or $175 per Unit, the
Individual  General  Partners  received  $708 and the Managing  General  Partner
received  $18,315.  Cumulative cash  distributions to partners from inception to
December 31, 1999 total $6,627,554;  consisting of $6,558,720, or $640 per Unit,
to the Limited Partners,  $2,560 to the Individual  General Partners and $66,274
to the Managing General Partner.

Management  Fee - The Management  Company is responsible  for the management and
administrative  services  necessary  for the operation of the  Partnership.  The
Management  Company  receives  a  management  fee of 2.5% of the  gross  capital
contributions   to  the   Partnership,   reduced  by  selling   commissions  and
organizational   and  offering   expenses  paid  by  the  Partnership,   capital
distributed  and  realized  losses,  with a minimum  fee of  $200,000  annually.
However,  in connection with the extension of the term of the  Partnership,  the
Partnership and the Management  Company agreed to reduce the minimum  management
fee by the  Partnership  from $200,000 to $160,000,  effective  January 1, 1999.
Such fee is determined  and paid  quarterly.  The  management fee for year ended
December 31, 1999 was $160,000.  The  management fee for each of the years ended
December 31, 1998 and 1997 was $200,000. To the extent possible,  the management
fee and other expenses  incurred directly by the Partnership are paid with funds
provided  from  operations,  including  proceeds  from  the  sale  of  portfolio
investments.

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 15, 2000 no person or group is
known by the  Partnership to be the  beneficial  owner of more than 5 percent of
the Units. Merrill Lynch,  Pierce,  Fenner & Smith Incorporated owned 5 Units as
of December 31, 1999.

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

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.  James V.  Caruso,  a  Director  and
Executive  Vice  President  of  the  Management  Company  and a  Director  of ML
Investment Banking,  joined Merrill Lynch in 1975. Michael Giobbe,  Director and
Vice President of the  Management  Company and a Vice President of ML Investment
Banking,  joined  Merrill Lynch in 1986.  James V. Bruno,  a Vice  President and
Treasurer  of the  Management  Company  and a Vice  President  of ML  Investment
Banking,  joined Merrill Lynch in 1997. Messrs. Albert, Caruso, Giobbe and Bruno
are involved with certain other  entities  affiliated  with Merrill Lynch or its
affiliates.

                                     PART IV

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, 1999 and 1998

                      Schedule of Portfolio Investments as of December 31, 1999

                      Schedule of Portfolio Investments as of December 31, 1998

                      Statements of Operations for the years ended December 31,
                      1999, 1998 and 1997

                      Statements of Cash Flows for the years ended December 31,
                      1999, 1998 and 1997

                      Statements of Changes in Partners' Capital for the years
                      ended December 31, 1997, 1998 and 1999

                      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 10th day of April 2000.

       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 10th day of April 2000.
<TABLE>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
By:    MLOK Co., Limited Partnership                              By:    /s/   William C. Liedtke, III
                                                                         -----------------------------
       its Managing General Partner                                      William C. Liedtke, III
                                                                         General Partner

By:    Merrill Lynch Venture Capital Inc.                                ML Oklahoma Venture Partners, Limited Partnership
       its General Partner


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/   James V. Bruno                                       By:    /s/   George A. Singer
       -----------------------------------------------------             ----------------------
       James V. Bruno                                                    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/ Michael Giobbe                                         By:    /s/   Bruce W. Shewmaker
       -----------------------------------------------------             ------------------------
       Michael Giobbe                                                    Bruce W. Shewmaker
       Vice President of Merrill Lynch Venture Capital Inc.       General Partner
                                                                         ML Oklahoma Venture Partners, Limited Partnership
</TABLE>