SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the Fiscal Year Ended December 31, 1998

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:

itle 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 16, 1999,  10,243 units of limited  partnership  interest  ("Units")
were held by  non-affiliates of the Registrant.  There is no established  public
trading market for such Units.




                       DOCUMENTS INCORPORATED BY REFERENCE


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


<PAGE>


                                     PART I
Item 1.       Business.

Formation

ML Oklahoma Venture Partners, Limited Partnership (the "Partnership") 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 which constitute  "Oklahoma business  ventures",  as
that term is defined under Oklahoma law. Accordingly,  the Partnership's limited
partners (the "Limited  Partners") were entitled to 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 through December 31, 1998, the
Partnership  had  invested  $9,973,054  in  portfolio   investments,   of  which
$6,532,260, or 65.5%, represents investments in Oklahoma business ventures.

The Partnership publicly offered, through Merrill Lynch, 25,000 units of limited
partnership interest at $1,000 per unit (the "Units"). The Units were registered
under the Securities  Act of 1933 pursuant to a  Registration  Statement on Form
N-2 (File No. 33-24547),  which was declared  effective on December 1, 1988. The
Partnership  completed  its offering on August 14, 1989. A total of 10,248 Units
were  sold  to  the  Limited  Partners.   Gross  capital  contributions  to  the
Partnership total $10,355,556;  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 August 14, 1989  (commencement  of  operations)  to December 31, 1998,  the
Partnership had invested $9,973,054 in 18 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.  During 1998,  the  Partnership  completed  one  follow-on  investment
totaling $53,918 resulting from the exercise of warrants to purchase  additional
common shares of UroCor,  Inc., as discussed below. As of December 31, 1998, the
Partnership's  investment portfolio consisted of four remaining investments with
a cost of  $2,625,384  and a fair value of  $6,367,148.  From its  inception  to
December 31, 1998, the Partnership had liquidated  investments with an aggregate
cost of  $7,347,670.  These  liquidated  investments  returned  $8,184,184 for a
cumulative  net  realized  gain  of  $836,514  as  of  December  31,  1998.  The
Partnership  also has  earned  interest  and  other  income  from its  portfolio
investments totaling $427,534 from its inception to December 31, 1998. Following
is a detail of portfolio activity completed during 1998:

o        In  December  1998,  the  Partnership  sold 25,000  common  shares of
           ZymeTx,  Inc.  for  $100,467,  realizing a gain of $100,174.

o        In December 1998, the Partnership wrote-off its investment in Americo 
          Publishing, Inc., realizing a loss of $364,000.

o    In October 1998, the Partnership sold 30,000 common shares of UroCor,  Inc.
     for  $180,299,  realizing a gain of $60,702.  Also,  in October  1998,  the
     Partnership  exercised  its  warrant to  purchase  12,539  shares of UroCor
     common stock for $53,918.

o    In  June  1998,  the  Partnership  sold  its  investment  in  Excel  Energy
     Technologies, Ltd. for $16,723, realizing a loss of $649,684. Additionally,
     the  $50,000  note due from  Excel  Energy  was  repaid in full  along with
     interest totaling $3,607.

o        In April 1998, the Partnership sold its remaining interest in QuanTEM 
     Laboratories L.L.C. for $2,500.

o    In March 1998, the Partnership received $62,139,  representing a payment in
     connection   with  the  February  1995  sale  of  its  investment  in  Bace
     Manufacturing,  Inc.,  realizing a gain of $54,908 and  interest  income of
     $7,231.

o        In February 1998, the Partnership  received a $25,000 payment from 
     Silverado  Foods,  Inc.,  representing a $21,260 loan
     repayment and $3,740 of interest.

o    During 1998,  the  Partnership  sold its  remaining  investment  of 118,000
     shares of Envirogen,  Inc.  common stock for $160,708,  realizing a loss of
     $252,292.

o        During 1998, the Partnership sold its investment in Independent Gas
     Company Holdings,  Inc. for $1,278,800,  realizing a gain of $811,464.

Termination

The Managing  General Partner is working toward the ultimate  termination of the
Partnership,  with an emphasis on  liquidating  the remaining  assets as soon as
practical  with the goal of maximizing  returns.  The  Partnership's  originally
scheduled  termination  date was  December  31,  1998.  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.




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. 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 performs, or
arranges  for others to perform,  the  management  and  administrative  services
necessary for the operation of the  Partnership  and is responsible for managing
the Partnership's short-term investments.

Item 2.       Properties.

The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.

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

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

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


                                     PART II

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

The  information  with  respect to the market for the Units set forth  under the
subcaption  "Substituted  Limited  Partners"  on page 40 of the  Prospectus,  is
incorporated herein by reference.  An established public market for Registrant's
Units  does not now exist,  and it is not  anticipated  that such a market  will
develop in the future. Accordingly,  accurate information as to the market value
of a Unit at any given date is not available.  The approximate number of holders
of Units as of March 16, 1999 is 1,061.  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, 1998 is $668 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 to Partners from the inception of the Partnership through December
31, 1998 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, 1995                       $     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
                                                     ------------       -----------    --------------      --------

Cumulative as of December 31, 1998                   $     57,990       $     2,240    $    5,738,880      $    560
                                                     ============       ===========    ================    ========
</TABLE>


<PAGE>

<TABLE>

Item 6.       Selected Financial Data.

($ in thousands, except for per Unit information)

                                                                           Years ended December 31,
                                                             1998          1997            1996           1995          1994   
                                                          --------      ----------      ---------       --------      ---------

<S>                                                       <C>           <C>             <C>             <C>           <C>       
Net investment loss                                       $   (287)     $     (251)     $    (373)      $   (289)     $    (143)

Net realized (loss) gain on investments                       (236)            939            370          1,651           (272)

Change in unrealized appreciation of
   investments                                                 717          (1,995)         2,046           (950)         3,424

Total assets                                                 7,128           7,784         11,427          9,317         11,472

Net unrealized appreciation of investments                   3,742           3,025          5,020          2,974          3,924

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

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

Cost of portfolio investments purchased                         54             650            151            213          1,121

Cumulative cost of portfolio investments
   purchased                                                 9,973           9,919          9,269          9,118          8,905

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

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

Net realized (loss) gain on investments                        (23)             91             36            159            (26)

Net increase (decrease) in net assets
   resulting from operations                                    19            (126)           197             40            291

Cash distributions to Partners                                  85             175             50            250              -

Cumulative cash distributions to Partners                      560             475            300            250              -

Net unrealized appreciation of investments                     361             292            485            287            379

Net asset value, including net unrealized
   appreciation of investments                                 668             734          1,035            888          1,098
</TABLE>


<PAGE>


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

Liquidity and Capital Resources

As of December 31, 1998, the  Partnership  held $731,956 in an  interest-bearing
cash  account.  Interest  earned on such  cash  balances  and  other  short-term
investments  for the years ended  December 31, 1998,  1997 and 1996 was $25,886,
$67,561, and $36,435, respectively.  Interest earned from short-term investments
in future periods is subject to  fluctuations  in short-term  interest rates and
changes in amounts available for investment in such securities.

The  Managing   General  Partner  is  working  toward  the  termination  of  the
Partnership,  with an emphasis on  liquidating  the remaining  assets as soon as
practical  with the goal of maximizing  returns.  The  Partnership's  originally
scheduled  termination  date was  December  31,  1998.  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.

In October 1998, the Partnership made one follow-on  investment totaling $53,918
in an  existing  portfolio  company.  The  Partnership  has fully  invested  its
original net proceeds and will not make investments in new portfolio  companies.
Generally,  the Partnership  will  distribute 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  are expected to be obtained from
existing cash reserves,  interest and other investment  income and proceeds from
the sale of portfolio investments.

In October 1998, the Partnership made a cash  distribution to Partners  totaling
$880,222. Limited Partners of record on September 30, 1998 received $871,080, or
$85 per Unit, the Individual  General  Partners  received $340, and the Managing
General Partner received $8,802.  Cumulative cash distributions to Partners from
inception to December 31, 1998 total  $5,799,110,  consisting of $5,738,880,  or
$560 per  Unit,  to the  Limited  Partners,  $2,240  to the  Individual  General
Partners and $57,990 to the Managing General Partner.

Results of Operations

For the year ended  December 31, 1998, the  Partnership  had a net realized loss
from operations of $523,607. For the years ended December 31, 1997 and 1996, the
Partnership  had a net  realized  gain from  operations  of  $688,367  and a net
realized loss from operations of $2,389, 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, 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 the year, the Partnership
sold its  investment  in Excel Energy  Technologies,  Inc.,  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 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. ("EVI"), as discussed below.

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

Investment Income and Expenses - For the years ended December 31, 1998, 1997 and
1996,  the  Partnership  had a net  investment  loss of  $287,379,  $250,950 and
$372,550,  respectively.  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 $121,600  decrease in net investment loss for 1997 compared to 1996 resulted
from a $73,315 increase in investment  income and a $48,285 decline in operating
expenses.  The increase in investment income primarily resulted from an increase
of $31,126 in interest from  short-term  investments due to an increase in funds
available for such investments  during 1997 compared to 1996. Also  contributing
to the increase in  investment  income was a $42,189  positive  change in income
from  portfolio  investments,  primarily due to the 1996  write-off of a $51,106
accrued  interest  receivable  relating  to  promissory  notes due from  Americo
Publishing,  Inc.,  which were  fully  reserved  for in 1996.  The  decrease  in
operating  expenses for 1997 compared to 1996 primarily  resulted from a $39,404
reduction in professional fees. This reduction primarily was due to the reversal
in 1997 of excess  professional  fee accruals made in prior  periods.  Custodial
fees also  declined  primarily  due to the reversal of excess  accruals  made in
prior periods.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
a minimum fee of $200,000  annually.  Such fee is determined and paid quarterly.
The  management  fee for each year ended  December 31, 1998,  1997 and 1996, was
$200,000.  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. 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, 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, Inc. and ZymeTx,  Inc., partially offset by an upward
revaluation of Data Critical  Corp., a  privately-held  company.  Offsetting the
reduction  to fair  value  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 year, 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,  Inc.  and  UroCor,   Inc.,  partially  offset  by  an  upward
revaluation of ZymeTx,  Inc.,  which  completed its initial  public  offering in
November  1997.  Additionally,  during 1997 there was a net transfer of $315,767
from  unrealized  gain to realized gain resulting from the  liquidations of C.R.
Anthony,  Data Critical and Diagnetics,  as discussed  above.  As a result,  net
unrealized appreciation of investments decreased $1,995,116 for 1997.

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

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, 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.

For the year ended December 31, 1996, the Partnership had a $2,043,243  increase
in net assets resulting from operations, comprised of the $2,045,632 increase in
net unrealized  appreciation  partially  offset by the $2,389 realized loss from
operations for 1996. As of December 31, 1996, the  Partnership's net assets were
$10,719,193,  up  $1,525,667  from  $9,193,526  as of December  31,  1995.  This
increase  reflects  the  $2,043,243  increase  in  net  assets  from  operations
exceeding the accrued cash  distribution of $517,576 paid to Partners in January
1997.

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, 1998,  1997 and 1996 was $668,  $734
and $1,035, respectively.

Year 2000 Issue - The Year 2000 ("Y2K")  concern  arose  because  many  existing
computer  programs  use only the last two digits to refer to a year.  Therefore,
these computer  programs do not properly  recognize a year that begins with "20"
instead of "19".  If not  corrected,  many computer  applications  could fail or
create  erroneous  results.  The impact of the Y2K concern on the  Partnership's
operations is currently being assessed.

The Management Company is responsible to provide or arrange for the provision of
administrative services necessary to support the Partnership's  operations.  The
Management  Company has  arranged  for Palmeri Fund  Administrators,  Inc.  (the
"Administrator")  to provide certain  administrative and accounting services for
the  Partnership,  including  maintenance  of  the  books  and  records  of  the
Partnership,  maintenance of the limited partner database, issuance of financial
reports and tax  information  to limited  partners and  processing  distribution
payments  to  limited  partners.  Fees  charged  by the  Administrator  are paid
directly by the Management Company.

The  Administrator  is currently  assessing  its computer  hardware and software
systems,  specifically as they relate to the operations of the  Partnership.  As
part of this  investigation  of potential Y2K problems,  the  Administrator  has
contracted  with an outside  computer  service  provider  to examine  all of the
Administrator's computer hardware and software applications, to identify any Y2K
concerns.  This  review and  evaluation  is in  process  and is  expected  to be
completed by May 1999. If Y2K problems are identified,  the  Administrator  will
purchase,  install and test the  necessary  software  patches  and new  computer
hardware to ensure that all of its  computer  systems  are Y2K  compliant.  This
correction phase, if required, is expected to be completed by September 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within  their own  operation.  There can be no guarantee  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner.

Since the Partnership  does not own any equipment and all of its  administrative
needs  are  provided  by the  Management  Company,  any  costs  relating  to the
investigation   and   correction  of  potential   Y2K  problems   affecting  the
Partnership's  operations will be incurred by the Administrator,  the Management
Company or the outside service providers.  Therefore, the Management Company and
the Managing  General  Partner do not expect the  Partnership to incur any costs
relating to the investigation or correction of Y2K concerns.

Finally the Y2K issue is a global concern that may affect all business entities,
including  the  Partnership's  portfolio  companies.   The  General  Partner  is
continuing  to  assess  the  impact  of Y2K  concerns  affecting  its  portfolio
companies.  However, the extent to which any potential Y2K problems could affect
the  valuations  of these  companies  is  presently  unknown.  At the time  that
specific Y2K problems are identified,  if any, the Managing General Partner will
take  such  issues  into  consideration  in  adjusting  the  fair  value  of the
Partnership's portfolio investments.

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
$6,367,148  as of December 31, 1998.  An assumed 10% decline from this  December
31, 1998 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
$636,715.

The  Partnership had no short-term  investments as of December 31, 1998.  Market
risk relating to the Partnership's  interest-bearing cash equivalents held as of
December 31, 1998 is 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, 1998 and 1997

Schedule of Portfolio Investments as of December 31, 1998

Schedule of Portfolio Investments as of December 31, 1997

Statements of Operations for the years ended December 31, 1998, 1997 and 1996

Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996

Statements of Changes in Partners' Capital for the years ended December 31, 
    1996, 1997 and 1998

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, 1998 and 1997,  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, 1998. 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, 1998 and 1997 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, 1998 and
1997, 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,
1998 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$6,367,148  and  $4,424,331  as of  December  31,  1998 and 1997,  respectively,
representing 92.1% and 58.2% of net assets, respectively, whose values have been
estimated   by  the  Managing   General   Partner  in  the  absence  of  readily
ascertainable  market  values.  We  have  reviewed  the  procedures  used by the
Managing General Partner in arriving at its estimate of value of such securities
and have  inspected  underlying  documentation,  and, in the  circumstances,  we
believe  the  procedures  are  reasonable  and  the  documentation  appropriate.
However,  because of the inherent  uncertainty  of  valuation,  those  estimated
values may differ  significantly from the values that would have been used had a
ready market for the securities existed, and the differences could be material.


Deloitte & Touche LLP


New York, New York
March 10, 1999



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
As of December 31, 1998 and 1997
<TABLE>


                                                                                                1998                 1997      
                                                                                            --------------     ----------------
ASSETS

Investments
   Portfolio investments, at fair value (cost $2,625,384 as of
<S>            <C> <C>      <C>                       <C> <C>                             <C>                 <C>              
      December 31, 1998 and $4,673,359 as of December 31, 1997)                           $      6,367,148    $       7,697,927
Cash and cash equivalents                                                                          731,956               85,653
Accrued interest receivable                                                                         28,778                  480
                                                                                          ----------------    -----------------

TOTAL ASSETS                                                                              $      7,127,882    $       7,784,060
                                                                                          ================    =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                     $         61,845    $          60,068
Due to Management Company                                                                          137,649              108,971
Due to Independent General Partners                                                                 15,000               15,000
                                                                                          ----------------    -----------------
   Total liabilities                                                                               214,494              184,039
                                                                                          ----------------    -----------------

Partners' Capital:
Managing General Partner                                                                            31,716               45,754
Individual General Partners                                                                          1,229                1,771
Limited Partners (10,248 Units)                                                                  3,138,679            4,527,928
Unallocated net unrealized appreciation of investments                                           3,741,764            3,024,568
                                                                                          ----------------    -----------------
   Total partners' capital                                                                       6,913,388            7,600,021
                                                                                          ----------------    -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      7,127,882    $       7,784,060
                                                                                          ================    =================

</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1998
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                    Initial Investment
Investment                                                                  Date                  Cost               Fair Value
Data Critical Corp.*(B)
Wireless data transmission
<C>                                                                          <C>            <C>                  <C>           
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)(C)
Urological disease management
479,174 shares of Common Stock                                         May 1991                    855,626            3,034,750
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)(D)
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: (L)

                                                         Liquidation                              Realized
Company                                                     Date               Cost              Gain (Loss)             Return
-------------------------------------------------------------------------------------------------------------------------------
Americo Publishing, Inc. (E)                                1998          $      364,000        $   (364,000)   $             0
Bace Manufacturing, Inc. (F)                                1995                 539,000           1,654,383          2,193,383
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. (G)                                         1994-1998            525,000            (203,002)           321,998
Excel Energy Technologies, Ltd.(H)                          1998                 716,407            (649,684)            66,723
-------------------------------------------------------------------------------------------------------------------------------
Great Outdoors Publishing, Inc.                             1995                 325,000            (325,000)                 0
Independent Gas Company Holdings, Inc.(I)                   1995-1998            467,436             811,464          1,278,900
QuanTEM Laboratories, Inc.(J)                               1990-1998             89,000             (46,213)            42,787
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.(K)                                    1994                 301,260                   0            301,260
Sports Tactics International, Inc.                          1993-1994            450,000            (430,884)            19,116

</TABLE>


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS, continued
As of December 31, 1998
<TABLE>
                                                         Liquidation                              Realized
Company                                                     Date               Cost              Gain (Loss)             Return
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>  <C>      <C>                   <C>              <C>           
Tricon America Corporation                                  1990-1991     $      662,810        $   (572,800)    $       90,010
UroCor, Inc. (C)                                            1998                 119,597              60,702            180,299
ZymeTx, Inc./Symex Corporation (D)                          1993-1998            839,192            (738,725)           100,467

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)  In October 1998, the Partnership sold 30,000 common shares of UroCor,  Inc.
     for  $180,299,  realizing a gain of $60,702.  Also,  in October  1998,  the
     Partnership  exercised  its  warrant to  purchase  12,539  shares of UroCor
     common stock for $53,918.

(D)  In December 1998, the Partnership sold 25,000 common shares of ZymeTx, Inc.
      for $100,467, realizing a gain of $100,174.

(E) In December  1998,  the  Partnership  wrote-off  its  investment  in Americo
Publishing, Inc., realizing a loss of $364,000.

(F)  In March 1998, the Partnership received $62,139,  representing a payment in
     connection   with  the  February  1995  sale  of  its  investment  in  Bace
     Manufacturing,  Inc.,  realizing a gain of $54,908 and  interest  income of
     $7,231.

(G)  During 1998, the Partnership sold its remaining  investment of 118,000 
     shares of Envirogen,  Inc. common stock for $160,708,
     realizing a loss of $252,292.

(H)  In  June  1998,  the  Partnership  sold  its  investment  in  Excel  Energy
     Technologies, Ltd. for $16,723, realizing a loss of $649,684. Additionally,
     the  $50,000  note due from  Excel  Energy  was  repaid in full  along with
     interest totaling $3,607.

(I)  During 1998, the Partnership sold its investment in Independent Gas Company
     Holdings, Inc. for $1,278,800, realizing a gain of $811,464.

(J) In April  1998,  the  Partnership  sold its  remaining  interest  in QuanTEM
Laboratories L.L.C. for $2,500.

(K)  In February  1998,  the  Partnership  received a $25,000  payment from
     Silverado  Foods,  Inc.,  representing a $21,260 loan
     repayment and $3,740 of interest.

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

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

See notes to Financial Statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
As of December 31, 1997
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

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

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


(A)  Public company

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


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

See notes to financial statements.


<PAGE>


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


                                                                                 1998             1997               1996      
                                                                            -------------     --------------    ---------------

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                        <C>               <C>                  <C>            
   Interest from short-term investments                                    $      25,886     $         67,561     $        36,435
   Interest and other income (loss) from portfolio investments                    35,645                  480             (41,709)
                                                                           -------------     ----------------     ---------------
   Total investment income                                                        61,531               68,041              (5,274)
                                                                           -------------     ----------------     ---------------

   Expenses:

   Management fee                                                                200,000              200,000             200,000
   Professional fees                                                              66,765               42,789              82,193
   Independent General Partners' fees                                             60,000               60,000              59,000
   Mailing and printing                                                           17,949               14,486              16,392
   Custodial fees                                                                  1,565               (1,638)              5,735
   Miscellaneous                                                                   2,631                3,354               3,956
                                                                           -------------     ----------------     ---------------
   Total expenses                                                                348,910              318,991             367,276
                                                                           -------------     ----------------     ---------------

NET INVESTMENT LOSS                                                             (287,379)            (250,950)           (372,550)

Net realized (loss) gain from investments                                       (236,228)             939,317             370,161
                                                                           -------------     ----------------     ---------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                        (523,607)             688,367              (2,389)

Change in unrealized appreciation of investments                                 717,196           (1,995,116)          2,045,632
                                                                           -------------     ----------------     ---------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                               $     193,589     $     (1,306,749)    $     2,043,243
                                                                           =============     ================     ===============


</TABLE>

See notes to financial statements.


<PAGE>


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


                                                                                   1998              1997             1996     
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                           <C>               <C>               <C>           
Net investment loss                                                           $     (287,379)   $    (250,950)    $    (372,550)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Increase (decrease) in payables                                                       30,455           (5,986)           66,249
Decrease (increase) in accrued interest on short-term investments                          -            5,276            (4,880)
(Increase) decrease in receivables                                                   (28,298)            (480)           44,653
                                                                              --------------    -------------     -------------
Cash used for operating activities                                                  (285,222)        (252,140)         (266,528)
                                                                              --------------    -------------     -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Cost of portfolio investments purchased                                              (53,918)        (650,000)         (151,200)
Proceeds from the sale of portfolio investments                                    1,794,405        2,443,646           781,633
Proceeds from the repayment of notes and bridge loan                                  71,260                -                 -
Net return from (purchase of) short-term investments                                       -          493,461          (244,530)
                                                                              --------------    -------------     -------------
Cash provided from investing activities                                            1,811,747        2,287,107           385,903
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Increase (decrease) in cash and cash equivalents                                     646,303         (295,032)          119,375
Cash and cash equivalents at beginning of year                                        85,653          380,685           261,310
                                                                              --------------    -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                      $      731,956    $      85,653     $     380,685
                                                                              ==============    =============     =============



</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December  31, 1996, 1997 and 1998
<TABLE>
                                                                                             Unallocated
                                         Managing        Individual                         Net Unrealized
                                          General          General           Limited         Appreciation
                                          Partner         Partners          Partners        of Investments           Total    

<S>                    <C> <C>           <C>              <C>            <C>                 <C>                <C>           
Balance as of December 31, 1995          $   62,194       $  2,405       $   6,154,875       $   2,974,052      $    9,193,526

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

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

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

Change in unrealized
  appreciation of investments                     -              -                   -           2,045,632           2,045,632
                                         ----------       --------       -------------       -------------      --------------

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

Cash 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
                                         ==========       ========       =============       =============         ===========
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $668,
     $734,  and $1,035 as of December  31,  1998,  1997 and 1996,  respectively.
     Cumulative cash  distributions  paid to Limited  Partners  totaled $560 per
     Unit as of December 31, 1998.

See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS

1.       Organization and Purpose

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

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not engage in any other business or activity.  The Managing General Partner
is working toward the ultimate termination of the Partnership,  with an emphasis
on  liquidating  the  remaining  assets  as soon as  practical  with the goal of
maximizing returns. The Partnership's  originally scheduled termination date was
December 31, 1998. 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.

2.       Significant Accounting Policies

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

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


<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  $3.7  million as of December  31,  1998,  which was  recorded for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception to December 31,  1998,  other timing  differences
totaling $1.5 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.

Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.

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 Partnership and
the Management  Company  agreed to reduce the minimum  management fee payable by
the  Partnership  from $200,000 to $160,000 per annum effective as of January 1,
1999. Such fee is determined and paid quarterly.


<PAGE>


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

5.       Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent  General  Partners  have  received  $16,000  annually  in  quarterly
installments,  $1,000 for each meeting of the General Partners attended,  $1,000
for each committee  meeting attended ($500 if a committee meeting is held on the
same day as a meeting of the General  Partners)  and $500 for  meetings  held by
telephone  conference.  In  connection  with  the  extension  of the term of the
Partnership,  the Individual  General  Partners have agreed to reduce the annual
fee paid by the Partnership to each Independent  General Partner from $16,000 to
$12,000  effective  as of  January  1,  1999.  The  meeting  fees  paid  to  the
Independent General Partners will remain unchanged.

6.       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.

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, 1998 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, 1995                       $     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
                                                     ------------       -----------    --------------      --------
Cumulative as of December 31, 1998                   $     57,990       $     2,240    $    5,738,880      $    560
                                                     ============       ===========    ================    ========
</TABLE>

8.       Portfolio Investments

As of December 31, 1998, the Partnership's  portfolio investments,  all of which
are located in the state of Oklahoma, were categorized as follows:
<TABLE>

Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>   
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>


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 47
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March  16, 1999 (3)
Since the beginning of 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 71
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 16, 1999 (3)
Since1988 Director of Techlaw,  Inc.; since 1995, President of Paice Corp.; from
     1983 to 1990,  Executive Vice President of Private Sector Counsel;  in 1983
     and 1984, Vice President, Corporate Finance, Union Bank of California; from
     1968 to 1983, founder and Chief Executive Officer of Systems Control Inc.

George A. Singer (1)
2222 E. 25th Place
Tulsa, OK  74114
Age 51
Individual General Partner since 1995
0 Units of the Partnership beneficially owned as of March 16, 1999 (3)
Since 1978, Manager and Principal of Singer Bros. and General Partner of several
      related family entities;  since 1978,  Executive Vice  President, 
      Pedestal  Oil  Company,  Inc.;  since  1981,  Director of Manchester 
      Pipeline  Corporation;  a member of the  Independent  Petroleum
     Association of America.

Bruce W. Shewmaker (2)
12 Briarwood Drive
Short Hills, NJ 07078
Age 53
Individual General Partner since 1988
0 Units of the Partnership beneficially owned as of March 16, 1999 (3)
Sincethe beginning of 1999,  Director and Advisor to Direct Stock  Market,  Inc.
     and E*Offering Corp.; from 1997 to December 1998,  President,  Director and
     Senior  Advisor  of the U.S.  Russia  Investment  Fund;  from 1991 to 1996,
     President of New Century Management, Inc., a venture capital management and
     advisory firm; from 1990 to 1991,  venture  investment  advisor with Vector
     Securities  International,  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 Mr. Caruso,  Mr. Cohen and Ms.
Herte is South Tower, World Financial Center, New York, NY 10080.

Kevin K. Albert, Age 46, 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 47
Officer or Director since 1998
         Director of MLIBK,  joined  Merrill Lynch in January  1975.  Mr. Caruso
         manages the  Investment  Banking  Group  Corporate  Accounting,  master
         Leases  and  off  Balance  Sheet  accounting  functions  as well as the
         Controller's area of the Partnership Analysis and Finance Group.

David  G. Cohen
Vice President and Director
Age 36
Officer or Director since 1997
         Vice President of MLIBK, joined Merrill Lynch in 1987.

Diane T. Herte
Vice President and Treasurer
Age 38
Officer or Director since 1995
         Vice  President of MLIBK since 1996 and  previously  an Assistant  Vice
         President  of Merrill  Lynch & Co.  Corporate  Credit Group since 1992,
         joined  Merrill Lynch in 1984.  Ms.  Herte's  responsibilities  include
         controllership   and   financial   management   functions  for  certain
         partnerships and other entities for which subsidiaries of Merrill Lynch
         are the general partner, manager or administrator

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

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

Item 11.      Executive Compensation.

Compensation - The Partnership pays each  Independent  General Partner 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
all non-interested  Individual General Partners' actual  out-of-pocket  expenses
relating to  attendance  at  meetings.  Additionally,  the  Independent  General
Partners receive $1,000 for each meeting of the Audit Committee  attended unless
such  committee  meeting is held on the same day as a meeting of the  Individual
General  Partners.  In such case, the Independent  General Partners receive $500
for each meeting of the Audit Committee attended. The aggregate fees paid by the
Partnership to the Independent General Partners for the years ended December 31,
1998, 1997, and 1996, totaled $60,000, $60,000 and $59,000, respectively. During
1998, the annual fee paid to each Independent  General Partner was $16,000.  The
meeting fees paid to the Independent General Partners will remain unchanged.

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, 1998, the  Partnership  had a net realized loss
from operations of $523,607.  For the years ended December 31, 1997 and 1996 the
Partnership  had a net  realized  gain from  operations  of  $688,367  and a net
realized loss from  operations of $2,389,  respectively.  In accordance with the
Partnership's  allocation procedure,  the Managing General Partner was allocated
($5,236),  $6,883 and ($24) of such gains  (losses) for the years ended December
31, 1998, 1997 and 1996, respectively.

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.  During 1996,  the  Partnership  made cash  distributions  to
Partners totaling $517,576. Limited Partners received $512,400, or $50 per Unit,
the Individual  General Partners  received $192 and the Managing General Partner
received  $4,984.  Cumulative cash  distributions  to Partners from inception to
December 31, 1998 total $5,799,110;  consisting of $5,738,880, or $560 per Unit,
to the Limited Partners,  $2,240 to the Individual  General Partners and $57,990
to the Managing General Partner.

Management Fee - Pursuant to the Management  Agreement,  the Management  Company
receives  a  management  fee at the  annual  rate of 2.5% of the  amount  of the
Partners'  gross  capital   contributions   (net  of  selling   commissions  and
organizational  and  offering  expenses  paid by the  Partnership),  reduced  by
capital  distributed and realized  capital losses,  with a minimum annual fee of
$200,000.  Such fee is determined and paid quarterly in arrears.  The management
fee was $200,000 for each of the years ended  December 31, 1998,  1997 and 1996.
In connection with the extension of the term of the Partnership, the Partnership
and the Management  Company agreed to reduce the minimum  management fee payable
by the Partnership from $200,000 to $160,000,  effective January 1, 1999. 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 16, 1999, 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, 1998.

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. David G. Cohen,  Director and
Vice President of the  Management  Company and a Vice President of ML Investment
Banking,  joined  Merrill Lynch in 1987.  Diane T. Herte,  a Vice  President and
Treasurer  of the  Management  Company  and a Vice  President  of ML  Investment
Banking,  joined Merrill Lynch in 1984. Messrs.  Albert,  Caruso,  Cohen and Ms.
Herte 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, 1998 and 1997

                      Schedule of Portfolio Investments as of December 31, 1998

                      Schedule of Portfolio Investments as of December 31, 1997

                      Statements of Operations for the years ended December 31,
                          1998, 1997 and 1996

                      Statements of Cash Flows for the years ended December 31,
                          1998, 1997 and 1996

                      Statements of Changes in Partners' Capital for the years 
                         ended December 31, 1996, 1997 and 1998

                      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 31st day of March 1999.


       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 31st day of March 1999.


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,
       its General Partner                             Limited Partnership


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,
                                                  Limitd Partnership

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

By:    /s/ David G. Cohen                       By:    /s/   Bruce W. Shewmaker
       David G. Cohen                                        Bruce W. Shewmaker
       Vice President of Merrill Lynch 
          Venture Capital Inc.                              General Partner
                               ML Oklahoma Venture Partners, Limited Partnership