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, 1995

OR

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

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


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


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

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

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

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

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

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

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


<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

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

At March 26, 1996, 10,248 units of limited  partnership  interest ("Units") were
held by non-affiliates of the Registrant. There is no established public trading
market for such Units.





                       DOCUMENTS INCORPORATED BY REFERENCE


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

Portions of the  Registrant's  Form 10-Q for the quarter  ended March 31,  1995,
filed  with  the  Securities  and  Exchange  Commission  on May  12,  1995,  are
incorporated by reference in Part I hereof.

Portions  of the  Registrant's  Form 10-Q for the quarter  ended June 30,  1995,
filed with the  Securities  and  Exchange  Commission  on August 14,  1995,  are
incorporated by reference in Part I hereof.

Portions of the Registrant's Form 10-Q for the quarter ended September 30, 1995,
filed with the  Securities  and Exchange  Commission  on November 13, 1995,  are
incorporated by reference in Part I hereof.



<PAGE>


                                     PART I


Item 1.       Business.

Formation

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

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

The  Partnership was organized as a "qualified  venture  capital  company" under
Oklahoma  law  and,  therefore,  invested  over  55%  of its  capitalization  in
companies which constitute "Oklahoma business ventures", as that term is defined
under  Oklahoma  law.  Accordingly,  the  Partnership's  limited  partners  (the
"Limited  Partners") were entitled to a credit against their 1989 Oklahoma state
income  tax in an  amount  equal  to 20% of  their  original  investment  in the
Partnership.  From its inception  through December 31, 1995, the Partnership had
invested $9.1 million in 18 portfolio  investments of which  approximately  $5.7
million or 62.8% represents investments in Oklahoma business ventures.

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

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



<PAGE>


The Venture Capital Investments

During 1995, the  Partnership  purchased  venture capital  investments  totaling
$213,000  in  four   existing   portfolio   companies.   From  August  14,  1989
(commencement  of operations) to December 31, 1995, the Partnership had invested
$9.1 million in 18 portfolio companies,  representing 99% of the $9.2 million of
net proceeds from the offering of Units. At December 31, 1995, the Partnership's
investment  portfolio  consisted of 11 active  investments  with a cost basis of
$5.8 million and a fair value of $8.8  million.  From its  inception to December
31, 1995,  the  Partnership  had liquidated  investments  with an aggregate cost
basis of $3.3 million.  These liquidated investments returned $3.1 million for a
cumulative net realized loss of $237,000 as of December 31, 1995.

Information with respect to exchange  transactions  affecting the  Partnership's
security  holdings of Data Critical  Corp. set forth in Item 5 of Part II of the
Partnership's quarterly report on Form 10-Q for the quarter ended March 31, 1995
is incorporated herein by reference.

The description of the Partnership's  follow-on investment in Americo Publishing
Inc.  set forth in Item 5 of Part II of the  Partnership's  quarterly  report on
Form  10-Q  for the  quarter  ended  June 30,  1995 is  incorporated  herein  by
reference.

The  descriptions  of  the  Partnership's   follow-on   investments  in  Americo
Publishing Inc. and Silverado Foods,  Inc. set forth in Item 5 of Part II of the
Partnership's  quarterly report on Form 10-Q for the quarter ended September 30,
1995 is incorporated herein by reference.

In December 1995,  the  Partnership  wrote-off its $325,000  investment in Great
Outdoors  Publishing,  Inc., due to business and financial  difficulties  at the
company.

In connection with a financial restructuring of Excel Energy Technologies,  Ltd.
completed in December 1995, the Partnership exchanged its $150,000 note, $13,907
of accrued  interest and 16,304  shares of preferred  stock for 3,492  preferred
shares of Excel Energy. Additionally, as a result of a 1,000-for-1 reverse stock
split effected in connection with the restructuring,  the Partnership  exchanged
its 17,336 shares of common stock for 17 shares of common stock.

Competition

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

Employees

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


<PAGE>


Item 2.       Properties.

The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.

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

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

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


                                     PART II


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

The  information  with  respect to the market for the Units set forth  under the
subcaption  "Substituted  Limited  Partners"  on page 40 of the  Prospectus,  is
incorporated herein by reference.  There is no established public trading market
for the Units as of March 26, 1996. The  approximate  number of holders of Units
as of March  26,  1996 is  1,150.  The  Managing  General  Partner  and the four
Individual  General  Partners  of the  Partnership  also hold  interests  in the
Partnership.

Effective November 9, 1992,  Registrant was advised that Merrill Lynch,  Pierce,
Fenner  &  Smith  Incorporated   ("Merrill  Lynch")  introduced  a  new  limited
partnership  secondary  service available to its clients through Merrill Lynch's
Limited Partnership Secondary Transaction Department.

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

The Managing General Partner's  estimate of net asset value at December 31, 1995
is $888 per Unit, including an assumed allocation of net unrealized appreciation
of investments.  The Managing General  Partner's  estimate of net asset value as
set forth  above  reflects  the  value of the  Partnership's  underlying  assets
remaining  at fiscal  year-end,  whereas the value  provided by the  independent
services  reflects the estimated value of the Partnership Units themselves based
on  information  that was  available on August 15th.  Merrill  Lynch clients may
contact  their  Merrill  Lynch  Financial  Consultants  or telephone  the number
provided to them on their account statements to obtain a general  description of
the methodology  used by the independent  valuation  services to determine their
estimates of value.  The estimated  values provided by the independent  services
and the  Registrant's  current  net asset  value are not market  values and Unit
holders  may not be able to sell their  Units or realize  either  amount  upon a
sale. In addition,  Unit holders may not realize the independent estimated value
or the  Registrant's  current  net  asset  value  upon  the  liquidation  of the
Registrant over its remaining life.

During  1995,  the  Partnership  made cash  distributions  to Partners  totaling
$2,588,889.  The Limited Partners received $2,562,000, or $250 per Unit, and the
General Partners received $26,889.  There were no cash distributions to Partners
during the period from August 14, 1989  (commencement of operations) to December
31, 1994. The  information  under the heading  "Distributions"  contained in the
section entitled "Partnership  Distributions and Allocations" on pages 35 and 36
of the Prospectus is incorporated herein by reference.


<PAGE>


Item 6.       Selected Financial Data.

($ in thousands, except for per Unit information)

<TABLE>
                                                                           Years ended December 31,
                                                            1995          1994             1993           1992          1991
                                                          --------      ----------      ---------       --------      ------
<S>                                                       <C>           <C>             <C>             <C>           <C>      
Net investment income (loss)                              $   (289)     $     (143)     $    (159)      $   (110)     $      55

Realized gain (loss) on investments                          1,651            (272)        (1,043)             -            (63)

Net change in unrealized appreciation
(depreciation) of investments                                 (950)          3,424           (388)         1,167            (18)

Net assets                                                   9,194          11,370          8,361          9,950          8,893

Net unrealized appreciation (depreciation)
of investments                                               2,974           3,924            500            888           (280)

Cash distributions to Partners                               2,589               -              -              -              -

Cost of portfolio investments purchased                        213           1,121          2,543          2,400          1,654

Cumulative cost of portfolio investments                     9,118           8,905          7,784          5,241          2,841

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

Net investment income (loss)                              $    (28)        $   (14)       $   (15)        $  (11)       $     5

Realized gain (loss) on investments                            159             (26)          (101)             -             (6)

Cash distributions                                             250               -              -              -              -

Net unrealized appreciation (depreciation)
of investments                                                 287             379             48             86            (27)

Net asset value, including net unrealized
appreciation (depreciation) of investments                     888           1,098            807            961            859
</TABLE>


<PAGE>


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

Liquidity and Capital Resources

At December 31, 1995, the  Partnership  held $249,000 in short-term  investments
with maturities of less than one year and $261,000 in an  interest-bearing  cash
account.  Interest  earned on such  investments for the years ended December 31,
1995,  1994 and 1993 was $47,000,  $40,000 and $93,000,  respectively.  Interest
earned from short-term  investments in future periods is subject to fluctuations
in short-term  interest rates and changes in amounts available for investment in
such securities.

During 1995, the  Partnership  purchased  venture capital  investments  totaling
$213,000  in  four   existing   portfolio   companies.   From  August  14,  1989
(commencement  of operations) to December 31, 1995, the Partnership had invested
$9.1 million in 18  portfolio  companies,  representing  99% of the original net
proceeds to the Partnership.

Also during 1995, the  Partnership  realized cash returns  totaling $2.7 million
from the sale of certain portfolio  investments,  primarily BACE  Manufacturing,
Inc. and Eckerd Corporation. As a result, the Partnership declared and paid cash
distributions  to  Partners  during  1995  totaling  $2.6  million.  The Limited
Partners  received  $2,562,000,  or $250  per  Unit,  and the  General  Partners
received $27,000.

The Partnership will not purchase any new portfolio investments and, in general,
will distribute to Partners all proceeds  received from the sale of its existing
portfolio investments,  after an adequate reserve for future operating expenses,
as soon as practicable  after receipt.  Funds needed to cover the  Partnership's
future  operating  expenses and follow-on  investments in existing  companies is
expected  to be  obtained  from  existing  cash  reserves,  interest  and  other
investment income and proceeds from the sale of portfolio investments.

Results of Operations

For the year ended  December 31, 1995, the  Partnership  had a net realized gain
from operations of $1.4 million. For the years ended December 31, 1994 and 1993,
the  Partnership  had a net realized  loss from  operations of $415,000 and $1.2
million, respectively. Net realized gain or loss from operations is comprised of
(1)  net  realized  gains  or  losses  from  portfolio  investments  and (2) net
investment   income  or  loss  (interest  and  dividend  income  less  operating
expenses).

Realized  Gains and  Losses  from  Portfolio  Investments  - For the year  ended
December 31, 1995, the Partnership had a $1.7 million net realized gain from its
portfolio investments.  In February, the Partnership sold its investment in BACE
Manufacturing, Inc., for $2.1 million, realizing a gain of $1.6 million. In July
1995, the Partnership sold its 15,491 shares of Eckerd  Corporation common stock
for $480,000, realizing a gain of $337,000.  Additionally in September 1995, the
Partnership  sold its 90,000  common  stock  warrants  of  Envirogen,  Inc.  for
$39,000,  realizing  a gain  of  $39,000.  In  December  1995,  the  Partnership
wrote-off  its $325,000  investment  in Great  Outdoors  Publishing  Inc. due to
business and financial difficulties at the company.

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

For the year ended December 31, 1993, the Partnership had a $1 million  realized
loss from its portfolio investments.  During 1993, the Partnership wrote-off its
$693,000 equity investment in Symex Corp. and wrote-off $350,000 of its $450,000
equity  investment  in Sports  Tactics  International,  Inc. due to business and
financial difficulties at these companies.

Investment Income and Expenses - For the years ended December 31, 1995, 1994 and
1993,  the  Partnership  had a net  investment  loss of  $289,000,  $143,000 and
$159,000,  respectively.  The $146,000  increase in net investment loss for 1995
compared to 1994,  resulted from a $100,000  decline in investment  income and a
$46,000  increase in operating  expenses for 1995 compared to 1994. The decrease
in  investment  income  primarily  was the result of a decrease in interest  and
dividend income from portfolio investments.  Interest from portfolio investments
declined  from $76,000 in 1994 to $48,000 in 1995 due to a decline in the amount
of portfolio debt instruments  outstanding during 1995 compared to 1994. This is
a result of the conversion or liquidation of several  portfolio debt  securities
during 1995. Additionally, dividend income declined $79,000 for 1995 compared to
1994. The Partnership  received $43,000 of dividend income in 1994 from its BACE
Manufacturing  investment,  which was sold in February 1995.  Additionally,  the
Partnership received a $36,000 one-time dividend from Diagnetics,  Inc. in 1994.
The $46,000  increase in operating  expenses for 1995  compared to 1994 resulted
from a $53,000 increase in professional  fees and Independent  General Partners'
fees partially offset by a $7,000 decrease in other expenses.

The $16,000  decrease in net investment loss for 1994 compared to 1993 primarily
was the result of a $39,000  decline in operating  expenses for 1994,  primarily
professional  fees,  partially offset by a $24,000 decline in investment  income
for 1994.  Professional  fees declined $25,000 for 1994, from $78,000 in 1993 to
$53,000 in 1994,  due to a reduction  in the  Partnership's  legal  expenses for
1994.  Investment  income declined  $24,000 for 1994 compared to 1993.  Interest
earned on short-term investments for 1994 declined $53,000, from $93,000 in 1993
to $40,000 in 1994.  This decrease was offset by a $29,000  increase in interest
and other income from portfolio  investments  for 1994, from $126,000 in 1993 to
$155,000 in 1994. The decrease in interest  earned from  short-term  investments
primarily was a result of a decline in the amount  available for  investments in
such  securities  during  1994.  The  increase in interest and other income from
portfolio  investments  for 1994  primarily was the result of an increase in the
amount  invested in interest  bearing debt  securities of portfolio  investments
during 1994 compared to 1993.

The  Management  Company  performs,  or  arranges  for  others to  perform,  the
management  and  administrative  services  necessary  for the  operation  of the
Partnership.  The  Management  Company  receives a management fee of 2.5% of the
gross capital  contributions to the Partnership,  reduced by selling commissions
and  organizational  and  offering  expenses  paid by the  Partnership,  capital
distributed and realized losses,  with a minimum fee of $200,000 annually.  Such
fee is determined  and paid  quarterly.  The  management fee for the years ended
December  31,  1995,  1994  and  1993,  was  $200,000,  $200,000  and  $204,000,
respectively.  To the extent  possible,  the  management  fee and other expenses
incurred  directly  by  the  Partnership  are  paid  with  funds  provided  from
operations.

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

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

For the year ended December 31, 1993, the  Partnership had a net unrealized loss
of $928,000  resulting from the net downward  revaluation  of certain  portfolio
investments. Additionally during 1993, the Partnership transferred $540,000 from
unrealized loss to realized loss relating to portfolio  investments  written-off
in 1993,  as discussed  above.  The $928,000  unrealized  loss less the $540,000
transfer from unrealized loss to realized loss,  resulted in a $388,000 decrease
to net unrealized appreciation of investments for 1993.

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

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

At  December  31,  1994,  the  Partnership's  net  assets  were  $11.4  million,
reflecting  an increase of $3 million  from $8.4  million at December  31, 1993.
This increase reflects the $3.4 million increase in net unrealized  appreciation
of  investments  partially  offset  by  the  $415,000  net  realized  loss  from
operations for 1994.

At December 31, 1993, the Partnership's net assets were $8.4 million,  down $1.6
million from $10 million at December 31, 1992.  This decrease  reflects the $1.2
million net  realized  loss from  operations  and the  $388,000  decrease to net
unrealized appreciation of investments for 1993.

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, 1995, 1994 and 1993 was $888, $1,098
and $807, respectively.



<PAGE>


Item 8.       Financial Statements and Supplementary Data.

                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
                                      INDEX

Independent Auditors' Report

Balance Sheets as of December 31, 1995 and 1994

Schedule of Portfolio  Investments as of December 31, 1995 Schedule of Portfolio
Investments as of December 31, 1994

Statements of Operations for the years ended December 31, 1995, 1994 and 1993

Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993

Statements  of Changes in  Partners'  Capital for the years ended  December  31,
1993, 1994 and 1995

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, 1995 and 1994,  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, 1995. 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, 1995 and 1994 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  at December 31, 1995 and
1994, 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,
1995 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$8,345,312  and  $10,296,209  at  December  31,  1995  and  1994,  respectively,
representing 91% of net assets,  respectively,  whose values have been estimated
by the Managing General Partner in the absence of readily  ascertainable  market
values.  We have reviewed the procedures used by the Managing General Partner in
arriving  at its  estimate  of  value  of such  securities  and  have  inspected
underlying documentation,  and, in the circumstances,  we believe the procedures
are  reasonable  and the  documentation  appropriate.  However,  because  of the
inherent   uncertainty  of  valuation,   those   estimated   values  may  differ
significantly  from the values that would have been used had a ready  market for
the securities existed, and the differences could be material.


Deloitte & Touche LLP


New York, New York
February 19, 1996



<PAGE>


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


<TABLE>
                                                                                                1995                 1994
                                                                                            --------------     ----------
ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $5,787,960 at
<S>            <C> <C>      <C>                    <C> <C>                                  <C>                <C>             
      December 31, 1995 and $6,582,245 at December 31, 1994)                                $    8,762,012     $     10,506,209
   Short-term investments, at amortized cost - Note 8                                              249,327              597,738
Cash and cash equivalents                                                                          261,310              291,508
Accrued interest and other receivables                                                              44,653               76,706
                                                                                            --------------     ----------------

TOTAL ASSETS                                                                                $    9,317,302     $     11,472,161
                                                                                            ==============     ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                            $       39,353     $         26,710
Due to Management Company - Note 4                                                                  69,423               62,032
Due to Independent General Partners - Note 6                                                        15,000               13,000
                                                                                            --------------     ----------------
   Total liabilities                                                                               123,776              101,742
                                                                                            --------------     ----------------

Partners' Capital:
Managing General Partner                                                                            62,194               74,464
Individual General Partners                                                                          2,405                2,878
Limited Partners (10,248 Units)                                                                  6,154,875            7,369,113
Unallocated net unrealized appreciation of investments - Note 2                                  2,974,052            3,923,964
                                                                                            --------------     ----------------
   Total partners' capital                                                                       9,193,526           11,370,419
                                                                                            --------------     ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $    9,317,302     $     11,472,161
                                                                                            ==============     ================
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1995

<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Americo Publishing, Inc.
<C>                                                                           <C>           <C>                 <C>            
10% Demand Promissory Note                                               Feb. 1994          $      225,000      $       112,500
8% Demand Promissory Note                                                                           30,000               15,000
9% Demand Promissory Notes                                                                          59,000               54,500
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company
275,317 shares of Common Stock                                           Oct. 1992                 600,191              600,191
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)(C)
637,500 shares of Preferred Stock                                        April 1993                600,000            1,050,000
Warrant to purchase 875,000 shares of Common Stock
   at $.40 per share, expiring 10/6/97                                                                   0              350,000
-------------------------------------------------------------------------------------------------------------------------------
Diagnetics, Inc.*(B)(D)
314,807 shares of Preferred Stock                                        April 1991                785,753              785,753
21,413 shares of Common Stock                                                                       27,857               27,857
-------------------------------------------------------------------------------------------------------------------------------
Enerpro International, Inc.*
35,000 shares of Preferred Stock                                         Aug. 1993                 350,000              350,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)(E)
150,000 shares of Common Stock                                           Sept. 1991                525,000              416,700
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)(F)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907              538,907
17 shares of Common Stock                                                                            2,500                    0
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.*(G)
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)(H)
705,681 shares of Common Stock                                           June 1992                 529,900            1,614,245
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.*
474,007 shares of Preferred Stock                                        May 1991                  921,305            2,370,035
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0                8,777
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.
21,052 shares of Common Stock                                            July 1994                     211                  211
-------------------------------------------------------------------------------------------------------------------------------

Totals(I)                                                                                   $    5,787,960      $     8,762,012
                                                                                            ===================================
</TABLE>


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
December 31, 1995


(A)  Public company

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

(C)  During the year,  Data  Critical  effected  a 10-for-1  split of its common
     stock.  As a result,  the  Partnership  exchanged  its  warrant to purchase
     87,500  shares of common stock at $4.00 per share for a warrant to purchase
     875,000 shares of common stock at $.40 per share. Additionally, in February
     1995, the Partnership  exchanged its $350,000  promissory note and $100,000
     for 562,500 preferred shares of the company.

(D)  The Partnership received 11,407 shares of Diagnetics,  Inc. common stock as
     a result of a stock distribution made by the company in December 1995.

(E)  In September  1995, the  Partnership  sold its 90,000  warrants to purchase
     common stock of Envirogen, Inc. for $39,344, realizing a gain of $39,344.

(F)  In connection with a financial  restructuring of Excel Energy Technologies,
     Ltd.  completed in December  1995, the  Partnership  exchanged its $150,000
     note,  $13,907 of accrued interest and 16,304 shares of preferred stock for
     3,492  preferred  shares of Excel  Energy.  Additionally,  as a result of a
     1,000-for-1   reverse  stock  split   effected  in   connection   with  the
     restructuring,  the Partnership exchanged its 17,336 shares of common stock
     for 17 shares of common stock.

(G)  On December 31, 1995, the Partnership converted its $14,100 promissory note
     due from Independent Gas Company Holdings, Inc. into 14 shares of preferred
     stock and 406 shares of common stock of the company.

(H)  In July 1995,  the  Partnership  exercised  its warrant to purchase  22,500
     shares of  Silverado  Foods,  Inc.  common  stock for $9,900,  or $0.44 per
     share.

(I)  In  February   1995,   the   Partnership   sold  its   investment  in  BACE
     Manufacturing,  Inc. for  $2,138,475,  realizing a gain of $1,599,475.  The
     Partnership  has $69,611  remaining in escrow relating to the sale of BACE,
     the release of which is contingent upon certain events. The Partnership has
     $69,611  remaining in escrow  relating to the sale of BACE,  the release of
     which is contingent upon certain events. In July 1995, the Partnership sold
     its investment in of Eckerd  Corporation for $479,911,  realizing a gain of
     $336,919.  On December 31, 1995,  the  Partnership  wrote-off  its $325,000
     investment in Great Outdoors Publishing, Inc.

* 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
December 31, 1994


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Americo Publishing, Inc.
<C>                                                                           <C>           <C>                <C>             
10% Demand Promissory Notes                                              Feb. 1994          $      225,000     $        225,000
-------------------------------------------------------------------------------------------------------------------------------
BACE Manufacturing, Inc.*
1,078 shares of Preferred Stock                                          Feb. 1992                 539,000            1,931,200
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company
275,317 shares of Common Stock                                           Oct. 1992                 600,191              600,191
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
75,000 shares of Preferred Stock                                         April 1993                150,000              150,000
8% Promissory Note due 4/6/95                                                                      350,000              350,000
Warrant to purchase 87,500 shares of Common Stock
    at $4 per share, expiring 10/6/97                                                                    0                    0
-------------------------------------------------------------------------------------------------------------------------------
Diagnetics, Inc.*(B)
314,807 shares of Preferred Stock                                        April 1991                800,582              800,582
10,006 shares of Common Stock                                                                       13,028               13,028
-------------------------------------------------------------------------------------------------------------------------------
Eckerd Corporation*(A)
15,491 shares of Common Stock                                            July 1992                 142,992              406,755
-------------------------------------------------------------------------------------------------------------------------------
Enerpro International, Inc.*
35,000 shares of Preferred Stock                                         Aug. 1993                 350,000              350,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
150,000 shares of Common Stock                                           Sept. 1991                525,000              210,000
90,000 Warrants to purchase 45,000 shares of Common
    Stock at $5.20 per share, expiring 10/13/98                                                          0               12,645
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
16,304 shares of Preferred Stock                                         Oct. 1993                 500,000              500,000
17,336 shares of Common Stock                                                                        2,500                2,500
9% Debenture due 12/8/95                                                                           150,000              150,000
-------------------------------------------------------------------------------------------------------------------------------
Great Outdoors Publishing, Inc.*(B)
275,000 shares of Preferred Stock                                        Aug. 1992                 275,000               75,000
8% Demand Promissory Notes                                                                          50,000               50,000
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.*
450 shares of Preferred Stock                                            June 1993                 450,000              450,000
4,786 shares of Common Stock                                                                         3,336                3,336
10% Promissory Note due 2/20/95                                                                     14,100               14,100
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
December 31, 1994


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Silverado Foods, Inc.*(A)(B)
<C>                                                                           <C>           <C>                <C>             
683,181 shares of Common Stock                                           June 1992          $      520,000     $      2,017,775
Warrant to purchase 22,500 shares of Common Stock
    at $0.44 per share, expiring 1/19/98                                                                 0               56,554
Warrant to purchase 12,121 shares of Common Stock
    at $8.25 per share, expiring 6/2/99                                                                  0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.*(B)
474,007 shares of Preferred Stock                                        May 1991                  921,305            2,137,332
Warrant to purchase 12,539 shares of Common Stock
    at $4.30 per share, expiring 10/18/98                                                                0                    0
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.
21,052 shares of Common Stock                                            July 1994                     211                  211
-------------------------------------------------------------------------------------------------------------------------------

TOTALS                                                                                      $    6,582,245     $     10,506,209
                                                                                            ===================================
</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>
                                                                                 1995             1994               1993
                                                                            -------------     --------------    ---------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                         <C>               <C>               <C>            
   Interest from short-term investments                                     $      46,514     $       40,371    $        93,067
   Interest and other income from portfolio investments                            48,342             75,684             48,648
   Dividend income                                                                      -             78,890             76,968
                                                                            -------------     --------------    ---------------
   Total investment income                                                         94,856            194,945            218,683
                                                                            -------------     --------------    ---------------

   Expenses:

   Management fee - Note 4                                                        200,000            200,000            204,256
   Professional fees                                                               86,850             52,799             78,123
   Independent General Partners' fees - Note 6                                     72,245             52,826             57,230
   Mailing and printing                                                            17,483             18,566             21,311
   Amortization of deferred organizational costs - Note 2                               -              5,964              9,544
   Custodial fees                                                                   5,938              6,664              5,967
   Miscellaneous                                                                    1,170              1,180                918
                                                                            -------------     --------------    ---------------
   Total expenses                                                                 383,686            337,999            377,349
                                                                            -------------     --------------    ---------------

NET INVESTMENT LOSS                                                              (288,830)          (143,054)          (158,666)

Net realized gain (loss) from investments                                       1,650,738           (271,775)        (1,042,899)
                                                                            -------------     --------------    ---------------

NET REALIZED GAIN (LOSS) FROM OPERATIONS
   (allocable to Partners) - Note 3                                             1,361,908           (414,829)        (1,201,565)

Net change in unrealized appreciation of investments                             (949,912)         3,424,316           (387,994)
                                                                            -------------     --------------    ---------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                                $     411,996     $    3,009,487    $    (1,589,559)
                                                                            =============     ==============    =============== 
</TABLE>


See notes to financial statements.


<PAGE>


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


<TABLE>
                                                                                   1995              1994             1993
                                                                              --------------    -------------     --------

CASH FLOWS USED FOR OPERATING ACTIVITIES
<S>                                                                           <C>               <C>               <C>           
Net investment loss                                                           $     (288,830)   $    (143,054)    $    (158,666)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Amortization of deferred organizational costs                                              -            5,964             9,544
Increase (decrease) in payables                                                       22,034          (20,226)            9,237
Decrease in accrued interest on short-term investments                                   489               18             4,796
(Increase) decrease in receivables and other assets                                    5,866          (15,638)          (20,671)
                                                                              --------------    -------------     -------------
Cash used for operating activities                                                  (260,441)        (172,936)         (155,760)
                                                                              --------------    -------------     -------------

CASH FLOWS PROVIDED FROM (USED FOR)
   INVESTING ACTIVITIES

Cost of portfolio investments purchased                                             (212,807)      (1,121,489)       (2,542,497)
Proceeds from the sale of portfolio investments                                    2,684,017           25,113                 -
Net deposits released from escrow                                                          -                -            70,295
Net return from short-term investments                                               347,922          399,987         2,979,364
Repayment of investments in notes                                                          -          280,000             5,000
                                                                              --------------    -------------     -------------
Cash provided from (used for) investing activities                                 2,819,132         (416,389)          512,162
                                                                              --------------    -------------     -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Increase (decrease) in cash and cash equivalents                                     (30,198)        (589,325)          356,402
Cash and cash equivalents at beginning of period                                     291,508          880,833           524,431
                                                                              --------------    -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $      261,310    $     291,508     $     880,833
                                                                              ==============    =============     =============
</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, 1993, 1994 and 1995


<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 at December 31, 1992             $   90,629       $  3,502       $   8,968,718       $     887,642      $    9,950,491

Net investment loss                          (1,587)           (61)           (157,018)                  -            (158,666)

Net realized loss from investments          (10,429)          (403)         (1,032,067)                  -          (1,042,899)

Net change in unrealized
appreciation of investments                       -              -                   -            (387,994)           (387,994)
                                         ----------       --------       -------------       -------------      --------------

Balance at December 31, 1993                 78,613          3,038           7,779,633(A)          499,648           8,360,932

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

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

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

Balance at December 31, 1994                 74,464          2,878           7,369,113(A)        3,923,964          11,370,419

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

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

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

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

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

Balance at December 31, 1995             $   62,194       $  2,405       $   6,154,875(A)    $   2,974,052      $    9,193,526
                                         ==========       ========       =============       =============      ==============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $888,
     $1,098  and  $807 at  December  31,  1995,  1994  and  1993,  respectively.
     Cumulative cash  distributions  paid to Limited  Partners  totaled $250 per
     Unit at December 31, 1995.

See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS


1.       Organization and Purpose

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

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

2.       Significant Accounting Policies

Valuation of Investments - Short-term  investments are carried at amortized cost
which approximates  market.  Portfolio  investments are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the Individual  General  Partners.  The Managing General Partner  determines the
fair value of its portfolio investments by applying consistent  guidelines.  The
fair value of public securities is adjusted to the average closing public market
price for the last five trading days of the quarter 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


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

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 $3 million
at December 31, 1995, which was recorded for financial statement  purposes,  was
not  recognized for tax purposes.  Additionally,  from inception to December 31,
1995,  other timing  differences  totaling $1.2 million relating to the original
sales  commissions  paid and other costs of selling the Units have been recorded
on the Partnership's financial statements but have not yet been deducted for tax
purposes.

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

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

3.       Allocation of Partnership Profits and Losses

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

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

4.       Related Party Transactions

The  Management  Company  performs,  or  arranges  for  others to  perform,  the
management  and  administrative  services  necessary  for the  operation  of the
Partnership.  The Management Company receives a management fee at an annual rate
of 2.5% of the  gross  capital  contributions  to the  Partnership,  reduced  by
selling

<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS


commissions and  organizational  and offering  expenses paid by the Partnership,
capital  distributed and realized losses, with a minimum annual fee of $200,000.
Such fee is determined and paid quarterly.

5.       Limitation on Operating Expenses

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

6.       Independent General Partners' Fees

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

7.       Cash Distributions

Cash  distributions  paid  during the  periods  presented  and  cumulative  cash
distributions to Partners from the inception of the Partnership through December
31, 1995 are listed below:

<TABLE>
                                                           General              Limited              Per $1,000
Distribution Date                                         Partners             Partners                 Unit
<S>   <C> <C>                                           <C>                 <C>                        <C>   
April 17, 1995                                          $         0         $    2,049,600             $  200
October 19, 1995                                             26,889                512,400                 50
                                                        -----------         --------------             ------

Cumulative totals at December 31, 1995                  $    26,889         $    2,562,000             $  250
                                                        ===========         ==============             ======
</TABLE>

8.     Short-Term Investments

At December 31, 1995 and 1994, the Partnership's short-term securities consisted
of the following investments in commercial paper:

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

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

December 31, 1994:
First Brands Commercial Inc.                    5.90%         1/23/95      $    596,853        $    597,738     $       600,000
                                                                           ------------        ------------     ---------------
</TABLE>


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS


9.     Portfolio Investments

As of December 31, 1995,  the  Partnership's  investments  were  categorized  as
follows:


<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      1,688,995             $     3,021,317                33%
Preferred Stock                                             3,784,965                   5,558,695                60%
Debt Securities                                               314,000                     182,000                 2%
                                                     ----------------             ---------------            -------
                                                     $      5,787,960             $     8,762,012                95%
                                                     ================             ===============            =======

Country/Geographic Region
Oklahoma                                             $      4,348,558             $     7,562,910                82%
Non-Oklahoma                                                1,439,402                   1,199,102                13%
                                                     ----------------             ---------------            -------
                                                     $      5,787,960             $     8,762,012                95%
                                                     ================             ===============            =======

Industry
Publishing                                           $        314,000             $       182,000                 2%
Retail - Apparel                                              600,191                     600,191                 6%
Food Manufacturing + Distribution                             529,900                   1,614,245                18%
Energy/Natural Gas                                          1,133,743                   1,006,243                11%
Data Communications                                           600,000                   1,400,000                15%
Oil and Gas Equipment and Services                            350,000                     350,000                 4%
Environmental Technology                                      525,000                     416,700                 4%
Healthcare/Biotechnology                                      921,516                   2,379,023                26%
Measurement Instrumentation                                   813,610                     813,610                 9%
                                                     ----------------             ---------------            -------
                                                     $      5,787,960             $     8,762,012                95%
                                                     ================             ===============            =======
</TABLE>


* Percentage of net assets is based on fair value.



<PAGE>



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

None


                                    PART III


Item 10.      Directors and Executive Officers of the Registrant.

The Partnership

GENERAL PARTNERS

The five General  Partners of the Partnership are responsible for the management
and administration of the Partnership.  The General Partners consist of the four
Individual General Partners and the Managing General Partner. As required by the
Investment Company Act of 1940 (the "Investment Company Act"), a majority of the
General  Partners must be individuals  who are not  "interested  persons" of the
Partnership  as defined in the  Investment  Company 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 Investment Company 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 until  successors have been elected or until their earlier
resignation or removal.

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

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



<PAGE>


Individual General Partners

William C. Liedtke, III (1)
P.O. Box 54369
Oklahoma City, OK 73154
Age 44
Individual General Partner since 1988
0 Units of the Partnership beneficially owned at March 26, 1996 (3)
Energy consultant since 1991; Assistant to the Governor of the State of Oklahoma
     from 1989 to 1991; an independent  natural gas marketing  consultant  since
     1984; an oil and gas marketing manager for Trigg Drilling Company,  Inc.; a
     member of the State Bar of Texas; a trustee of the Casady School.

Richard P. Miller (1)
7500 N. Mockingbird Lane
Paradise Valley, AZ  85253
Age 68
Individual General Partner since 1988
0 Units of the Partnership beneficially owned at March 26, 1996 (3)
Since1988 Director and Chief  Financial  Officer of Techlaw,  Inc.; from 1983 to
     1990, Executive Vice President of Private Sector Counsel; in 1983 and 1984,
     Vice President,  Corporate Finance, Union Bank of California;  from 1968 to
     1983, founder and Chief Executive Officer of Systems Control Inc.

George A. Singer (1)
2222 E. 25th Place
Tulsa, OK  74114
Age 48
Individual General Partner since 1995
0 Units of the Partnership beneficially owned at March 26, 1996 (3)
Since1978 General Partner of Singer Bros. and several  related family  entities;
     Executive  Vice  President,   Pedestal  Oil  Company,   Inc.;  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 50
Individual General Partner since 1988
0 Units of the Partnership beneficially owned at March 26, 1996 (3)
Since1992  President  of  New  Century   Management   Inc.,  a  venture  capital
     management  and  advisory  firm;  since  1991,  a  self-employed   business
     consultant;  from 1990 to 1991,  venture  investment  advisor  with  Vector
     Securities  International  Inc., an investment banking firm specializing in
     health care  companies;  from 1984 to 1990,  President of Merrill Lynch R&D
     Management Inc.; from 1982 to 1983 and from 1988 to 1990, Vice President of
     Merrill Lynch Venture Capital Inc.

(1)  Member of Audit Committee.
(2)  Interested  person,  as  defined  in the  Investment  Company  Act,  of the
     Partnership.
(3)  Each Individual  General  Partner has contributed  $1,000 to the capital of
     the Partnership. Mr. Shewmaker is a limited partner of the Managing General
     Partner  of the  Partnership.  The  Managing  General  Partner  contributed
     $103,556 to the capital of the  Partnership.  George A. Singer succeeded to
     the interest of a prior Independent  General Partner who contributed $1,000
     to the capital of the Partnership.

The Managing General Partner

MLOK Co.,  Limited  Partnership  (the "Managing  General  Partner") is a limited
partnership  organized on July 15, 1988 under the laws of the State of Oklahoma.
The Managing General Partner maintains its legal address at Meridian Tower, 5100
East Skelly Drive, Suite 1060, Tulsa, OK 74135. The Managing General Partner has
acted as the managing  general partner of the Partnership  since the Partnership
commenced operations on August 14, 1989. The Managing General Partner is engaged
in no other  activities  at the date hereof.  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  and  C.  James  Bode,   independent
contractors to the  Management  Company.  Information  concerning the Management
Company is set forth below.

The Management Company

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

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

Kevin K. Albert, Age 43, Director, President
Officer or Director since 1990
Managing Director of Merrill Lynch & Co. Investment  Banking Division  ("MLIBK")
     since 1988; Vice President of MLIBK from 1983 to 1988.



<PAGE>


Robert F. Aufenanger, Age 42, Director and Executive Vice President
Officer or Director since 1990
Vice President  of Merrill  Lynch & Co.  Corporate  Credit and  Director  of the
     Partnership  Management  Group since  1991;  Director of MLIBK from 1990 to
     1991; Vice President of MLIBK from 1984 to 1990.

Steven N. Baumgarten, Age 40, Vice President Officer or Director since 1993 Vice
President of MLPF&S since 1986.

Michael E. Lurie, Age 52, Director, Vice President
Officer or Director since 1995
FirstVice President of Merrill Lynch & Co.  Corporate Credit and Director of the
     Asset Recovery Management  Department,  joined Merrill Lynch in 1970. Prior
     to his  present  position,  Mr.  Lurie was the  Director of Debt and Equity
     Markets Credit  responsible for the global  allocation of credit limits and
     the approval and structuring of specific  transactions  related to debt and
     equity  products.  Mr.  Lurie also served as Chairman of the Merrill  Lynch
     International Bank Credit Committee.

Diane T. Herte
Vice President and Treasurer
Age 35
Officer or Director since 1995
Assistant Vice President of Merrill Lynch & Co.  Corporate Credit since 1992 and
     joined  Merrill  Lynch  in  1984.  Ms.  Herte's   responsibilities  include
     controllership and financial  management functions for certain partnerships
     for which  subsidiaries  of ML Leasing  Equipment  Corp.,  an  affiliate of
     Merrill Lynch, are general partners.

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 $16,000 in quarterly  installments,  $1,000 per meeting of the Individual
General Partners  attended and $500 for participating in each special meeting of
the Individual General Partners conducted by telephone  conference call and pays
all non-interested  Individual General Partners' actual  out-of-pocket  expenses
relating to attendance at meetings.  The Independent  General  Partners  receive
$1,000 for each meeting of the Audit  Committee  attended  unless such committee
meeting is held on the same day as a meeting of the Individual General Partners.
In such case, the Independent  General Partners receive $500 for each meeting of
the Audit  Committee  attended.  The  aggregate  fees and  expenses  paid by the
Partnership to the Independent General Partners for the years ended December 31,
1995, 1994 and 1993, totaled $72,245, $52,826 and $57,230, respectively.

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

For the year ended  December 31, 1995 the  Partnership  had a net realized  gain
from  operations of $1,361,908.  For the years ended December 31, 1994 and 1993,
the  Partnership  had a net  realized  loss  from  operations  of  $414,829  and
$1,201,565,  respectively.  In  accordance  with  the  Partnership's  allocation
procedure,  the  Managing  General  Partner was  allocated  $13,619,  $4,149 and
$12,016 such gains and losses.  In March 1995, the General  Partners  approved a
cash distribution to the Limited Partners totaling $2 million, or $200 per Unit.
The  distribution  was paid in April 1995 to Limited Partners of record on March
31, 1995.  Additionally,  in September  1995,  the General  Partners  approved a
$512,000 cash  distribution to Limited Partners of record on September 30, 1995.
The  distribution  was paid in  October  1995 to Limited  Partners  of record on
September 30, 1995.
The General Partners also received a distribution totaling $26,889.

Management Fee - The Management  Agreement provides that as compensation for its
services to the  Partnership,  the Management  Company will receive a fee at the
annual rate of 2.5% of the amount of the partners'  gross capital  contributions
(net of selling commissions and organizational and offering expenses paid by the
Partnership), reduced by capital distributed and realized capital losses, with a
minimum annual fee of $200,000.  Such fee is determined and payable quarterly on
the basis of the amount of the partners' capital contributions at the end of the
preceding  calendar  quarter.  For the years ended  December 31, 1995,  1994 and
1993, the management fee was $200,000, $200,000 and $204,256, respectively.

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

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 26, 1996, no person or group is
known by the  Partnership to be the  beneficial  owner of more than 5 percent of
the Units.

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

Item 13.      Certain Relationships and Related Transactions.

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


<PAGE>


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, 1995 and 1994

                      Schedule of Portfolio  Investments as of December 31, 1995
                      Schedule of Portfolio Investments as of December 31, 1994

<TABLE>
<S>             <C>   <C>   <C>      <C> 
                      Statements of Operations for the years ended December 31, 1995, 1994 and 1993

                      Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993

                      Statements of Changes in Partners' Capital for the years ended December 31, 1993, 1994 and 1995

                      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.*

                      (13)  (a)  Page 15 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.

                      (13)  (b)  Page 15 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

                      (13)  (c)  Page 15 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 1995

                      (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.
</TABLE>



*      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 26th day of March, 1996.


       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 26th day of March 1996.


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

By:    Merrill Lynch Venture Capital Inc.
       its General Partner


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


By:    /s/   Diane T. Herte                                       By:    /s/   George A. Singer
       -----------------------------------------------------             ----------------------
       Diane T. Herte                                                    George A. Singer
       Treasurer                                                         General Partner
       (Principal Financial and Accounting Officer)                      ML Oklahoma Venture Partners, Limited Partnership


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