SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A


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

For the Quarterly Period Ended September 30, 1999

Or

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

For the transition period from               to
Commission file number 2-91941


                          ML TECHNOLOGY VENTURES, L.P.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                           13-3213176
-------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


World Financial Center, North Tower
New York, New York                                                  10281-1326
-------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:  (212) 449-1000


Not applicable
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

     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

<PAGE>


                          ML TECHNOLOGY VENTURES, L.P.
                             Amendment to Form 10-Q
                    For the quarter ended September 30, 1999

Item 1 of Part I,  Financial  Statements,  on pages 4 and 7 of Form 10-Q and the
Financial Data Schedule of ML Technology Ventures, L.P. for the quarterly period
ended September 30, 1999,  filed with the Securities and Exchange  Commission on
November  15,  1999 is  amended  to  reflect  the  improper  accrual of the cash
distribution  paid on October 21, 1999, to limited partners of record on October
1, 1999.
The revised filing, in its entirety, follows.



<PAGE>


                          ML TECHNOLOGY VENTURES, L.P.

                                      INDEX


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998

Statements of Operations for the Three and Nine Months Ended September 30, 1999
and 1998 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998
(Unaudited)

Statement of Changes in Partners' Capital for the Nine Months Ended September
30, 1999 (Unaudited)

Notes to Financial Statements (Unaudited)

Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities and Use of Proceeds.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

Item 6.       Exhibits and Reports on Form 8-K.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

ML TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
<TABLE>


                                                                                             September 30,
                                                                                                 1999          December 31,
                                                                                              (Unaudited)            1998
ASSETS

<S>                                                                                         <C>                 <C>
Cash and cash equivalents                                                                   $      101,488      $       105,543
Investments:
   U.S. Government securities, at amortized cost                                                   499,184              595,856
   Publicly traded securities, at market value (cost $1,125,000
   as of September 30, 1999 and December 31, 1998)                                                 111,607              458,830
   Subordinated promissory note                                                                    110,000              110,000
Accounts receivable                                                                                 29,641               30,017
                                                                                            --------------      ---------------

TOTAL ASSETS                                                                                $      851,920      $     1,300,246
                                                                                            ==============      ===============


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued liabilities                                                    $       20,996      $         9,361
Due to Management Company                                                                           50,000               50,000
                                                                                            --------------      ---------------
   Total liabilities                                                                                70,996               59,361
                                                                                            --------------      ---------------

Partners' Capital:
General Partner                                                                                    179,432              190,706
Limited Partners (69,094 Units)                                                                  1,614,885            1,716,349
Accumulated unallocated other comprehensive loss
   - unrealized depreciation of investments                                                     (1,013,393)            (666,170)
                                                                                            --------------      ---------------
Total partners' capital                                                                            780,924            1,240,885
                                                                                            --------------      ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $      851,920      $     1,300,246
                                                                                            ==============      ===============

</TABLE>

See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>


                                                                       Three Months Ended                 Nine Months Ended
                                                                          September 30,                     September 30,

                                                                    1999             1998             1999             1998
                                                              ---------------     ------------  --------------     -------------
INCOME


<S>                                                           <C>             <C>               <C>             <C>
   Royalty and licensing income                               $      29,641   $        32,555   $      95,393   $         97,252
   Other interest income                                              5,991             8,361          19,223             25,752
                                                              -------------   ---------------   -------------   ----------------
   Total operating income                                            35,632            40,916         114,616            123,004
                                                              -------------   ---------------   -------------   ----------------

EXPENSES

   Management fee                                                    50,000            50,000         150,000            150,000
   Professional fees                                                  2,022             1,832          46,465             56,274
   Mailing and printing                                               9,311            12,704          31,455             40,005
   Miscellaneous                                                        179               157           1,079              1,057
                                                              -------------   ---------------   -------------   ----------------
   Total operating expenses                                          61,512            64,693         228,999            247,336
                                                              -------------   ---------------   -------------   ----------------

NET OPERATING LOSS                                                  (25,880)          (23,777)       (114,383)          (124,332)
                                                              -------------   ---------------   -------------   ----------------

Net realized gain from investments                                        -                 -           1,645                  -
                                                              -------------   ---------------   -------------   ----------------

NET LOSS                                                            (25,880)          (23,777)       (112,738)          (124,332)
                                                              -------------   ---------------   -------------   ----------------

OTHER COMPREHENSIVE LOSS
    Change in unrealized depreciation of investments                (62,004)         (446,429)       (347,223)          (198,413)
                                                              -------------   ---------------   -------------   ----------------

COMPREHENSIVE LOSS                                            $     (87,884)  $      (470,206)  $    (459,961)  $       (322,745)
                                                              =============   ===============   =============   ================


Net loss per unit of limited partnership interest                $    (.34)       $    (.31)       $    (1.47)       $    (1.62)
                                                                 =========        =========        ==========        ==========

</TABLE>

See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended September 30,
<TABLE>

                                                                                                  1999               1998
                                                                                             --------------     ---------------

CASH FLOWS USED FOR OPERATING ACTIVITIES
<S>                                                                                          <C>                <C>
     Interest and other income received                                                      $      118,336     $       131,566
     Other operating expenses paid                                                                 (217,364)           (245,467)
                                                                                             --------------     ---------------
     Cash used for operating activities                                                             (99,028)           (113,901)
                                                                                             --------------     ---------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES
     Net return (purchase of) U.S. Government Securities                                             94,973             (98,413)
                                                                                             --------------     ---------------
     Cash provided from (used for) investing activities                                              94,973             (98,413)
                                                                                             --------------     ---------------

Decrease in cash and cash equivalents                                                                (4,055)           (212,314)
Cash and cash equivalents at beginning of period                                                    105,543             343,250
                                                                                             --------------     ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $      101,488     $       130,936
                                                                                             ==============     ===============



Reconciliation of net operating loss to cash used for operating activities:
   Net operating loss                                                                        $     (114,383)    $      (124,332)
                                                                                             --------------     ---------------
   Adjustments to reconcile net loss to cash used for operating activities:
       Net realized gain                                                                              1,645                   -
       Decrease in receivables and other assets                                                         376               6,528
       Increase in accounts payable and accrued liabilities                                          11,635               1,869
       Decrease in accrued interest on U.S. Government Securities                                     1,699               2,034
                                                                                             --------------     ---------------
   Total adjustments                                                                                 15,355              10,431
                                                                                             --------------     ---------------


Cash used for operating activities                                                           $      (99,028)    $      (113,901)
                                                                                             ==============     ===============

</TABLE>

See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Nine Months Ended September 30, 1999
<TABLE>



                                                                                            Accumulated
                                                                                            Unallocated
                                                                                               Other
                                                       General          Limited           Comprehensive
                                                       Partner         Partners                Loss                 Total

<S>                                                <C>               <C>                 <C>                    <C>
Balance at beginning of period                     $    190,706      $    1,716,349      $      (666,170)       $    1,240,885

Allocation of net loss                                  (11,274)           (101,464)                    -             (112,738)

Change in other comprehensive loss -
   unrealized depreciation of investments                     -                   -              (347,223)            (347,223)
                                                   ------------      --------------      ----------------       --------------

Balance at end of period                           $    179,432      $    1,614,885      $     (1,013,393)      $      780,924
                                                   ============      ==============      ================       ==============

</TABLE>

See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)

1.       Organization and Purpose

ML  Technology  Ventures,   L.P.  (the  "Partnership")  is  a  Delaware  limited
partnership  formed in April 1984. ML R&D Co., L.P., the general  partner of the
Partnership  (the "General  Partner"),  is also a Delaware  limited  partnership
formed  in April  1984,  the  general  partner  of which is  Merrill  Lynch  R&D
Management Inc. (the "Management  Company"),  an indirect  subsidiary of Merrill
Lynch & Co., Inc. DLJ Capital  Management  Corporation (the  "Sub-Manager"),  an
indirect subsidiary of Donaldson, Lufkin & Jenrette, Inc., is the sub-manager of
the Partnership,  pursuant to a sub-management  agreement among the Partnership,
the Management Company, the General Partner and the Sub-Manager.

The  objective  of the  Partnership  has  been to  achieve  cash  flow  from the
commercialization of a broad range of technologies developed and owned by, or on
behalf of, the  Partnership.  The  Partnership  has been engaged in research and
development  ventures for the development of new technology  through  contracts,
joint ventures and participation in other partnerships.

Although the Partnership  Agreement provides that the Partnership will terminate
no later than  January  31,  2005,  the  General  Partner is working  toward the
termination of the Partnership as soon as practical, consistent with the goal of
maximizing returns.

2.       Significant Accounting Policies

Research and  Development  Costs - In prior periods,  the  Partnership  incurred
costs in connection with its research and development ventures, including patent
application  costs,  which were  expensed in the period  incurred.  Research and
development  expenses  were  shown net of value  received  for the  granting  of
options to purchase technology being developed.

Valuation of Investments - In accordance with Statement of Financial  Accounting
Standards  ("SFAS")  No.  115,  investments  in  available-for-sale   securities
(publicly  traded  securities)  are  accounted  for at market value based on the
closing  public  market  price  on the last day of the  accounting  period.  The
related  unrealized  appreciation or depreciation of such securities is included
in other  comprehensive  income (loss) and reflected as a separate  component of
partners' capital. Non-publicly traded securities are accounted for at cost. The
cost of an investment  is written down to its fair value when the  investment is
determined to be other than temporarily impaired.

Comprehensive  Income  (Loss) - In  accordance  with  SFAS No.  130,  "Reporting
Comprehensive  Income", the statements of operations include an amount for other
comprehensive  income  (loss).  Other  comprehensive  income (loss)  consists of
revenues,  expenses,  gains and losses that have affected  partners' capital but
which are excluded from net income (loss).  Other comprehensive income (loss) in
the  accompanying  statements of operations  resulted from a net unrealized gain
(loss) on  investments.  Accumulated  other  comprehensive  income (loss) in the
accompanying balance sheets reflects the cumulative net unrealized  appreciation
(depreciation) of investments in equity securities.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

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

Investment  Transactions - Investment  transactions  are recorded on the accrual
method. 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.

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

3.       Allocation of Partnership Profits and Losses

The  Partnership  Agreement  provides  that  profits  shall be  allocated to all
partners in  proportion  to their  capital  contributions  until there have been
distributions  to the limited  partners  equal to their  capital  contributions,
after which time 90% will be  allocated  to the limited  partners and 10% to the
General  Partner  (90/10 ratio) until there has been  distributed to the limited
partners an aggregate amount,  since the inception of the Partnership,  equal to
twice their capital  contributions  and  thereafter 80% will be allocated to the
limited  partners and 20% to the General Partner (80/20 ratio).  Losses shall be
allocated to all partners in proportion to their capital contributions provided,
however,  that to the extent  profits  have been  credited in the 90/10 or 80/20
ratio,  losses shall be charged in such ratios in reverse order in which profits
were credited.

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 received a management fee at an annual rate
of 2% of the aggregate  capital  contributions  to the Partnership for its first
four  years  of  operations  and  1%  of  the  aggregate  capital  contributions
thereafter,  through  December 31, 1995.  Commencing with the management fee for
the quarter ended March 31, 1996, the General Partner and the Management Company
agreed to reduce the management  fee payable by the  Partnership to $200,000 per
annum. The management fee is payable quarterly in arrears.

5.       Investments in Equity Securities

As of September 30, 1999, the  Partnership  held 396,825 common shares of Photon
Technology  International,  Inc., a public  company,  with a cost of $1,125,000.
Such securities had a market value of $111,607 as of September 30, 1999.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

6.       Interim Financial Statements

In the opinion of ML R&D Co., L.P., the General Partner of the Partnership,  the
unaudited  financial  statements as of September 30, 1999, and for the three and
nine month periods then ended,  reflect all  adjustments  necessary for the fair
presentation of the results of the interim period.

7.    Subsequent Event - Cash Distribution

On October  21,  1999,  the  Partnership  made a cash  distribution  to partners
totaling  $460,627.  Limited  partners  of record on  October  1, 1999  received
$414,564, or $6.00 per $1,000 Unit, and the General Partner received $46,063.


<PAGE>


Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Liquidity and Capital Resources

As of  September  30,  1999,  the  Partnership  had  $499,184  invested  in U.S.
Government  securities with maturities of less than one year, and $101,488 in an
interest  bearing cash  account.  Interest  earned from the  Partnership's  U.S.
Government  securities  and interest  bearing cash  account  totaled  $5,991 and
$19,223 for the three and nine months ended  September  30, 1999,  respectively.
Interest  earned in future  periods  is subject to  fluctuations  in  short-term
interest rates and amounts available for investment.

It is anticipated that funds needed to cover future  operating  expenses will be
obtained from the  Partnership's  existing  cash  reserves,  future  royalty and
interest  income,  and  proceeds  from the sale of the  Partnership's  remaining
assets.

On October  21,  1999,  the  Partnership  made a cash  distribution  to partners
totaling  $460,627.  Limited  partners  of record on  October  1, 1999  received
$414,564, or $6.00 per $1,000 Unit, and the General Partner received $46,063.

Although the Partnership  Agreement provides that the Partnership will terminate
no later than  January  31,  2005,  the  General  Partner is working  toward the
termination of the Partnership as soon as practical, consistent with the goal of
maximizing returns to partners. In addition to the cash and cash equivalents and
U.S.  Government  Securities held as of September 30, 1999, the Partnership also
holds  396,825  common  shares of Photon  Technology  International  Inc.  and a
promissory note due from Photon  Technology  with a face value of $110,000.  The
Partnership  is also party to active royalty  agreements in connection  with its
individual  research and  development  ventures  (the "R&D  Ventures")  with Gen
Probe,  Inc. and Bolt Beranek and Newman,  Inc. The timing of the liquidation of
these remaining assets is contingent upon, among other things, market conditions
and securities laws restrictions.

Photon  Technology  is  actively   pursuing   financing  for  its  international
operations.  If this endeavor is successful, it would allow for a potential exit
for the  Partnership  from its equity and debt  positions in Photon  Technology.
However,  there can be no assurance that Photon Technology will be successful in
securing  such  financing,  nor can there be any  assurance as to the success or
timing of the Partnership's liquidation of its position in the company.

As provided in the  Partnership's  prospectus  delivered to Limited  Partners in
connection with their initial investment in the Partnership, and as disclosed in
subsequent Partnership filings and reports, the Partnership is obligated to pay,
and has paid  accordingly,  an annual  management  fee equal to 2% of  aggregate
capital   contributions   during  the  four  years  subsequent  to  its  closing
($1,397,250  annually) and,  thereafter,  1% of aggregate capital  contributions
($698,624   annually).   In  consideration  of  the   Partnership's   originally
contemplated  objectives,  the  reduction  of assets  under  management  and the
anticipated  termination  of  the  Partnership,  the  General  Partner  and  the
Management  Company,  while not required to do so, reduced the annual management
fee payable by the  Partnership  from $698,624 to $200,000,  commencing with the
management  fee  payment  due for the first  quarter of 1996.  As a result,  the
Partnership  incurred a  management  fee of $150,000  for the nine months  ended
September 30, 1999 and 1998.


<PAGE>


Results of Operations

For the three and nine months ended  September 30, 1999, the  Partnership  had a
net loss of $25,880  and  $112,738,  respectively,  as compared to a net loss of
$23,777 and  $124,332 for the three and nine months  ended  September  30, 1998,
respectively. Net income or loss is comprised of 1) net operating income or loss
and 2) net realized gain or loss.

Net Operating Income or Loss - For the three months ended September 30, 1999 and
1998,  the  Partnership  had  a net  operating  loss  of  $25,880  and  $23,777,
respectively.  The $2,103  unfavorable change in net operating loss for the 1999
period  compared to the 1998 period was the result of a $5,284 decrease in total
income  partially  offset  by a  $3,181  decrease  in  operating  expenses.  The
reduction in total income for the 1999 period  consisted of a slight  decline in
royalty and licensing income and other interest income. Additionally, the slight
decline in operating  expenses  for the 1999 period  compared to the 1998 period
primarily was attributable to a decrease in mailing and printing expenses during
the 1999 period.

For the nine months ended September 30, 1999 and 1998, the Partnership had a net
operating  loss of $114,383 and  $124,332,  respectively.  The $9,949  favorable
change in net  operating  loss for the 1999  period  compared to the 1998 period
primarily  resulted  from an $18,337  decrease in operating  expenses  offset by
$8,388 decrease in total income. The decline in operating expenses primarily was
attributable to a $9,809 decrease in professional  fees,  reflecting the reduced
accounting and legal costs resulting from the Partnership's  declining operating
activity as it proceeds with its liquidation.  Additionally,  an $8,550 decrease
in mailing and printing  expenses resulted from reduced mailings to partners and
a general decrease in mailing and printing  charges during the 1999 period.  The
decline  in total  income for the 1999  period as  compared  to the 1998  period
primarily  was  attributable  to a $6,529  decrease  in other  interest  income,
primarily  resulting from a reduced amount of funds invested in U.S.  Government
securities during the 1999 period.

Realized Gains and Losses - The  Partnership  realizes gains and losses from the
sale of its joint venture  interests or  proprietary  technology in R&D Ventures
and from the sale of its equity securities.

The  Partnership  had no  realized  gains or losses for the three  months  ended
September  30,  1999.  For  the  nine  months  ended  September  30,  1999,  the
Partnership  had a net realized gain of $1,645  resulting  from the receipt of a
final liquidating distribution from MLMS Cancer Research Inc.

The  Partnership  had no  realized  gains or losses for the three or nine months
ended September 30, 1998.

Other Comprehensive Income (Loss) - The Partnership's other comprehensive income
(loss)  consists of changes to  unrealized  appreciation  (depreciation)  of its
investments in equity securities.  For the three and nine months ended September
30, 1999, the Partnership's  other  comprehensive loss was $62,004 and $446,429,
respectively.  For the three and nine  months  ended  September  30,  1998,  the
Partnership's other comprehensive loss was $347,223 and $198,413,  respectively.
Such  amounts   represent   the  change  in  unrealized   depreciation   of  the
Partnership's  investment  in  Photon  Technology  International,  Inc.  for the
respective periods.

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

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

The  Administrator  has  assessed its  computer  hardware and software  systems,
specifically  as they relate to the  operations of the  Partnership.  As part of
this investigation of potential Y2K concerns, the Administrator  contracted with
an outside  computer  service  provider  to examine  all of the  Administrator's
computer hardware and software applications. This review and evaluation has been
completed  and certain Y2K  concerns  were  identified.  The  Administrator  has
completed the purchase and installation of the necessary  software  upgrades and
patches and new computer  hardware  required for its computer  systems to be Y2K
compliant.  The Administrator  expects to complete the testing of its systems in
November 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within their own operations.  We have not been informed of any Y2K
problems  from these  outside  providers.  There can be no  assurances  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner.

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

Finally the Y2K issue is a global concern that may affect all business entities,
including the Partnership's investment in Photon Technology International,  Inc.
The General Partner is continuing to assess the impact of Y2K concerns affecting
this investment.  However,  the extent to which any potential Y2K problems could
affect the market value of this company is unknown.



<PAGE>


Item 3.       Quantitative and Qualitative Disclosures about Market Risk.

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

The Partnership's 396,825 common shares of Photon Technology International, Inc.
was the only equity  investment  held as of September  30,  1999.  The per share
market price of this  security was $.28125 as of September 30, 1999 and the fair
value of the  Partnership's  holdings was $111,607.  An assumed 10% decline from
the September 30, 1999 market price of this security would result in a reduction
to the fair  value of the  Partnership's  holdings  in Photon  Technology  and a
corresponding unrealized loss of $11,161.

Market risk associated with the Partnership's  interest-bearing cash equivalents
and investments in U.S. Government securities is considered to be immaterial.




<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any legal proceedings.

Item 2.       Changes in Securities and Use of Proceeds.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5.       Other Information.

None.



<PAGE>


Item 6.       Exhibits and Reports on Form 8-K.

              (a)   Exhibits

                    (4)             (A) Amended  and  Restated  Certificate  and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership  dated as of April 23, 1984,  as
                                    amended through February 22, 1985,  included
                                    as  Exhibit  A  to  the  Prospectus  of  the
                                    Partnership dated March 11, 1985.(a)

                          (B)       (i)  Amendment  dated August 20, 1985 to the
                                    Amended   and   Restated   Certificate   and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership.(b)

                          (B)       (ii) Amendment  dated August 28, 1985 to the
                                    Amended   and   Restated   Certificate   and
                                    Agreement  of  Limited  Partnership  of  the
                                    Partnership.(c)

                    (10)  (a)       Management  Agreement dated as of May 23,
                                    1991 among the Partnership, Management
                                    Company and the Managing General Partner.(d)

                    (10)            (b) Sub-Management Agreement dated as of May
                                    23, 1991 among the  Partnership,  Management
                                    Company,  the Managing  General  Partner and
                                    the Sub-Manager.(d)

                    (10)            (c)  Amendment  dated  March 27, 1996 to the
                                    Management  Agreement among the Partnership,
                                    Management  Company and the Managing General
                                    Partner.(e)

                    (10)            (d)  Amendment  dated  March 27, 1996 to the
                                    Sub-Management     Agreement    among    the
                                    Partnership,    Management   Company,    the
                                    Managing    General    Partner    and    the
                                    Sub-Manager.(e)

                    (27)            Financial Data Schedule.

              (b)   The Registrant filed with the Commission a current report on
                    Form 8-K dated  September  22,  1999.  This  current  report
                    contained  details  with respect to the  Partnership's  cash
                    distribution paid to Partners on October 21, 1999.
------------------------------

(a)      Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1984  filed  with the
         Securities and Exchange Commission on August 12, 1985.

(b)      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1985 filed with the Securities
         and Exchange Commission on November 12, 1985.

(c)      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1986 filed with the Securities and
         Exchange Commission on May 14, 1986.

(d)      Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1991  filed  with the
         Securities and Exchange Commission on March 30, 1992.

(e)      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1996 filed with the Securities and
         Exchange Commission on May 14, 1996.


<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of 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.



              ML TECHNOLOGY VENTURES, L.P.


By:           ML R&D Co., L.P.
              its General Partner

By:           Merrill Lynch R&D Management Inc.
              its General Partner


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


By:           /s/     David G. Cohen
              David G. Cohen
              Vice President


By:           /s/     James V. Bruno
              James V. Bruno
              Vice President and Treasurer
              (Principal Financial and Accounting Officer)



Date:         November 18, 1999