SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended September 30, 1996

Or

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

For the transition period from               to
Commission file number 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.

                                      INDEX


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1996 (Unaudited) and December 31, 1995

Statements of Operations for the Three and Nine Months Ended September 30, 1996 
and 1995 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 1996 and 1995 
(Unaudited)

Statement of Changes in Partners' Capital for the Nine Months Ended 
September 30, 1996 (Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

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, 1996         December 31,
                                                                                       (Unaudited)                   1995
ASSETS

<S>                                                                                   <C>                      <C>            
Cash and cash equivalents                                                             $      239,980           $       243,366
Investments - Notes 2 and 6
   U.S. Government securities, at amortized cost                                                   -                 4,594,416
   Publicly traded securities (cost $1,125,000 at September 30, 1996
     and $1,770,581 at December 31, 1995)                                                  1,140,873                 1,409,795
   Other equity investments, at cost                                                          73,043                    73,043
   Subordinated Promissory Note - Note 8                                                     130,000                   250,000
Accounts receivable (less unamortized discount of $0 at
September 30, 1996 and $133,270 at December 31, 1995) - Note 7                                30,125                 2,304,772
Receivable from securities sold                                                                    -                    99,020
                                                                                      --------------           ---------------

TOTAL ASSETS                                                                          $    1,614,021           $     8,974,412
                                                                                      ==============           ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                      $       81,519           $        37,464
Due to Management Company - Note 5                                                            50,000                   174,656
Deferred gain on sale of technology - Note 7                                                       -                   535,289
                                                                                      --------------           ---------------
   Total liabilities                                                                         131,519                   747,409
                                                                                      --------------           ---------------

Partners' Capital:
General Partner                                                                               16,131                    94,464
Limited Partners (69,094 Units)                                                            1,450,498                 8,493,325
Unallocated net unrealized appreciation (depreciation) of
   investments - Note 2                                                                       15,873                  (360,786)
                                                                                      --------------           ---------------
     Total partners' capital                                                               1,482,502                 8,227,003
                                                                                      --------------           ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $    1,614,021           $     8,974,412
                                                                                      ==============           ===============
</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,

                                                                   1996             1995             1996            1995
                                                               ------------     ------------    ------------    ---------

INCOME

<S>                                                            <C>              <C>             <C>             <C>            
   Royalty and licensing income                                $     30,742     $     31,043    $    104,313    $       730,021
   Interest on accounts receivable                                        -           87,736          49,716            260,346
   Other interest income                                             10,407           35,222          77,784             94,484
                                                               ------------     ------------    ------------    ---------------
   Total income                                                      41,149          154,001         231,813          1,084,851
                                                               ------------     ------------    ------------    ---------------

EXPENSES

   Management fee - Note 5                                           50,000          174,656         150,000            523,968
   Professional fees                                                 11,691            5,500         125,694             86,695
   Mailing and printing                                               8,060            6,537          35,588             30,807
   Miscellaneous                                                        230                -           1,280              1,181
                                                               ------------     ------------    ------------    ---------------
   Total expenses                                                    69,981          186,693         312,562            642,651
                                                               ------------     ------------    ------------    ---------------

NET OPERATING INCOME (LOSS)                                         (28,832)         (32,692)        (80,749)           442,200

Net realized gain from research and development
   ventures - Note 7                                                      -                -         618,843                  -
Net realized loss from investments - Note 6                               -                -        (323,693)          (221,681)
                                                               ------------     ------------        --------    ---------------

NET REALIZED GAIN (LOSS)                                                  -                -         295,150           (221,681)
                                                               ------------     ------------    ------------    ---------------

NET INCOME (LOSS) (allocable to Partners)
   - Note 3                                                    $    (28,832)    $    (32,692)   $    214,401    $       220,519
                                                               ============     ============    ============    ===============


Net income (loss) per unit of limited partnership
   interest                                                       $   (.41)        $  (.47)         $   3.07          $   3.16
                                                                  ========         =======          ========          ========
</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>
                                                                                                   1996              1995
                                                                                              --------------    ---------
CASH FLOWS PROVIDED FROM (USED FOR) OPERATING
 ACTIVITIES
<S>                                                                                           <C>               <C>            
   Interest and other income received                                                         $      250,940    $     1,137,369
   Other operating expenses paid                                                                    (387,475)          (647,742)
                                                                                              ---------------   ---------------
   Cash provided from (used for) operating activities                                               (136,535)           489,627
                                                                                              ---------------   ---------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES
     Net return (purchase) of investments in U.S. Government securities                            4,577,518           (761,627)
     Proceeds from the sale or termination of research and
       development ventures                                                                        2,350,284                  -
     Proceeds from the repayment of subordinated note                                                120,000                  -
     Proceeds from the sale of investments in stocks and warrants                                    420,908            372,794
                                                                                              --------------    ---------------
     Cash provided from (used for) investing activities                                            7,468,710           (388,833)
                                                                                              --------------    ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES
   Cash distributions:
     General Partner                                                                                 (80,691)                 -
     Limited Partners                                                                             (7,254,870)                 -
                                                                                              --------------    ---------------
Cash used for financing activities                                                                (7,335,561)                 -
                                                                                              --------------    ---------------

Increase (decrease) in cash and cash equivalents                                                      (3,386)           100,794
Cash and cash equivalents at beginning of period                                                     243,366            359,001
                                                                                              --------------    ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      239,980    $       459,795
                                                                                              ==============    ===============

Reconciliation  of net  income  to  cash  provided  from  (used  for)  operating
activities:
   Net income                                                                                 $      214,401    $       220,519
                                                                                              --------------    ---------------
   Adjustments to reconcile net income to cash provided from (used for)
     operating activities:
       Net realized (gain) loss                                                                     (295,150)           221,681
       Decrease in receivables                                                                        24,815             50,685
       Decrease in payables                                                                          (80,601)            (3,258)
                                                                                              --------------    ---------------
   Total adjustments                                                                                (350,936)           269,108
                                                                                              --------------    ---------------

Cash provided from (used for) operating activities                                            $     (136,535)   $       489,627
                                                                                              ==============    ===============
</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, 1996


<TABLE>
                                                                                           Unallocated
                                                                                         Net Unrealized
                                                                                          Appreciation
                                                       General         Limited           (Depreciation)
                                                       Partner        Partners           of Investments              Total

<S>                                                 <C>            <C>                   <C>                  <C>             
Balance at beginning of period                      $    94,464    $     8,493,325       $     (360,786)      $      8,227,003

Cash distribution paid
January 19, 1996 - Note 9                               (42,267)        (3,800,170)                   -             (3,842,437)

Cash distribution paid
July 23, 1996 - Note 9                                  (38,424)        (3,454,700)                   -             (3,493,124)

Allocation of net income - Note 3                         2,358            212,043                    -                214,401

Change in net unrealized appreciation
(depreciation) of investments                                 -                  -              376,659                376,659
                                                    -----------    ---------------       --------------       ----------------

Balance at end of period                            $    16,131    $     1,450,498       $       15,873       $      1,482,502
                                                    ===========    ===============       ==============       ================
</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  activities for the development of new technology through contracts,
joint ventures and investments in other partnerships.  The Partnership, which is
working toward the liquidation of its remaining assets,  will terminate no later
than January 31, 2005.

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 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.  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.

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

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


<PAGE>


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


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  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.  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.       Commitment

The  Partnership  has an outstanding  commitment of $388,957  payable on demand,
when and if called for by MLMS Cancer Research, Inc. The Partnership has a 36.5%
ownership interest in MLMS Cancer Research which is the general partner of ML/MS
Associates,  L.P.,  formerly a research and development  joint venture with IDEC
Pharmaceuticals   Corporation.   The  Partnership  also  owns  a  36.2%  limited
partnership interest in ML/MS Associates.

5.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services  necessary for the  operation of the  Partnership.  Effective  with the
management  fee payment due 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 from the previous fee payable of 1% of
the aggregate capital contributions to the Partnership, or $698,624 per annum.

6.       Investments in Equity Securities as of September 30, 1996

In accordance with the Statement of Financial Accounting Standards No. 115 ("FAS
115"),  "Accounting  for  Certain  Investments  in Debt and Equity  Securities",
unrealized  gain or loss from  securities  available for sale  (publicly  traded
securities)  is  reflected  as  a  separate   component  of  partners'  capital.
Additionally,  debt and equity securities that do not have readily  determinable
market values are not marked to market and the market values of these securities
are not reflected in the balance sheet.  At September 30, 1996, the  Partnership
held 396,825 common shares of Photon Technology  International  Inc., a publicly
traded  security.  (Such shares are  adjusted for a three for one reverse  stock
split  effective in August 1996).  At September 30, 1996,  such investment had a
cost of $1,125,000 and a market value of $1,140,873.


<PAGE>


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


During the quarter  ended March 31, 1996,  the  Partnership  sold its  remaining
common shares of Ecogen Inc. for $322,000, realizing a loss of $324,000.

During  March  1995,  in a non-cash  transaction,  the  Partnership  exchanged a
warrant to purchase 275,000 shares of Interleaf,  Inc. common stock at $3.50 per
share for 72,368 shares of Interleaf common stock.  Such shares were sold during
March 1995 in the public  market for  $373,000,  resulting in a realized loss of
$222,000.

The Partnership owns a 36.2% limited  partnership  interest in ML/MS Associates,
L.P. and holds 420,000 common shares  representing a 36.5% ownership interest in
MLMS Cancer Research, Inc. ("CRI"), the general partner of ML/MS Associates. CRI
has a 1% ownership interest in ML/MS Associates. On March 16, 1995, the research
and development joint venture between IDEC Pharmaceuticals Corporation and ML/MS
Associates was terminated.  In connection with the termination and  cancellation
of all  future  rights  to  receive  royalties  from the sale of  commercialized
products, ML/MS Associates received 1,000,000 shares of unregistered IDEC common
stock and 69,375 shares of 10% dividend  accumulating  preferred  stock of IDEC.
The  preferred  stock will  convert  into  common  stock on March 15,  1997 at a
conversion  rate equal to $120 per share of preferred  stock and at a conversion
price  which is equal to the greater of $3.75 or the  average  closing  price of
IDEC common stock from  February 1, 1997 to March 1, 1997. At March 16, 1995 and
September  30, 1996,  the closing  public  market price of IDEC common stock was
$4.50 per share and $24.00 per share, respectively.

7.       Accounts Receivable

In June 1988,  the  Partnership  terminated its research and  development  joint
venture  with United  AgriSeeds,  Inc.  Pursuant to the  termination  agreement,
accounted for as an installment sale, the Partnership  received $10 million over
an eight-year period which began in January 1989. In March 1996, the Partnership
received the final  installment  payment of $2.4  million from United  AgriSeeds
which  was due in  September  1996.  The  $2.4  million  payment  resulted  in a
$1,731,441 return of capital, $49,716 of interest income and a $618,843 realized
gain.  The  early  receipt  of the final  installment  payment  resulted  in the
recognition of a $618,843  realized gain compared to the $535,289  deferred gain
recorded at December 31, 1995.

8.       Subordinated Promissory Note

In  December  1995,  Photon  Technology  International,  Inc.  agreed to pay the
Partnership  $770,761 to satisfy its $500,000  subordinated  note obligation and
related accrued interest.  The $770,761 is being paid in 24 monthly installments
of  $20,000  plus a final  balloon  payment of  $290,761.  The  Partnership  had
written-off  $250,000 of the principal amount of such note in 1994. As a result,
the first $250,000 paid under the new

<PAGE>


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


arrangement will be recorded as a return of principal on the note. In June 1996,
the Partnership  agreed to allow Photon Technology to defer its monthly payments
from June 1996 through September 1996. As of September 30, 1996, the Partnership
had received 6 installment  payments totaling  $120,000 from Photon  Technology.
The monthly  payments are  scheduled to resume in October  1996.  Such  deferred
payments  are due and  payable in  December  1997  along with the final  balloon
payment.

9.       Cash Distributions

Cash  distributions paid to Partners during the periods presented and cumulative
cash distributions paid from inception of the Partnership  through September 30,
1996 are listed below:

<TABLE>

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

<S>                   <C> <C>                           <C>                  <C>                         <C>   
Inception to December 31, 1995                          $     590,969        $     53,133,286            $  769
January 19, 1996                                               42,267               3,800,170                55
July 23, 1996                                                  38,424               3,454,700                50
                                                        -------------        ----------------            ------
Cumulative totals at September 30, 1996                 $     671,660        $     60,388,156            $  874
                                                        =============        ================            ======
</TABLE>


10.      Interim Financial Statements

In the  opinion  of ML R&D  Co.,  L.P.,  the  managing  general  partner  of the
Partnership,  the unaudited  financial  statements as of September 30, 1996, and
for the three  and nine  month  periods  then  ended,  reflect  all  adjustments
necessary for the fair presentation of the results of the interim periods.



<PAGE>


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

Liquidity and Capital Resources

From  1985 to 1991,  the  Partnership  funded  $59.6  million  of  research  and
development  commitments in 16 individual research and development ventures (the
"R&D Ventures"). This amount represents 95% of the original $62.5 million of net
proceeds to the  Partnership.  The  Partnership  has no  remaining  research and
development commitments and will not enter into new R&D Ventures in the future.

On July 23, 1996, the Partnership  made a cash  distribution to Partners  
totaling  $3,493,124;  $3,454,700,  or $50 per Unit, to Limited Partners of 
record on July 1, 1996, and $38,424 to the General Partner.

As of September 30, 1996, the  Partnership  had $240,000 in an interest  bearing
cash  account.  There were no  investments  in Permitted  Temporary  Investments
("PTI's"), as such term is defined in the Partnership Agreement, as of September
30,  1996.  For the  three  and  nine  months  ended  September  30,  1996,  the
Partnership  earned  interest  from its cash  balances  and its PTI's,  totaling
$10,000 and $78,000, respectively.  Interest earned in future periods is subject
to  fluctuations in short-term  interest rates and changes in the  Partnership's
cash balances and its investments in PTI's.

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

The  Partnership is working toward the  liquidation of its remaining  assets and
subsequent  termination  in 1998 or  earlier,  if  possible.  The timing of such
liquidation of the  Partnership's  remaining  assets and the  termination of the
Partnership  is contingent  upon,  among other  things,  market  conditions  and
contractual  and securities  laws  restrictions,  and no assurances can be given
that the  Partnership  will be able to complete all steps necessary to liquidate
its assets and terminate within such time frame.

As was provided in the Partnership's prospectus delivered to Limited Partners in
connection  with their  investment,  and as disclosed in subsequent  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).  The original objectives
of the Partnership anticipated that the bulk of the Partnership's revenues would
be  earned  between  1988  and  1996.   Therefore,   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, have 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.

Results of Operations

For the three and nine months ended  September 30, 1996, the  Partnership  had a
net loss of $29,000 and net income of $214,000,  respectively. For the three and
nine months ended  September 30, 1995, the Partnership had a net loss of $33,000
and net income of $221,000,  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, 1996 and
1995,  the  Partnership  had  a net  operating  loss  of  $29,000  and  $33,000,
respectively. The decrease in net operating loss for the 1996 period compared to
the 1995  period was the result of a $117,000  decrease  in  operating  expenses
partially  offset by a $113,000  decline in total income.  The decrease in total
income primarily resulted from an $88,000 decline in interest earned on accounts
receivable, reflecting the reduced receivable balance due from United AgriSeeds,
Inc. during the 1996 period compared to the same period in 1995. The Partnership
received the final payment from United AgriSeeds in March 1996. Additionally,  a
$25,000  decrease in other interest  income  contributed to the decline in total
income during the 1996 period. The decline in other interest income for the 1996
period  compared  to the  1995  period  was due to a  reduced  amount  of  funds
available for  investment in PTI's during the 1996 period.  Investments in PTI's
declined during the 1996 period due to distributions paid to Partners in January
1996 and July 1996.  The decrease in operating  expenses  primarily was due to a
$125,000 decrease in the management fee for the 1996 period due to the reduction
of the management fee to $50,000 per quarter  effective with the payment due for
the first quarter of 1996, as discussed above.

For the nine months ended September 30, 1996 and 1995, the Partnership had a net
operating  loss of $81,000 and net operating  income of $442,000,  respectively.
The decrease in net  operating  income for the 1996 period  compared to the 1995
period  resulted  from a $626,000  decrease  in  royalty  and  licensing  income
primarily  due to the  expiration  of  the  first  R&D  Venture  with  Gen-Probe
Incorporated   (Gen-Probe   R&D  Venture  1),  during  the  June  1995  quarter.
Additionally,  a $210,000  decline in interest earned from the United  AgriSeeds
receivable  balance,  as discussed  above,  contributed  to the decline in total
income.  Partially  offsetting  the  reduction in total  income  during the 1996
period was a $330,000 reduction in operating  expenses,  primarily  reflecting a
lower management fee for the 1996 period, as discussed above.

Realized Gains and Losses - The  Partnership had no realized gains or losses for
the three months  ended  September  30, 1996,  however,  the  Partnership  had a
$295,000 net realized gain for the nine months ended September 30, 1996.  During
March 1996, the Partnership  received the final $2.4 million installment payment
due from United  AgriSeeds,  resulting in the recognition of a $619,000 realized
gain.  Additionally,   during  the  three  months  ended  March  31,  1996,  the
Partnership  sold its  remaining  common  shares of Ecogen,  Inc.  in the public
market for $322,000, realizing a loss of $324,000.

The  Partnership  had no  realized  gains or losses for the three  months  ended
September 30, 1995,  however,  the  Partnership had a $222,000 net realized loss
for the nine months ended  September 30, 1995.  During March 1995, in a non-cash
transaction, the Partnership exchanged its warrant to purchase 275,000 shares of
Interleaf,  Inc.  common stock at $3.50 per share for 72,368 shares of Interleaf
common  stock.  Such  shares  were sold in March 1995 in the  public  market for
$373,000, resulting in a realized loss of $222,000.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities.

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.*

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

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

<S>                 <C>                                                   <C> <C>                                                
                    (10)  (a)       Management  Agreement dated as of May 23, 1991 among the Partnership,  Management Company and
                                    the Managing General Partner.****

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

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

                    (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.*****

                    (27)            Financial Data Schedule.
</TABLE>

              (b) No reports on Form 8-K have been filed since the  beginning of
the period covered by this report.
------------------------------

*        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.
**       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.
***      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.
****     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.
*****    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 15, 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/     Diane T. Herte
              Diane T. Herte
              Vice President and Treasurer
              (Principal Financial and Accounting Officer)



Date:         November 12, 1996