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, 1997

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, 1997 (Unaudited) and December 31, 1996

Statements of Operations for the Three and Nine Months Ended September 30, 1997 
and 1996 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 1997 and 1996 
(Unaudited)

Statement of Changes in Partners' Capital for the Nine Months Ended September 
30, 1997 (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,
                                                                                            1997                 December 31,
                                                                                         (Unaudited)                 1996
ASSETS

<S>                                                                                  <C>                       <C>            
Cash and cash equivalents                                                            $       657,832           $       218,215
Publicly traded securities (cost $1,125,000 as of September 30,
   1997 and December 31, 1996)                                                             1,686,506                 1,388,888
U.S. Government securities, at amortized cost                                              7,483,000                         -
Other equity investments, at cost                                                                  -                    73,043
Subordinated promissory note receivable                                                      110,000                   130,000
Receivable from securities sold                                                               48,186                         -
Other receivables                                                                             32,502                    32,245
                                                                                     ---------------           ---------------

TOTAL ASSETS                                                                         $    10,018,026           $     1,842,391
                                                                                     ===============           ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                     $        42,127           $        70,027
Due to Management Company                                                                     50,000                    50,000
                                                                                     ---------------           ---------------
   Total liabilities                                                                          92,127                   120,027
                                                                                     ---------------           ---------------

Partners' Capital:
General Partner                                                                              624,096                    16,042
Limited Partners (69,094 Units)                                                            8,740,297                 1,442,434
Unallocated net unrealized appreciation of investments                                       561,506                   263,888
                                                                                     ---------------           ---------------
   Total partners' capital                                                                 9,925,899                 1,722,364
                                                                                     ---------------           ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                              $    10,018,026           $     1,842,391
                                                                                     ===============           ===============
</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,

                                                                 1997              1996            1997               1996
                                                             --------------   ------------    ----------------    --------

INCOME

<S>                                                          <C>              <C>             <C>                 <C>          
   Royalty and licensing income                              $       28,043   $     30,742    $         98,018    $     104,313
   Interest on accounts receivable                                        -              -                   -           49,716
   Other interest income                                             65,923         10,407             115,805           77,784
                                                             --------------   ------------    ----------------    -------------
   Total income                                                      93,966         41,149             213,823          231,813
                                                             --------------   ------------    ----------------    -------------

EXPENSES

   Management fee                                                    50,000         50,000             150,000          150,000
   Professional fees                                                 10,542         11,691              80,248          125,694
   Mailing and printing                                               9,168          8,060              25,715           35,588
   Miscellaneous                                                        332            230               1,825            1,280
                                                             --------------   ------------    ----------------    -------------
   Total expenses                                                    70,042         69,981             257,788          312,562
                                                             --------------   ------------    ----------------    -------------

NET OPERATING INCOME (LOSS)                                          23,924        (28,832)            (43,965)         (80,749)

Net realized gain from research and development
   ventures                                                               -              -                   -          618,843
Net realized gain (loss) from investments sold                    1,109,431              -          13,184,276         (323,693)
                                                             --------------   ------------    ----------------    -------------

NET REALIZED GAIN                                                 1,109,431              -          13,184,276          295,150
                                                             --------------   ------------    ----------------    -------------

NET INCOME (LOSS) - (allocable to Partners)                  $    1,133,355   $    (28,832)   $     13,140,311    $     214,401
                                                             ==============   ============    ================    =============


Net income (loss) per unit of Limited
   Partnership interest                                          $   14.76         $ (.41)         $   180.62         $  3.07
                                                                 =========         ======          ==========         =======
</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>
                                                                                                   1997              1996
                                                                                              --------------    ---------
CASH FLOWS PROVIDED FROM (USED FOR) OPERATING
 ACTIVITIES
<S>                                                                                           <C>               <C>            
   Interest and other income received                                                         $      168,263    $       250,940
   Other operating expenses paid                                                                    (312,543)          (387,475)
                                                                                              --------------    ---------------
   Cash provided from (used for) operating activities                                               (144,280)          (136,535)
                                                                                              --------------    ---------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
     Purchase of equity investments                                                                  (46,131)                 -
     Net return (purchase) of investments in U.S. Government securities                           (7,425,625)         4,577,518
     Proceeds from the sale or termination of research and
       development ventures                                                                                -          2,350,284
     Proceeds from the repayment of subordinated note receivable                                      20,000            120,000
     Proceeds from the sale of investments in stocks and warrants                                 13,270,047            420,908
                                                                                              --------------    ---------------
     Cash provided from (used for) investing activities                                            5,818,291          7,468,710
                                                                                              --------------    ---------------

CASH FLOWS PROVIDED FROM (USED FOR) FINANCING
ACTIVITIES
   Cash distributions:
     General Partner                                                                                 (52,344)           (80,691)
     Limited Partners                                                                             (5,182,050)        (7,254,870)
                                                                                              --------------    ---------------
Cash provided from (used for) financing activities                                                (5,234,394)        (7,335,561)
                                                                                              --------------    ---------------

Increase (decrease) in cash and cash equivalents                                                     439,617             (3,386)
Cash and cash equivalents at beginning of period                                                     218,215            243,366
                                                                                              --------------    ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      657,832    $       239,980
                                                                                              ==============    ===============

Reconciliation  of net  income  to  cash  provided  from  (used  for)  operating
activities:
   Net income                                                                                 $   13,140,311    $       214,401
                                                                                              --------------    ---------------
   Adjustments to reconcile net income to cash provided from (used for)
     operating activities:
       Net realized (gain) loss                                                                  (13,184,276)          (295,150)
       (Increase) decrease in receivables                                                            (57,632)            24,815
       Decrease in payables                                                                          (42,683)           (80,601)
                                                                                              --------------    ---------------
   Total adjustments                                                                             (13,284,591)          (350,936)
                                                                                              --------------    ---------------

Cash provided from (used for) operating activities                                            $     (144,280)   $      (136,535)
                                                                                              ==============    ===============
</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, 1997


<TABLE>

                                                                                            Unallocated
                                                                                          Net Unrealized
                                                       General          Limited            Appreciation
                                                       Partner         Partners           of Investments            Total

<S>                                              <C>               <C>                    <C>                 <C>             
Balance at beginning of period                   $       16,042    $      1,442,434       $      263,888      $      1,722,364

Distribution, paid July 8, 1997                         (52,344)         (5,182,050)                   -            (5,234,394)

Allocation of net income                                660,398          12,479,913                    -            13,140,311

Change in net unrealized appreciation
    of investments                                            -                   -              297,618               297,618
                                                 --------------    ----------------       --------------      ----------------

Balance at end of period                         $      624,096    $      8,740,297       $      561,506      $      9,925,899
                                                 ==============    ================       ==============      ================
</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 is in the
process of liquidation and 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 the  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  quarter.  The  related
unrealized  appreciation  or  depreciation  of such securities is 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.

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), continued

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.       Commitments

The Partnership had a $388,957 non-interest obligation payable on demand to MLMS
Cancer  Research,  Inc.,  the general  partner of ML/MS  Associates,  L.P.  This
obligation  was  satisfied in November 1997 by making a final payment of $14,783
to MLMS Cancer Research, Inc.

5.       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. On March 27, 1996, the General  Partner
and the  Management  Company  agreed to reduce the management fee payable by the
Partnership  to $200,000 per annum.  The reduction  commenced with the quarterly
management  fee paid for the quarter ended March 31, 1996. The management fee is
payable quarterly in arrears.

6.       Investments in Equity Securities


As of September 30, 1997, the Partnership held 396,825 shares of common stock of
Photon  Technology  International,  Inc.,  a  public  company,  with a  cost  of
$1,125,000 and a market value of $1,686,506.

7.      Net Realized Gains or Losses from Investments

During the nine months  ended  September  30,  1997,  the  Partnership  received
501,096  common  shares  of  IDEC  Pharmaceuticals   Corporation  in  two  final
liquidating  distribution  payments from ML/MS Associates,  L.P. and its general
partner,  MLMS Cancer  Research,  Inc. As of September 30, 1997, the Partnership
had  liquidated all of its IDEC shares for  $13,318,233,  of which $48,186 was a
receivable  as of September  30, 1997.  The receipt and  subsequent  sale of the
Partnership's IDEC shares resulted in a net realized gain of $13,184,276 for the
nine months ended September 30, 1997.




<PAGE>


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


8.      Subordinated Promissory Note

In December 1995, the R&D venture between the Partnership and Photon  Technology
International,  Inc. was terminated. In connection with the termination,  Photon
agreed to pay the Partnership $770,761 to satisfy its $500,000 subordinated note
obligation and related accrued  interest.  Since the Partnership had written-off
$250,000 of the principal  amount of such note in 1994,  the first $250,000 paid
under the new arrangement, of which $20,000 was received during the three months
ended  September  30,  1997,  is being  recorded as a return of principal on the
note.

9.      Subsequent Event - Cash Distribution

On October 17, 1997, the Partnership made a cash  distribution to Partners 
totaling  $7,330,062;  $6,909,400 or $100 per Unit, to Limited Partners of 
record on October 1, 1997 and $420,662 to the General Partner.


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, 1997, and
for the  three  and nine  month  period  then  ended,  reflect  all  adjustments
necessary for the fair presentation of the results of the interim period.


<PAGE>


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

Liquidity and Capital Resources

The  Partnership  is  working  toward  a final  liquidation  of its  assets  and
termination  of the  Partnership  by the end of calendar year 1998, if possible.
The  Partnership's  Photon  Technology  International,  Inc. equity holdings and
promissory  note and the Gen-Probe II royalties are its only  remaining  assets.
The timing of the liquidation of the Partnership's assets and its termination is
contingent  upon,  among other things,  market  conditions 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 in such time
frame.

During the three  months ended  September  30, 1997,  the  Partnership  sold its
remaining common shares of IDEC Pharmaceuticals  Corporation for net proceeds of
$4,365,053,  of which  $48,186 was a  receivable  at  September  30,  1997.  The
Partnership's  entire  position in IDEC was sold  during the nine  months  ended
September 30, 1997 for aggregate net proceeds of $13,318,233.

As of September  30,  1997,  the  Partnership  had  $7,483,000  invested in U.S.
Treasury  Bills,  with  maturities  of less than one year,  and  $657,832  in an
interest bearing cash account. For the three and nine months ended September 30,
1997,  the  Partnership  earned  interest of $65,923 and $115,805 from such cash
balances,  respectively.  Interest  earned  in  future  periods  is  subject  to
fluctuations in short-term  interest rates and amounts  available for investment
in such securities.

On October  17,  1997,  the  Partnership  made a cash  distribution  to Partners
totaling  $7,330,062.  Limited  Partners  of record on October 1, 1997  received
$6,909,400, or $100 per Unit, and the General Partner received $420,662.

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

Results of Operations

For the three and nine months ended  September 30, 1997, the Partnership had net
income of $1,133,355 and $13,140,311, respectively, as compared to a net loss of
$28,832 and net income of $214,401 for the three and nine months ended September
30, 1996,  respectively.  Net income or loss is  comprised  of 1) net  operating
income or loss (interest,  royalty and licensing income less operating expenses)
and 2) net realized gain or loss.

Net Operating Income or Loss - For the three months ended September 30, 1997 and
1996, the  Partnership  had net operating  income of $23,924 and a net operating
loss of $28,832, respectively. The increase in net operating income for the 1997
period  compared  to the 1996  period,  primarily  was the  result  of a $55,516
increase in interest income, due to an increase of cash available for investment
in short-term  securities  during the 1997 period compared to the same period in
1996.  Operating  expenses  remained  relatively flat for the three months ended
September 30, 1997 as compared to the same period in 1996 with a slight decrease
in  professional  fees mostly  offset by an  increase  in mailing  and  printing
expenses.

For the nine months ended September 30, 1997 and 1996, the Partnership had a net
operating  loss of  $43,965  and  $80,749,  respectively.  The  decrease  in net
operating  loss for the 1997  period  compared  to the  1996  period,  primarily
resulted from a $54,774  decrease in operating  expenses  partially  offset by a
$17,990  decrease in  interest,  royalty and  licensing  income.  The decline of
$11,695 in interest  income  included a $49,716  reduction in interest earned on
the receivable  balance due from United AgriSeeds,  Inc., which was paid in full
in March  1996.  This was  partially  offset by an  increase of $38,021 in other
interest  income,  due to an  increase  of  cash  available  for  investment  in
short-term  securities  during the 1997  period  compared  to the same period in
1996.  Additionally,  royalty and licensing  income  decreased by $6,295 for the
1997 period compared to the 1996 period.  The decrease in operating expenses for
the 1997 period  compared to the 1996 period  resulted mainly from reduced legal
fees and mailing and printing expenses incurred during the 1997 period.

Realized  Gains  and  Losses - In March  1997 and in May 1997,  the  Partnership
received 365,217 and 135,879 common shares of IDEC Pharmaceuticals  Corporation,
respectively,  from ML/MS Associates,  L.P. and its general partner, MLMS Cancer
Research,  Inc. ("MLMS"),  representing the final liquidating  distribution from
MLMS. The  Partnership  liquidated  its entire  position in IDEC during the nine
months  ended  September  30,  1997.  The  receipt  and  subsequent  sale of the
Partnership's IDEC shares resulted in a return of $4,365,053 and $13,318,233 and
a realized  gain of  $1,109,431  and  $13,184,276  for the three and nine months
ended September 30, 1997, respectively.

The  Partnership  had no  realized  gains or losses for the three  months  ended
September 30, 1996,  however,  the  Partnership had a $295,150 net realized gain
for the nine months ended September 30, 1996. During March 1996, the Partnership
received the final  $2,350,284  installment  payment due from United  AgriSeeds,
resulting in the recognition of a $618,843 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  $321,889,  realizing a loss of
$323,693.


<PAGE>


PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any 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.(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 August 28, 1997. This current
                    report contained  details with respect to the  Partnership's
                    cash distribution paid to Partners on October 17, 1997.
------------------------------
(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/     Diane T. Herte
              Diane T. Herte
              Vice President and Treasurer
              (Principal Financial and Accounting Officer)



Date:         November 14, 1997