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, 1995

Or

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

For the transition period from               to
                             Commission file number 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                                                    10281-1327
================================================================================
(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, 1995 (Unaudited) and December 31, 1994

Statements of Operations for the Three and Nine Months Ended  September 30, 1995
and 1994 (Unaudited)

Statements  of Cash Flows for the Nine Months Ended  September 30, 1995 and 1994
(Unaudited)

Statement  of Changes in Partners'  Capital for the Nine Months Ended  September
30, 1995 (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, 1995          December 31,
                                                                                         (Unaudited)                 1994
ASSETS
<S>                                                                                    <C>                     <C>            
Cash and cash equivalents                                                              $      459,795          $       359,001
Investments - Notes 2 and 6
   U.S. Government securities, at amortized cost                                            2,498,153                1,748,819
   Publicly traded securities, at market value (cost $ 1,089,850
     at September 30, 1995 and $1,684,325 at December 31, 1994)                               580,023                1,244,954
   Other equity investments, at cost                                                           49,304                   49,304
   Convertible subordinated note at 13%, due October 1, 1995 - Note 9                         250,000                  250,000
Accounts receivable (less unamortized discount of $183,532 at
   September 30, 1995 and $443,878 at December 31, 1994) - Note 7                           4,253,033                4,291,425
                                                                                       --------------          ---------------

TOTAL ASSETS                                                                           $    8,090,308          $     7,943,503
                                                                                       ==============          ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                       $        9,400          $        12,658
Due to Management Company - Note 5                                                            174,656                  174,656
Deferred gain on sale of technology - Note 7                                                  981,363                  981,363
                                                                                       --------------          ---------------
   Total liabilities                                                                        1,165,419                1,168,677
                                                                                       --------------          ---------------

Partners' Capital:
General Partner                                                                                81,780                   79,354
Limited Partners (69,094 Units)                                                             7,352,936                7,134,843
Unallocated net unrealized depreciation of investments - Note 2                              (509,827)                (439,371)
                                                                                       --------------          ---------------
   Total partners' capital                                                                  6,924,889                6,774,826
                                                                                       --------------          ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                $    8,090,308          $     7,943,503
                                                                                       ==============          ===============
</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,

                                                                   1995             1994             1995            1994
                                                               ------------     ------------    ------------    ---------

INCOME

<S>                                                            <C>              <C>             <C>             <C>            
   Royalty and licensing income                                $     31,043     $    322,223    $    730,021    $       976,146
   Interest on accounts receivable                                   87,736          111,709         260,346            331,485
   Other interest income                                             35,222            1,971          94,484             10,525
                                                               ------------     ------------    ------------    ---------------
   Total income                                                     154,001          435,903       1,084,851          1,318,156
                                                               ------------     ------------    ------------    ---------------

EXPENSES

   Management fee - Note 5                                          174,656          174,656         523,968            523,968
   Professional fees                                                  5,500           11,167          86,695             99,526
   Mailing and printing                                               6,537            5,630          30,807             84,805
   Miscellaneous                                                          -                -           1,181              1,050
                                                               ------------     ------------    ------------    ---------------
   Total expenses                                                   186,693          191,453         642,651            709,349
                                                               ------------     ------------    ------------    ---------------

NET OPERATING INCOME (LOSS)                                         (32,692)         244,450         442,200            608,807

Net realized loss from investments in stock
   and warrants                                                           -                -        (221,681)          (473,850)
                                                               ------------     ------------    ------------    ---------------

NET INCOME (LOSS) (allocable to Partners)
   - Note 3                                                    $    (32,692)    $    244,450    $    220,519    $       134,957
                                                               ============     ============    ============    ===============


Net income (loss) per unit of limited partnership
   interest                                                       $   (.47)        $  3.50          $   3.16          $   1.93
                                                                  ========         =======          ========          ========
</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>
                                                                                                   1995              1994
                                                                                              --------------    ---------
CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES
<S>                                                                                           <C>               <C>            
   Interest and other income received                                                         $    1,137,369    $       976,983
   Other operating expenses paid                                                                    (647,742)          (706,918)
                                                                                              --------------    ---------------
   Cash provided from operating activities                                                           489,627            270,065
                                                                                              --------------    ---------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES
     Net return (purchase) of investments in U.S. Government securities                             (761,627)         3,228,628
     Proceeds from the sale of investments in stocks and warrants                                    372,794                  -
                                                                                              --------------    ---------------
     Cash provided from (used for) investing activities                                             (388,833)         3,228,628
                                                                                              --------------    ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES
   Cash distributions:
     General Partner                                                                                       -            (38,424)
     Limited Partners                                                                                      -         (3,454,700)
                                                                                              --------------    ---------------
Cash used for financing activities                                                                         -         (3,493,124)
                                                                                              --------------    ---------------

Increase in cash and cash equivalents                                                                100,794              5,569
Cash and cash equivalents at beginning of period                                                     359,001            461,955
                                                                                              --------------    ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      459,795    $       467,524
                                                                                              ==============    ===============


Reconciliation of net income to cash provided from operating activities:
   Net income                                                                                 $      220,519    $       134,957
                                                                                              --------------    ---------------
   Adjustments to reconcile net income to cash provided from operating
     activities:
       Net realized loss                                                                             221,681            473,850
       (Increase) decrease in receivables                                                             50,685           (341,173)
       Increase (decrease) in payables                                                                (3,258)             2,431
                                                                                              --------------    ---------------
   Total adjustments                                                                                 269,108            135,108
                                                                                              --------------    ---------------

Cash provided from operating activities                                                       $      489,627    $       270,065
                                                                                              ==============    ===============
</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, 1995


<TABLE>
                                                                                            Unallocated
                                                                                          Net Unrealized
                                                       General           Limited           Depreciation
                                                       Partner          Partners          of Investments             Total
<S>                                                 <C>              <C>                  <C>                  <C>            
Balance at beginning of period                      $    79,354      $    7,134,843       $     (439,371)      $     6,774,826

Allocation of net income - Note 3                         2,426             218,093                    -               220,519

Change in net unrealized
depreciation of investments                                   -                   -              (70,456)              (70,456)
                                                    -----------      --------------       --------------       ---------------

Balance at end of period                            $    81,780      $    7,352,936       $     (509,827)      $     6,924,889
                                                    ===========      ==============       ==============       ===============
</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.

The   objective   of  the   Partnership   is  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 engages in research and development
activities  for the  development  of new  technology  through  contracts,  joint
ventures and investments in other  partnerships.  The Partnership 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.  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.

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 until there has

<PAGE>


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


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 the reverse
order in which profits were credited.

4.       Commitment

The Partnership has a $412,696 commitment to fund MLMS Cancer Research, Inc. The
Partnership  is a  shareholder  of 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.

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 receives a management fee at an annual rate
of  1% of  the  aggregate  capital  contributions  to  the  Partnership  payable
quarterly in arrears.

6.       Investments in Equity Securities at September 30, 1995

Beginning on January 1, 1994, the Partnership adopted the statement of Financial
Accounting Standards No. 115 ("FAS 115"), "Accounting for Certain Investments in
Debt and Equity  Securities".  The  effect on  partners'  capital  of  initially
applying FAS 115 is a change in accounting principle, and the unrealized gain or
loss for securities  available for sale is reflected as a separate  component of
partners' capital. In accordance with this statement, debt and equity securities
which 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.

<TABLE>
                                                           Common                               Unrealized            Market
                                                           Shares              Cost                Loss                Value
<S>                                                         <C>           <C>                  <C>                 <C>         
Publicly Traded Securities:
Ecogen Inc.                                                 322,682       $      839,850       $    (426,494)      $    413,356
Photon Technology International, Inc.                       190,476              250,000             (83,333)           166,667
                                                                          --------------       -------------       ------------

Total                                                                     $    1,089,850       $    (509,827)      $    580,023
                                                                          ==============       =============       ============
</TABLE>

In  March  1995,  the  research  and  development  joint  venture  between  IDEC
Pharmaceuticals  Corporation  and ML/MS  Associates,  L.P.  was  terminated.  In
connection  with the  termination  and  cancellation  of all  future  rights  to
royalties from the sale of commercialized  products,  ML/MS Associates  received
1,000,000 shares of

<PAGE>


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


unregistered  IDEC common stock and 69,375  shares of 10% dividend  accumulating
preferred  stock of  IDEC.  The  Partnership  owns a 36.2%  limited  partnership
interest in ML/MS  Associates and 420,000 shares of MLMS Cancer  Research,  Inc.
("CRI") common stock,  the general partner of ML/MS  Associates,  representing a
36.5% ownership of CRI. CRI has a 1% ownership interest in ML/MS Associates.

7.       Accounts Receivable

In June 1988,  the  Partnership  terminated its research and  development  joint
venture  with  United  AgriSeeds,  Inc.  Under  the  terms  of  the  termination
agreement,  accounted for as an installment  sale, the Partnership  will receive
$10 million  over an  eight-year  period  which began in January  1989.  The $10
million payment will result in a $4.1 million return of capital,  a $2.2 million
gain from the sale of  technology  and $3.7  million  of  interest  income to be
recorded over the payment  period.  At September 30, 1995,  the balance due from
United AgriSeeds, net of unamortized discount, was $4.2 million and the deferred
gain from the sale was  $981,000.  The cash  payments due from United  AgriSeeds
total $4.4 million at September  30, 1995. On October 3, 1995,  the  Partnership
received a $2 million installment  payment from United AgriSeeds.  The remaining
payment of $2.4 million is due in October 1996.

8.       Cash Distributions

Cash  distributions paid to Partners during the periods presented and cumulative
cash distributions paid from inception of the Partnership  through September 30,
1995 are listed below:

<TABLE>
                                                              General                 Limited                 Per $1,000
            Distribution Date                                 Partner                Partners                    Unit
<S>                   <C> <C>                              <C>                    <C>                          <C>    
Inception to December 31, 1993                             $    552,545           $    49,678,586              $   719
January 21, 1994                                                 38,424                 3,454,700                   50
                                                           ------------           ---------------              -------
Cumulative totals as of September 30, 1995                 $    590,969           $    53,133,286              $   769
                                                           ============           ===============              =======
</TABLE>

In November 1995, the General Partner  approved a cash  distribution to Partners
totaling  $3,842,437;  $3,800,170,  or $55 per Unit, to the Limited Partners and
$42,267 to the General Partner. The distribution will be paid in January 1996 to
Limited Partners of record on January 1, 1996.

9.       Subsequent Events

In October  1995,  the  Partnership  entered into an agreement to sell its joint
venture interest in its research and development  venture with Photon Technology
International, Inc. to Photon Technology. In consideration for the rights to the
technology developed under the agreement, the Partnership will receive 1,000,000
shares of

<PAGE>


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

Photon  Technology  common stock.  Additionally,  Photon has agreed to repay its
$500,000   subordinated  note  and  interest  totaling  $271,000,   due  to  the
Partnership  on October 1, 1995,  over a two year period  beginning  in December
1995. At September 30, 1995, the subordinated note was carried at $250,000.

In November 1995, the General Partner  approved a cash  distribution to Partners
totaling  $3,842,437;  $3,800,170,  or $55 per Unit, to the Limited Partners and
$42,267 to the General Partner. The distribution will be paid in January 1996 to
Limited  Partners  of record on January 1, 1996 and will bring  cumulative  cash
distributions to Partners to $57,566,692;  $56,933,456, or $824 per Unit, to the
Limited Partners and $633,236 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, 1995, 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 to 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 unfunded  research  and
development commitments and will not enter into new R&D Ventures in the future.

The Partnership invests its available cash in Permitted  Temporary  Investments,
primarily U.S. Treasury Bills, ("PTIs") as defined in the Partnership Agreement.
At September 30, 1995, the Partnership  had $2.5 million  invested in PTI's with
maturities  of less  than one  year and  $460,000  in an  interest-bearing  cash
account. For the three and nine months ended September 30, 1995, the Partnership
earned  $35,000 and $94,000 of interest from its PTI's,  respectively.  Interest
earned  from  PTI's  in  future  periods  will be  subject  to  fluctuations  in
short-term  interest  rates and changes in amounts  available for  investment in
PTI's.

At September 30, 1995,  cash payments due from United  AgriSeeds,  Inc.  totaled
$4.4 million.  The Partnership received a $2 million payment in October 1995 and
is expected to receive the  remaining  balance of $2.4 million in October  1996.
Such payments relate to the 1988  termination of the  Partnership's  R&D Venture
with United AgriSeeds.

It is anticipated that funds needed to cover future  operating  expenses will be
obtained from future royalty and licensing  income,  interest income from PTI's,
installment sale proceeds and proceeds received by the Partnership from the sale
of its equity securities.

The Partnership,  through the authority of its General Partner,  has the ability
to  borrow  funds.  Such  borrowing  may be used  for any  Partnership  purpose,
including working capital,  follow-on  expenditures for research and development
ventures or to exercise  warrants.  The  Partnership  is not permitted to borrow
more than 10% of the aggregate  capital  contributions to the  Partnership.  The
Partnership  has made no such  borrowings  to date and does not expect to borrow
funds in the future.

Results of Operations

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. For the three and
nine months ended September 30, 1994, the Partnership had net income of $244,000
and $135,000,  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, 1995 and
1994,  the  Partnership  had a net  operating  loss of $33,000 and net operating
income of $244,000, respectively. The decrease in net operating income primarily
was the result of a $291,000  decrease  in  royalty  income for the 1995  period
compared to the 1994 period.  The decrease in royalty income for the 1995 period
was  due to a  reduction  in  royalties  earned  from  the  first  research  and
development  program with  Gen-Probe  Incorporated  ("Venture  #1").  During the
quarter  ended June 30, 1995,  the  Partnership  reached the maximum  cumulative
royalties to be paid under the agreement  with Gen-Probe  concerning  Venture #1
and will not  receive  any future  royalties  from  Gen-Probe  relating  to this
venture.  The  Partnership's  royalty  agreement  under the second  research and
development venture with Gen-Probe is still in effect.  Additionally,  a $33,000
increase  in other  interest  income for the 1995  period  compared  to the 1994
period  was  mostly  offset by a $24,000  reduction  in  interest  earned on the
receivable  due from United  AgriSeeds  during the 1995 period.  The increase in
other  interest  income for the 1995  period was due to an  increase  in amounts
invested in PTI's and higher  short-term  interest  rates during the 1995 period
compared to the 1994 period.

Net operating  income for the nine months ended  September 30, 1995 and 1994 was
$442,000 and  $609,000,  respectively.  The $167,000  decrease in net  operating
income  for the 1995  period  compared  to the 1994  period  was the result of a
$233,000  decline in total  income  partially  offset by a $66,000  reduction in
operating  expenses for the 1995 period.  The decline in total income includes a
$246,000 decrease in royalty and licensing income primarily due to the cessation
of royalty payments from Gen-Probe Venture #1, as discussed above. Additionally,
an $84,000  increase  in other  interest  income for the 1995  period was mostly
offset  by a  $71,000  decrease  in  interest  earned  on the  United  AgriSeeds
receivable during the 1995 period. The increase in other interest income for the
1995  period  was due to an  increase  in amounts  invested  in PTI's and higher
short-term  interest  rates during the 1995 period  compared to the 1994 period.
The $67,000  decline in operating  expenses  primarily  resulted  from a $54,000
decline in mailing and printing expenses for the 1995 period due to certain cost
control measures implemented by the Partnership during the 1995 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, 1995.  In March 1995,
the Partnership sold 72,368 shares of Interleaf, Inc. common stock in the public
market  for   $373,000,   realizing  a  loss  of  $222,000,   representing   the
Partnership's realized loss for the nine months ended September 30, 1995.

For the three months ended  September 30, 1994, the  Partnership had no realized
gains or losses.  For the nine months ended  September 30, 1994, the Partnership
had a net realized loss of $474,000 resulting from the expiration of warrants to
purchase common stock of Photon Technology International,  Inc. and Bolt Beranek
and Newman, Inc.



<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.****
</TABLE>

                    (27)            Financial Data Schedule.

              (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.


<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 13, 1995