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 March 31, 1999

Or

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

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


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


Delaware                                                            13-3213176
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(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
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(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 March 31, 1999 (Unaudited) and December 31, 1998

Statements of Operations for the Three Months Ended March 31, 1999 and 1998 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
1999 (Unaudited)

Notes to Financial Statements (Unaudited)

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

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>



                                                                                            March 31, 1999
December 31,
                                                                                              (Unaudited)            1998       
ASSETS

Cash and cash equivalents                                                                   $      182,767      $       105,543
Investments:
<S>                                                                                                <C>                  <C>    
   U.S. Government securities, at amortized cost                                                   496,421              595,856
   Publicly traded securities, at market value (cost $1,125,000
   as of March 31, 1999 and December 31, 1998)                                                     446,429              458,830
   Subordinated promissory note                                                                    110,000              110,000
Accounts receivable                                                                                 31,305               30,017
                                                                                            --------------      ---------------

TOTAL ASSETS                                                                                $    1,266,922      $     1,300,246
                                                                                            ==============      ===============


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued liabilities                                                    $       19,800      $         9,361
Due to Management Company                                                                           50,000               50,000
                                                                                            --------------      ---------------
   Total liabilities                                                                                69,800               59,361
                                                                                            --------------      ---------------

Partners' Capital:
General Partner                                                                                    187,570              190,706
Limited Partners (69,094 Units)                                                                  1,688,123            1,716,349
Accumulated unallocated other comprehensive loss
   - unrealized depreciation of investments                                                       (678,571)            (666,170)
                                                                                            --------------      ---------------
Total partners' capital                                                                          1,197,122            1,240,885
                                                                                            --------------      ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $    1,266,922      $     1,300,246

                                                                                            ==============      ===============

</TABLE>

See notes to financial statements.



<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31,
<TABLE>


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

INCOME

<S>                                                                                          <C>        
   Royalty and licensing income                                                              $    32,630
$  34,914
   Other interest income                                                                           6,880                 8,713
                                                                                             -----------           -----------
   Total income                                                                                   39,510                43,627
                                                                                             -----------           -----------
EXPENSES

   Management fee                                                                                 50,000                50,000
   Professional fees                                                                               9,068                20,459
   Mailing and printing                                                                           11,804                13,166
   Miscellaneous                                                                                       -                   100
                                                                                             -----------           -----------
   Total expenses                                                                                 70,872                83,725
                                                                                             -----------           -----------

NET OPERATING LOSS                                                                               (31,362)              (40,098)
                                                                                             -----------           -----------

Net realized gain from investments                                                                     -                     -
                                                                                             -----------           -----------

NET LOSS                                                                                         (31,362)              (40,098)
                                                                                             -----------           ----------- 

OTHER COMPREHENSIVE (LOSS) INCOME
   Change in unrealized (depreciation) appreciation of investments                               (12,401)               99,206
                                                                                             -----------           -----------

COMPREHENSIVE (LOSS) INCOME                                                                  $   (43,763)
                                                                                             =========== 
$  59,108

Net loss per unit of limited partnership interest                                              $(0.41)
                                                                                               ====== 
$  (0.52)
</TABLE>


See notes to financial statements.



<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31,
<TABLE>

                                                                                                   1999               1998     
                                                                                               -------------       ------------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S>                                                                                             <C>               <C>          
   Interest and other income received                                                           $     38,604      $      46,408
   Other operating expenses paid                                                                     (60,433)           (82,164)
                                                                                                ------------      -------------
   Cash used for operating activities                                                                (21,829)           (35,756)
                                                                                                ------------      -------------


CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES
   Net return (purchase of ) U.S. Government Securities                                               99,053            (98,303)
                                                                                                ------------      -------------
   Cash provided from (used for) investing activities                                                 99,053            (98,303)
                                                                                                ------------      -------------

Increase (decrease) in cash and cash equivalents                                                      77,224           (134,059)
Cash and cash equivalents at beginning of period                                                     105,543            343,250
                                                                                                ------------      -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $    182,767      $     209,191
                                                                                                ============      =============


Reconciliation of net loss to cash used for operating activities:
   Net loss                                                                                     $    (31,362)     $     (40,098)
                                                                                                ------------      -------------
   Adjustments to reconcile net loss to cash used for
     operating activities:
     (Increase) decrease in accounts receivable and other assets                                      (1,288)             4,169
     Increase in accounts payable and accrued liabilities                                             10,439              1,561
     Increase (decrease) in accrued interest on U.S. Government Securities                               382             (1,388)
                                                                                                ------------      -------------
   Total adjustments                                                                                   9,533              4,342
                                                                                                ------------      -------------

Cash used for operating activities                                                              $    (21,829)     $     (35,756)
                                                                                                ============      =============
</TABLE>



See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Three Months Ended March 31, 1999
<TABLE>



                                                                                            Accumulated
                                                                                            Unallocated
                                                                                               Other
                                                     General            Limited            Comprehensive
                                                     Partner           Partners                Loss                  Total     

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

Allocation of net loss                                   (3,136)            (28,226)                   -               (31,362)

Change in other comprehensive loss -
   unrealized depreciation of investments                     -                   -              (12,401)              (12,401)
                                                   ------------    ----------------       --------------      ----------------

Balance at end of period                           $    187,570    $      1,688,123       $     (678,571)     $      1,197,122
                                                   ============    ================       ==============      ================

</TABLE>



See notes to financial statements.


<PAGE>


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

1.       Organization and Purpose

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

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

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

2.       Significant Accounting Policies

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

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

Comprehensive  Income  (Loss) - In  accordance  with  SFAS No.  130,  "Reporting
Comprehensive  Income", the statements of operations include an amount for other
comprehensive  income  (loss).  Other  comprehensive  income (loss)  consists of
revenues,  expenses,  gains and losses that have affected  partners' capital but
which are excluded from net income (loss).  Other comprehensive income (loss) in
the  accompanying  statements of operations  resulted from a net unrealized gain
(loss) on  investments.  Accumulated  other  comprehensive  income (loss) in the
accompanying balance sheets reflects the cumulative net unrealized  appreciation
(depreciation) of investments in equity securities.  The statement of operations
for the three months ended March 31, 1998 include certain  reclassifications  to
reflect adoption of SFAS No. 130.

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


<PAGE>


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

and  liabilities  and disclosure of contingent  assets and liabilities as of the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Investment  Transactions - Investment  transactions  are recorded on the accrual
method. Realized gains and losses on investments sold are computed on a specific
identification basis.

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the Partners for  inclusion  in their  respective  tax
returns.

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

3.       Allocation of Partnership Profits and Losses

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

4.       Related Party Transactions

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

5.       Investments in Equity Securities

As of March 31,  1999,  the  Partnership  held 396,825  common  shares of Photon
Technology  International,  Inc., a public  company,  with a cost of $1,125,000.
Such securities had a market value of $446,429 as of March 31, 1999.

6.       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 March 31, 1999, and for
the three 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

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.

As of March 31, 1999, the Partnership had $496,421  invested in U.S.  Government
securities   with  maturities  of  less  than  one  year,  and  $181,624  in  an
interest-bearing  cash account.  The Partnership  earned $6,880 of interest from
its U.S. Government  securities and cash account for the quarter ended March 31,
1999. Interest earned in future periods is subject to fluctuations in short-term
interest rates and amounts available for investment.

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

Although the Partnership  Agreement provides that the Partnership will terminate
no later than  January  31,  2005,  the  General  Partner is working  toward the
termination of the Partnership as soon as practical, consistent with the goal of
maximizing  returns. In addition to the liquid assets held as of March 31, 1999,
the  Partnership   also  holds  396,825  common  shares  of  Photon   Technology
International  Inc. and a promissory note due from Photon Technology with a face
value of $110,000. The Partnership is also party to active royalty agreements in
connection  with its R&D  Ventures  with Gen Probe,  Inc.  and Bolt  Beranek and
Newman,  Inc.  The  timing  of the  liquidation  of these  remaining  assets  is
contingent  upon,  among other things,  market  conditions and  securities  laws
restrictions.  Therefore,  although it is anticipated  that the Partnership will
terminate  during  calendar  year  1999,  no  assurances  can be given  that the
Partnership  will be able to  complete  all steps  necessary  to  liquidate  the
remaining assets in 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,  reduced the
annual management fee from $698,624 to $200,000,  commencing with the management
fee for the first  quarter  of 1996.  As a result,  the  Partnership  incurred a
management fee of $50,000 for the three months ended March 31, 1999 and 1998.





Results of Operations

     For the three months ended March 31, 1999 and 1998, the  Partnership  had a
net loss of $31,362 and $40,098,  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 March 31, 1999 and
1998,  the  Partnership  had  a net  operating  loss  of  $31,362  and  $40,098,
respectively.  The $8,736  favorable  change in net operating  loss for the 1999
period  compared  to the 1998  period  was the result of a $12,853  decrease  in
operating  expenses,  partially offset by a $4,117 decrease in total income. The
decline in operating  expenses  for the 1999 period  compared to the 1998 period
primarily  resulted from an $11,391 decrease in professional  fees. Such reduced
expenses reflect the Partnership's declining operating activity. The decrease in
total  income  is   attributable   to  decreases  in  interest  from  short-term
investments and royalty and licensing  income during the 1999 period compared to
the same period in 1998.

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.

For the three  months  ended March 31, 1999 and 1998,  the  Partnership  had no 
realized  gains or losses from such investments.

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

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

The  Administrator  has  assessed its  computer  hardware and software  systems,
specifically  as they relate to the  operations of the  Partnership.  As part of
this investigation of potential Y2K concerns, the Administrator  contracted with
an outside  computer  service  provider  to examine  all of the  Administrator's
computer hardware and software applications. This review and evaluation has been
completed and certain Y2K concerns have been identified. The Administrator is in
the process of purchasing, installing and testing the necessary software patches
and new computer  hardware  required to ensure that all of its computer  systems
are Y2K  compliant.  This  correction  phase  is  expected  to be  completed  by
September 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within  their own  operation.  There can be no guarantee  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner.

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.

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

The Partnership's 396,825 common shares of Photon Technology International, Inc.
was the only equity  investment  held as of March 31, 1999. The per share market
price of this security was $1.125 as of March 31, 1999 and the fair value of the
Partnership's  holdings was $446,429.  An assumed 10% decline from the March 31,
1999 market price of this security would result in a reduction to the fair value
of  the  Partnership's   holdings  in  Photon  Technology  and  a  corresponding
unrealized loss of $44,643.

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




<PAGE>


                                            PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any legal proceedings.

Item 2.       Changes in Securities.

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

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

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

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

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

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


<PAGE>


                                                    SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



              ML TECHNOLOGY VENTURES, L.P.


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

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


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


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

By:           /s/     Diane T. Herte                              
              Diane T. Herte
              Vice President and Treasurer
              (Principal Financial and Accounting Officer)



Date:         May 14, 1999