SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A


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

For the Quarterly Period Ended March 31, 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.
                             Amendment to Form 10-Q
                  For the Quarterly Period Ended March 31, 1997


The last  sentence of the second  paragraph  of Note 9 to the Notes To Financial
Statements  on  page 9 of Form  10-Q of ML  Technology  Ventures,  L.P.  for the
quarterly  period ended March 31, 1997,  filed with the  Securities and Exchange
Commission on May 15, 1997 is replaced with the following:

The distribution will be paid in July 1997 to Limited Partners of record on July
1, 1997.

Additionally, the last sentence of paragraph four of the Management's Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations  under the
sub-caption  "Liquidity  and  Capital  Resources"  on page 10 of Form 10-Q of ML
Technology  Ventures,  L.P. for the quarterly period ended March 31, 1997, filed
with the  Securities  and Exchange  Commission on May 15, 1997, is replaced with
the following:

The distribution will be paid in July 1997 to Limited Partners of record on July
1, 1997.

Item 1 "Financial  Statements" and Item 2 "Management's  Discussion and Analysis
of Financial  Condition  and Results of  Operations"  as revised are included in
this amendment in their entirety.


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

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

                                                                                       March 31, 1997         December 31,
                                                                                         (UNAUDITED)                 1996
ASSETS

<S>                                                                                  <C>                       <C>            
Cash and cash equivalents                                                            $       134,595           $       218,215
Publicly traded securities (cost $5,339,662 as of March 31, 1997
      and $1,125,000 as of December 31, 1996)                                              5,419,094                 1,388,888
Other equity investments, at cost                                                             19,810                    73,043
Subordinated promissory note                                                                 130,000                   130,000
Receivable from securities sold                                                            5,456,077                         -
Other assets                                                                                  44,881                    32,245
                                                                                     ---------------           ---------------

TOTAL ASSETS                                                                         $    11,204,457           $     1,842,391
                                                                                     ===============           ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                     $        89,004           $        70,027
Due to Management Company                                                                     50,000                    50,000
                                                                                     ---------------           ---------------
   Total liabilities                                                                         139,004                   120,027
                                                                                     ---------------           ---------------

Partners' Capital:
General Partner                                                                              120,845                    16,042
Limited Partners (69,094 Units)                                                           10,865,176                 1,442,434
Unallocated net unrealized appreciation of investments                                        79,432                   263,888
                                                                                     ---------------           ---------------
   Total partners' capital                                                                11,065,453                 1,722,364
                                                                                     ---------------           ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                              $    11,204,457           $     1,842,391
                                                                                     ===============           ===============
</TABLE>


See notes to financial statements.


<PAGE>


ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,

<TABLE>

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

INCOME

<S>                                                                                      <C>                      <C>          
   Royalty and licensing income                                                          $         37,187         $      36,004
   Interest on accounts receivable                                                                      -                49,716
   Other interest income                                                                            1,097                22,195
                                                                                         ----------------         -------------
   Total income                                                                                    38,284               107,915
                                                                                         ----------------         -------------

EXPENSES

   Management fee                                                                                  50,000                50,000
   Professional fees                                                                               65,500               108,349
   Mailing and printing                                                                            11,694                14,814
   Miscellaneous                                                                                    1,051                 1,050
                                                                                         ----------------         -------------
   Total expenses                                                                                 128,245               174,213
                                                                                         ----------------         -------------

NET OPERATING LOSS                                                                                (89,961)              (66,298)
                                                                                         ----------------         -------------

Net realized gain from research and development ventures                                                -               618,843

Net realized gain (loss) from investments                                                       9,617,506              (323,693)
                                                                                         ----------------         -------------

NET REALIZED GAIN                                                                               9,617,506               295,150
                                                                                         ----------------         -------------

NET INCOME (allocable to Partners)                                                       $      9,527,545         $     228,852
                                                                                         ================         =============

Net income per unit of limited partnership interest                                            $  136.51               $  3.28
                                                                                               =========               =======
</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>

                                                                                                   1997               1996
                                                                                               -------------       -------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S>                                                                                             <C>               <C>          
   Interest and other income received                                                           $     35,527      $     117,109
   Other operating expenses paid                                                                    (119,147)          (221,559)
                                                                                                ------------      -------------
   Cash used for operating activities                                                                (83,620)          (104,450)
                                                                                                ------------      -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES
   Net return of investments in U.S. Treasury Bills                                                        -          1,066,927
   Proceeds from the sale or termination of research and development
     ventures                                                                                              -          2,350,284
   Proceeds from the repayment of subordinated note                                                        -            100,000
   Proceeds from the sale of investments in equity securities                                              -            420,908
                                                                                                ------------      -------------
   Cash provided from investing activities                                                                 -          3,938,119
                                                                                                ------------      -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES
   Cash distributions:
   General Partner                                                                                         -            (42,267)
   Limited Partners                                                                                        -         (3,800,170)
                                                                                                ------------      -------------
Cash used for financing activities                                                                         -         (3,842,437)
                                                                                                ------------      -------------

Decrease in cash and cash equivalents                                                                (83,620)            (8,768)
Cash and cash equivalents at beginning of period                                                     218,215            243,366
                                                                                                ------------      -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $    134,595      $     234,598
                                                                                                ============      =============

Reconciliation of net income to cash used for operating activities:
   Net income                                                                                   $  9,527,545      $     228,852
                                                                                                ------------      -------------
   Adjustments to reconcile net income to cash used for
     operating activities:
     Net realized gain                                                                            (9,617,506)          (295,150)
     (Increase) decrease in receivables                                                              (12,636)            10,037
     Increase (decrease) in payables, net                                                             18,977            (48,189)
                                                                                                ------------      -------------
   Total adjustments                                                                              (9,611,165)          (333,302)
                                                                                                ------------      -------------

Cash used for operating activities                                                              $    (83,620)     $    (104,450)
                                                                                                ============      =============
</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, 1997

<TABLE>

                                                                                            Unallocated
                                                                                          Net Unrealized
                                                                                           Appreciation
                                                       General          Limited           (Depreciation)
                                                       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

Allocation of net income                                104,803           9,422,742                    -             9,527,545

Change in net unrealized appreciation
(depreciation) of investments                                 -                   -             (184,456)             (184,456)
                                                   ------------    ----------------       --------------      ----------------

Balance at end of period                           $    120,845    $     10,865,176       $       79,432      $     11,065,453
                                                   ============    ================       ==============      ================
</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.  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  until there has been  distributed  to the Limited  Partners an
aggregate amount,  since the inception of the Partnership,  equal to twice their
capital  contributions  and  thereafter  80% will be  allocated  to the  Limited
Partners  and 20% to the  General  Partner.  Losses  shall be  allocated  to all
Partners in proportion to their capital contributions provided, however, that to
the extent profits have been credited in the 90-10 or 80-20 ratio,  losses shall
be charged in such ratios in reverse order in which profits were credited.

4.       Commitment

The Partnership has a $388,957 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., a research and development joint venture with
IDEC Pharmaceuticals Corporation (see Note 9 below).

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.  On March 27, 1996, the General Partner and the Management
Company agreed to reduce the management fee payable by the  Partnership  from 1%
of the  aggregate  capital  contributions  to the  Partnership,  or $698,624 per
annum,  to  $200,000  per annum.  The  reduction  commenced  with the  quarterly
management fee paid for the quarter ended March 31, 1996.

6.       Investments in Equity Securities

As of January 1, 1994, the Partnership  adopted Financial  Accounting  Standards
Board No. 115 ("FASB"  115)  ("Accounting  for Certain  Investments  in Debt and
Equity Securities").  The effect on partners' capital of initially applying this
FASB  was a  change  in  accounting  principle,  and  the  unrealized  gain  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.

The cost and market value of the  Partnership's  publicly-held  securities as of
March 31, 1997 are as follows:
<TABLE>

                                                                                          Market
                                                                      Cost                 Value
Photon Technology International, Inc.
<S>                                                              <C>                  <C>          
   396,825 shares of common stock                                $   1,125,000        $   1,661,903
IDEC Pharmaceuticals Corporation
   157,779 shares of common stock                                    4,214,662            3,757,191
                                                                 -------------        -------------
                                                                 $   5,339,662        $   5,419,094
                                                                 =============        =============
</TABLE>


<PAGE>


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


7.       Net Realized Gains or Losses from Investments

During the quarter ended March 31, 1997, the Partnership received 365,217 common
shares of IDEC Pharmaceuticals  Corporation from ML/MS Associates, L.P. and MLMS
Cancer  Research,  Inc. and sold 207,438 of these shares  during the quarter for
$5,456,077,  which was a receivable  as of March 31, 1997 and collected in April
1997.  These  transactions  resulted in a net  realized  gain for the quarter of
$9,617,506.

In March 1996, the Partnership  received the final  installment  payment of $2.4
million from United  AgriSeeds,  Inc. which was due in September  1996. The $2.4
million payment resulted in a $1,731,441 return of capital,  $49,716 of interest
income and a $618,843  realized  gain.  The $618,843  realized gain included the
recognition  of an  additional  $83,554  gain due to the  early  receipt  of the
payment from the United AgriSeeds.

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.  The $770,761 was scheduled to be paid
in installments  through December 1997. Such installment payments were suspended
in June 1996 and had not resumed as of March 31, 1997. 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  is being  recorded  as a return  of
principal on the note.

9.     Subsequent Events

On May 1, 1997, ML/MS Associates,  L.P. made a final liquidating distribution of
372,048  common shares of IDEC  Pharmaceuticals  Corporation.  As a result,  the
Partnership   received   an   additional   135,879   common   shares   of   IDEC
Pharmaceuticals,  which had a fair  market  value of $19.00  per share on May 1,
1997.

In April 1997,  the General  Partner  approved a cash  distribution  to Partners
totaling  $5,234,394;  $5,182,050,  or $75 per Unit, to the Limited Partners and
$52,344 to the General Partner.  The  distribution  will be paid in July 1997 to
Limited Partners of record on July 1, 1997.

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 March 31, 1997, 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.

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

As of March 31, 1997, the Partnership had $135,000 in an  interest-bearing  cash
account.  The  Partnership  earned $1,097 of interest from its cash balances for
the quarter ended March 31, 1997.  Interest  earned in future periods is subject
to  fluctuations in short-term  interest rates and changes in the  Partnership's
available cash balances.

During the three  months  ended March 31,  1997,  the  Partnership  sold 207,438
common shares of IDEC Pharmaceuticals  Corporation for $5.5 million, realizing a
net gain of $9.6  million.  Such  proceeds  were  received in April  1997.  As a
result, subsequent to the end of the quarter, in April 1997, the General Partner
approved a cash distribution to Partners totaling $5,234,394; $5,182,050, or $75
per Unit,  to the  Limited  Partners  and $52,344 to the  General  Partner.  The
distribution  will be paid in July 1997 to Limited Partners of record on July 1,
1997.

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

As was provided in the Partnership's prospectus delivered to Limited Partners in
connection  with their  investment,  and as disclosed in subsequent  filings and
reports,  the  Partnership  is obligated to pay,  and has paid  accordingly,  an
annual management fee equal to 2% of aggregate capital  contributions during the
four years subsequent to its closing ($1,397,250  annually) and, thereafter,  1%
of aggregate capital contributions ($698,624 annually).  The original objectives
of the Partnership anticipated that the bulk of the Partnership's revenues would
be  earned  between  1988  and  1996.   Therefore,   in   consideration  of  the
Partnership's originally contemplated objectives,  the reduction of assets under
management  and the  anticipated  termination  of the  Partnership,  the General
Partner and the  Management  Company,  while not required to do so, have reduced
the annual  management fee payable by the Partnership from $698,624 to $200,000.
The reduction  commenced with the quarterly  management fee paid for the quarter
ended March 31, 1996.


<PAGE>


Results of Operations

For the three  months  ended March 31, 1997 and 1996,  the  Partnership  had net
income  of $9.5  million  and  $229,000,  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 March 31, 1997 and
1996,  the  Partnership  had  a net  operating  loss  of  $90,000  and  $66,000,
respectively. The increase in net operating loss for the 1997 period compared to
the 1996 period  primarily was the result of a $70,000 decrease in total income,
partially  offset by a $46,000 decrease in operating  expenses.  The decrease in
total income primarily  resulted from a $50,000  reduction in interest earned on
the receivable  balance due from United AgriSeeds,  Inc., which was paid in full
in March 1996. Other income decreased by $21,000, primarily due to a decrease in
interest  earned  from  short-term  investments,  due  to a  reduction  of  cash
available for investment in such  securities  during the 1997 period compared to
the same period in 1996.  The decline in operating  expenses for the 1997 period
compared  to the 1996  period  resulted  mainly  from a $43,000  decrease  in of
professional fees.

Realized  Gains and Losses - For the three  months  ended  March 31,  1997,  the
Partnership  had a net realized gain of $9.6 million  resulting from the receipt
of  365,217  common  shares  and  subsequent  sale  of  207,438  shares  of IDEC
Pharmaceuticals in the public market.

For the three months ended March 31, 1996,  the  Partnership  had a net realized
gain totaling  $295,000.  During March 1996, the Partnership  received the final
$2.4 million installment payment due from United AgriSeeds,  as discussed above,
resulting in the  recognition  of a $619,000  realized  gain during the quarter.
Additionally,  the Partnership sold its remaining common shares of Ecogen,  Inc.
for $322,000, realizing a loss of $324,000.


<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:         May 27, 1997