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, 1998

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 0-17198


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Oklahoma                                                              73-1329487
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


10830 E. 45th Street, Suite 307
Tulsa, Oklahoma                                                           74146
-------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (918) 663-2500

Meridian Tower, Suite 1060
5100 East Skelly Drive
Tulsa, Oklahoma                                                            74135
--------------------------------------------------------------------------------
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 OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1998 (Unaudited) and December 31, 1997

Schedule of Portfolio Investments as of September 30, 1998 (Unaudited)

Statements of Operations for the Three and Nine Months Ended September 30, 1998 
and 1997 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 1998 and 1997 
(Unaudited)

Statement of Changes in Partners' Capital for the Nine Months Ended September 
30, 1998 (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 OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>

                                                                                            September 30,
                                                                                                1998             December 31,
                                                                                             (Unaudited)             1997      
ASSETS

Portfolio investments, at fair value (cost $3,055,356 as of
<S>          <C> <C>      <C>                       <C> <C>                              <C>                   <C>             
   September 30, 1998 and $4,673,359 as of December 31, 1997)                            $       5,356,431     $      7,697,927
Short-term investments, at amortized cost                                                        1,194,690                    -
Cash and cash equivalents                                                                          238,645               85,653
Accrued interest receivable                                                                         20,706                  480
                                                                                          ----------------     ----------------

TOTAL ASSETS                                                                              $      6,810,472     $      7,784,060
                                                                                          ================     ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                                 $        880,222     $              -
Accounts payable and accrued expenses                                                               71,766               60,068
Due to Management Company                                                                          106,832              108,971
Due to Independent General Partners                                                                 18,000               15,000
                                                                                          ----------------     ----------------
   Total liabilities                                                                             1,076,820              184,039
                                                                                          ----------------     ----------------

Partners' Capital:
Managing General Partner                                                                            34,325               45,754
Individual General Partners                                                                          1,329                1,771
Limited Partners (10,248 Units)                                                                  3,396,923            4,527,928
Unallocated net unrealized appreciation of investments                                           2,301,075            3,024,568
                                                                                          ----------------     ----------------
   Total partners' capital                                                                       5,733,652            7,600,021
                                                                                          ----------------     ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      6,810,472     $      7,784,060
                                                                                          ================     ================
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of September 30, 1998
<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Americo Publishing, Inc. (B)
<S><C>                                                                         <C>             <C>                  <C>           
8%-10% Demand Promissory Notes                                         Feb. 1994            $      364,000       $            0
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
762,500 shares of Preferred Stock                                      April 1993                  700,000            1,437,500
775,000 shares of Common Stock                                                                     310,000              775,000
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.(A)(B)
705,681 shares of Common Stock                                         June 1992                   529,900              132,315
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
14% Bridge Loan                                                                                    228,740              228,740
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)(C)
496,635 shares of Common Stock                                         May 1991                    921,305            2,172,778
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0                  940
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
304,579 shares of Common Stock                                         July 1994                     1,411              609,158
-------------------------------------------------------------------------------------------------------------------------------
Totals from Active Portfolio Investments                                                    $    3,055,356       $    5,356,431
                                                                                            ==============       ==============

Supplemental Information - Liquidated Portfolio Investments:(D)(E)
                                                                                          Net Realized
                                                                              Cost             Gain                 Return     
Totals from Liquidated Portfolio Investments                             $    6,863,780     $    1,039,638       $    7,903,418
                                                                         ==============     ==============       ==============

                                                                                         Combined Net             Combined
                                                                                         Unrealized andFair Value
                                                                              Cost       Realized Gain            and Return   

Totals from Active & Liquidated Portfolio Investments                    $    9,919,136     $    3,340,713       $   13,259,849
                                                                         ==============     ==============       ==============
</TABLE>

(A)  Public company

 (B) Qualifies as an "Oklahoma business venture" under Oklahoma law.

(C)  Subsequent to the end of the quarter, in October 1998, the Partnership sold
     30,000  common  shares of  UroCor,  Inc.  for  $180,299.  As a result,  the
     Partnership  will  realize a gain of $60,703  during the fourth  quarter of
     1998. Also, in October 1998, the Partnership exercised warrants to purchase
     12,539 shares of UroCor, Inc. common stock for $53,918.

 (D) During the quarter  ended  September  30, 1998,  the  Partnership  sold its
     investment  in  Independent  Gas Company  Holdings,  Inc.  for  $1,278,800,
     realizing a gain of $811,464.

 (E) Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through September 30, 1998.

* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS (Unaudited)


<TABLE>
                                                                       Three Months Ended               Nine Months Ended
                                                                          September 30,                   September 30,

                                                                       1998           1997            1998            1997     
                                                                 -------------   --------------  --------------   -------------
INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                              <C>             <C>             <C>            <C>            
   Interest from short-term investments                          $       5,201   $       24,417  $       9,316  $        43,976
   Interest and other income from portfolio
     investments                                                         8,072                -         27,573                -
   Other interest income                                                     -           (3,432)         7,295            9,520
                                                                 -------------   --------------  -------------  ---------------
   Total investment income                                              13,273           20,985         44,184           53,496
                                                                 -------------   --------------  -------------  ---------------

   Expenses:
   Management fee                                                       50,000           50,000        150,000          150,000
   Professional fees                                                    33,120           12,339         60,601           29,538
   Independent General Partners' fees                                   18,000           15,329         47,843           45,947
   Mailing and printing                                                  5,051            1,651         13,180           10,864
   Custodial fees                                                          702           (3,245)           820           (1,788)
   Miscellaneous                                                             -            2,114          1,290            2,407
                                                                 -------------   --------------  -------------  ---------------
   Total expenses                                                      106,873           78,188        273,734          236,968
                                                                 -------------   --------------  -------------  ---------------

NET INVESTMENT LOSS                                                    (93,600)         (57,203)      (229,550)        (183,472)

Net realized gain (loss) from portfolio investments                    811,464                -        (33,104)         884,626
                                                                 -------------   --------------  -------------  ---------------

NET REALIZED GAIN (LOSS) FROM
   OPERATIONS                                                          717,864          (57,203)      (262,654)         701,154

Change in unrealized appreciation of
   investments                                                      (1,685,772)        (216,456)      (723,493)      (1,535,333)
                                                                 -------------   --------------  -------------  ---------------

NET DECREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                     $    (967,908)  $     (273,659) $    (986,147) $      (834,179)
                                                                 =============   ==============  =============  =============== 
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended September 30,


<TABLE>
                                                                                                  1998                1997     
                                                                                              -------------       -------------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                 <C>           
Net investment loss                                                                           $    (229,550)      $    (183,472)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Increase (decrease) in operating payables, net                                                       12,559             (48,105)
Increase in accrued interest on short-term investments                                               (2,758)             (8,703)
Increase in accrued interest receivable                                                             (20,226)                  -
                                                                                              -------------       -------------
Cash used for operating activities                                                                 (239,975)           (240,280)
                                                                                              -------------       -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                   1,513,639           2,348,955
Proceeds from the repayment of note and bridge loan                                                  71,260                   -
Net purchase of short-term investments                                                           (1,191,932)           (989,122)
                                                                                              -------------       -------------
Cash provided from investing activities                                                             392,967           1,359,833
                                                                                              -------------       -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions to Partners                                                                            -          (1,035,554)
                                                                                              -------------       -------------

Increase in cash and cash equivalents                                                               152,992              83,999
Cash and cash equivalents at beginning of period                                                     85,653             380,685
                                                                                              -------------       -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $     238,645       $     464,684
                                                                                              =============       =============
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Nine Months Ended September 30, 1998


<TABLE>

                                                                                             Unallocated
                                         Managing        Individual                        Net Unrealized
                                          General          General         Limited          Appreciation
                                          Partner         Partners        Partners         of Investments           Total     

<S>                                    <C>              <C>            <C>                <C>                  <C>            
Balance at beginning of period         $    45,754      $    1,771     $    4,527,928     $     3,024,568      $     7,600,021

Cash distribution accrued                   (8,802)           (340)          (871,080)                  -             (880,222)

Net investment loss                         (2,296)            (89)          (227,165)                  -             (229,550)

Net realized loss                             (331)            (13)           (32,760)                  -              (33,104)

Change in unrealized
appreciation of investments                      -               -                  -            (723,493)            (723,493)
                                        ----------        --------      -------------       -------------      ---------------

Balance at end of period                $   34,325        $  1,329      $   3,396,923(A)    $   2,301,075      $     5,733,652
                                        ==========        ========      =============       =============      ===============
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments,  was $554
     as of September 30, 1998. Additionally,  cumulative cash distributions paid
     or accrued to Limited Partners,  as of September 30, 1998, totaled $560 per
     Unit.


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)

1.       Organization and Purpose

ML Oklahoma Venture Partners, Limited Partnership (the "Partnership") was formed
on July 15, 1988 under the Revised Uniform Limited  Partnership Act of the State
of Oklahoma.  The  Partnership's  operations  commenced on August 14, 1989. MLOK
Co., Limited  Partnership,  the managing general partner of the Partnership (the
"Managing General Partner"),  is an Oklahoma limited  partnership formed on July
15, 1988,  the general  partner of which is Merrill Lynch  Venture  Capital Inc.
(the "Management Company"), an indirect subsidiary of Merrill Lynch & Co., Inc.

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not engage in any other business or activity.  The Managing General Partner
is working toward the ultimate termination of the Partnership,  with an emphasis
on  liquidating  the  remaining  assets  as soon as  practical  with the goal of
maximizing returns. The Partnership's  originally scheduled termination date was
December 31, 1998. In November 1998, the  Individual  General  Partners voted to
extend  the term of the  Partnership  for an  additional  two-year  period.  The
Partnership  is now scheduled to terminate no later than December 31, 2000.  The
Individual General Partners have the right to extend the term of the Partnership
for an additional  two-year  period if they  determine that such extension is in
the best interest of the Partnership.

2.       Significant Accounting Policies

Valuation of Investments - Short-term  investments are carried at amortized cost
which approximates  market.  Portfolio  investments are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the Individual  General  Partners.  The Managing General Partner  determines the
fair value of its portfolio investments by applying consistent  guidelines.  The
fair value of public  securities is adjusted to the closing  public market price
for the last trading day of the accounting  period less an appropriate  discount
for sales  restrictions,  the size of the Partnership's  holdings and the public
market trading volume.  Private securities are carried at cost until significant
developments  affecting  a  portfolio  investment  provide a basis for change in
valuation.  The fair  value of  private  securities  is  adjusted  1) to reflect
meaningful  third-party  transactions  in the  private  market or 2) to  reflect
significant  progress or slippage in the  development of the company's  business
such that cost is no  longer  reflective  of fair  value.  As a venture  capital
investment fund, the Partnership's  portfolio  investments involve a high degree
of  business  and  financial  risk that can result in  substantial  losses.  The
Managing  General Partner  considers such risks in determining the fair value of
the Partnership's portfolio investments.

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.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

Investment  Transactions - Investment  transactions  are recorded on the accrual
method.  Portfolio  investments  are  recorded on the trade  date,  the date the
Partnership  obtains an  enforceable  right to demand the  securities or payment
therefor.  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.  The Partnership's net assets for financial  reporting  purposes differ
from  its  net  assets  for  tax  purposes.   Net  unrealized   appreciation  of
approximately  $2.3  million as of September  30,  1998,  which was recorded for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception to September 30, 1998,  other timing  differences
totaling $1.0 million relating to the original sales  commissions paid and other
costs of selling  the Units have been  recorded on the  Partnership's  financial
statements but have not yet been deducted for tax purposes.

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

Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.

3.       Allocation of Partnership Profits and Losses

Pursuant to the Partnership Agreement,  profits from venture capital investments
are allocated to all Partners in proportion to their capital contributions until
all  Partners  have  been  allocated  a  10%  Priority  Return  from  liquidated
investments.  Profits in excess of this amount are allocated 30% to the Managing
General  Partner  and  70%  to all  Partners  in  proportion  to  their  capital
contributions  until the Managing  General Partner has been allocated 20% of the
total profits from venture capital investments. Thereafter, profits from venture
capital investments are allocated 20% to the Managing General Partner and 80% to
all Partners in proportion to their  capital  contributions.  Profits from other
sources  are   allocated  to  all  Partners  in   proportion  to  their  capital
contributions.

Losses  are   allocated  to  all  Partners  in   proportion   to  their  capital
contributions. However, if profits had been previously allocated in the 70-30 or
80-20  ratios as discussed  above,  then losses will be allocated in the reverse
order in which profits were allocated.

4.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at an  annual  rate of 2.5%  of the  gross  capital
contributions   to  the   Partnership,   reduced  by  selling   commissions  and
organizational   and  offering   expenses  paid  by  the  Partnership,   capital
distributed and realized losses, with a minimum annual fee of $200,000. Such fee
is  determined  and  paid  quarterly.  See  Note 8 of  the  Notes  to  Financial
Statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

5.       Limitation on Operating Expenses

The Management Company has undertaken to the Partnership that it will reduce its
management  fee or otherwise  reimburse  the  Partnership  in order to limit the
annual operating  expenses of the Partnership,  exclusive of the management fee,
to an amount not to exceed $203,720.

6.       Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent   General   Partners   receives   $16,000   annually  in   quarterly
installments,  $1,000 for each meeting of the General Partners attended,  $1,000
for each committee  meeting attended ($500 if a committee meeting is held on the
same day as a meeting of the General  Partners)  and $500 for  meetings  held by
telephone conference. See Note 8 of the Notes to Financial Statements.

7.       Portfolio Investments

As of September 30, 1998, the Partnership's portfolio investments,  all of which
are located in the state of Oklahoma, were categorized as follows:

<TABLE>
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>   
Common Stock                                         $      1,762,616             $     3,690,191                64.36%
Preferred Stock                                               700,000                   1,437,500                25.07%
Debt Securities                                               592,740                     228,740                 3.99%
                                                     ----------------             ---------------               -------
                                                     $      3,055,356             $     5,356,431                93.42%
                                                     ================             ===============                ======

Industry
Publishing                                           $        364,000             $             0                 0.00%
Food Manufacturing & Distribution                             758,640                     361,055                 6.30%
Data Communications                                         1,010,000                   2,212,500                38.59%
Healthcare/Biotechnology                                      922,716                   2,782,876                48.53%
                                                     ----------------             ---------------                ------
                                                     $      3,055,356             $     5,356,431                93.42%
                                                     ================             ===============                ======
</TABLE>

* Represents fair value as a percentage of net assets.

8.       Subsequent Events

On October  28,  1998,  the  Partnership  made a cash  distribution  to Partners
totaling  $880,222.  Limited  Partners of record on September  30, 1998 received
$871,080,  or $85 per Unit, the Individual  General Partners  received $340, and
the Managing General Partner received $8,802.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

In October 1998, the Partnership  sold 30,000 common shares of UroCor,  Inc. for
$180,299. As a result, the Partnership will realize a gain of $60,703 during the
fourth  quarter  of 1998.  Also,  in October  1998,  the  Partnership  exercised
warrants to purchase 12,539 shares of UroCor, Inc. common stock for $53,918.

In connection with the extension of term of the Partnership, the Partnership and
the Management  Company  agreed to reduce the minimum  management fee payable by
the Partnership from $200,000 to $160,000 per annum. In addition, the Individual
General  Partners  determined to reduce the annual fee paid to each  Independent
General Partner from $16,000 to $12,000.  Both changes will become  effective as
of January 1, 1999. The meeting fees paid to the  Independent  General  Partners
will remain unchanged.

9.       Interim Financial Statements

In the opinion the Managing General Partner,  the unaudited financial statements
as of September  30, 1998,  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

As of September 30, 1998, the Partnership held $1,433,335 in cash and short-term
investments,  consisting of $1,194,690 in short-term  securities with maturities
of less than one year and $238,645 in an interest-bearing cash account. Interest
earned from such  investments  for the three and nine months ended September 30,
1998 was  $5,201 and  $9,316,  respectively.  Interest  earned  from  short-term
investments in future periods is subject to fluctuations in short-term  interest
rates and changes in amounts available for investment in such securities.

The accrued cash  distribution of $880,222 as of September 30, 1998, was paid in
October  1998.  Limited  Partners  of  record on  September  30,  1998  received
$871,080,  or $85 per Unit, the Individual  General Partners  received $340, and
the Managing General Partner received $8,802.

The  Partnership  has fully invested its original net proceeds and will not make
investments  in  new  portfolio  companies.   Generally,  the  Partnership  will
distribute  to Partners all  proceeds  received  from the sale of its  portfolio
investments,  after an  adequate  reserve  for  future  operating  expenses  and
follow-on  investments,  as soon as practicable  after receipt of such proceeds.
Funds needed to cover future  operating  expenses and follow-on  investments  in
existing  companies are expected to be obtained  from  existing  cash  reserves,
interest and other  investment  income  received  and proceeds  from the sale of
portfolio investments.

The Partnership's  originally scheduled  termination date was December 31, 1998.
The Managing  General Partner is working toward the ultimate  termination of the
Partnership,  with an emphasis on  liquidating  the remaining  assets as soon as
practical with the goal of maximizing  returns. In November 1998, the Individual
General  Partners voted to extend the term of the  Partnership for an additional
two-year  period.  The  Partnership  is now scheduled to terminate no later than
December 31, 2000. The Individual  General Partners have the right to extend the
term of the Partnership for an additional two-year period if they determine that
such extension is in the best interest of the Partnership.

In connection with the extension of term of the Partnership, the Partnership and
the Management  Company  agreed to reduce the minimum  management fee payable by
the Partnership from $200,000 to $160,000 per annum. In addition, the Individual
General  Partners  determined to reduce the annual fee paid to each  Independent
General Partner from $16,000 to $12,000.  Both changes will become  effective as
of January 1, 1999. The meeting fees paid to the  Independent  General  Partners
will remain unchanged.

Results of Operations

For the three and nine months ended  September 30, 1998, the  Partnership  had a
net realized  gain from  operations  of $717,864  and a net  realized  loss from
operations  of  $262,654,  respectively.  For the  three and nine  months  ended
September 30, 1997, the  Partnership  had a net realized loss from operations of
$57,203 and a net realized gain from operations of $701,154,  respectively.  Net
realized  gain or loss from  operations is comprised of (1) net realized gain or
loss from portfolio  investments and (2) net investment income or loss (interest
and dividend income less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended  September  30,  1998,  the  Partnership  had an  $811,464  realized  gain
resulting from the sale of its investment in Independent  Gas Company  Holdings,
Inc. In September  1998, the  investment  was sold back to  Independent  Gas for
$1,278,800 in connection with a recapitalization of the company.

For the nine months ended  September 30, 1998, the Partnership had a $33,104 net
realized loss from the  liquidation of certain  portfolio  investments.  The net
realized  loss for the nine month period  consisted of a $252,292  realized loss
from the sale of the Partnership's remaining 118,000 common shares of Envirogen,
Inc., and a $649,684 realized loss from the sale of the Partnership's  remaining
investment in Excel Energy  Technologies,  Inc.  These losses were offset by the
$811,464  realized gain from the sale of Independent  Gas, as discussed above, a
realized  gain  of  $2,500  from  the  sale  of  the  Partnership's   previously
written-off  interest  in QuanTEM  Laboratories  L.L.C.  and a realized  gain of
$54,908  resulting from a payment  received in March 1998 in connection with the
February 1995 sale of the Partnership's investment in Bace Manufacturing, Inc.

The Partnership  had no realized gains or losses from portfolio  investments for
the three months ended  September 30, 1997. For the nine months ended  September
30, 1997, the Partnership had a net realized gain from portfolio  investments of
$884,626, comprised of a realized gain of $1,584,101 from the sale of its entire
position of 275,317 common shares of C.R.  Anthony  Company,  a realized gain of
$21,825 from the receipt of the final escrow release in connection with the 1996
acquisition  of Enerpro  International,  Inc. by Energy  Ventures,  Inc.  and an
offsetting  loss  of  $721,300  from  the  sale of the  Partnership's  remaining
investment in Diagnetics, Inc.

Investment  Income and Expenses - For the three months ended  September 30, 1998
and 1997,  the  Partnership  had a net  investment  loss of $93,600 and $57,203,
respectively.  The $36,397  increase in net investment  loss for the 1998 period
compared to the 1997 period resulted from a $7,712 decrease in investment income
and a $28,685 increase in operating expenses.  The decrease in investment income
included a $19,216 decline in interest from short-term investments primarily due
to a decrease in funds  available  for such  investments  during the 1998 period
compared to the same period in 1997.  This decrease was  partially  offset by an
$11,504 net  increase in other  interest  income,  including  interest and other
income from  portfolio  investments.  The net  increase in interest  income from
portfolio investments and other interest income primarily was due to an increase
in income producing  securities held by the Partnership  during the 1998 period.
The increase in operating expenses resulted primarily from a $20,781 increase in
professional  fees which was primarily due to legal  expenses in the 1998 period
related  to  the  Partnership's  investment  in  Americo  Publishing,  Inc.  and
favorable accrual adjustments made during the 1997 period.

For the nine months ended September 30, 1998 and 1997, the Partnership had a net
investment loss of $229,550 and $183,472,  respectively. The $46,078 increase in
net  investment  loss for the 1998 period  compared to the 1997 period  resulted
from a $9,312 decrease in investment  income and a $36,766 increase in operating
expenses.  The  decrease  in  investment  income  included a $34,660  decline in
interest  from  short-term  investments  primarily  due to a  decrease  in funds
available  for such  investments  during the 1998  period  compared  to the same
period in 1997. This decrease was partially  offset by a $25,348 net increase in
other  interest  income,  including  interest  and other  income from  portfolio
investments, primarily due to an increase in income producing securities held by
the  Partnership  during the 1998 period.  The  increase in  operating  expenses
resulted  primarily  from a $31,063  increase  in  professional  fees  which was
primarily due to an increase in legal expenses as discussed above.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
a minimum fee of $200,000  annually.  Such fee is determined and paid quarterly.
The  management  fee for the nine months ended  September  30, 1998 and 1997 was
$150,000 for each period.  To the extent possible,  the management fee and other
expenses  incurred directly by the Partnership are paid with funds provided from
operations, including proceeds from the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  of
Investments - For the nine months ended  September 30, 1998, the Partnership had
a $1,573,509  reduction to net  unrealized  appreciation  resulting from the net
downward revaluation of certain portfolio  investments.  Additionally,  $850,016
was transferred from unrealized loss to realized loss resulting from the sale of
Envirogen  and  Excel  Energy,  as  discussed  above.  The  $1,573,509  downward
revaluation  partially  offset by the $850,016  transfer from unrealized loss to
realized  loss  resulted  in  a  $723,493  decrease  to  the  Partnership's  net
unrealized appreciation of investments for the nine month period ended September
30, 1998.

For the nine months ended  September 30, 1997, the  Partnership had a $1,259,566
reduction  to net  unrealized  appreciation  resulting  from  the  net  downward
revaluation of certain portfolio investments.  Additionally,  a net $275,767 was
transferred  from  unrealized  gain to realized gain  resulting from the sale of
C.R.  Anthony and  Diagnetics,  as  discussed  above.  The  $1,259,566  downward
revaluation combined with the $275,767 transfer from unrealized gain to realized
gain,  resulted in a $1,535,333  decrease to the  Partnership's  net  unrealized
appreciation of investments for the nine month period ended September 30, 1997.

Net Assets - Changes to net assets  resulting  from  operations are comprised of
(1) net realized gains and losses and (2) changes to net unrealized appreciation
or depreciation of portfolio investments.

For the nine months ended September 30, 1998, the Partnership had a net decrease
in net assets from  operations  of $986,147  comprised of the $262,654  realized
loss from operations and the $723,493 decrease in unrealized appreciation. As of
September 30, 1998, the Partnership's net assets were $5,733,652,  a decrease of
$1,866,369 from $7,600,021 as of December 31, 1997. This decrease  resulted from
the $880,222 accrued cash  distribution to Partners and the $986,147 decrease in
net assets from operations for the nine months ended September 30, 1998. For the
nine months ended  September 30, 1997, the Partnership had a net decrease in net
assets from operations of $834,179  comprised of the $701,154 realized gain from
operations offset by the $1,535,333 decrease in unrealized  appreciation.  As of
September 30, 1997, the Partnership's net assets were $8,072,591,  a decrease of
$2,646,602 from $10,719,193 as of December 31, 1996. This decrease resulted from
$1,812,423  of cash  distributions  accrued or paid to Partners and the $834,179
net decrease in net assets from  operations for the nine months ended  September
30, 1997.

Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership  Agreement (see Note 3 of Notes
to Financial  Statements).  However,  for purposes of calculating  the net asset
value per unit of limited partnership interest,  net unrealized  appreciation or
depreciation  of  investments  has been included as if the net  appreciation  or
depreciation  had  been  realized  and  allocated  to the  Limited  Partners  in
accordance with the Partnership Agreement. Pursuant to such calculation, the net
asset value per $1,000 Unit as of  September  30, 1998 and December 31, 1997 was
$554 and $734, respectively.


<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.

No matter was submitted to a vote of security  holders during the period covered
by this report.

Item 5.       Other Information.

None.



<PAGE>


Item 6.       Exhibits and Reports on Form 8-K.

              (a)              Exhibits

                  (3)    (a)   Amended and Restated  Certificate of Limited  
                         Partnership of the Partnership  dated as of November
                               29, 1988.*

                         (b)   Amended  and   Restated   Agreement   of  Limited
                               Partnership  of  the  Partnership   dated  as  of
                               November 29, 1988.*

                         (c)   Amended  and   Restated   Agreement   of  Limited
                               Partnership of the Partnership dated as of August
                               14, 1989.**

                  (10)         Management  Agreement  dated as of November 29, 
                              1988 between the  Partnership  and the  Management
                               Company.*

                  (27)         Financial Data Schedule.

                  (28)         (a) Prospectus of the Partnership  dated December
                               1, 1988 filed with the  Securities  and  Exchange
                               Commission  pursuant  to Rule 497 (b)  under  the
                               Securities  Act of  1933,  as  supplemented  by a
                               supplement dated April 25, 1989 filed pursuant to
                               Rule 497 (d) under the Securities Act of 1933.***

              (b)   The Registrant filed with the Commission a current report on
                    Form 8-K dated  September  15,  1998.  This  current  report
                    contained   details   with   respect  to  the  sale  of  the
                    Partnership's   investment   in   Independent   Gas  Company
                    Holdings,  Inc. and the Partnership's cash distribution paid
                    to Partners on October 28, 1998.
------------------------------

*        Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1988  filed  with the
         Securities and Exchange Commission on April 3, 1989.

**       Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1989 filed with the Securities
         and Exchange Commission on November 14, 1989.

***      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended June 30, 1989 filed with the  Securities and
         Exchange Commission on May 15, 1989.



<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 OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP


By:           MLOK Co., Limited Partnership
              its Managing General Partner


By:           Merrill Lynch Venture Capital 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, 1998




<PAGE>