SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended September 30, 1997

Or

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

For the transition period from                   to
                             Commission file number 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)

Meridian Tower, Suite 1060
5100 East Skelly Drive
Tulsa, Oklahoma                                                           74135
=============================================================================
(Address of principal executive offices)                             (Zip Code)

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

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 OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1997 (Unaudited) and December 31, 1996

Schedule of Portfolio Investments as of September 30, 1997 (Unaudited)

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

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

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

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

Item 4.       Submission of Matters to a Vote of Security Holders.

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>

                                                                                        September 30,
                                                                                            1997                 December 31,
                                                                                         (Unaudited)                 1996
ASSETS

Portfolio investments at fair value (cost $4,063,359 as of
<S>            <C> <C>      <C>                       <C> <C>                         <C>                      <C>             
     September 30, 1997 and $5,477,160 as of December 31, 1996)                       $     7,547,710          $     10,496,844
Short-term investments at amortized cost                                                    1,496,562                   498,737
Cash and cash equivalents                                                                     464,684                   380,685
Receivable from securities sold                                                                     -                    50,528
                                                                                      ---------------          ----------------

TOTAL ASSETS                                                                          $     9,508,956          $     11,426,794
                                                                                      ===============          ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                             $     1,294,445          $        517,576
Accounts payable                                                                               43,129                    84,160
Due to Management Company                                                                      83,791                    90,365
Due to Independent General Partners                                                            15,000                    15,500
                                                                                      ---------------          ----------------
   Total liabilities                                                                        1,436,365                   707,601
                                                                                      ---------------          ----------------

Partners' Capital:
Managing General Partner                                                                       45,882                    57,186
Individual General Partners                                                                     1,776                     2,213
Limited Partners (10,248 Units)                                                             4,540,582                 5,640,110
Unallocated net unrealized appreciation of investments                                      3,484,351                 5,019,684
                                                                                      ---------------          ----------------
   Total partners' capital                                                                  8,072,591                10,719,193
                                                                                      ---------------          ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $     9,508,956          $     11,426,794
                                                                                      ===============          ================
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
September 30, 1997

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Americo Publishing, Inc.
<C>                                                                           <C>           <C>                 <C>            
8%-10% Demand Promissory Notes                                           Feb. 1994          $      364,000      $             0
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)(C)
762,500 shares of Preferred Stock                                        April 1993                700,000            1,150,000
Warrant to purchase 875,000 shares of Common Stock
   at $.40 per share, expiring 10/6/97                                                                   0              350,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
118,000 shares of Common Stock                                           Sept. 1991                413,000              383,500
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907               66,391
17 shares of Common Stock                                                                            2,500                    0
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.
464 shares of Preferred Stock                                            June 1993                 464,000              464,000
5,192 shares of Common Stock                                                                         3,336                3,336
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)
705,681 shares of Common Stock                                           June 1992                 529,900              694,655
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
496,635 shares of Common Stock                                           May 1991                  921,305            3,911,001
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               44,827
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(B) (D)
304,579 shares of Common Stock                                           July 1994                   1,411              480,000
-------------------------------------------------------------------------------------------------------------------------------

Total from Active Portfolio Investments                                                     $    4,063,359      $     7,547,710
                                                                                            ===================================
</TABLE>








Supplemental Information: Liquidated Portfolio Investments(E)
<TABLE>

                                                                            Cost            Realized Gain            Return

<S>                                                                   <C>                   <C>                <C>             
Totals from Liquidated Portfolio Investments                          $     5,205,777       $    1,018,051     $      6,223,828
                                                                      =========================================================

                                                                                            Combined Net               Combined
                                                                                           Unrealized and            Fair Value
                                                                            Cost            Realized Gain            and Return

Totals from Active & Liquidated Portfolio Investments                 $     9,269,136       $    4,502,402     $     13,771,538
                                                                      =========================================================
</TABLE>

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED), continued
September 30, 1997


(A)  Public company

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

(C)  On October 6, 1997,  the  Partnership  exercised  its  warrant to  purchase
     875,000 shares of Data Critical Corp.  common stock at $.40 per share for a
     total investment of $350,000.

(D)  ZymeTx,  Inc.  effected a 4 for 1 reverse split of its outstanding stock on
     July 31, 1997. As a result,  the  Partnership's  1,218,315 shares of common
     stock were exchanged for 304,579  shares.  Additionally,  subsequent to the
     end of the quarter,  on October 29, 1997, the company completed its initial
     public  offering at $8.00 per share,  which  compares to the  September 30,
     1997 fair value of $1.58 per share.

(E)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through September 30, 1997.




* 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,

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

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                               <C>             <C>            <C>            <C>            
   Interest from short-term investments                           $       20,985  $     11,737   $      53,496  $        24,594
   Interest and other income from portfolio investments                        -             -               -            8,782
                                                                  --------------  ------------   -------------  ---------------
   Totals                                                                 20,985        11,737          53,496           33,376
                                                                  --------------  ------------   -------------  ---------------

   Expenses:
   Management fee                                                         50,000        50,000         150,000          150,000
   Professional fees                                                      12,339        15,350          29,538           60,848
   Independent General Partners' fees                                     15,329        14,569          45,947           44,385
   Mailing and printing                                                    1,651         1,790          10,864           13,504
   Custodial fees                                                         (3,245)        1,470          (1,788)           4,335
   Miscellaneous                                                           2,114             -           2,407              408
                                                                  --------------  ------------   -------------  ---------------
   Totals                                                                 78,188        83,179         236,968          273,480
                                                                  --------------  ------------   -------------  ---------------

NET INVESTMENT LOSS                                                      (57,203)      (71,442)       (183,472)        (240,104)

Net realized gain from portfolio investments                                   -         3,949         884,626          370,161
                                                                  --------------  ------------   -------------  ---------------

NET REALIZED (LOSS) GAIN FROM
   OPERATIONS (allocable to Partners)                                    (57,203)      (67,493)        701,154          130,057

Net change in unrealized appreciation of investments                    (216,456)      547,989      (1,535,333)       2,809,103
                                                                  --------------  ------------   -------------  ---------------

NET (DECREASE) INCREASE IN NET
   ASSETS RESULTING FROM OPERATIONS                               $     (273,659) $    480,496   $    (834,179) $     2,939,160
                                                                  ==============  ============   =============  ===============
</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>

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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                 <C>           
Net investment loss                                                                           $     (183,472)     $    (240,104)
Adjustments to reconcile net investment loss to cash used for
   operating activities:

Increase (decrease) in operating payables, net                                                       (48,105)            22,684
Increase in accrued interest on short-term investments                                                (8,703)              (719)
Increase in receivables                                                                                    -             (7,585)
                                                                                              --------------      -------------
Cash used for operating activities                                                                  (240,280)          (225,724)
                                                                                              --------------      -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Cost of portfolio investments purchased                                                                    -            (50,000)
Proceeds from the sale of portfolio investments                                                    2,348,955            781,733
Net purchase of short-term investments                                                              (989,122)          (497,948)
                                                                                              --------------      -------------
Cash provided from investing activities                                                            1,359,833            233,785
                                                                                              --------------      -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Increase in cash and cash equivalents                                                                 83,999              8,061
Cash and cash equivalents at beginning of period                                                     380,685            261,310
                                                                                              --------------      -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      464,684      $     269,371
                                                                                              ==============      =============
</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, 1997


<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          $   57,186        $  2,213      $   5,640,110       $   5,019,684      $    10,719,193

Cash distribution, paid 7/1/97              (5,370)           (208)          (512,400)                  -             (517,978)

Cash distribution, accrued                 (12,945)           (500)        (1,281,000)                  -           (1,294,445)

Net investment loss                         (1,835)            (71)          (181,566)                  -             (183,472)

Net realized gain                            8,846             342            875,438                   -              884,626

Net change in unrealized
appreciation of investments                      -               -                  -          (1,535,333)          (1,535,333)
                                        ----------        --------      -------------       -------------      ---------------

Balance at end of period                $   45,882        $  1,776      $   4,540,582(A)    $   3,484,351      $     8,072,591
                                        ==========        ========      =============       =============      ===============

</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments,  was $780
     as of September 30, 1997.  Cumulative cash distributions paid or accrued to
     Limited Partners as of September 30, 1997, totaled $475 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  Partnership  will
terminate on December 31, 1998,  subject to the right of the Individual  General
Partners to extend the term for up to two additional two-year periods.

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.

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.


<PAGE>


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


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  $3.5  million as of September  30,  1997,  which was recorded for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception to September 30, 1997,  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.

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.

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 equal to $203,720.



<PAGE>


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


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.

7.     Portfolio Investments

As  of  September  30,  1997,  the  Partnership's   portfolio  investments  were
categorized as follows:
<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      1,871,452             $     5,867,319                72%
Preferred Stock                                             1,827,907                   1,680,391                21%
Debt Securities                                               364,000                           0                 0%
                                                     ----------------             ---------------            -------
                                                     $      4,063,359             $     7,547,710                93%
                                                     ================             ===============            =======

Country/Geographic Region
Oklahoma                                             $      2,819,023             $     6,696,874                83%
Non-Oklahoma                                                1,244,336                     850,836                10%
                                                     ----------------             ---------------            -------
                                                     $      4,063,359             $     7,547,710                93%
                                                     ================             ===============            =======

Industry
Publishing                                           $        364,000             $             0                 0%
Food Manufacturing & Distribution                             529,900                     694,655                 8%
Energy/Natural Gas                                          1,133,743                     533,727                 7%
Data Communications                                           700,000                   1,500,000                18%
Environmental Technology                                      413,000                     383,500                 5%
Healthcare/Biotechnology                                      922,716                   4,435,828                55%
                                                     ----------------             ---------------            -------
                                                     $      4,063,359             $     7,547,710                93%
                                                     ================             ===============            =======
</TABLE>

* Represents fair value as a percentage of net assets.

8.     Subsequent Event - Cash Distribution

On October  22,  1997,  the  Partnership  made a cash  distribution  to Partners
totaling  $1,294,445.  Limited Partners of record on September 30, 1997 received
$1,281,000, or $125 per Unit, and the General Partners received $13,445.

9.       Interim Financial Statements

In the opinion of MLOK Co., Limited Partnership, the managing general partner of
the Partnership,  the unaudited  financial  statements as of September 30, 1997,
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, 1997, the Partnership held $1,961,200 in cash and short-term
investments comprised of $1,496,500 in short-term investments with maturities of
less than one year and $464,700 in an  interest-bearing  cash  account.  For the
three and nine months ended September 30, 1997, the Partnership  earned interest
income  from  such  investments  totaling  $21,000  and  $53,500,  respectively.
Interest  earned  from  such   investments  in  future  periods  is  subject  to
fluctuations in short-term  interest rates and amounts  available for investment
in short-term securities.

The  Partnership's  cash balance at  September  30, 1997 has been reduced by the
$1,294,445 cash distribution paid to Partners in October 1997.  Limited partners
of record on September 30, 1997 received  $1,281,000,  or $125 per Unit, and the
General Partners received $13,445.

The Partnership will not purchase any new portfolio investments, however, it may
make  additional  follow-on  investments  in existing  portfolio  companies.  In
general,  after an adequate reserve for future operating  expenses and follow-on
investments in existing companies is determined, the Partnership will distribute
to Partners  the  remaining  proceeds  received  from the sale of its  portfolio
investments as soon as practicable  after receipt.  Funds needed to cover future
operating  expenses and  follow-on  investments  is expected to be obtained from
existing  cash  reserves,  interest  and other  investment  income  received and
proceeds from the sale of portfolio investments.

Results of Operations

For the three and nine months ended  September 30, 1997, the  Partnership  had a
net  realized  loss from  operations  of $57,200  and a net  realized  gain from
operations  of  $701,200,  respectively.  For the  three and nine  months  ended
September 30, 1996, the  Partnership  had a net realized loss from operations of
$67,500 and a net realized gain from operations of $130,100,  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 other income less operating expenses).

Realized Gains and Losses from Portfolio  Investments - The  Partnership  had no
gains or losses from portfolio  investments for the three months ended September
30, 1997, however, for the nine months ended September 30, 1997, the Partnership
had a realized gain from portfolio investments of $884,600. During the first six
months of 1997,  the  Partnership  sold its entire  position  of 275,317  common
shares of C.R. Anthony Company in the public market for $2,184,300,  realizing a
gain of  $1,584,100.  In June  1997,  the  Partnership  sold its  investment  in
Diagnetics, Inc. for $92,300, realizing a loss of $721,300. Additionally, during
the  period,  the  Partnership  realized a gain of $21,700  from the  receipt of
$72,200,  representing  the final  escrow  release in  connection  with the 1996
acquisition of Enerpro International,  Inc. by Energy Ventures, Inc. ("EVI"), as
discussed below.

For the three and nine months ended  September 30, 1996, the  Partnership  had a
realized gain from portfolio  investments of $3,900 and $370,200,  respectively.
In September 1996, the Partnership sold 32,000 shares of Envirogen,  Inc. in the
public market for  $115,900,  realizing a gain of $3,900.  In May 1996,  Enerpro
International,  Inc.  merged  with  EVI.  In  connection  with the  merger,  the
Partnership received 24,500 shares of EVI common stock for its Enerpro holdings.
The Partnership  sold such shares in the public market in May 1996 for $737,900.
Additionally,  pursuant to the merger  agreement,  $72,200 of such proceeds were
held in escrow and released in May 1997,  as discussed  above.  The  Partnership
recorded a reserve of $21,700  relating to such  contingencies  and recognized a
$366,200  realized  gain in  connection  with the merger during the three months
ended June 30, 1996. As discussed  above, the full proceeds were released to the
Partnership  in May 1997  and  resulted  in the  recognition  of and  additional
realized gain of $21,700 in 1997.

Investment  Income and Expenses - For the three months ended  September 30, 1997
and 1996,  the  Partnership  had a net  investment  loss of $57,200 and $71,400,
respectively.  The decrease in net investment  loss for the 1997 period compared
to the 1996 period  primarily  resulted from a $9,200  increase in interest from
short-term investments and a $5,000 decrease in operating expenses. The increase
in  interest  from  short-term  investments  resulted  from an increase in funds
available  for  investments  in  short-term  securities  during the 1997  period
compared  to the same  period in 1996.  The  increase  in  amounts  invested  in
short-term  securities  during the 1997 period  resulted from proceeds  received
from portfolio sales during the 1997 period.  Generally,  proceeds from the sale
of portfolio  investments are invested in short-term securities until such funds
are  distributed  to Partners or used for  follow-on  investments  or  operating
expenses. The decrease in operating expenses for the 1997 period compared to the
1996 period primarily resulted from reduced  professional  fees.  Custodial fees
also  declined  primarily  due to the reversal of excess  accruals made in prior
periods.

For the nine months ended September 30, 1997 and 1996, the Partnership had a net
investment  loss of $183,500  and  $240,100,  respectively.  The decrease in net
investment  loss resulted from a $20,100  increase in investment  income,  and a
$36,500  decline in operating  expenses for the 1997 period compared to the same
period in 1996. The increase in investment income included a $28,900 increase in
interest earned from short-term  investments resulting from an increase in funds
available for investment in such  securities  during the 1997 period.  Partially
offsetting  this  increase  was an $8,800  decrease in interest and other income
from portfolio investments primarily resulting from a reduced amount of interest
income  accrued on demand notes due from Americo  Publishing,  Inc.,  which were
fully reserved for in September  1996.  The reduction in operating  expenses was
primarily due to a decrease in professional fees for the 1997 period. The larger
professional fee expenses in 1996 includes certain adjustments for audit and tax
accruals relating to outside accounting fees.

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 three months ended  September 30, 1997 and 1996 was
$50,000  for  each  period  and the  management  fee for the nine  months  ended
September 30, 1997 and 1996 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.  Funds  needed  to  cover  future
operations  will be obtained  from the  Partnership's  existing  cash  reserves,
interest and other  investment  income  received  and proceeds  from the sale of
portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - During the nine months ended  September 30, 1997, the  Partnership
recorded a  $1,259,500  net  unrealized  loss,  resulting  from the net downward
revaluation  of  certain  portfolio  investments.   Additionally,  $275,800  was
transferred  from  unrealized gain to realized gain relating to the sale of C.R.
Anthony  and  Diagnetics,  as  discussed  above.  As a  result,  net  unrealized
appreciation of investments decreased $1,535,300 for the nine month period.

During the nine months ended  September  30, 1996,  the  Partnership  recorded a
$3,003,100 net unrealized gain from its portfolio investments,  primarily due to
an upward  revaluation  of its  investment in UroCor,  Inc.,  resulting from the
company's  initial  public  offering,  completed  in May  1996.  Offsetting  the
unrealized gain for the period was the transfer of $194,000 from unrealized gain
to  realized  gain  resulting  from the sale of the  Partnership's  Enerpro  and
Envirogen   securities,   as  discussed  above.  As  a  result,  net  unrealized
appreciation of investments increased $2,809,100 for the nine month period.

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

The  Partnership  had an $834,200 net decrease in net assets from operations for
the nine months ended September 30, 1997, comprised of the $701,100 net realized
gain from  operations  which was more than offset by the $1,535,300  decrease in
net  unrealized  appreciation  of investments  for the nine month period.  As of
September 30, 1997, the Partnership's net assets were $8,072,600, representing a
decrease of $2,646,600  from  $10,719,200  at December 31, 1996.  The $2,646,600
decrease  is the  result  of the  $834,200  net  decrease  in  net  assets  from
operations and the $1,812,400 cash distributions paid or accrued during the nine
month period.

For the nine months ended  September 30, 1996, the  Partnership had a $2,939,200
net increase in net assets resulting from operations,  comprised of the $130,100
net realized gain from operations and the $2,809,100  increase in net unrealized
appreciation  of  investments  for the  nine  month  period.  As a  result,  the
Partnership's  net assets  increased to  $12,132,700  at September 30, 1996 from
$9,193,500 on December 31, 1995.

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 at September 30, 1997 and December 31, 1996 was $780
and $1,035, 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)             No reports on Form 8-K have been filed during the
                              quarter for which this report is filed.
------------------------------

*        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 14, 1997