SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended March 31, 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 March 31, 1997 (Unaudited) and December 31, 1996

Schedule of Portfolio Investments as of March 31, 1997 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
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>

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

Portfolio investments at fair value (cost $5,300,369 as of
<S>        <C> <C>      <C>                       <C> <C>                             <C>                      <C>             
     March 31, 1997 and $5,477,160 as of December 31, 1996)                           $     9,459,763          $     10,496,844
Short-term investments at amortized cost                                                      497,403                   498,737
Cash and cash equivalents                                                                     505,905                   380,685
Receivable from securities sold                                                                50,528                    50,528
                                                                                      ---------------          ----------------

TOTAL ASSETS                                                                          $    10,513,599          $     11,426,794
                                                                                      ===============          ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                             $             -          $        517,576
Accounts payable                                                                               91,367                    84,160
Due to Management Company                                                                     140,365                    90,365
Due to Independent General Partners                                                            15,000                    15,500
                                                                                      ---------------          ----------------
   Total liabilities                                                                          246,732                   707,601
                                                                                      ---------------          ----------------

Partners' Capital:
Managing General Partner                                                                       61,266                    57,186
Individual General Partners                                                                     2,371                     2,213
Limited Partners (10,248 Units)                                                             6,043,836                 5,640,110
Unallocated net unrealized appreciation of investments                                      4,159,394                 5,019,684
                                                                                      ---------------          ----------------
   Total partners' capital                                                                 10,266,867                10,719,193
                                                                                      ---------------          ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $    10,513,599          $     11,426,794
                                                                                      ===============          ================
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1997
<TABLE>

                                                                     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
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company(A)(C)
185,317 shares of Common Stock                                           Oct. 1992                 423,400            1,266,568
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
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
-------------------------------------------------------------------------------------------------------------------------------
Diagnetics, Inc.*(B)
314,807 shares of Preferred Stock                                        April 1991                756,115                    0
44,227 shares of Common Stock                                                                       57,495                    0
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)
118,000 shares of Common Stock                                           Sept. 1991                413,000              302,434
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907              166,602
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            1,091,865
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            4,134,489
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               50,469
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(B)
1,218,315 shares of Common Stock                                         July 1994                   1,411              480,000
-------------------------------------------------------------------------------------------------------------------------------

Totals                                                                                      $    5,300,369      $     9,459,763
                                                                                            ===================================
</TABLE>


 (A) Public company

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

(C)  During the quarter, the Partnership sold 90,000 shares of C.R. Anthony 
     Company for $649,910, realizing a gain of $473,119.

* 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)
For the Three Months Ended March 31,

<TABLE>

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

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                            <C>                <C>          
   Interest from short-term investments                                                        $      13,289      $       6,057
   Interest and other income from portfolio investments                                                    -              8,153
                                                                                               -------------      -------------
   Totals                                                                                             13,289             14,210
                                                                                               -------------      -------------

   Expenses:
   Management fee                                                                                     50,000             50,000
   Professional fees                                                                                   8,050             20,074
   Independent General Partners' fees                                                                 15,228             15,453
   Mailing and printing                                                                                3,629              4,820
   Custodial fees                                                                                      1,457              1,525
   Miscellaneous                                                                                         250                394
                                                                                               -------------      -------------
   Totals                                                                                             78,614             92,266
                                                                                               -------------      -------------

NET INVESTMENT LOSS                                                                                  (65,325)           (78,056)

Net realized gain from portfolio investments                                                         473,289                  -
                                                                                               -------------      -------------

NET REALIZED GAIN (LOSS) FROM OPERATIONS
   (allocable to Partners)                                                                           407,964            (78,056)

Net change in unrealized appreciation of investments                                                (860,290)           169,337
                                                                                               -------------      -------------

NET (DECREASE) INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                             $    (452,326)     $      91,281
                                                                                               =============      =============
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,


<TABLE>
                                                                                                   1997               1996
                                                                                               -------------      --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                            <C>                <C>           
Net investment loss                                                                            $     (65,325)     $     (78,056)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Decrease in payables, net                                                                           (460,869)            (8,277)
Decrease in accrued interest on short-term investments                                                 3,348                396
Increase in receivables                                                                                    -             (7,068)
                                                                                               -------------      -------------
Cash used for operating activities                                                                  (522,846)           (93,005)
                                                                                               -------------      -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Net (purchase) return of short-term investments                                                       (2,014)           248,931
Proceeds from the sale of portfolio investments                                                      650,080                100
                                                                                               -------------      -------------
Cash provided from investing activities                                                              648,066            249,031
                                                                                               -------------      -------------

Increase in cash and cash equivalents                                                                125,220            156,026
Cash and cash equivalents at beginning of period                                                     380,685            261,310
                                                                                               -------------      -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $     505,905      $     417,336
                                                                                               =============      =============
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 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

Net investment loss                           (653)            (25)           (64,647)                  -              (65,325)

Net realized gain                            4,733             183            468,373                   -              473,289

Net change in unrealized
appreciation of investments                      -               -                  -            (860,290)            (860,290)
                                        ----------        --------      -------------       -------------      ---------------

Balance at end of period                $   61,266        $  2,371      $   6,043,836(A)    $   4,159,394      $    10,266,867
                                        ==========        ========      =============       =============      ===============
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $991.
     Cumulative cash  distributions  paid to Limited  Partners  totaled $300 per
     Unit as of March 31, 1997.


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 $4.2
million  as of March  31,  1997,  which was  recorded  for  financial  statement
purposes, has not been recognized for tax purposes. Additionally, from inception
to March 31, 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 March 31, 1997, the Partnership's investments were categorized as follows:
<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      2,294,852             $     7,679,161                75%
Preferred Stock                                             2,641,517                   1,780,602                17%
Debt Securities                                               364,000                           0                 0%
                                                     ----------------             ---------------            -------
                                                     $      5,300,369             $     9,459,763                92%
                                                     ================             ===============            =======

Country/Geographic Region
Oklahoma                                             $      3,632,633             $     7,423,425                72%
Non-Oklahoma                                                1,667,736                   2,036,338                20%
                                                     ----------------             ---------------            -------
                                                     $      5,300,369             $     9,459,763                92%
                                                     ================             ===============            =======

Industry
Publishing                                           $        364,000             $             0                 0%
Retail - Apparel                                              423,400                   1,266,568                12%
Food Manufacturing & Distribution                             529,900                   1,091,865                11%
Energy/Natural Gas                                          1,133,743                     633,938                 6%
Data Communications                                           700,000                   1,500,000                15%
Environmental Technology                                      413,000                     302,434                 3%
Healthcare/Biotechnology                                      922,716                   4,664,958                45%
Measurement Instrumentation                                   813,610                           0                 0%
                                                     ----------------             ---------------            -------
                                                     $      5,300,369             $     9,459,763                92%
                                                     ================             ===============            =======
</TABLE>

* Percentage of net assets is based on fair value.

8.     Subsequent Event Cash Distribution

On May 6, 1997, the General  Partners  approved a cash  distribution to Partners
totaling  $517,978.  The cash  distribution  will be paid in July 1997.  Limited
Partners of record on June 30, 1997 will receive $512,400,  or $50 per Unit, and
the General Partners will receive $5,578. ML OKLAHOMA VENTURE PARTNERS,  LIMITED
PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (UNAUDITED), continued


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 March 31, 1997, and
for the three month period then ended, reflect all adjustments necessary for the
fair presentation of the results of the interim period.



<PAGE>


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

Liquidity and Capital Resources

During the quarter ended March 31, 1997, the  Partnership  received net proceeds
of $650,000 from the sale of 90,000 shares of CR Anthony  Company  common stock.
The  Partnership  made no  additional  follow-on  investments  in its  remaining
portfolio companies during the period.

As of March 31, 1997, the  Partnership  held $497,000 in short-term  investments
with maturities of less than one year and $506,000 in an  interest-bearing  cash
account.  Interest  earned on such  investments for the three months ended March
31,1997 was  $13,000.  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  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, as soon as
practicable  after  receipt  of  such  proceeds.   Funds  needed  to  cover  the
Partnership's  future operating  expenses and follow-on  investments in existing
companies is expected to be obtained from existing cash  reserves,  interest and
other investment income and proceeds from the sale of portfolio investments.

In May 1997,  the  General  Partners  approved a cash  distribution  to Partners
totaling  $517,978;  $512,400 or $50 per Unit to Limited  Partners and $5,578 to
the  General  Partners.  The  distribution  will be paid in July 1997 to Limited
Partners of record on June 30, 1997.  Cumulative cash  distributions,  including
the distribution to be paid in July 1997, total  $3,624,443;  $3,586,800 or $350
per Unit to Limited Partners and $37,643 to the General Partners.

Results of Operations

For the three months ended March 31, 1997 and 1996,  the  Partnership  had a net
realized  gain  from  operations  of  $408,000  and a  net  realized  loss  from
operations of $78,000,  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 March 31,  1997,  the  Partnership  had a net  realized  gain of $473,000,
resulting from the sale of 90,000 common shares of CR Anthony.  The  Partnership
had no realized  gains or losses from its  portfolio  investments  for the three
months ended March 31, 1996.

Investment  Income and  Expenses - For the three months ended March 31, 1997 and
1996,  the  Partnership  had a net  investment  loss  of  $65,000  and  $78,000,
respectively.  The decrease in net investment  loss for the 1997 period compared
to the 1996  period,  primarily  was due to a $12,000  decrease in  professional
fees. The $8,000 decline in interest and other income from portfolio investments
primarily was due to the reduction of accrued  interest on promissory  notes due
from Americo  Publishing,  Inc.,  which were fully  reserved  for in 1996.  This
$8,000  decline  was  mainly  offset  by a  $7,000  increase  in  interest  from
short-term  investments,  which  primarily  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  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  March  31,  1997 and 1996 was
$50,000 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.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the three months ended March 31, 1997, the  Partnership  had a
$614,000 net unrealized loss from its portfolio investments, primarily resulting
from the net downward revaluation of certain portfolio  investments.  Unrealized
appreciation  also declined by $246,000 due to the transfer from unrealized gain
to realized  gain  resulting  from the sale of 90,000  shares of CR Anthony,  as
discussed  above.  As a  result,  net  unrealized  appreciation  of  investments
decreased by $860,000 for the three month period ended March 31, 1997.

For the three months ended March 31, 1996,  the  Partnership  had a $169,000 net
unrealized  gain  resulting  from an upward  revaluation  of  certain  portfolio
investments.  As a result, net unrealized  appreciation of investments increased
by $169,000 for the three month period.

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.

As of March 31,  1997,  the  Partnership's  net  assets  were $10.3  million,  a
decrease of $452,000  from $10.7  million as of December 31, 1996.  The $452,000
decrease was comprised of the $860,000  decrease in net unrealized  appreciation
of investments  exceeding the $408,000 net realized gain from operations for the
quarter ended March 31, 1997.

For the three  months ended March 31, 1996,  the  Partnership's  net assets were
$9.3 million,  an increase of $91,000 from $9.2 million as of December 31, 1995.
The $91,000  increase  was  comprised  of the  $169,000  increase in  unrealized
appreciation  of  investments  exceeding  the  $78,000  net  realized  loss from
operations for the quarter ended March 31, 1996.

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 March 31, 1997 and  December 31, 1996 was $991
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 quarter covered
by this report.

Item 5.       Other Information.

None.



<PAGE>


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

              (a)              Exhibits
<TABLE>

<S>               <C>                                                                                                            
                  (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.
</TABLE>
------------------------------

*        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:         May 14, 1997