SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended March 31, 1999

Or

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

For the transition period from                   to
                             Commission file number 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

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, 1999 (Unaudited) and December 31, 1998

Schedule of Portfolio Investments as of March 31, 1999 (Unaudited)

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

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

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

Notes to Financial Statements (Unaudited)

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

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



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

<S>                                       <C>             
Portfolio investments at fair value (cost $2,396,644 as of
   March 31, 1999 and $2,625,384 as of December 31, 1998)                                 $      5,036,433    $       6,367,148
Short-term investments, at amortized cost                                                          497,745                    -
Cash and cash equivalents                                                                           82,593              731,956
Accrued interest receivable                                                                              -               28,778
                                                                                          ----------------    -----------------

TOTAL ASSETS                                                                              $      5,616,771    $       7,127,882
                                                                                          ================    =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                     $         78,196    $          61,845
Due to Management Company                                                                           40,000              137,649
Due to Independent General Partners                                                                 11,500               15,000
                                                                                          ----------------    -----------------
   Total liabilities                                                                               129,696              214,494
                                                                                          ----------------    -----------------

Partners' Capital:
Managing General Partner                                                                            28,473               31,716
Individual General Partners                                                                          1,104                1,229
Limited Partners (10,248 Units)                                                                  2,817,709            3,138,679
Unallocated net unrealized appreciation of investments                                           2,639,789            3,741,764
                                                                                          ----------------    -----------------
   Total partners' capital                                                                       5,487,075            6,913,388
                                                                                          ----------------    -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      5,616,771    $       7,127,882
                                                                                          ================    =================

</TABLE>

See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of March 31, 1999
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                   Initial Investment
Investment                                                                  Date                  Cost               Fair Value
Data Critical Corp.*(B)
Wireless data transmission
<C>                                                                          <C>            <C>                  <C>           
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)(E)
Gourmet snacks and food products
705,681 shares of Common Stock                                         June 1992                   529,900                    0
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
---------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
Urological disease management
479,174 shares of Common Stock                                         May 1991                    855,626            2,320,691
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
Viral diagnostics and therapeutics
279,579 shares of Common Stock                                         July 1994                     1,118              503,242
-------------------------------------------------------------------------------------------------------------------------------
Totals from Active Portfolio Investments                                                    $    2,396,644       $    5,036,433
                                                                                            ==============       ==============

Supplemental Information - Liquidated Portfolio Investments: (C) (D)
                                                                                                  Realized
                                                                               Cost              Gain (Loss)         Return    
Totals from Liquidated Portfolio Investments                              $    7,576,410        $    611,672     $    8,188,082
                                                                          ==============        ============     ==============

                                                                                                Combined            Combined
                                                                                             Unrealized and        Fair Value
                                                                               Cost           Realized Gain        and Return   

Totals from Active and Liquidated Portfolio Investments     $             9,973,054    $        3,251,461  $     13,224,515
                                                            =======================    ==================  ================
</TABLE>

(A)      Public company

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

(C)      Amounts provided for "Supplemental  Information:  Liquidated  Portfolio
         Investments" are cumulative from inception through March 31, 1999.

(D)      In February 1999, the  Partnership  received  $4,909,  representing  an
         escrow  release  payment in  connection  with the February 1995 sale of
         Bace  Manufacturing,  Inc. The payment was comprised of a realized gain
         of $3,898 and interest of $1,011.

(E)      In March 1999, the Partnership wrote-off the cost of its bridge loan to
         Silverado Foods, Inc., realizing a loss of $228,740.

*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>


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

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                            <C>                  <C>        
   Interest from short-term investments                                                        $         9,530      $     9,345
   Interest and other income from portfolio investments                                                (28,778)          10,047
                                                                                               ---------------      -----------
   Total investment income                                                                             (19,248)          19,392
                                                                                               ---------------      -----------

   Expenses:
   Management fee                                                                                       40,000           50,000
   Professional fees                                                                                    22,626           11,450
   Independent General Partners' fees                                                                   11,500           14,000
   Mailing and printing                                                                                  4,646            3,354
   Custodial fees                                                                                          507               28
   Miscellaneous                                                                                           969              436
                                                                                               ---------------      -----------
   Total expenses                                                                                       80,248           79,268
                                                                                               ---------------      -----------

NET INVESTMENT LOSS                                                                                    (99,496)         (59,876)

Net realized loss from portfolio investments                                                          (224,842)         (78,722)
                                                                                               ---------------      -----------

NET REALIZED LOSS FROM OPERATIONS                                                                     (324,338)        (138,598)

Change in net unrealized appreciation of portfolio investments                                      (1,101,975)         235,000
                                                                                               ---------------      -----------

NET (DECREASE) INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                             $    (1,426,313)     $    96,402
                                                                                               ===============      ===========

</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>


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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                              <C>              <C>          
Net investment loss                                                                              $   (99,496)     $    (59,876)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Decrease in payables, net                                                                            (84,798)          (72,309)
Increase in accrued interest on short-term investments                                                (1,913)                -
Decrease (increase) in accrued interest receivable                                                    28,778            (6,307)
                                                                                                 -----------      ------------
Cash used for operating activities                                                                  (157,429)         (138,492)
                                                                                                 -----------      ------------

CASH FLOWS (USED FOR) PROVIDED FROM
   INVESTING ACTIVITIES

Net purchase of short-term investments                                                              (495,832)                -
Proceeds from repayment of bridge loan                                                                     -            21,260
Proceeds from the sale of portfolio investments                                                        3,898           133,484
                                                                                                 -----------      ------------
Cash (used for) provided from investing activities                                                  (491,934)          154,744
                                                                                                 -----------      ------------

(Decrease) increase in cash and cash equivalents                                                    (649,363)           16,252
Cash and cash equivalents at beginning of period                                                     731,956            85,653
                                                                                                 -----------      ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                       $    82,593      $    101,905
                                                                                                 ===========      ============

</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, 1999
<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         $    31,716      $    1,229     $    3,138,679     $     3,741,764      $     6,913,388

Net investment loss                           (995)            (38)           (98,463)                  -              (99,496)

Net realized loss from investments          (2,248)            (87)          (222,507)                  -             (224,842)

Change in unrealized
   appreciation of investments                   -               -                  -          (1,101,975)          (1,101,975)
                                       -----------      ----------     --------------     ---------------      ---------------

Balance at end of period               $    28,473      $    1,104     $    2,817,709(A)  $     2,639,789      $     5,487,075
                                       ===========      ==========     ==============     ===============      ===============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $530.
     Cumulative cash  distributions  paid to limited  partners  totaled $560 per
     Unit as of March 31, 1999.


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
thereof.  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  $2.6  million  as of March  31,  1999,  which  was  recorded  for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception  to March  31,  1999,  other  timing  differences
totaling $1.5 million,  including 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.

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

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.  In
connection with the extension of term of the Partnership, the Management Company

<PAGE>


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

agreed to reduce the minimum  management  fee from  $200,000 to $160,000 per 
annum  effective as of January 1, 1999.  Such fee is determined and paid 
quarterly.

5.       Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent   General  Partners  had  received  $16,000  annually  in  quarterly
installments  through December 31, 1998. In connection with the extension of the
term of the  Partnership,  the Individual  General Partners agreed to reduce the
annual fee paid to each  Independent  General  Partner  from  $16,000 to $12,000
effective as of January 1, 1999. In addition,  the Individual  General  Partners
receive  $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..

6.       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.

7.       Classification of Portfolio Investments

As of March 31, 1999, 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                                         $      1,696,644             $     3,598,933                65.59%
Preferred Stock                                               700,000                   1,437,500                26.20%
                                                     ----------------             ---------------           -----------
                                                     $      2,396,644             $     5,036,433                91.79%
                                                     ================             ===============           ===========

Industry
Healthcare/Biotechnology                             $        856,744             $     2,823,933                51.47%
Data Communications                                         1,010,000                   2,212,500                40.32%
Food Manufacturing & Distribution                             529,900                           0                 0.00%
                                                     ----------------             ---------------            ----------
                                                     $      2,396,644             $     5,036,433                91.79%
                                                     ================             ===============            ==========
</TABLE>

*Represents fair value as a percentage of net assets.

8.       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, 1999, and
for the three month period then ended, reflect all adjustments necessary for the
fair presentation of the results of the interim period.


<PAGE>



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

Liquidity and Capital Resources

As of March 31, 1999, the  Partnership  held $497,745 in short-term  investments
with  maturities of less than one year and $82,593 in an  interest-bearing  cash
account.  Interest  earned from such  investments  totaled  $8,086 for the three
months ended March 31, 1999.  Interest  earned from such  investments  in future
periods is subject to fluctuations  in short-term  interest rates and changes in
amounts available for investment in such securities.

The  Managing   General  Partner  is  working  toward  the  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.

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 are expected
to be obtained from existing cash reserves, interest and other investment income
and proceeds from the sale of portfolio investments.

Results of Operations

For the three months ended March 31, 1999 and 1998,  the  Partnership  had a net
realized  loss from  operations  of $324,338  and  $138,598,  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 investment income less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended March 31, 1999,  the  Partnership  had a net realized loss from  portfolio
investments  of  $224,842,  consisting  of a  $228,740  realized  loss  from the
write-off of the  remaining  cost of the bridge loan due from  Silverado  Foods,
Inc.,  partially  offset  by a $3,898  realized  gain  resulting  from a payment
received  in  March  1999 in  connection  with  the  February  1995  sale of the
Partnership's investment in Bace Manufacturing, Inc.

For the three months ended March 31, 1998,  the  Partnership  had a net realized
loss of $78,722,  comprised of a $133,630  realized loss from the sale of 62,000
common shares of Envirogen,  Inc.,  partially  offset by a $54,908 realized gain
resulting from a payment  received in March 1998 in connection with the February
1995 sale of the Partnership's investment in Bace Manufacturing, Inc.

Investment  Income and  Expenses - For the three months ended March 31, 1999 and
1998,  the  Partnership  had a net  investment  loss  of  $99,496  and  $59,876,
respectively.  The unfavorable change in net investment loss for the 1999 period
compared to the 1998  period,  resulted  from a $38,640  decrease in  investment
income and a $980  increase in operating  expenses.  The decrease in  investment
income primarily  resulted from the $28,778 write-off of accrued interest on the
bridge loan due from Silverado Foods,  Inc. which was written-off in March 1999.
Interest from short-term  investments increased slightly for the 1999 period due
to an increase in funds  available  for  investments  in  short-term  securities
during the 1999 period compared to the same period in 1998.

Operating  expenses  increased by $980 for the three months ended March 31, 1999
compared to the same period in 1998. As discussed below, the minimum  management
fee was reduced by $10,000  per quarter  effective  January 1, 1999.  Also,  the
annual fee paid to each Independent  General Partner was reduced from $16,000 to
$12,000.  See Note 5 of Notes to Financial  Statements.  These  reductions  were
offset by increases in professional  fees,  mailing and printing costs and other
expenses  incurred  during the three  months ended March 31, 999 compared to the
same period in 1998.  The increase in  professional  fees  includes  legal costs
related  to  the  liquidation  of  the   Partnership's   investment  in  Americo
Publishing, Inc. and general increases in other legal and 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  annual fee of  $160,000,  which was reduced from  $200,000  effective
January  1,  1999.  See  Note 4 of Notes to  Financial  Statements.  Such fee is
determined  and paid  quarterly  in arrears.  The  management  fee for the three
months ended March 31, 1999 and 1998 was $40,000 and $50,000,  respectively.  To
the extent possible the management fee and other expenses  incurred  directly by
the  Partnership  are paid with funds provided from  operations,  which includes
proceeds from the sale of portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the three months ended March 31, 1999, the  Partnership  had a
$1,101,975  net  decrease  to  unrealized  appreciation  resulting  from the net
downward  revaluation  of its  investments  in UroCor,  Inc.  and  ZymeTx,  Inc.
resulting from the reduced public market price of such  securities as of the end
of the quarter.

For the three months ended March 31, 1998,  the  Partnership  had a $111,000 net
increase to unrealized  appreciation,  resulting from the net upward revaluation
of certain portfolio investments.  Additionally,  during the quarter $124,000 of
unrealized  loss was  transferred  to realized loss  resulting  from the sale of
62,000  common  shares of  Envirogen,  as  discussed  above.  As a  result,  net
unrealized  appreciation  of  investments  increased  by $235,000  for the three
months ended March 31, 1998.

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.

As of March 31, 1999, the Partnership's  net assets were $5,487,075,  a decrease
of  $1,426,313  from  $6,913,388  as of  December  31,  1998.  This  decrease is
comprised of the  $1,101,975  decrease in net  unrealized  appreciation  and the
$324,338 net realized loss from operations for the quarter ended March 31, 1999.

As of March 31, 1998, the Partnership's net assets were $7,696,423,  an increase
of $96,402 from  $7,600,021 as of December 31, 1997.  This increase is comprised
of the $235,000 increase in net unrealized  appreciation partially offset by the
$138,598 net realized loss from operations for the quarter ended March 31, 1998.

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, 1999 and  December 31, 1998 was $530
and $668, respectively.

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

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

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

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

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

Finally the Y2K issue is a global concern that may affect all business entities,
including  the  Partnership's  portfolio  companies.   The  General  Partner  is
continuing  to  assess  the  impact  of Y2K  concerns  affecting  its  portfolio
companies.  However, the extent to which any potential Y2K problems could affect
the  valuations  of these  companies  is  presently  unknown.  At the time  that
specific Y2K problems are identified,  if any, the Managing General Partner will
take  such  issues  into  consideration  in  adjusting  the  fair  value  of the
Partnership's portfolio investments.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

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

The  Partnership's   portfolio  investments  had  an  aggregate  fair  value  of
$5,036,433  as of March 31,  1999.  An assumed 10% decline from this fair value,
including  an  assumed  10%  decline  of the  per  share  market  prices  of the
Partnership's  publicly  traded  securities,  would result in a reduction to the
fair value of such investments and a corresponding unrealized loss of $503,643.

As of March 31, 1999, the Partnership  held discounted  commercial  paper with a
remaining  maturity of 33 days.  This  short-term  investment  was carried at an
aggregate  amortized  cost of  $497,745  as of March 31,  1999.  An assumed  10%
increase in the market interest rates of such short-term investments held by the
Partnership as of March 31, 1999,  would result in a reduction to the fair value
of such  investments and a corresponding  unrealized loss which is considered to
be immaterial.

Market risk relating to the  Partnership's  interest-bearing  cash equivalents 
held as of March 31, 1999 is also considered to be immaterial.



<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

                  (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/     David G. Cohen                        
              David G. Cohen
              Vice President


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



Date:         May 17, 1999