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 June 30, 1998

Or

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

For the transition period from                   to
                             Commission file number 0-17198


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


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

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 June 30, 1998 (Unaudited) and December 31, 1997

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

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

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

     Statement of Changes in Partners' Capital for the Six Months Ended June 30,
1998 (Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS

<TABLE>

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

Portfolio investments, at fair value (cost $3,522,692 as of
<S>     <C> <C>      <C>                       <C> <C>                                    <C>                  <C>             
   June 30, 1998 and $4,673,359 as of December 31, 1997)                                  $      7,509,539     $      7,697,927
Cash and cash equivalents                                                                          198,485               85,653
Accrued interest receivable                                                                         12,634                  480
                                                                                          ----------------     ----------------

TOTAL ASSETS                                                                              $      7,720,658     $      7,784,060
                                                                                          ================     ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                          $         47,861     $         60,068
Due to Management Company                                                                           76,015              108,971
Due to Independent General Partners                                                                 15,000               15,000
                                                                                          ----------------     ----------------
   Total liabilities                                                                               138,876              184,039
                                                                                          ----------------     ----------------

Partners' Capital:
Managing General Partner                                                                            35,948               45,754
Individual General Partners                                                                          1,392                1,771
Limited Partners (10,248 Units)                                                                  3,557,595            4,527,928
Unallocated net unrealized appreciation of investments                                           3,986,847            3,024,568
                                                                                          ----------------     ----------------
   Total partners' capital                                                                       7,581,782            7,600,021
                                                                                          ----------------     ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      7,720,658     $      7,784,060
                                                                                          ================     ================

</TABLE>

See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of June 30, 1998
<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
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
762,500 shares of Preferred Stock                                      April 1993                  700,000            1,437,500
775,000 shares of Common Stock                                                                     310,000              775,000
-------------------------------------------------------------------------------------------------------------------------------
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              132,315
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
14% Bridge Loan                                                                                    228,740              228,740
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
496,635 shares of Common Stock                                         May 1991                    921,305            3,538,524
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               35,423
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
304,579 shares of Common Stock                                         July 1994                     1,411              894,701
-------------------------------------------------------------------------------------------------------------------------------

Totals from Active Portfolio Investments                                                    $    3,522,692       $    7,509,539
                                                                                            ==============       ==============

Supplemental Information - Liquidated Portfolio Investments:(C)(D)

                                                                                              Realized
                                                                              Cost              Gain                     Return

Totals from Liquidated Portfolio Investments                             $    6,396,444     $      228,174       $    6,624,618
                                                                         ==============     ==============       ==============

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

Totals from Active & Liquidated Portfolio Investments                    $    9,919,136     $    4,215,021       $   14,134,157
                                                                         ==============     ==============       ==============

</TABLE>

<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited), continued
As of June 30, 1998

(A)  Public company

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

 (C) During the quarter ended June 30, 1998, the Partnership  sold its remaining
     investment of 56,000 shares of  Envirogen,  Inc.  common stock for $77,338,
     realizing a loss of  $118,662.  In April  1998,  the  Partnership  sold its
     remaining interest in QuanTEM Laboratories L.L.C. for $2,500.  Because this
     investment had been written off in a prior period, the Partnership realized
     a gain for the full payment  amount during the quarter.  In June 1998,  the
     Partnership  sold its  investment  in Excel Energy  Technologies,  Ltd. for
     $16,723, realizing a loss if $649,684.  Additionally,  the $50,000 note due
     from Excel Energy was repaid in full along with interest totaling $3,607.

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


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


See notes to financial statements.


<PAGE>


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

<TABLE>

                                                                       Three Months Ended               Six Months Ended
                                                                            June 30,                        June 30,

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

   Income:
<S>                                                              <C>             <C>             <C>            <C>            
   Interest from short-term investments                          $       2,062   $       11,569  $       4,115  $        19,558
   Interest and other income from portfolio
     investments                                                         9,454                -         19,501                -
   Other interest income                                                     3            7,653          7,295           12,953
                                                                 -------------   --------------  -------------  ---------------
   Total investment income                                              11,519           19,222         30,911           32,511
                                                                 -------------   --------------  -------------  ---------------

   Expenses:
   Management fee                                                       50,000           50,000        100,000          100,000
   Professional fees                                                    16,031            9,149         27,481           17,199
   Independent General Partners' fees                                   15,453           15,390         29,843           30,618
   Mailing and printing                                                  4,775            5,584          8,129            9,213
   Custodial fees                                                           90                -            118            1,457
   Miscellaneous                                                         1,244               43          1,290              293
                                                                 -------------   --------------  -------------  ---------------
   Total expenses                                                       87,593           80,166        166,861          158,780
                                                                 -------------   --------------  -------------  ---------------

NET INVESTMENT LOSS                                                    (76,074)         (60,944)      (135,950)        (126,269)

Net realized (loss) gain from portfolio investments                   (765,846)         411,337       (844,568)         884,626
                                                                 -------------   --------------  -------------  ---------------

NET REALIZED (LOSS) GAIN FROM
   OPERATIONS                                                         (841,920)         350,393       (980,518)         758,357

Change in unrealized appreciation of
   investments                                                         727,279         (458,587)       962,279       (1,318,877)
                                                                 -------------   --------------  -------------  ---------------

NET DECREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                     $    (114,641)  $     (108,194) $     (18,239) $      (560,520)
                                                                 =============   ==============  =============  =============== 
</TABLE>


See notes to financial statements.


<PAGE>


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

<TABLE>

                                                                                                  1998                1997

                                                                                              -------------       --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                 <C>           
Net investment loss                                                                           $    (135,950)      $    (126,269)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Decrease in payables                                                                                (45,163)            (50,652)
Decrease in accrued interest on short-term investments                                                    -               2,973
Increase in accrued interest receivable                                                             (12,154)                  -
                                                                                              -------------       -------------
Cash used for operating activities                                                                 (193,267)           (173,948)
                                                                                              -------------       -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                     234,839             722,263
Proceeds from the repayment of note and bridge loan                                                  71,260                   -
Net return of short-term investments                                                                      -             246,349
                                                                                              -------------       -------------
Cash provided from investing activities                                                             306,099             968,612
                                                                                              -------------       -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

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

Increase (decrease) in cash and cash equivalents                                                    112,832            (240,890)
Cash and cash equivalents at beginning of period                                                     85,653             380,685
                                                                                              -------------       -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $     198,485       $     139,795
                                                                                              =============       =============
</TABLE>


See notes to financial statements.


<PAGE>


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

<TABLE>


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

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

Net investment loss                         (1,360)            (53)          (134,537)                  -             (135,950)

Net realized loss                           (8,446)           (326)          (835,796)                  -             (844,568)

Change in unrealized
appreciation of investments                      -               -                  -             962,279              962,279
                                        ----------        --------      -------------       -------------      ---------------

Balance at end of period                $   35,948        $  1,392      $   3,557,595(A)    $   3,986,847      $     7,581,782
                                        ==========        ========      =============       =============      ===============
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments,  was $732
     as of June 30, 1998.  Additionally,  cumulative cash  distributions paid to
     Limited Partners, as of June 30, 1998, 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 is scheduled
to  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 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.

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 $4.0 million as of June 30, 1998, which was recorded for financial
statement purposes, has not been recognized for tax purposes. Additionally, from
inception  to June 30,  1998,  other timing  differences  totaling  $1.0 million
relating to the original sales  commissions  paid and other costs of selling the
Units have been recorded on the Partnership's  financial statements but have not
yet been deducted for tax purposes.

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

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

3.       Allocation of Partnership Profits and Losses

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

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

4.       Related Party Transactions

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

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 June 30, 1998, 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                                         $      1,765,952             $     5,379,299                70.95%
Preferred Stock                                             1,164,000                   1,901,500                25.08%
Debt Securities                                               592,740                     228,740                 3.02%
                                                     ----------------             ---------------               -------
                                                     $      3,522,692             $     7,509,539                99.05%
                                                     ================             ===============                ======

Country/Geographic Region
Oklahoma                                             $      2,691,356             $     7,042,203                92.89%
Non-Oklahoma                                                  831,336                     467,336                 6.16%
                                                     ----------------             ---------------               -------
                                                     $      3,522,692             $     7,509,539                99.05%
                                                     ================             ===============                ======

Industry
Publishing                                           $        364,000             $             0                 0.00%
Food Manufacturing & Distribution                             758,640                     361,055                 4.76%
Energy/Natural Gas                                            467,336                     467,336                 6.16%
Data Communications                                         1,010,000                   2,212,500                29.18%
Healthcare/Biotechnology                                      922,716                   4,468,648                58.95%
                                                     ----------------             ---------------                ------
                                                     $      3,522,692             $     7,509,539                99.05%
                                                     ================             ===============                ======
</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 June 30, 1998, and for
the three and six 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 June 30, 1998, the Partnership held $198,485 in an  interest-bearing  cash
account.  Interest  earned  from such cash  account for the three and six months
ended June 30, 1998 was $2,062 and $4,115,  respectively.  Interest  earned from
short-term   investments  in  future  periods  is  subject  to  fluctuations  in
short-term  interest  rates and changes in amounts  available for  investment in
such securities.

During  the six  months  ended  June 30,  1998,  the  Partnership  sold  certain
portfolio   investments  for  net  proceeds  of  $234,839.   Additionally,   the
Partnership  received  $50,000 from the repayment of a promissory  note due from
Excel Energy Technologies, Ltd.
and $21,260  from the  partial  repayment  of a bridge  loan due from  Silverado
Foods, Inc.

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

The  Partnership is scheduled to 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 if they determine that such extension is in the best
interest of the Partnership.

Results of Operations

For the three and six months  ended June 30,  1998,  the  Partnership  had a net
realized loss from  operations of $841,920 and $980,518,  respectively.  For the
three and six months ended June 30,  1997,  the  Partnership  had a net realized
gain from operations of $350,393 and $758,357,  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 and six
months  ended  June 30,  1998,  the  Partnership  had a net  realized  loss from
portfolio investments of $765,846 and $844,568,  respectively. The realized loss
for the three months ended June 30, 1998,  was  comprised of a realized  loss of
$118,662 from the sale of the  Partnership's  remaining  56,000 common shares of
Envirogen,  Inc., a realized loss of $649,684 from the sale of the Partnership's
remaining investment in Excel Energy Technologies,  Inc., and an offsetting gain
of $2,500 from the sale of the Partnership's  previously written-off interest in
QuanTEM  Laboratories  L.L.C.  For the three months  ended March 31,  1998,  the
Partnership had a net realized loss of $78,722,  comprised of a realized loss of
$133,630 from the sale of 62,000 common  shares of  Envirogen,  Inc.,  partially
offset by a realized gain of $54,908  resulting from a payment received in March
1998 in connection with the February 1995 sale of the  Partnership's  investment
in Bace Manufacturing, Inc.

For the three and six months  ended June 30,  1997,  the  Partnership  had a net
realized gain from portfolio investments of $411,337 and $884,626, respectively.
The realized  gain for the three months ended June 30, 1997,  was comprised of a
realized gain of $1,110,982 from the sale of the Partnership's remaining 185,317
common  shares of C.R.  Anthony  Company,  a realized  gain of $21,655  from the
receipt of the final escrow release in connection  with the 1996  acquisition of
Enerpro International,  Inc. by Energy Ventures, Inc. ("EVI"), and an offsetting
realized  loss  of  $721,300  from  the  sale  of  the  Partnership's  remaining
investment in  Diagnetics,  Inc. For the three months ended March 31, 1997,  the
Partnership had a net realized gain of $473,289, comprised of a realized gain of
$473,119 from the sale of 90,000 common shares of C.R.  Anthony  Company,  and a
realized  gain  of $170  from  the  receipt  of an  initial  escrow  release  in
connection  with the  acquisition of Enerpro  International  by EVI as discussed
above.

Investment  Income and  Expenses - For the three  months ended June 30, 1998 and
1997,  the  Partnership  had a net  investment  loss  of  $76,074  and  $60,944,
respectively.  The $15,130  increase in net investment  loss for the 1998 period
compared to the 1997 period resulted from a $7,703 decrease in investment income
and a $7,427 increase in operating  expenses.  The decrease in investment income
included a $9,507 decline in interest from short-term  investments primarily due
to a decrease in funds  available  for such  investments  during the 1998 period
compared to the same period in 1997.  This  decrease  was offset by a $1,804 net
increase in other  interest  income,  including  interest  and other income from
portfolio  investments.  The net  increase  in interest  income  from  portfolio
investments and other interest income primarily was due to an increase in income
producing  securities  held by the  Partnership  during  the  1998  period.  The
increase in operating  expenses  primarily  resulted  from a $6,882  increase in
professional  fees due to an increase in legal  expenses  during the 1998 period
compared to the same period in 1997.

For the six  months  ended June 30,  1998 and 1997,  the  Partnership  had a net
investment loss of $135,950 and $126,269,  respectively.  The $9,681 increase in
net  investment  loss for the 1998 period  compared to the 1997 period  resulted
from a $1,600  decrease in investment  income and a $8,081 increase in operating
expenses.  The decrease in investment  income primarily  resulted from a $15,443
decline in interest from short-term  investments which was partially offset by a
$13,843 net  increase in other  interest  income;  including  interest and other
income from  portfolio  investments.  The decline in  interest  from  short-term
investments  was  primarily  due to a  decrease  in  funds  available  for  such
investments  during the 1998 period compared to the same period in 1997. The net
increase  in interest  and other  income from  portfolio  investments  and other
interest income primarily was due to an increase in income producing  securities
held by the  Partnership  during the 1998  period.  The  increase  in  operating
expenses  primarily resulted from a $10,282 increase in professional fees due to
an increase in legal  expenses  accrued  during the 1998 period  compared to the
same period in 1997.

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 six months ended June 30, 1998 and 1997 was $100,000
for each period.  To the extent  possible the  management fee and other expenses
incurred  directly  by  the  Partnership  are  paid  with  funds  provided  from
operations, including proceeds from the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  of
Investments  - For the six months ended June 30,  1998,  the  Partnership  had a
$112,263  net  unrealized  gain,   primarily   resulting  from  the  net  upward
revaluation  of  certain  portfolio  investments.   Additionally,  $850,016  was
transferred  from  unrealized  loss to realized loss  resulting from the sale of
Envirogen and Excel Energy,  as discussed  above.  As a result,  net  unrealized
appreciation of investments increased by $962,279 for the six month period ended
June 30, 1998.

For the six months ended June 30, 1997,  the  Partnership  had a $1,043,110  net
unrealized  loss,  resulting  from  the  net  downward  revaluation  of  certain
portfolio  investments.  Additionally,  $275,767 was transferred from unrealized
gain to realized gain resulting from the sale of C.R. Anthony and Diagnetics, as
discussed  above.  As a  result,  net  unrealized  appreciation  of  investments
declined by $1,318,877 for the six month period ended June 30, 1997.

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

As of June 30, 1998, the Partnership's net assets were $7,581,782, a decrease of
$18,239 from  $7,600,021 as of December 31, 1997. This decrease was comprised of
the $980,518 net realized loss from operations  partially offset by the $962,279
increase in net unrealized  appreciation of investments for the six months ended
June 30, 1998.

As of June 30, 1997, the Partnership's net assets were $9,640,695, a decrease of
$1,078,498 from $10,719,193 as of December 31, 1996. This decrease resulted from
the $517,978 cash distribution paid to Partners on July 1, 1997 and the $560,520
net  decrease in net assets from  operations  for the six months  ended June 30,
1997. The decrease in net assets from operations for the period was comprised of
the $758,357 realized gain from operations offset by the $1,318,877  decrease in
unrealized appreciation for the six months ended June 30, 1997.

Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership  Agreement (see Note 3 of Notes
to Financial  Statements).  However,  for purposes of calculating  the net asset
value per unit of limited partnership interest,  net unrealized  appreciation or
depreciation  of  investments  has been included as if the net  appreciation  or
depreciation  had  been  realized  and  allocated  to the  Limited  Partners  in
accordance with the Partnership Agreement. Pursuant to such calculation, the net
asset value per $1,000 Unit as of June 30, 1998 and  December  31, 1997 was $732
and $734, respectively.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any material pending legal proceedings.

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

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

Item 5.       Other Information.

None.



<PAGE>


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

              (a)              Exhibits

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

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

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

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

                  (27)         Financial Data Schedule.

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

     (b) 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/     Robert Aufenanger
              Robert Aufenanger
              Executive Vice President and Director


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



Date:         August 14, 1998