SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended September 30, 1996

Or

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

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


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


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

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

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

Not applicable
===============================================================================
Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No


<PAGE>


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1996 (Unaudited) and December 31, 1995

Schedule of Portfolio Investments as of September 30, 1996 (Unaudited)

Statements of Operations for the Three and Nine Months Ended September 30, 1996 
and 1995 (Unaudited)

Statements of Cash Flows for the Nine Months Ended September 30, 1996 and 1995 
(Unaudited)

Statement of Changes in Partners' Capital for the Nine Months Ended 
September 30, 1996 (Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS

<TABLE>
                                                                                   September 30, 1996         December 31,
                                                                                       (Unaudited)                   1995
ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $5,375,960 at
<S>            <C> <C>      <C>                    <C> <C>                            <C>                      <C>             
     September 30, 1996 and $5,787,960 at December 31, 1995)                          $    11,159,115          $      8,762,012
   Short-term investments, at amortized cost                                                  747,994                   249,327
Cash and cash equivalents                                                                     269,371                   261,310
Receivable from securities sold                                                                50,528                         -
Accrued interest and other receivables                                                         52,138                    44,653
                                                                                      ---------------          ----------------

TOTAL ASSETS                                                                          $    12,279,146          $      9,317,302
                                                                                      ===============          ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                      $        55,050          $         39,353
Due to Management Company - Note 4                                                             76,910                    69,423
Due to Independent General Partners - Note 6                                                   14,500                    15,000
                                                                                      ---------------          ----------------
   Total liabilities                                                                          146,460                   123,776
                                                                                      ---------------          ----------------

Partners' Capital:
Managing General Partner                                                                       63,495                    62,194
Individual General Partners                                                                     2,456                     2,405
Limited Partners (10,248 Units)                                                             6,283,580                 6,154,875
Unallocated net unrealized appreciation of investments - Note 2                             5,783,155                 2,974,052
                                                                                      ---------------          ----------------
   Total partners' capital                                                                 12,132,686                 9,193,526
                                                                                      ---------------          ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $    12,279,146          $      9,317,302
                                                                                      ===============          ================
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
September 30, 1996
<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Americo Publishing, Inc.
<C>                                                                           <C>           <C>                <C>             
10% Demand Promissory Note                                               Feb. 1994          $      225,000     $              0
8% Demand Promissory Note                                                                           30,000                    0
9% Demand Promissory Notes                                                                         109,000                    0
-------------------------------------------------------------------------------------------------------------------------------
C.R. Anthony Company(A)
275,317 shares of Common Stock                                           Oct. 1992                 600,191              867,359
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
637,500 shares of Preferred Stock                                        April 1993                600,000            1,050,000
Warrant to purchase 875,000 shares of Common Stock
   at $.40 per share, expiring 10/6/97                                                                   0              350,000
-------------------------------------------------------------------------------------------------------------------------------
Diagnetics, Inc.*(B)
314,807 shares of Preferred Stock                                        April 1991                756,095              756,095
44,227 shares of Common Stock                                                                       57,515               57,515
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)(C)
118,000 shares of Common Stock                                           Sept. 1991                413,000              442,500
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907              333,204
17 shares of Common Stock                                                                            2,500                    0
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.*
464 shares of Preferred Stock                                            June 1993                 464,000              464,000
5,192 shares of Common Stock                                                                         3,336                3,336
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)
705,681 shares of Common Stock                                           June 1992                 529,900            1,587,782
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.*(A)(B)
496,635 shares of Common Stock                                           May 1991                  921,305            4,702,513
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               64,811
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.
21,052 shares of Common Stock                                            July 1994                     211              480,000
-------------------------------------------------------------------------------------------------------------------------------

Totals                                                                                      $    5,375,960     $     11,159,115
                                                                                            ===================================
</TABLE>

 (A) Public company

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

(C)  In September 1996, the Partnership sold 32,000 shares of Envirogen common 
     stock for $115,949, realizing a gain of $3,949.

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


See notes to financial statements.


<PAGE>


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


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

                                                                        1996          1995            1996           1995
                                                                   -------------  ------------  --------------  ---------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                <C>            <C>           <C>             <C>            
   Interest from short-term investments                            $      11,737  $     10,150  $       24,594  $        39,333
   Interest and other income from portfolio investments                        -        11,081           8,782           31,685
                                                                   -------------  ------------  --------------  ---------------
   Totals                                                                 11,737        21,231          33,376           71,018
                                                                   -------------  ------------  --------------  ---------------

   Expenses:
   Management fee - Note 4                                                50,000        50,000         150,000          150,000
   Professional fees                                                      15,350         4,958          60,848           58,913
   Independent General Partners' fees - Note 6                            14,569        18,503          44,385           56,912
   Mailing and printing                                                    1,790         3,431          13,504           13,636
   Custodial fees                                                          1,470         1,294           4,335            4,747
   Miscellaneous                                                               -           920             408            1,170
                                                                   -------------  ------------  --------------  ---------------
   Totals                                                                 83,179        79,106         273,480          285,378
                                                                   -------------  ------------  --------------  ---------------

NET INVESTMENT LOSS                                                      (71,442)      (57,875)       (240,104)        (214,360)

Net realized gain from portfolio investments                               3,949       383,919         370,161        1,983,394
                                                                   -------------  ------------  --------------  ---------------

NET REALIZED GAIN (LOSS) FROM
   OPERATIONS (allocable to Partners) - Note 3                           (67,493)      326,044         130,057        1,769,034

Net change in unrealized appreciation of investments                     547,989       221,280       2,809,103         (497,642)
                                                                   -------------  ------------  --------------  ---------------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                 $     480,496  $    547,324  $    2,939,160  $     1,271,392
                                                                   =============  ============  ==============  ===============
</TABLE>


See notes to financial statements.


<PAGE>


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

<TABLE>

                                                                                                   1996               1995
                                                                                              --------------      --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                 <C>           
Net investment loss                                                                           $     (240,104)     $    (214,360)
Adjustments to reconcile net investment loss to cash used for
   operating activities:

Increase (decrease) in payables, net                                                                  22,684             (2,270)
Increase in accrued interest on short-term investments                                                  (719)            (2,187)
(Increase) decrease in receivables                                                                    (7,585)               810
                                                                                              ---------------     -------------
Cash used for operating activities                                                                  (225,724)          (218,007)
                                                                                              ---------------     -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Cost of portfolio investments purchased                                                              (50,000)          (198,900)
Proceeds from the sale of portfolio investments                                                      781,733          2,652,329
Net purchase of short-term investments                                                              (497,948)          (199,563)
                                                                                              --------------      -------------
Cash provided from investing activities                                                              233,785          2,253,866
                                                                                              --------------      -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distribution to Limited Partners                                                                      -         (2,049,600)
                                                                                              --------------      -------------

Increase (decrease) in cash and cash equivalents                                                       8,061            (13,741)
Cash and cash equivalents at beginning of period                                                     261,310            291,508
                                                                                              --------------      -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $      269,371      $     277,767
                                                                                              ==============      =============
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended September 30, 1996

<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          $   62,194        $  2,405      $   6,154,875       $   2,974,052      $      9,193,526

Net investment loss                         (2,401)            (92)          (237,611)                  -              (240,104)

Net realized gain from portfolio
investments                                  3,702             143            366,316                   -               370,161

Net change in unrealized
appreciation of investments                      -               -                  -           2,809,103             2,809,103
                                        ----------        --------      -------------       -------------      ----------------

Balance at end of period                $   63,495        $  2,456      $   6,283,580 (A)   $   5,783,155      $     12,132,686
                                        ==========        ========      =============       =============      ================
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed  allocation of net  unrealized  appreciation  of  investments,  was
     $1,172.  Each unit of limited  partnership  interest  represents an initial
     capital contribution of $1,000. Additionally, cumulative cash distributions
     paid to Limited Partners total $250 per unit as of September 30, 1996.


See notes to financial statements.



<PAGE>


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


1.       Organization and Purpose

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

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not  engage  in any  other  business  or  activity.  The  Partnership  will
terminate on December 31, 1998,  subject to the right of the Individual  General
Partners to extend the term for up to two additional two-year periods.

2.       Significant Accounting Policies

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

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.  Actual results could differ from those estimates.  Investment
Transactions  -  Investment  transactions  are  recorded on the accrual  method.
Portfolio  investments  are recorded on the trade date, the date the Partnership
obtains an  enforceable  right to demand  the  securities  or payment  therefor.
Realized  gains and  losses  on  investments  sold are  computed  on a  specific
identification basis.


<PAGE>


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

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 $5.8
million as of September  30, 1996,  which was recorded for  financial  statement
purposes, was not recognized for tax purposes.  Additionally,  from inception to
September 30, 1996, other timing  differences  totaling $1.2 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.

Organizational  Costs -  Organizational  costs of $47,718 were  amortized over a
sixty-month period which commenced August 14, 1989.

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)

6.       Independent General Partners' Fees

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

7.     Portfolio Investments

As of September 30, 1996,  the  Partnership's  investments  were  categorized as
follows:

<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                      Fair Value               Net Assets*
-------------------                                   ---------------              ---------------            -----------
<S>                                                   <C>                          <C>                           <C>
Common Stock                                          $     2,513,129              $     8,526,159               70%
Preferred Stock                                             2,498,831                    2,632,956               22%
Debt Securities                                               364,000                            0                0%
                                                      ---------------              ---------------           -------
                                                      $     5,375,960              $    11,159,115               92%
                                                      ===============              ===============           =======
Country/Geographic Region
Oklahoma                                              $     3,998,558              $     9,369,256               77%
Non-Oklahoma                                                1,377,402                    1,789,859               15%
                                                      ---------------              ---------------           -------
                                                      $     5,375,960              $    11,159,115               92%
                                                      ===============              ===============           =======
Industry
Publishing                                            $       364,000              $             0                0%
Retail - Apparel                                              600,191                      867,359                7%
Food Manufacturing & Distribution                             529,900                    1,587,782               13%
Energy/Natural Gas                                          1,133,743                      800,540                7%
Data Communications                                           600,000                    1,400,000               11%
Environmental Technology                                      413,000                      442,500                4%
Healthcare/Biotechnology                                      921,516                    5,247,324               43%
Measurement Instrumentation                                   813,610                      813,610                7%
                                                      ---------------              ---------------           -------
                                                      $     5,375,960              $    11,159,115               92%
                                                      ===============              ===============           =======
</TABLE>
* Percentage of net assets is based on fair value.

8.  Subsequent Event - Cash Distribution

Subsequent to the end of the quarter,  on November 7, 1996, the General Partners
approved a cash  distribution to Partners  totaling  $517,576.  Limited Partners
will receive  $512,400,  or $50 per Unit, and the General  Partners will receive
$5,176.  The  distribution  will be paid in January 1997 to Limited  Partners of
record on December 31, 1996.

9.       Interim Financial Statements

In the opinion of MLOK Co., Limited Partnership, the managing general partner of
the Partnership,  the unaudited  financial  statements as of September 30, 1996,
and for the three and nine month  periods  then ended,  reflect all  adjustments
necessary for the fair presentation of the results of the interim periods.


<PAGE>


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

Liquidity and Capital Resources

As of  September  30,  1996,  the  Partnership  held  $1.0  million  in cash and
short-term  investments  comprised of $748,000 in  short-term  investments  with
maturities  of less  than one  year and  $269,000  in an  interest-bearing  cash
account. For the three and nine months ended September 30, 1996, the Partnership
earned  interest  income from such  investments  totaling  $12,000 and  $25,000,
respectively. Interest earned from such investments in future periods is subject
to  fluctuations  in  short-term   interest  rates  and  amounts  available  for
investment in short-term securities.

Subsequent to the end of the quarter,  on November 7, 1996, the General Partners
approved a cash  distribution to Partners  totaling  $517,576.  Limited Partners
will receive  $512,400,  or $50 per Unit, and the General  Partners will receive
$5,176.  The  distribution  will be paid in January 1997 to Limited  Partners of
record on December 31, 1996.

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

Results of Operations

For the three and nine months ended  September 30, 1996, the  Partnership  had a
net  realized  loss from  operations  of $67,000  and a net  realized  gain from
operations  of  $130,000,  respectively.  For the  three and nine  months  ended
September 30, 1995, the  Partnership  had a net realized gain from operations of
$326,000  and  $1.8  million,  respectively.  Net  realized  gain or  loss  from
operations  is  comprised  of (1)  net  realized  gain or  loss  from  portfolio
investments  and (2) net  investment  income or loss  (interest and other income
less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments - For the three and nine
months  ended  September  30, 1996,  the  Partnership  had a realized  gain from
portfolio investments of $4,000 and $370,000,  respectively.  In September 1996,
the Partnership  sold 32,000 shares of Envirogen,  Inc. in the public market for
$116,000,  realizing a gain of $4,000. In May 1996, Enerpro International,  Inc.
merged with Energy Ventures,  Inc. ("EVI"), a public company. In connection with
the merger,  the Partnership  received 24,500 shares of EVI common stock for its
Enerpro  holdings.  The Partnership sold such shares in the public market in May
1996 for $738,000. Pursuant to the merger agreement, $72,000 of such proceeds is
being held in escrow,  the release of which is contingent  upon certain  events.
The Partnership recorded a reserve of $22,000 relating to such contingencies and
recognized a $366,000  realized gain in connection with this transaction  during
the three months ended June 30, 1996.

For the three and nine months ended  September 30, 1995, the  Partnership  had a
net realized  gain from  portfolio  investments  of $384,000  and $2.0  million,
respectively.  In July 1995,  the  Partnership  sold its 15,491 common shares of
Eckerd  Corporation  in the public  market  for  $480,000,  realizing  a gain of
$337,000.   In  September  1995,  the  Partnership  sold  its  remaining  90,000
Envirogen,  Inc.  common  stock  warrants for gross  proceeds of $39,000,  which
resulted in a realized gain of $39,000. In August 1995, the Partnership received
a final payment of $216,000 relating to the February 1995 sale of its investment
in BACE Manufacturing, Inc., resulting in a realized gain of $8,000. In February
1995,  the  Partnership  recognized  a $1.6  million  gain from the initial $1.9
million payment relating to the sale of its investment in BACE Manufacturing.

Investment  Income and Expenses - For the three months ended  September 30, 1996
and 1995,  the  Partnership  had a net  investment  loss of $71,000 and $58,000,
respectively.  The increase in net investment  loss for the 1996 period compared
to the 1995 period included a $9,000 decrease in investment  income and a $4,000
increase in operating expenses for the 1996 period.

For the nine months ended September 30, 1996 and 1995, the Partnership had a net
investment  loss of $240,000  and  $214,000,  respectively.  The increase in net
investment loss resulted from a $38,000 decline in investment income,  which was
partially offset by a $12,000 decline in operating  expenses for the 1996 period
compared to the same period in 1995. The decline in investment income included a
$15,000 decrease in interest earned from short-term investments resulting from a
reduction in funds available for investment in such  securities  during the 1996
period.  Also  contributing  to the decline in  investment  income was a $23,000
decrease in interest and other income from portfolio investments, resulting from
a reduction in interest  earned from  interest  bearing debt  securities  in the
Partnership's  portfolio  during the 1996 period  compared to the same period in
1995. The reduction in operating expenses for the 1996 period primarily resulted
from a $13,000  decrease  in  Independent  General  Partners  ("IGPs")  fees and
expenses  due to a decline in the number of IGP  meetings  held  during the 1996
period.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
a minimum fee of $200,000  annually.  Such fee is determined and paid quarterly.
The  management  fee for the three months ended  September 30, 1996 and 1995 was
$50,000  for  each  period  and the  management  fee for the nine  months  ended
September 30, 1996 and 1995 was $150,000 for each period. To the extent possible
the management fee and other expenses  incurred  directly by the Partnership are
paid  with  funds  provided  from  operations.  Funds  needed  to cover  further
operations  will be obtained  from the  Partnership's  existing  cash  reserves,
interest and other  investment  income  received  and proceeds  from the sale of
portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the nine months ended  September 30, 1996, the Partnership had
a $3.0 million net  unrealized  gain from its portfolio  investments,  primarily
resulting from an upward revaluation of its investment in UroCor, Inc. resulting
from the company's  initial  public  offering,  which was completed in May 1996.
Offsetting the  unrealized  gain for the period was the net transfer of $194,000
from   unrealized  gain  to  realized  gain  resulting  from  the  sale  of  the
Partnership's Enerpro and Envirogen securities, as discussed above. As a result,
net unrealized  appreciation of investments  increased $2.8 million for the nine
month period.

For the nine months ended September 30, 1995, the Partnership had a $1.2 million
net unrealized gain from its portfolio investments, primarily resulting from the
upward revaluation of its investments in Data Critical Corp. and Envirogen, Inc.
Additionally,  for the nine month period,  $1.7 million of  unrealized  gain was
transferred to realized gain due to the sale of the Partnership's investments in
BACE  Manufacturing and Eckerd, as discussed above. As a result,  net unrealized
appreciation of investments declined $498,000 for the nine month period.

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

As of  September  30, 1996,  the  Partnership's  net assets were $12.1  million,
representing an increase of $2.9 million from $9.2 million at December 31, 1995.
The $2.9  million  increase was  comprised  of the $2.8 million  increase in net
unrealized  appreciation  of investments and the $130,000 net realized gain from
operations for the nine month period.

For the nine months ended September 30, 1995, the Partnership had a $1.3 million
net  increase in net assets  resulting  from  operations,  comprised of the $1.8
million net realized gain from operations offset by the $498,000 decrease in net
unrealized  appreciation  of  investments  for  the  nine  month  period.  As of
September 30, 1995, the Partnership's  net assets were $10.1 million,  down $1.3
million from $11.4 million at December 31, 1994. This decrease resulted from the
$2,050,000  cash  distribution  paid to Limited  Partners  in April 1995 and the
accrued cash  distribution  of $539,000 paid to Partners in October 1995,  which
more  than  offset  the $1.3  million  increase  in net  assets  resulting  from
operations for the nine month period.

Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership  Agreement (see Note 3 of Notes
to Financial  Statements).  However,  for purposes of calculating  the net asset
value per unit of limited partnership interest,  net unrealized  appreciation or
depreciation  of  investments  has been included as if the net  appreciation  or
depreciation  had  been  realized  and  allocated  to the  Limited  Partners  in
accordance with the Partnership Agreement. Pursuant to such calculation, the net
asset value per $1,000 Unit at  September  30,  1996 and  December  31, 1995 was
$1,172 and $888, respectively.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

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

Item 5.       Other Information.

Not applicable.



<PAGE>


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

              (a)              Exhibits
<TABLE>

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

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

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

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

                  (27)         Financial Data Schedule.

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

              (b)              No reports on Form 8-K have been filed during the quarter for which this report is filed.
</TABLE>
------------------------------

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

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

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



<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



              ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP


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


By:           Merrill Lynch Venture Capital Inc.
              its General Partner


By:           /s/     Kevin K. Albert
              Kevin K. Albert
              President
              (Principal Executive Officer)


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



Date:         November 14, 1996