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, 1999

Or

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

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


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


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

10830 E 45th Street
Suite 307
Tulsa, Oklahoma                                                           74146
-------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

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

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


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

<PAGE>


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of June 30, 1999 (Unaudited) and December 31, 1998

Schedule of Portfolio Investments as of June 30, 1999 (Unaudited)

Statements of Operations for the Three and Six Months Ended June 30, 1999 and
1998 (Unaudited)

Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998
(Unaudited)

Statement of Changes in Partners' Capital for the Six Months Ended June 30,
1999 (Unaudited)

Notes to Financial Statements (Unaudited)

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

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities and Use of Proceeds.

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, 1999          December 31,
                                                                                           (Unaudited)               1998
ASSETS

<S>                                       <C>
Portfolio investments at fair value (cost $2,013,720 as of
   June 30, 1999 and $2,625,384 as of December 31, 1998)                                  $      4,259,375    $       6,367,148
Short-term investments, at amortized cost                                                          298,861                    -
Cash and cash equivalents                                                                        1,006,141              731,956
Accrued interest receivable                                                                              -               28,778
                                                                                          ----------------    -----------------

TOTAL ASSETS                                                                              $      5,564,377    $       7,127,882
                                                                                          ================    =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                     $         32,856    $          61,845
Due to Management Company                                                                           69,650              137,649
Due to Independent General Partners                                                                 12,000               15,000
                                                                                          ----------------    -----------------
   Total liabilities                                                                               114,506              214,494
                                                                                          ----------------    -----------------

Partners' Capital:
Managing General Partner                                                                            32,042               31,716
Individual General Partners                                                                          1,241                1,229
Limited Partners (10,248 Units)                                                                  3,170,933            3,138,679
Unallocated net unrealized appreciation of investments                                           2,245,655            3,741,764
                                                                                          ----------------    -----------------
   Total partners' capital                                                                       5,449,871            6,913,388
                                                                                          ----------------    -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      5,564,377    $       7,127,882
                                                                                          ================    =================

</TABLE>

See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of June 30, 1999
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     Initial Investment
Investment                                                                  Date                  Cost               Fair Value
Data Critical Corp.*(B)
Wireless data transmission
<C>                                                                          <C>            <C>                  <C>
762,500 shares of Preferred Stock                                      April 1993           $      700,000       $    1,437,500
775,000 shares of Common Stock                                                                     310,000              775,000
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.(A)(B)(E)
Gourmet snacks and food products
705,681 shares of Common Stock                                         June 1992                   529,900                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
-----------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)(D)
Urological disease management
329,174 shares of Common Stock                                         May 1991                    472,702            1,599,549
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
Viral diagnostics and therapeutics
279,579 shares of Common Stock                                         July 1994                     1,118              447,326
-------------------------------------------------------------------------------------------------------------------------------
Totals from Active Portfolio Investments                                                    $    2,013,720       $    4,259,375
                                                                                            ==============       ==============

Supplemental Information - Liquidated Portfolio Investments: (C) (D)
                                                                                                  Realized
                                                                               Cost              Gain (Loss)         Return
Totals from Liquidated Portfolio Investments                              $    7,959,334       $   1,028,713     $    8,988,047
                                                                          ==============       =============     ==============

                                                                                               Combined          Combined
                                                                                              Unrealized and     Fair Value
                                                                               Cost           Realized Gain      and Return

Totals from Active and Liquidated Portfolio Investments               $        9,973,054     $       3,274,368  $    13,247,422
                                                                      ==================     =================  ===============
</TABLE>

(A)      Public company

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

(C)      Amounts provided for "Supplemental  Information:  Liquidated  Portfolio
         Investments" are cumulative from inception through June 30, 1999.

(D)      During the quarter ended June 30, 1999, the Partnership sold 150,000
         common shares of UroCor,  Inc. for $799,965,  realizing a gain
         of $417,041.

(E)      The Partnership's warrant to purchase 12,121 shares of Silverado Foods,
         Inc. common stock expired on 6/2/99 unexercised.

*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,

                                                                       1999           1998            1999            1998
                                                                 -------------   --------------  --------------   -------------
INVESTMENT INCOME AND EXPENSES


   Income:
<S>                                                              <C>              <C>            <C>               <C>
   Interest from short-term investments                          $       7,430    $       2,062  $        16,960   $      4,115
   Interest and other income (loss) from portfolio
     investments                                                             -            9,454          (28,778)        19,501
   Other interest income                                                     -                3                -          7,295
                                                                 -------------    -------------  ---------------   ------------
   Total investment income                                               7,430           11,519          (11,818)        30,911
                                                                 -------------    -------------  ---------------   ------------

   Expenses:
   Management fee                                                       40,000           50,000           80,000        100,000
   Professional fees                                                    11,514           16,031           34,140         27,481
   Independent General Partners' fees                                   12,000           15,453           23,500         29,843
   Mailing and printing                                                  3,071            4,775            7,717          8,129
   Custodial fees                                                          500               90            1,007            118
   Miscellaneous                                                           456            1,244            1,425          1,290
                                                                 -------------    -------------  ---------------   ------------
   Total expenses                                                       67,541           87,593          147,789        166,861
                                                                 -------------    -------------  ---------------   ------------

NET INVESTMENT LOSS                                                    (60,111)         (76,074)        (159,607)      (135,950)

Net realized gain (loss) from portfolio investments                    417,041         (765,846)         192,199       (844,568)
                                                                 -------------    -------------  ---------------   ------------

NET REALIZED GAIN (LOSS) FROM
   OPERATIONS                                                          356,930         (841,920)          32,592       (980,518)

Change in unrealized appreciation of investments                      (394,134)         727,279       (1,496,109)       962,279
                                                                 -------------    -------------  ---------------   ------------

NET DECREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                     $     (37,204)   $    (114,641) $    (1,463,517)  $    (18,239)
                                                                 =============    =============  ===============   =============

</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>


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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                          <C>                   <C>
Net investment loss                                                                          $     (159,607)       $   (135,950)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

Decrease in payables, net                                                                           (99,988)            (45,163)
Increase in accrued interest on short-term investments                                               (1,220)                  -
Decrease (increase) in accrued interest receivable                                                   28,778             (12,154)
                                                                                             --------------        ------------
Cash used for operating activities                                                                 (232,037)           (193,267)
                                                                                             --------------        ------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                                     803,863             234,839
Proceeds from the repayment of note and bridge loan                                                       -              71,260
Net purchase of short-term investments                                                             (297,641)                  -
                                                                                             ---------------       ------------
Cash provided from investing activities                                                             506,222             306,099
                                                                                             --------------        ------------

Increase in cash and cash equivalents                                                               274,185             112,832
Cash and cash equivalents at beginning of period                                                    731,956              85,653
                                                                                             --------------        ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $    1,006,141        $    198,485
                                                                                             ==============        ============

</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, 1999
<TABLE>



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

<S>                                    <C>              <C>            <C>                <C>                  <C>
Balance at beginning of period         $    31,716      $    1,229     $    3,138,679     $     3,741,764      $     6,913,388

Net investment loss                         (1,596)            (62)          (157,949)                  -             (159,607)

Net realized gain from investments           1,922              74            190,203                   -              192,199

Change in unrealized
   appreciation of investments                   -               -                  -          (1,496,109)          (1,496,109)
                                       -----------      ----------     --------------     ---------------      ---------------

Balance at end of period               $    32,042      $    1,241     $    3,170,933(A)  $     2,245,655      $     5,449,871
                                       ===========      ==========     ==============     ===============      ===============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $526.
     Cumulative cash  distributions  paid to limited  partners  totaled $560 per
     Unit as of June 30, 1999.


See notes to financial statements.





<PAGE>


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

1.       Organization and Purpose

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

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments in new or developing  companies,  primarily
Oklahoma  companies,  and other special investment  situations.  The Partnership
does not engage in any other business or activity.  The Managing General Partner
is working toward the ultimate termination of the Partnership,  with an emphasis
on  liquidating  the  remaining  assets  as soon as  practical  with the goal of
maximizing returns. The Partnership's  originally scheduled termination date was
December 31, 1998. In November 1998, the  Individual  General  Partners voted to
extend  the term of the  Partnership  for an  additional  two-year  period.  The
Partnership  is now scheduled to terminate no later than December 31, 2000.  The
Individual General Partners have the right to extend the term of the Partnership
for an additional  two-year  period if they  determine that such extension is in
the best interest of the Partnership.

2.       Significant Accounting Policies

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

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities as of 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

<PAGE>


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

or payment thereof.  Realized gains and losses on investments sold are computed
on a specific identification basis.

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the Partners for  inclusion  in their  respective  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from  its  net  assets  for  tax  purposes.   Net  unrealized   appreciation  of
approximately $2.2 million as of June 30, 1999, which was recorded for financial
statement purposes, has not been recognized for tax purposes. Additionally, from
inception to June 30, 1999,  other timing  differences  totaling  $1.5  million,
including  the original  sales  commissions  paid and other costs of selling the
Units have been recorded on the Partnership's  financial statements but have not
yet been deducted for tax purposes.

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

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

3.       Allocation of Partnership Profits and Losses

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

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

4.       Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at an  annual  rate of 2.5%  of the  gross  capital
contributions   to  the   Partnership,   reduced  by  selling   commissions  and
organizational   and  offering   expenses  paid  by  the  Partnership,   capital
distributed  and realized  losses,  with a minimum  annual fee of  $200,000.  In
connection with the extension of term of the Partnership, the Management Company
agreed to reduce the minimum  management fee from $200,000 to $160,000 per annum
effective as of January 1, 1999. Such fee is determined and paid quarterly.

5.       Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent   General  Partners  had  received  $16,000  annually  in  quarterly
installments through December 31, 1998. In connection with the

<PAGE>


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

extension of the term of the Partnership, the Individual General Partners agreed
to reduce the annual fee paid to each  Independent  General Partner from $16,000
to $12,000 effective as of January 1, 1999. In addition,  the Individual General
Partners  receive  $1,000 for each  meeting of the  General  Partners  attended,
$1,000 for each committee  meeting attended ($500 if a committee meeting is held
on the same day as a meeting of the General Partners) and $500 for meetings held
by telephone conference.

6.       Limitation on Operating Expenses

The Management Company has undertaken to the Partnership that it will reduce its
management  fee or otherwise  reimburse  the  Partnership  in order to limit the
annual operating  expenses of the Partnership,  exclusive of the management fee,
to an amount not to exceed $203,720.

7.       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, 1999, and for
the three and six month periods then ended,  reflect all  adjustments  necessary
for the fair presentation of the results of the interim period.

8.       Classification of Portfolio Investments
<TABLE>

As of June 30, 1999, the Partnership's  portfolio investments,  all of which are
located in the state of Oklahoma, were categorized as follows:

Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>
Common Stock                                         $      1,313,720             $     2,821,875                51.78%
Preferred Stock                                               700,000                   1,437,500                26.38%
                                                     ----------------             ---------------           -----------
                                                     $      2,013,720             $     4,259,375                78.16%
                                                     ================             ===============           ===========

Industry
Healthcare/Biotechnology                             $        473,820             $     2,046,875                37.56%
Data Communications                                         1,010,000                   2,212,500                40.60%
Food Manufacturing & Distribution                             529,900                           0                 0.00%
                                                     ----------------             ---------------            ----------
                                                     $      2,013,720             $     4,259,375                78.16%
                                                     ================             ===============            ==========
</TABLE>

*Represents fair value as a percentage of net assets.

9.       Subsequent Events

Subsequent  to the end of the quarter,  in July 1999,  the  Partnership  sold an
additional 30,000 common shares of UroCor, Inc. for $116,244,  which resulted in
a realized gain of $69,744 for the quarter ending September 30, 1999.

In August 1999, the General  Partners  approved a cash  distribution to Partners
totaling  $828,444.  The  distribution  will be paid in  October  1999.  Limited
Partners of record on September 30, 1999 will receive $819,840, or $80 per Unit.
Additionally, the Individual General Partners will receive $320 and the Managing
General Partner will receive $8,284.




<PAGE>


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

Liquidity and Capital Resources

As of June 30, 1999,  the  Partnership  held $298,861 in short-term  investments
with maturities of less than one year and $1,006,141 in an interest-bearing cash
account.  Interest  earned  from such  investments  for the three and six months
ended June 30, 1999 totaled $7,430 and $16,960,  respectively.  Interest  earned
from such investments in future periods is subject to fluctuations in short-term
interest  rates  and  changes  in  amounts  available  for  investment  in  such
securities.

The  Managing   General  Partner  is  working  toward  the  termination  of  the
Partnership,  with an emphasis on  liquidating  the remaining  assets as soon as
practical  with the goal of maximizing  returns.  The  Partnership's  originally
scheduled  termination  date was  December  31,  1998.  In  November  1998,  the
Individual  General  Partners voted to extend the term of the Partnership for an
additional  two-year  period.  The  Partnership is now scheduled to terminate no
later than December 31, 2000. However,  the Individual General Partners have the
right to extend the term of the Partnership for an additional two-year period if
they determine that such extension is in the best interest of the Partnership.

The  Partnership  has fully invested its original net proceeds and will not make
investments  in  new  portfolio  companies.   Generally,  the  Partnership  will
distribute 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
and proceeds from the sale of portfolio investments.

As discussed  below,  during the quarter the  Partnership  sold  150,000  common
shares of UroCor, Inc. for $799,965. Additionally,  subsequent to the end of the
quarter,  in July 1999, the Partnership sold an additional  30,000 common shares
of UroCor for $116,244.

In August 1999, the General  Partners  approved a cash  distribution to Partners
totaling  $828,444.  The  distribution  will be paid in  October  1999.  Limited
Partners of record on September 30, 1999 will receive $819,840, or $80 per Unit.
Additionally, the Individual General Partners will receive $320 and the Managing
General Partner will receive $8,284.

Results of Operations

For the three and six months  ended June 30,  1999,  the  Partnership  had a net
realized  gain from  operations of $356,930 and $32,592,  respectively.  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.  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,  1999,  the  Partnership  had a net  realized  gain from
portfolio investments of $417,041 and $192,199,  respectively. The realized gain
for the three  months  ended June 30,  1999,  resulted  from the sale of 150,000
common  shares of UroCor,  Inc. in the public  market for net proceeds  totaling
$799,965.  During the three months ended March 31, 1999, the  Partnership  had a
net  realized  loss from  portfolio  investments  of $224,842,  consisting  of a
$228,740  realized loss from the  write-off of the remaining  cost of the bridge
loan due from Silverado Foods, Inc.,  partially offset by a $3,898 realized gain
resulting from a payment  received in connection  with the February 1995 sale of
the Partnership's investment in Bace Manufacturing, Inc.

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  LLC.  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.

Investment  Income and  Expenses - For the three  months ended June 30, 1999 and
1998,  the  Partnership  had a net  investment  loss  of  $60,111  and  $76,074,
respectively.  The $15,963  favorable change in net investment loss for the 1999
period compared to the 1998 period resulted from a $20,052 decrease in operating
expenses  offset by a $4,089  decrease in  investment  income.  The  decrease in
investment income primarily  consisted of a $9,454 decline in interest and other
income from portfolio investments, reflecting the elimination of interest income
due on the  Silverado  Foods  bridge loan,  which was written off in 1999.  This
decrease  was  offset  by  a  $5,368   increase  in  interest  from   short-term
investments,   primarily  due  to  an  increase  in  funds  available  for  such
investments  during the 1999 period  compared  to the same  period in 1998.  The
decrease in operating  expenses reflected the reduced annual management fee from
$200,000 to $160,000  effective  January 1, 1999, as discussed below, as well as
the reduction of the annual fee paid to each  Independent  General  Partner from
$16,000 to $12,000 also effective January 1, 1999. See Notes 4 and 5 of Notes to
Financial  Statements.  Professional  fees, mailing and printing costs and other
expenses  also declined for the three months ended June 30, 1999 compared to the
same period in 1998.

For the six  months  ended June 30,  1999 and 1998,  the  Partnership  had a net
investment loss of $159,607 and $135,950,  respectively. The $23,657 unfavorable
change in net  investment  loss for the 1999 period  compared to the 1998 period
resulted from a $42,729  decrease in  investment  income  partially  offset by a
$19,072  decrease in  operating  expenses.  The  decrease in  investment  income
included  a  $48,279  decline  in  interest  and  other  income  from  portfolio
investments,  resulting  from  the  elimination  of  interest  income  from  the
Silverado  Foods bridge loan and  reversal,  during 1999,  of $28,778 of accrued
interest on such  bridge  loan.  The  Partnership  had $7,295 of other  interest
income during the 1998 period  resulting  from an escrow  payment  received from
Bace  Manufacturing,  Inc.  during the 1998 period.  This  reduction to interest
income for the 1999 period was offset by a $12,845  increase  in  interest  from
short-term  investments.  The increase in interest from  short-term  investments
primarily was due to the increase in funds  available for such  investments  for
the 1999 period  compared to the same period in 1998.  The decrease in operating
expenses  primarily  resulted from the reduction in the  management fee and fees
paid to each Independent  General  Partner,  as discussed above. The decrease in
the management fee and Independent  General  Partners' fees was partially offset
by an increase in  professional  fees incurred  during the six months ended June
30, 1999,  reflecting legal costs incurred in connection with the  Partnership's
investment in Americo  Publishing,  Inc.  during the first quarter of 1999.  The
Management Company is responsible for the management and administrative services
necessary for the operation of the Partnership.  The Management Company receives
a management fee of 2.5% of the gross capital  contributions to the Partnership,
reduced by selling  commissions and organizational and offering expenses paid by
the Partnership,  capital distributed and realized losses, with a minimum annual
fee of $160,000,  which was reduced from $200,000 effective January 1, 1999. See
Note 4 of  Notes  to  Financial  Statements.  Such  fee is  determined  and paid
quarterly in arrears. The management fee for the three and six months ended June
30, 1999 was $40,000 and $80,000, respectively. The management fee for the three
and six months ended June 30, 1998 was $50,000 and  $100,000,  respectively.  To
the extent  possible  the  management  fee and other  expenses  incurred  by the
Partnership  are paid  with  funds  provided  from  operations,  which  includes
proceeds from the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  of
Investments  - For the six months ended June 30,  1999,  the  Partnership  had a
$1,147,783  net unrealized  loss resulting from the net downward  revaluation of
its investment in UroCor,  Inc. and ZymeTx,  Inc.  Unrealized  appreciation  was
further  reduced for the period due to the transfer of $348,326 from  unrealized
gain to  realized  gain  resulting  from the sale of  150,000  common  shares of
UroCor,  as  discussed  above.  As a  result,  net  unrealized  appreciation  of
investments declined by $1,496,109 for the six month period ended June 30, 1999.

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.  Unrealized  appreciation was further  increased for the
period due to the transfer of $850,016  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.

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

As of June 30, 1999, the Partnership's net assets were $5,449,871,  reflecting a
decrease of  $1,463,517  from net assets of  $6,913,388 as of December 31, 1998.
This  decrease was  comprised of the $32,592 net realized  gain from  operations
offset by the $1,496,109 decrease in net unrealized  appreciation of investments
for the six months ended June 30, 1999.

As of June 30, 1998, the Partnership's net assets were $7,581,782,  reflecting a
decrease of $18,239 from net assets of $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.

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, 1999 and  December  31, 1998 was $526
and $668, respectively.

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

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

The  Administrator  has  assessed its  computer  hardware and software  systems,
specifically  as they relate to the  operations of the  Partnership.  As part of
this investigation of potential Y2K concerns, the Administrator  contracted with
an outside  computer  service  provider  to examine  all of the  Administrator's
computer hardware and software applications. This review and evaluation has been
completed.  Additionally,  the  Administrator  has  completed  the  purchase and
installation  of the  necessary  software  upgrades and patches and new computer
hardware   required  for  its  computer   systems  to  be  Y2K  compliant.   The
Administrator expects to complete the testing of its systems by October 1999.

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

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

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


<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

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

The  Partnership's   portfolio  investments  had  an  aggregate  fair  value  of
$4,259,375  as of June 30,  1999.  An assumed 10% decline  from this fair value,
including  an  assumed  10%  decline  of the  per  share  market  prices  of the
Partnership's  publicly  traded  securities,  would result in a reduction to the
fair value of such investments and a corresponding unrealized loss of $425,938.

As of June 30, 1999, the  Partnership  held discounted  commercial  paper with a
remaining maturity of less than 30 days. This short-term  investment was carried
at an aggregate  amortized  cost of $298,861 as of June 30, 1999. An assumed 10%
increase in the market interest rates of such short-term investments held by the
Partnership  as of June 30, 1999,  would result in a reduction to the fair value
of such  investments and a corresponding  unrealized loss which is considered to
be immaterial.

Market risk  relating  to the  Partnership's  interest-bearing  cash equivalents
held as of June 30,  1999 is also  considered  to be immaterial.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities and Use of Proceeds.

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/     David G. Cohen
              David G. Cohen
              Vice President


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



Date:         August 16, 1999