SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the Quarterly Period Ended March 31, 1998

Or

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

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


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


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

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

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

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


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


<PAGE>


                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of March 31, 1998 (Unaudited) and December 31, 1997

Schedule of Portfolio Investments as of March 31, 1998 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 1998 and 1997 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
1998 (Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
BALANCE SHEETS

<TABLE>
                                                                                         March 31, 1998       December 31,
                                                                                           (Unaudited)               1997
ASSETS

Portfolio investments, at fair value (cost $4,435,099 as of
<S>      <C> <C>      <C>                       <C> <C>                                <C>                    <C>              
   March 31, 1998 and $4,673,359 as of December 31, 1997)                              $        7,694,667     $       7,697,927
Cash and cash equivalents                                                                         101,905                85,653
Receivable from securities sold                                                                     4,794                     -
Accrued interest receivable                                                                         6,787                   480
                                                                                       ------------------     -----------------

TOTAL ASSETS                                                                           $        7,808,153     $       7,784,060
                                                                                       ==================     =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                       $           47,730     $          60,068
Due to Management Company                                                                          50,000               108,971
Due to Independent General Partners                                                                14,000                15,000
                                                                                       ------------------     -----------------
   Total liabilities                                                                              111,730               184,039
                                                                                       ------------------     -----------------

Partners' Capital:
Managing General Partner                                                                           44,368                45,754
Individual General Partners                                                                         1,718                 1,771
Limited Partners (10,248 Units)                                                                 4,390,769             4,527,928
Unallocated net unrealized appreciation of investments                                          3,259,568             3,024,568
                                                                                       ------------------     -----------------
   Total partners' capital                                                                      7,696,423             7,600,021
                                                                                       ------------------     -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                $        7,808,153     $       7,784,060
                                                                                       ==================     =================
</TABLE>


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
As of March 31, 1998
<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Americo Publishing, Inc.
<S><C>                                                                           <C>           <C>                 <C>            
8%-10% Demand Promissory Notes                                           Feb. 1994          $      364,000      $             0
-------------------------------------------------------------------------------------------------------------------------------
Data Critical Corp.*(B)
762,500 shares of Preferred Stock                                        April 1993                700,000            1,437,500
775,000 shares of Common Stock                                                                     310,000              775,000
-------------------------------------------------------------------------------------------------------------------------------
Envirogen, Inc.(A)(C)
56,000 shares of Common Stock                                            Sept. 1991                196,000               70,000
-------------------------------------------------------------------------------------------------------------------------------
Excel Energy Technologies, Ltd.*(B)
3,492 shares of Preferred Stock                                          Oct. 1993                 663,907               66,391
17 shares of Common Stock                                                                            2,500                    0
15% Promissory Note                                                                                 50,000               50,000
-------------------------------------------------------------------------------------------------------------------------------
Independent Gas Company Holdings, Inc.
464 shares of Preferred Stock                                            June 1993                 464,000              464,000
5,192 shares of Common Stock                                                                         3,336                3,336
-------------------------------------------------------------------------------------------------------------------------------
Silverado Foods, Inc.*(A)(B)(D)
705,681 shares of Common Stock                                           June 1992                 529,900              330,788
Warrant to purchase 12,121 shares of Common Stock
   at $8.25 per share, expiring 6/2/99                                                                   0                    0
Warrant to purchase 35,000 shares of Common Stock
   at $.625 per share, expiring 12/19/02                                                                 0                    0
14% Bridge Loan                                                                                    228,740              228,740
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc. (A)(B)
496,635 shares of Common Stock                                           May 1991                  921,305            3,585,084
Warrant to purchase 12,539 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                 0               36,598
-------------------------------------------------------------------------------------------------------------------------------
ZymeTx, Inc.(A)(B)
304,579 shares of Common Stock                                           July 1994                   1,411              647,230
-------------------------------------------------------------------------------------------------------------------------------

Total from Active Portfolio Investments                                                     $    4,435,099      $     7,694,667
                                                                                            ===================================

Supplemental Information: Liquidated Portfolio Investments(E)(F)

                                                                            Cost            Realized Gain                Return
Totals from Liquidated Portfolio Investments          $               5,484,037     $       994,020      $     6,478,057
                                                      ==================================================================

                                                                                            Combined Net               Combined
                                                                                           Unrealized and            Fair Value
                                                                            Cost            Realized Gain            and Return
Totals from Active & Liquidated Portfolio Investments                 $     9,919,136       $    4,253,588     $     14,172,724
                                                                      =========================================================
</TABLE>

ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited), continued
As of March 31, 1998

(A)  Public company

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

 (C) During the quarter ended March 31, 1998, the  Partnership  sold 62,000 
     shares of Envirogen,  Inc.  common stock for $83,370,
     realizing a loss of $133,630.

(D)  In February  1998,  the  Partnership  received a $25,000  payment from 
     Silverado  Foods,  Inc.,  representing a $21,260 loan
     repayment and $3,740 of interest.

(E)  In March 1998, the Partnership received $62,139,  representing a payment in
     connection   with  the  February  1995  sale  of  its  investment  in  Bace
     Manufacturing,  Inc.,  realizing a gain of $54,908 and  interest  income of
     $7,231.

(F)  Amounts  provided  for  "Supplemental  Information:   Liquidated  Portfolio
     Investments" are cumulative from inception through March 31, 1998.


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


See notes to financial statements.


<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31,


<TABLE>
                                                                                                   1998               1997
                                                                                               -------------      --------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                            <C>              <C>            
   Interest from short-term investments                                                        $       2,053    $         7,989
   Interest and other income from portfolio investments                                               10,047                  -
   Other interest income                                                                               7,292              5,300
                                                                                               -------------    ---------------
   Total investment income                                                                            19,392             13,289
                                                                                               -------------    ---------------

   Expenses:
   Management fee                                                                                     50,000             50,000
   Professional fees                                                                                  11,450              8,050
   Independent General Partners' fees                                                                 14,390             15,228
   Mailing and printing                                                                                3,354              3,629
   Custodial fees                                                                                         28              1,457
   Miscellaneous                                                                                          46                250
                                                                                               -------------    ---------------
   Total expenses                                                                                     79,268             78,614
                                                                                               -------------    ---------------

NET INVESTMENT LOSS                                                                                  (59,876)           (65,325)

Net realized (loss) gain from portfolio investments                                                  (78,722)           473,289
                                                                                               -------------    ---------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                                            (138,598)           407,964

Change in unrealized appreciation of investments                                                     235,000           (860,290)
                                                                                               -------------    ---------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                             $      96,402    $      (452,326)
                                                                                               =============    =============== 
</TABLE>


See notes to financial statements.



<PAGE>


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


<TABLE>
                                                                                                   1998               1997
                                                                                               -------------      --------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                            <C>                <C>           
Net investment loss                                                                            $     (59,876)     $     (65,325)
Adjustments to reconcile net investment loss to cash
   used for operating activities:

(Decrease) increase in payables                                                                      (72,309)            56,707
Decrease in accrued interest on short-term investments                                                     -              3,348
Increase in accrued interest receivable                                                               (6,307)                 -
                                                                                               -------------      -------------
Cash used for operating activities                                                                  (138,492)            (5,270)
                                                                                               -------------      -------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Net purchase of short-term investments                                                                     -             (2,014)
Proceeds from repayment of bridge loan                                                                21,260                  -
Proceeds from the sale of portfolio investments                                                      133,484            650,080
                                                                                               -------------      -------------
Cash provided from investing activities                                                              154,744            648,066
                                                                                               -------------      -------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions paid to Partners                                                                        -           (517,576)
                                                                                               -------------      -------------

Increase in cash and cash equivalents                                                                 16,252            125,220
Cash and cash equivalents at beginning of period                                                      85,653            380,685
                                                                                               -------------      -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $     101,905      $     505,905
                                                                                               =============      =============
</TABLE>


See notes to financial statements.



<PAGE>


ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Three Months Ended March 31, 1998


<TABLE>

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

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

Net investment loss                           (599)            (23)           (59,254)                  -              (59,876)

Net realized loss from investments            (787)            (30)           (77,905)                  -              (78,722)

Change in unrealized
appreciation of investments                      -               -                  -             235,000              235,000
                                       -----------      ----------     --------------     ---------------      ---------------

Balance at end of period               $    44,368      $    1,718     $    4,390,769(A)  $     3,259,568      $     7,696,423
                                       ===========      ==========     ==============     ===============      ===============
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized appreciation of investments, was $743.
     Cumulative cash  distributions  paid to Limited  Partners  totaled $475 per
     Unit as of March 31, 1998.


See notes to financial statements.



<PAGE>


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

1.       Organization and Purpose

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

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

2.       Significant Accounting Policies

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

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investment  Transactions - Investment  transactions  are recorded on the accrual
method.  Portfolio  investments  are  recorded on the trade  date,  the date the
Partnership  obtains an  enforceable  right to demand the  securities or payment
therefor.  Realized  gains and  losses on  investments  sold are  computed  on a
specific identification basis.


<PAGE>


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

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable  to the Partners for  inclusion  in their  respective  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from  its  net  assets  for  tax  purposes.   Net  unrealized   appreciation  of
approximately  $3.3  million  as of March  31,  1998,  which  was  recorded  for
financial  statement  purposes,  has  not  been  recognized  for  tax  purposes.
Additionally,  from  inception  to March  31,  1998,  other  timing  differences
totaling $1.0 million relating to the original sales  commissions paid and other
costs of selling  the Units have been  recorded on the  Partnership's  financial
statements but have not yet been deducted for tax purposes.

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

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

3.       Allocation of Partnership Profits and Losses

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

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

4.       Related Party Transactions

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

5.       Limitation on Operating Expenses

The Management Company has undertaken to the Partnership that it will reduce its
management  fee or otherwise  reimburse  the  Partnership  in order to limit the
annual operating  expenses of the Partnership,  exclusive of the management fee,
to an amount equal to $203,720.


<PAGE>


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



6.       Independent General Partners' Fees

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

7.       Portfolio Investments

As of March 31, 1998, the Partnership's  portfolio  investments were categorized
as follows:
<TABLE>
                                                                                                                 % of
Type of Investments                                        Cost                     Fair Value                Net Assets*
-------------------                                  ----------------             ---------------             -----------
<S>                                                  <C>                          <C>                            <C>   
Common Stock                                         $      1,964,452             $     5,448,036                70.79%
Preferred Stock                                             1,827,907                   1,967,891                25.57%
Debt Securities                                               642,740                     278,740                 3.62%
                                                     ----------------             ---------------               -------
                                                     $      4,435,099             $     7,694,667                99.98%
                                                     ================             ===============                ======

Country/Geographic Region
Oklahoma                                             $      3,407,763             $     7,157,331                93.00%
Non-Oklahoma                                                1,027,336                     537,336                 6.98%
                                                     ----------------             ---------------               -------
                                                     $      4,435,099             $     7,694,667                99.98%
                                                     ================             ===============                ======

Industry
Publishing                                           $        364,000             $             0                 0.00%
Food Manufacturing & Distribution                             758,640                     559,528                 7.27%
Energy/Natural Gas                                          1,183,743                     583,727                 7.58%
Data Communications                                         1,010,000                   2,212,500                28.75%
Environmental Technology                                      196,000                      70,000                 0.91%
Healthcare/Biotechnology                                      922,716                   4,268,912                55.47%
                                                     ----------------             ---------------                ------
                                                     $      4,435,099             $     7,694,667                99.98%
                                                     ================             ===============                ======
</TABLE>

* Represents fair value as a percentage of net assets.

8.       Subsequent Event

As of May 4, 1998,  the  Partnership  had sold its remaining  investment of 
56,000 common shares of Envirogen, Inc.for $77,338,realizing a loss of $118,662.

9.       Interim Financial Statements

In the opinion of MLOK Co., Limited Partnership, the managing general partner of
the Partnership,  the unaudited  financial  statements as of March 31, 1998, and
for the three month period then ended, reflect all adjustments necessary for the
fair presentation of the results of the interim period.


<PAGE>


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

Liquidity and Capital Resources

As of March 31, 1998, the Partnership held $101,905 in an interest-bearing  cash
account. Interest earned from such cash account for the three months ended March
31,  1998 was $2,053.  Interest  earned from  short-term  investments  in future
periods is subject to fluctuations  in short-term  interest rates and changes in
amounts available for investment in such securities.

During the quarter ended March 31, 1998, the Partnership sold certain  portfolio
investments  for a return of $138,278,  of which  $4,794 was a receivable  as of
March 31, 1998.  Additionally,  during the  quarter,  the  Partnership  received
$21,260 from the partial  repayment of a bridge loan due from  Silverado  Foods,
Inc.

The  Partnership  has fully invested its original net proceeds and will not make
investments  in  new  portfolio  companies.   Generally,  the  Partnership  will
distribute  to Partners all  proceeds  received  from the sale of its  portfolio
investments, after an adequate reserve for future operating expenses, as soon as
practicable after receipt of such proceeds.

As of March 31, 1998, the Partnership's  current  liabilities  exceeded its cash
balance  by   approximately   $10,000.   Funds  needed  to  cover  such  current
liabilities,  as  well  as  the  Partnership's  future  operating  expenses  and
follow-on investments in existing companies, will be obtained from existing cash
reserves,  interest and other  investment  income and proceeds  from the sale of
portfolio  investments.  Subsequent to the end of the quarter,  the  Partnership
realized  a cash  return  of  $77,338  from the  sale of  additional  shares  of
Envirogen, Inc. See Note 8 of notes to financial statements.

Results of Operations

For the three months ended March 31, 1998 and 1997,  the  Partnership  had a net
realized  loss  from  operations  of  $138,598  and a  net  realized  gain  from
operations of $407,964,  respectively. Net realized gain or loss from operations
is comprised of (1) net realized gain or loss from portfolio investments and (2)
net  investment  income or loss  (interest  and  other  investment  income  less
operating expenses).

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended  March 31,  1998,  the  Partnership  had a net  realized  loss of $78,722,
comprised of a realized  loss of $133,630  from the sale of 62,000 common shares
of Envirogen,  Inc.,  partially  offset by a realized gain of $54,908  resulting
from a payment  received in March 1998 in connection with the February 1995 sale
of the Partnership's investment in Bace Manufacturing, Inc. For the three months
ended March 31,  1997,  the  Partnership  had a net  realized  gain of $473,289,
primarily resulting from the sale of 90,000 common shares of CR Anthony Company.

Investment  Income and  Expenses - For the three months ended March 31, 1998 and
1997,  the  Partnership  had a net  investment  loss  of  $59,876  and  $65,325,
respectively.  The decrease in net investment  loss for the 1998 period compared
to the 1997 period,  resulted from a $6,103 increase in investment  income which
was partially offset by a $654 increase in operating  expenses.  The increase in
investment  income included a $10,047 increase in interest income from portfolio
investments  due to an  increase  in  income  producing  securities  held by the
Partnership  during  the  1998  period.  Interest  from  short-term  investments
declined by $5,936 for the 1998 period due to a decrease in funds  available for
investments in short-term securities during the 1998 period compared to the same
period in 1997.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives a  management  fee of 2.5% of the gross  capital  contributions  to the
Partnership,  reduced by selling  commissions  and  organizational  and offering
expenses paid by the Partnership,  capital distributed and realized losses, with
a minimum fee of $200,000  annually.  Such fee is determined and paid quarterly.
The  management  fee for the three  months  ended  March  31,  1998 and 1997 was
$50,000 for each period.  To the extent  possible the  management  fee and other
expenses  incurred directly by the Partnership are paid with funds provided from
operations, including proceeds from the sale of portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the three months ended March 31, 1998, the  Partnership  had a
$111,000  net  unrealized  gain,   primarily   resulting  from  the  net  upward
revaluation of certain portfolio investments.  Additionally,  during the quarter
$124,000 of unrealized  loss was transferred to realized loss resulting from the
sale of 62,000 common shares of Envirogen,  as discussed above. As a result, net
unrealized  appreciation  of  investments  increased  by $235,000  for the three
months ended March 31, 1998.

For the three months ended March 31, 1997,  the  Partnership  had a $614,081 net
unrealized  loss,  primarily  resulting  from the net  downward  revaluation  of
certain  portfolio  investments.  Additionally,  during the quarter  $246,209 of
unrealized  gain was  transferred  to realized gain  resulting  from the sale of
90,000 shares of CR Anthony,  as discussed  above.  As a result,  net unrealized
appreciation  of  investments  decreased  by $860,290 for the three months ended
March 31, 1997.

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

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

As of March 31, 1997, the Partnership's net assets were $10,266,867,  a decrease
of $452,326  from  $10,719,193  as of  December  31,  1996.  This  decrease  was
comprised of the $860,290 decrease in net unrealized appreciation of investments
partially  offset by the  $407,964  net realized  gain from  operations  for the
quarter ended March 31, 1997.

Gains or losses from investments are allocated to the Partners' capital accounts
when realized in accordance with the Partnership  Agreement (see Note 3 of Notes
to Financial  Statements).  However,  for purposes of calculating  the net asset
value per unit of limited partnership interest,  net unrealized  appreciation or
depreciation  of  investments  has been included as if the net  appreciation  or
depreciation  had  been  realized  and  allocated  to the  Limited  Partners  in
accordance with the Partnership Agreement. Pursuant to such calculation, the net
asset value per $1,000 Unit as of March 31, 1998 and  December 31, 1997 was $743
and $734, respectively.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

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

Item 5.       Other Information.

None.



<PAGE>


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

              (a)              Exhibits

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

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

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

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

                  (27)         Financial Data Schedule.

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

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

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

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

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



<PAGE>


                                   SIGNATURES



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



              ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP


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


By:           Merrill Lynch Venture Capital Inc.
              its General Partner


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


By:           /s/     Robert Aufenanger
              Robert Aufenanger
              Executive Vice President and Director


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



Date:         May 15, 1998