content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                            ---------------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
           Date of report (Date of earliest event reported) JUNE 2, 2006
  
                              ML MEDIA PARTNERS, L.P.
                           -----------------------------
  
                 (Exact Name of Registrant as Specified in Charter)
  
  DELAWARE                          0-14871                   13-3321085
  --------                          -------                   ----------
  (State or Other Jurisdiction   (Commission File Number)    (IRS Employer
  of Incorporation)                                           Identification No)
  
  
  
                            Four World Financial Center
                              NEW YORK, NEW YORK 10080
                 (Address of Principal Executive Offices)(Zip Code)
  
  Registrant's telephone number, including area code: 800-288-3694
  
                                   NOT APPLICABLE
           (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the form 8-K filing in intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act (17
  CFR 230.425)
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12)
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240.14d-2(b))
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  
  ITEM 8.01.   OTHER EVENTS
  
           On May 11, 2006, ML Media Partners, L.P. (the "Partnership") entered
  into a Settlement Agreement and Mutual General Release (the "Settlement
  Agreement") dated as of May 11, 2006 with Adelphia Communications Corp.
  ("Adelphia"), Century Communications Corp. ("Century") and the bankruptcy estate
  of Century/ML Cable Venture (the "Joint Venture").
  
           Pursuant to the Settlement Agreement, Adelphia and Century agreed to
  pay to the Partnership the amount of $87 million ("Settlement Amount") in
  settlement of all litigations and claims of the Partnership against them, and
  Adelphia and Century agreed that the Partnership could withdraw all of the
  approximately $263 million representing the Partnership's 50% share (the
  "Partnership's Net Sales Proceeds") of the net proceeds from the sale of the
  interests in the Joint Venture to San Juan Cable LLC (the "Buyer"). See
  Registrant's Current Report on Form 8-K dated May 11, 2006 for more information
  on the terms of the Settlement Agreement.
  
           The Settlement Agreement was approved by the Bankruptcy Court on May
  22, 2006 and the approval became final on June 2, 2006. On June 2, 2006, the
  Settlement Amount was paid to the Partnership and the parties exchanged general
  releases of any claims between them, other than claims for breach of the
  Settlement Agreement.
  
  
  <PAGE>
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                  ML MEDIA PARTNERS, L.P.
  
                                                  By:  Media Management Partners
  
                                                  By:  RP Media Management
  
                                                  By:  IMP Media Management, Inc.
  
  Dated:  June 2, 2006                            By  /s/Elizabeth McNey Yates
                                                      --------------------------
                                                      Elizabeth McNey Yates
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metadata_filer: {"company-data": {"conformed-name": "ML MEDIA PARTNERS LP", "cik": "0000785959", "assigned-sic": "4833", "irs-number": "133221085", "state-of-incorporation": "NY", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14871", "film-number": "06886200"}, "business-address": {"street1": "4 WORLD FINANCIAL CENTER", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080", "phone": "800-288-3694"}, "mail-address": {"street1": "95 GREENE STREET", "street2": "7TH FLOOR", "city": "JERSEY CITY", "state": "NJ", "zip": "07302-3815"}}
text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                            ---------------------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
           Date of report (Date of earliest event reported) JUNE 2, 2006
  
                              ML MEDIA PARTNERS, L.P.
                           -----------------------------
  
                 (Exact Name of Registrant as Specified in Charter)
  
  DELAWARE                          0-14871                   13-3321085
  --------                          -------                   ----------
  (State or Other Jurisdiction   (Commission File Number)    (IRS Employer
  of Incorporation)                                           Identification No)
  
                            Four World Financial Center
                              NEW YORK, NEW YORK 10080
                 (Address of Principal Executive Offices)(Zip Code)
  
  Registrant's telephone number, including area code: 800-288-3694
  
                                   NOT APPLICABLE
           (Former Name or Former Address, if Changed Since Last Report)
  
  Check the appropriate box below if the form 8-K filing in intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act (17
  CFR 230.425)
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12)
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240.14d-2(b))
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240.13e-4(c))
  ITEM 8.01.   OTHER EVENTS
  
           On May 11, 2006, ML Media Partners, L.P. (the "Partnership") entered
  into a Settlement Agreement and Mutual General Release (the "Settlement
  Agreement") dated as of May 11, 2006 with Adelphia Communications Corp.
  ("Adelphia"), Century Communications Corp. ("Century") and the bankruptcy estate
  of Century/ML Cable Venture (the "Joint Venture").
  
           Pursuant to the Settlement Agreement, Adelphia and Century agreed to
  pay to the Partnership the amount of $87 million ("Settlement Amount") in
  settlement of all litigations and claims of the Partnership against them, and
  Adelphia and Century agreed that the Partnership could withdraw all of the
  approximately $263 million representing the Partnership's 50% share (the
  "Partnership's Net Sales Proceeds") of the net proceeds from the sale of the
  interests in the Joint Venture to San Juan Cable LLC (the "Buyer"). See
  Registrant's Current Report on Form 8-K dated May 11, 2006 for more information
  on the terms of the Settlement Agreement.
  
           The Settlement Agreement was approved by the Bankruptcy Court on May
  22, 2006 and the approval became final on June 2, 2006. On June 2, 2006, the
  Settlement Amount was paid to the Partnership and the parties exchanged general
  releases of any claims between them, other than claims for breach of the
  Settlement Agreement.
  SIGNATURES
  
       Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                  ML MEDIA PARTNERS, L.P.
  
                                                  By:  Media Management Partners
  
                                                  By:  RP Media Management
  
                                                  By:  IMP Media Management, Inc.
  
  Dated:  June 2, 2006                            By  /s/Elizabeth McNey Yates
                                                      --------------------------
                                                      Elizabeth McNey Yates