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 20, 2005
                                                    -------------
  
                               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 Rue 13e-4(c) under the Exchange
  Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  Item 8.01.  Other Events
              ------------
  
           On June 3, 2005, ML Media Partners, L.P. (the "Partnership") and
  Century Communications Corporation ("Century") entered into an Interest
  Acquisition Agreement (the "Agreement") among the Partnership, Century,
  Century-ML Cable Venture (the "Joint Venture"), Century-ML Cable Corp ("C-ML
  Cable Corp.") and San Juan Cable LLC (the "Buyer") pursuant to which, subject to
  the terms and conditions of the Agreement, the Partnership and Century have
  agreed to sell their interests (the "Interests") in the Joint Venture to the
  Buyer, a newly-formed Puerto Rico limited liability company of which MidOcean
  Partners, L.P., Crestview Partners and other investors will be the members as of
  the closing date. The Partnership and Century each own 50% of the Joint Venture
  and C-ML Cable Corp. is a wholly-owned subsidiary of the Joint Venture. The
  Joint Venture, directly or through C-ML Cable Corp., owns and operates two cable
  television systems in Puerto Rico (the "Systems"). Entry into the Agreement was
  previously reported on a Form 8-K dated June 3, 2005.
  
           Consummation of the sale of the Interests is subject to numerous
  conditions. There can be no assurances that the conditions to closing of the
  sale will be satisfied or that the closing will occur.
  
           The proceeds of the sale of the Interests will be held in escrow
  pending the resolution of the litigations between the Partnership, Century,
  Adelphia Communications Corp. and Highland Holding, and can only be released
  upon order of the Bankruptcy Court.
  
           As stated in the earlier filing, pursuant to the Agreement, Century,
  the Partnership and the Joint Venture have agreed not to solicit, initiate or
  participate in negotiations with respect to a sale of the Interests or the
  assets of the Joint Venture and C-ML Cable Corp. (with a fiduciary exception
  only in favor of Century), so that there will be no bankruptcy auction of the
  Interests, and that the Buyer will be entitled to an expense reimbursement and
  break-up fee under certain circumstances. Such "no shop" and break-up fee and/or
  expense reimbursement provisions were subject to Bankruptcy Court approval. On
  June 20, 2005, the Bankruptcy Court entered an order authorizing the break-up
  fee and/or expense reimbursement and the no shop provisions set forth in the
  Agreement.
  
           A copy of the Agreement is attached as Exhibit 10.1 and incorporated
  herein by reference.
  
  Item 9.01.  Financial Statements and Exhibits.
              ---------------------------------
  
           Exhibit 10.1.  Interest  Acquisition  Agreement dated as of June 3,
  2005 by and among ML Media Partners,  L.P., Century Communications  Corporation,
  Century-ML Cable Venture, Century-ML Cable Corp. and San Juan Cable LLC
  
  
  <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  30, 2005                  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": "05929446"}, "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 20, 2005
                                                    -------------
  
                               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 Rue 13e-4(c) under the Exchange
  Act (17 CFR 240.13e-4(c))
  Item 8.01.  Other Events
              ------------
  
           On June 3, 2005, ML Media Partners, L.P. (the "Partnership") and
  Century Communications Corporation ("Century") entered into an Interest
  Acquisition Agreement (the "Agreement") among the Partnership, Century,
  Century-ML Cable Venture (the "Joint Venture"), Century-ML Cable Corp ("C-ML
  Cable Corp.") and San Juan Cable LLC (the "Buyer") pursuant to which, subject to
  the terms and conditions of the Agreement, the Partnership and Century have
  agreed to sell their interests (the "Interests") in the Joint Venture to the
  Buyer, a newly-formed Puerto Rico limited liability company of which MidOcean
  Partners, L.P., Crestview Partners and other investors will be the members as of
  the closing date. The Partnership and Century each own 50% of the Joint Venture
  and C-ML Cable Corp. is a wholly-owned subsidiary of the Joint Venture. The
  Joint Venture, directly or through C-ML Cable Corp., owns and operates two cable
  television systems in Puerto Rico (the "Systems"). Entry into the Agreement was
  previously reported on a Form 8-K dated June 3, 2005.
  
           Consummation of the sale of the Interests is subject to numerous
  conditions. There can be no assurances that the conditions to closing of the
  sale will be satisfied or that the closing will occur.
  
           The proceeds of the sale of the Interests will be held in escrow
  pending the resolution of the litigations between the Partnership, Century,
  Adelphia Communications Corp. and Highland Holding, and can only be released
  upon order of the Bankruptcy Court.
  
           As stated in the earlier filing, pursuant to the Agreement, Century,
  the Partnership and the Joint Venture have agreed not to solicit, initiate or
  participate in negotiations with respect to a sale of the Interests or the
  assets of the Joint Venture and C-ML Cable Corp. (with a fiduciary exception
  only in favor of Century), so that there will be no bankruptcy auction of the
  Interests, and that the Buyer will be entitled to an expense reimbursement and
  break-up fee under certain circumstances. Such "no shop" and break-up fee and/or
  expense reimbursement provisions were subject to Bankruptcy Court approval. On
  June 20, 2005, the Bankruptcy Court entered an order authorizing the break-up
  fee and/or expense reimbursement and the no shop provisions set forth in the
  Agreement.
  
           A copy of the Agreement is attached as Exhibit 10.1 and incorporated
  herein by reference.
  
  Item 9.01.  Financial Statements and Exhibits.
              ---------------------------------
  
           Exhibit 10.1.  Interest  Acquisition  Agreement dated as of June 3,
  2005 by and among ML Media Partners,  L.P., Century Communications  Corporation,
  Century-ML Cable Venture, Century-ML Cable Corp. and San Juan Cable LLC
  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  30, 2005                  By  /s/Elizabeth McNey Yates
                                              ------------------------
                                              Elizabeth McNey Yates