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)  May 11, 2006
                                                   --------------
  
                               ML MEDIA PARTNERS, L.P.
  
                            -----------------------------
  
                 (Exact Name of Registrant as Specified in Charter)
  
  Delaware                            0-14871                       13-3321085
  --------                            -------                       ----------
  (State or Other             (Commission File Number)            (IRS Employer
  Jurisdiction of                                               Identification No)
  Incorporation)
  
  
  
                             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 1.01.   Entry into a Material Definitive Agreement
  
        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 of the sale of the interests in the Joint Venture
  to San Juan Cable LLC (the "Buyer"). The Partnership's Net Sale Proceeds and all
  of the proceeds of the sale payable to Century have been held in an escrow
  account pending resolution of the litigations described in the Partnership's
  Annual Report on Form 10-K for the year ended December 31, 2005. Pursuant to the
  Settlement Agreement, (a) Century retained the right to receive 100% of (i) the
  $13.5 million deferred purchase price payable by the Buyer, (ii) any portion of
  the $25 million in the Indemnity Escrow Account not paid to the Buyer, and (iii)
  any amount in the Plan Funding Reserve not required to satisfy claims against
  the Joint Venture, and (b) Adelphia and Century agreed to indemnify and hold the
  Partnership harmless from any liabilities to the Buyer (including any purchase
  price adjustment payable to the Buyer), any liabilities excluded from the sale
  to the Buyer, and any liabilities relating to the ownership or operation of the
  Joint Venture.
  
        The Settlement Agreement is subject to Bankruptcy Court approval. A
  hearing to approve the Settlement Agreement is expected to be held within two to
  three weeks.
  
       It is anticipated that the Partnership's Net Sales Proceeds will be paid to
  the Partnership on or before May 19, 2006 (before the Settlement Agreement is
  approved). The Settlement Amount will be paid to the Partnership only upon entry
  of a final order of the Bankruptcy Court approving the Settlement Agreement
  after the Bankruptcy Court hearing. If the Settlement Agreement is not approved,
  the Partnership can still retain the $263 million distributed to it, however,
  the litigations would continue and the Partnership would continue to accrue
  additional costs related thereto. If the Settlement Agreement is approved by
  order of the Bankruptcy Court, such order will be subject to appeal. There can
  be no assurance that the Settlement Agreement will be approved, or if approved,
  would not be appealed.
  
        Upon payment of the Settlement Amount, the parties will exchange general
  releases of any claims between them, other than claims for breach of the
  Settlement Agreement.
  
        A copy of the Settlement Agreement is attached as an exhibit to this
  Report.
  
  Item 901.  Financial Statements and Exhibits
  --------   ---------------------------------
  
        (a) Settlement Agreement dated as of May 11, 2006 among the Partnership,
  Adelphia, Century and the Joint Venture.
  
  <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:  May 12, 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": "06836006"}, "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)  May 11, 2006
                                                   --------------
  
                               ML MEDIA PARTNERS, L.P.
  
                            -----------------------------
  
                 (Exact Name of Registrant as Specified in Charter)
  
  Delaware                            0-14871                       13-3321085
  --------                            -------                       ----------
  (State or Other             (Commission File Number)            (IRS Employer
  Jurisdiction of                                               Identification No)
  Incorporation)
  
                             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 1.01.   Entry into a Material Definitive Agreement
  
        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 of the sale of the interests in the Joint Venture
  to San Juan Cable LLC (the "Buyer"). The Partnership's Net Sale Proceeds and all
  of the proceeds of the sale payable to Century have been held in an escrow
  account pending resolution of the litigations described in the Partnership's
  Annual Report on Form 10-K for the year ended December 31, 2005. Pursuant to the
  Settlement Agreement, (a) Century retained the right to receive 100% of (i) the
  $13.5 million deferred purchase price payable by the Buyer, (ii) any portion of
  the $25 million in the Indemnity Escrow Account not paid to the Buyer, and (iii)
  any amount in the Plan Funding Reserve not required to satisfy claims against
  the Joint Venture, and (b) Adelphia and Century agreed to indemnify and hold the
  Partnership harmless from any liabilities to the Buyer (including any purchase
  price adjustment payable to the Buyer), any liabilities excluded from the sale
  to the Buyer, and any liabilities relating to the ownership or operation of the
  Joint Venture.
  
        The Settlement Agreement is subject to Bankruptcy Court approval. A
  hearing to approve the Settlement Agreement is expected to be held within two to
  three weeks.
  
       It is anticipated that the Partnership's Net Sales Proceeds will be paid to
  the Partnership on or before May 19, 2006 (before the Settlement Agreement is
  approved). The Settlement Amount will be paid to the Partnership only upon entry
  of a final order of the Bankruptcy Court approving the Settlement Agreement
  after the Bankruptcy Court hearing. If the Settlement Agreement is not approved,
  the Partnership can still retain the $263 million distributed to it, however,
  the litigations would continue and the Partnership would continue to accrue
  additional costs related thereto. If the Settlement Agreement is approved by
  order of the Bankruptcy Court, such order will be subject to appeal. There can
  be no assurance that the Settlement Agreement will be approved, or if approved,
  would not be appealed.
  
        Upon payment of the Settlement Amount, the parties will exchange general
  releases of any claims between them, other than claims for breach of the
  Settlement Agreement.
  
        A copy of the Settlement Agreement is attached as an exhibit to this
  Report.
  
  Item 901.  Financial Statements and Exhibits
  --------   ---------------------------------
  
        (a) Settlement Agreement dated as of May 11, 2006 among the Partnership,
  Adelphia, Century and the Joint Venture.
  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:  May 12, 2006                    By /s/Elizabeth McNey Yates
                                             ---------------------------
                                             Elizabeth McNey Yates