- 1 -
                                        SECURITIES AND EXCHANGE COMMISSION

                                              WASHINGTON, D. C. 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):  September 15, 1998



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


Oklahoma                                                0-17198      73-1329487
==============================================================================
(State or other jurisdiction of (Commission File No.)          (I.R.S. Employer
incorporation or organization)                              Identification No.)

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



<PAGE>




                ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP


Item 5.  Other Events.

On September 15, 1998, ML Oklahoma Venture  Partners,  Limited  Partnership (the
"Partnership") received $1,278,800,  representing the net proceeds from the sale
of its investment in Independent  Gas Company  Holdings,  Inc. (the  "Company"),
realizing a gain of $811,464.  Such  investment was sold back to Independent Gas
Company in connection with a recapitalization  of the Company.  The sale will be
recorded  by the  Partnership  in its  interim  report  for the  quarter  ending
September 30, 1998.

On September 28, 1998, the General Partners of the Partnership,  approved a cash
distribution  totaling $880,222 to be paid to Partners in October 1998.  Limited
Partners of record on September  30, 1998 will receive  $871,080 or $85 per unit
of limited partnership interest, and the General Partners will receive $9,142.


                                   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 hereunto 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/     Robert Aufenanger            Date:    September 28, 1998
              ---------------------------------             ------------------
              Robert Aufenanger
              Executive Vice President and Director
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3235}]
{"company-data": {"conformed-name": "ML OKLAHOMA VENTURE PARTNERS LIMITED PARTNERSHIP", "cik": "0000837227", "assigned-sic": "0000", "irs-number": "731329487", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "814-00066", "film-number": "98715829"}, "business-address": {"street1": "6100 S YALE", "street2": "ONE WARREN PL STE 2019", "city": "TULSA", "state": "OK", "zip": "74136", "phone": "9184916700"}, "mail-address": {"street1": "6100 SOUTH YALE", "street2": "ONE WARREN PLACE - SUITE 2019", "city": "TULSA", "state": "OK", "zip": "74136"}}
- 1 -
                                        SECURITIES AND EXCHANGE COMMISSION

                                              WASHINGTON, D. C. 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):  September 15, 1998

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

Oklahoma                                                0-17198      73-1329487
==============================================================================
(State or other jurisdiction of (Commission File No.)          (I.R.S. Employer
incorporation or organization)                              Identification No.)

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
ML OKLAHOMA VENTURE PARTNERS, LIMITED PARTNERSHIP

Item 5.  Other Events.

On September 15, 1998, ML Oklahoma Venture  Partners,  Limited  Partnership (the
"Partnership") received $1,278,800,  representing the net proceeds from the sale
of its investment in Independent  Gas Company  Holdings,  Inc. (the  "Company"),
realizing a gain of $811,464.  Such  investment was sold back to Independent Gas
Company in connection with a recapitalization  of the Company.  The sale will be
recorded  by the  Partnership  in its  interim  report  for the  quarter  ending
September 30, 1998.

On September 28, 1998, the General Partners of the Partnership,  approved a cash
distribution  totaling $880,222 to be paid to Partners in October 1998.  Limited
Partners of record on September  30, 1998 will receive  $871,080 or $85 per unit
of limited partnership interest, and the General Partners will receive $9,142.

                                   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 hereunto 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/     Robert Aufenanger            Date:    September 28, 1998
              ---------------------------------             ------------------
              Robert Aufenanger
              Executive Vice President and Director