ML TECHNOLOGY VENTURES LP
10-Q/A, 1995-07-13
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

                                Amendment No. 1


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

For the Quarterly Period Ended September 30, 1994

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 2-91941


                          ML TECHNOLOGY VENTURES, L.P.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                        <C>       
Delaware                                                                   13-3213176
(State or other jurisdiction of                                            (I.R.S. Employer Identification No.)
incorporation or organization)

World Financial Center, North Tower
New York, New York                                                         10281-1327
(Address of principal executive offices)                                   (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (212) 449-1000

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>


                                   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 TECHNOLOGY VENTURES, L.P.


By:           ML R&D Co., L.P.
              its General Partner

By:           Merrill Lynch R&D Management Inc.
              its General Partner


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


By:           /s/     Joseph W. Sullivan
              Joseph W. Sullivan
              Treasurer
              (Principal Financial and Accounting Officer)



Date:         July 13, 1995



<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.

Not applicable.

Item 5.       Other Information.

None.

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

              (a)  Exhibits

                   (4)               (A) Amended and  Restated  Certificate  and
                                     Agreement  of  Limited  Partnership  of the
                                     Partnership  dated as of April 23, 1984, as
                                     amended through February 22, 1985, included
                                     as  Exhibit  A to  the  Prospectus  of  the
                                     Partnership dated March 11, 1985.*

                          (B)        (i) Amendment  dated August 20, 1985 to the
                                     Amended  and   Restated   Certificate   and
                                     Agreement  of  Limited  Partnership  of the
                                     Partnership.**

                          (B)        (ii) Amendment dated August 28, 1985 to the
                                     Amended  and   Restated   Certificate   and
                                     Agreement  of  Limited  Partnership  of the
                                     Partnership.***

                    (10) (a) Management Agreement dated as of May 23, 1991 among
                         the  Partnership,  Management  Company and the Managing
                         General Partner.****



<PAGE>


                    (10) (b)  Sub-Management  Agreement dated as of May 23, 1991
                         among the Partnership, Management Company, the Managing
                         General Partner and the Sub-Manager.****

                   (27)              Financial Data Schedule.

              (b) No reports on Form 8-K have been filed since the  beginning of
the period covered by this report.


- ------------------------------


*        Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1984  filed  with the
         Securities and Exchange Commission on August 12, 1985.

**       Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1985 filed with the Securities
         and Exchange Commission on November 12, 1985.

***      Incorporated by reference to the Partnership's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1986 filed with the Securities and
         Exchange Commission on May 14, 1986.

****     Incorporated  by reference to the  Partnership's  Annual Report on Form
         10-K for the  fiscal  year  ended  December  31,  1991  filed  with the
         Securities and Exchange Commission on March 30, 1992.



<PAGE>




<TABLE> <S> <C>


<ARTICLE>                                                                 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION   EXTRACTED  FROM  ML
TECHNOLOGY  VENTURES,  L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
SEPTEMBER  30,  1994 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                         9-MOS
<FISCAL-YEAR-END>                                               DEC-31-1994
<PERIOD-START>                                                   JAN-1-1994
<PERIOD-END>                                                   SEP-30-1994
<CASH>                                                              467,524
<SECURITIES>                                                      2,919,347
<RECEIVABLES>                                                     5,706,561
<ALLOWANCES>                                                              0
<INVENTORY>                                                               0
<CURRENT-ASSETS>                                                          0
<PP&E>                                                                    0
<DEPRECIATION>                                                            0
<TOTAL-ASSETS>                                                    9,093,432
<CURRENT-LIABILITIES>                                               193,055
<BONDS>                                                                   0
<COMMON>                                                                  0
                                                     0
                                                               0
<OTHER-SE>                                                                0
<TOTAL-LIABILITY-AND-EQUITY>                                      9,093,432
<SALES>                                                                   0
<TOTAL-REVENUES>                                                  1,318,156
<CGS>                                                                     0
<TOTAL-COSTS>                                                             0
<OTHER-EXPENSES>                                                    191,453
<LOSS-PROVISION>                                                          0
<INTEREST-EXPENSE>                                                        0
<INCOME-PRETAX>                                                           0
<INCOME-TAX>                                                              0
<INCOME-CONTINUING>                                                       0
<DISCONTINUED>                                                            0
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                        134,957
<EPS-PRIMARY>                                                             0
<EPS-DILUTED>                                                             0



</TABLE>


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