SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-14871
NOTIFICATION OF LATE FILING
(Check One): Form 10-K[ ]Form 11-K[ ]Form 20-F[ ]Form 10-Q[X]Form N SAR
For Period Ended: June 26, 1998
[ ]Transition Report on Form 10-K [ ]Transition Report on Form 10-Q
[ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR
[ ]Transition Report on Form 11-K
For the Transition Period Ended:___________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a position of the filing checked above,
identify the Item(s) to which the notification relates:____________________
___________________________________________________________________________
Part I. Registrant Information
Full name of registrant__ML Media Partners, L.P._______________________
Former name if applicable
___________________________________________________________________________
Address of principal executive office (Street and number)
____World Financial Center, South Tower - 14th Floor________
City, State and Zip Code____New York, NY 10080-6114________
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense.
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FORM 12b-25
_______________________________________________________________________
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-
F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The registrant was unable to complete all financial information.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Elizabeth McNey Yates (212)980-7110
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
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FORM 12b-25
ML Media Partners, L.P.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By: Media Management Partners
By: RP Media Management
By: IMP Media Management, Inc.
Date 8/11/98 By: /s/Elizabeth McNey Yates
Elizabeth McNey Yates
Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign
on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
