ML MEDIA OPPORTUNITY PARTNERS L P ET AL
10-Q/A, 1995-03-10
CABLE & OTHER PAY TELEVISION SERVICES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                                
                           FORM 10-Q/A
                                
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                 For the quarterly period ended
                       September 30, 1994
                         Amendment No. 1
                                
                             0-16690
                    (Commission File Number)
                                
               ML MEDIA OPPORTUNITY PARTNERS, L.P.
     (Exact name of registrant as specified in its governing
                          instruments)
                                
                            Delaware
          (State or other jurisdiction of organization)
                                
                           13-3429969
                (IRS Employer Identification No.)
                                
                     World Financial Center
                    South Tower - 14th Floor
                 New York, New York  10080-6114
(Address of principal executive offices)     (Zip Code)
                                
Registrant's telephone number, including area code:
(212) 236-6472

<PAGE>

This Form 10-Q/A, Amendment #1, for ML Media Opportinity Partners, L.P.
("Registrant") for the period ended 9/30/94 is filed to
incorporate a "Financial Data Schedule" which is required to be
filed with electronic filings that include financial statements
of a Registrant for a recent fiscal year or interim year-to-date
period, or both, for which financial statements had not been
previously filed with the Commission.  Such financial data
schedule was omitted  from the Form 10-Q for the period ended 9/30/94,
filed on 11/14/94.
<PAGE>

                   PART II - OTHER INFORMATION


Item 7.  Financial Data Schedule - Exhibit 27


<PAGE>
                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.


                               ML MEDIA OPPORTUNITY PARTNERS, L.P.
                               By: Media Opportunity Management Partners
                                   General Partner
                               
                               By: ML Opportunity Management Inc.
                               
                       
Dated: March 10, 1995          /s/ David G. Cohen
                                   David G. Cohen
                                   Treasurer
                                   (principal financial officer
                                    and principal accounting
                                    officer)
                               
                               
                                
<PAGE>
   
                                
                                    EXHIBIT INDEX
                                
    
                                
                                
   
<TABLE>
<CAPTION>
                                
EXHIBIT                              
NUMBER      DESCRIPTION              PAGE NUMBER
                                             
<S>         <C>                      <C>
                                             
27          Financial Data Schedule  
                                             
</TABLE>                             
                                     
                                


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the 3rd Quarter 1994 Form 10-Q Consolidated Balance Sheets and Consolidated 
Statements of Operations as of September 30, 1994, and is qualified in
its entirety by reference to such financial statements. 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          12,448
<SECURITIES>                                         0
<RECEIVABLES>                                    4,350
<ALLOWANCES>                                       269
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          18,717
<DEPRECIATION>                                  12,879
<TOTAL-ASSETS>                                  63,768
<CURRENT-LIABILITIES>                                0
<BONDS>                                         43,000
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                       7,257
<TOTAL-LIABILITY-AND-EQUITY>                    63,768
<SALES>                                              0
<TOTAL-REVENUES>                                11,022
<CGS>                                                0
<TOTAL-COSTS>                                    5,033
<OTHER-EXPENSES>                                 4,221
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,890
<INCOME-PRETAX>                                (5,532) 
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (5,532)
<DISCONTINUED>                                 (6,185)      
<EXTRAORDINARY>                                130,330        
<CHANGES>                                            0
<NET-INCOME>                                   118,613 
<EPS-PRIMARY>                                 1,047.08       
<EPS-DILUTED>                                        0
        

</TABLE>


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