UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
May 29, 1996_ 0-16690
(Date of earliest report) (Commission File Number)
ML MEDIA OPPORTUNITY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
New York 13-3429969
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
World Financial Center, South Tower, New York, New York 10080-6108
(Address of Principal Executive Offices) (Zip Code)
(212) 236-6577
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On May 29, 1996, Registrant sold all of its 1,090,162
shares of common stock of Western Wireless Corporation ("WWC") at
a price of $23.50 per share in an initial public offering of
shares of common stock of WWC. The 1,090,162 shares of WWC sold
by Registrant were all of the shares of WWC held by Registrant,
after giving effect to a 3.1 to 1 stock split immediately prior
to the offering. The net proceeds to the Registrant from the
sale of the shares of WWC, after payment of underwriter's
commissions in connection with the sale, was $24,017,088.
The net proceeds of the sale of the shares of WWC will
be applied to pay expenses relating to the sale and other debts
and obligations of the Registrant, and the remaining proceeds
will be distributed in accordance with the terms of the
Registrant's Partnership Agreement.<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: RP Opportunity Management,
L.P., General Partner
By: IMP Opportunity Management,
Inc.
Dated: June 10, 1996 By: s/ Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
