UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                     PURSUANT TO SECTION 13 OR 15(D) OR THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  June 12, 1998




                          ML-LEE ACQUISITION FUND, L.P.
     (Exact name of registrant ass specified in its governing instruments)


              Delaware                               13-3426817
   (State or other jurisdiction of        (IRS Employer Identification No.)
   incorporation or organization)



                             World Financial Center
                            South Tower - 23rd Floor
                          New York, New York 10080-6123
              (Address of principal executive office and zip code)


Registrant's telephone number, including area code: (212) 236-7339

<PAGE>
                              ITEM 5. OTHER EVENTS


     On May 27, 1998,  Playtex  Products Inc.  ("Playtex")  a Managed  Portfolio
Company of the ML-Lee  Acquisition  Fund, L.P. (the "Fund"),  completed a public
offering  in the  international  markets of  approximately  4 million  shares of
Common Stock at a net price of $13.215 per share (the  "Playtex  Offering").  Of
the 4 million shares offered,  approximately  3.8 million shares were offered by
affiliates  of the Thomas H. Lee  Company,  including  the Fund.  As part of the
Playtex Offering, the Fund sold its remaining investment in Playtex,  consisting
of approximately  1.4 million shares of Common Stock. The Fund received proceeds
of  $18.5  million  and  recognized  a gain on the sale of  approximately  $15.3
million.  Net  Distributable  Proceeds  of $37.74  per Unit will be  distributed
during July 1998 to Limited Partners of record as of May 27, 1998.

     In addition to the sale of its investment in Playtex, the Fund has sold all
but one of its remaining Portfolio Company investments during the second quarter
of 1998. On April 7, 1998,  pursuant to Rule 144 of the  Securities Act of 1933,
the Fund sold its  investment  of 25,500  shares of TLC  Beatrice  International
Holdings Common Stock for $1.3 million or $51.25 per share. During May 1998, the
Fund sold its  investment in SWO Holdings,  consisting of 250,000  shares of SWO
Holdings Common Stock, 1,430 shares of Homeland Holdings Common Stock, and 1,506
Homeland Holdings Common Stock Purchase Warrants and received aggregate proceeds
of $11,102.  The Fund also sold 567 Cole National Common Stock Purchase Warrants
during May 1998, and received proceeds of $15,593. Additionally, on May 4, 1998,
the Fund sold 2,067 Common Stock Purchase  Warrants of Magellan  Health Services
for $5,168. The sale of these Portfolio Company investments have generated total
proceeds to the Fund of $1.34 million or $2.71 per Unit.  Distributable  Capital
Proceeds related to the foregoing sales will be distributed  during July 1998 to
Limited Partners of record as of the respective dates of such sales.

     As of  June  10,  1998,  the  Fund's  remaining  investments  in  Portfolio
Companies  consist of a $1 million  Promissory  Note  related to the sale of the
Fund's  interest in  BeefAmerica  Inc., and the preferred  equity  investment in
Chadwick  Miller  (which is currently  valued at zero).  The term of the Fund is
scheduled to expire on June 15, 1998;  at the meeting held on June 5, 1998,  the
Individual  General  Partners  elected not to extend the term of the Fund.  As a
result,  the Management  Agreement  between the Investment  Adviser and the Fund
will expire on June 30, 1998, in  accordance  with its original  terms,  and the
Fund will continue its liquidation process.

     Because  the  Fund no  longer  generates  sufficient  cash  to pay  current
obligations, the Fund has available approximately $4 million of cash reserves to
cover future  expenses  including all expenses  related to the winding up of the
Fund's affairs such as administrative and custodial expenses,  and audit and tax
preparation  fees. Any proceeds received from the Promissory Note related to the
Fund's  investment in BeefAmerica Inc. as well as any remaining cash reserves in
excess  of  amounts  required  to  pay  the  Fund's  obligations  prior  to  its
termination will be distributed as a final  liquidating  distribution to Limited
Partners.
<PAGE>

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant in the capacities indicated on the 12th day of June, 1998.




      Signature                           Title
      ---------                           -----




                                    ML Mezzanine Inc.
______________________              Vice President and Treasurer
Audrey Bommer                       (Principal Financial Officer of Registrant)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OR THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  June 12, 1998

                          ML-LEE ACQUISITION FUND, L.P.
     (Exact name of registrant ass specified in its governing instruments)

              Delaware                               13-3426817
   (State or other jurisdiction of        (IRS Employer Identification No.)
   incorporation or organization)

                             World Financial Center
                            South Tower - 23rd Floor
                          New York, New York 10080-6123
              (Address of principal executive office and zip code)

Registrant's telephone number, including area code: (212) 236-7339
ITEM 5. OTHER EVENTS

     On May 27, 1998,  Playtex  Products Inc.  ("Playtex")  a Managed  Portfolio
Company of the ML-Lee  Acquisition  Fund, L.P. (the "Fund"),  completed a public
offering  in the  international  markets of  approximately  4 million  shares of
Common Stock at a net price of $13.215 per share (the  "Playtex  Offering").  Of
the 4 million shares offered,  approximately  3.8 million shares were offered by
affiliates  of the Thomas H. Lee  Company,  including  the Fund.  As part of the
Playtex Offering, the Fund sold its remaining investment in Playtex,  consisting
of approximately  1.4 million shares of Common Stock. The Fund received proceeds
of  $18.5  million  and  recognized  a gain on the sale of  approximately  $15.3
million.  Net  Distributable  Proceeds  of $37.74  per Unit will be  distributed
during July 1998 to Limited Partners of record as of May 27, 1998.

     In addition to the sale of its investment in Playtex, the Fund has sold all
but one of its remaining Portfolio Company investments during the second quarter
of 1998. On April 7, 1998,  pursuant to Rule 144 of the  Securities Act of 1933,
the Fund sold its  investment  of 25,500  shares of TLC  Beatrice  International
Holdings Common Stock for $1.3 million or $51.25 per share. During May 1998, the
Fund sold its  investment in SWO Holdings,  consisting of 250,000  shares of SWO
Holdings Common Stock, 1,430 shares of Homeland Holdings Common Stock, and 1,506
Homeland Holdings Common Stock Purchase Warrants and received aggregate proceeds
of $11,102.  The Fund also sold 567 Cole National Common Stock Purchase Warrants
during May 1998, and received proceeds of $15,593. Additionally, on May 4, 1998,
the Fund sold 2,067 Common Stock Purchase  Warrants of Magellan  Health Services
for $5,168. The sale of these Portfolio Company investments have generated total
proceeds to the Fund of $1.34 million or $2.71 per Unit.  Distributable  Capital
Proceeds related to the foregoing sales will be distributed  during July 1998 to
Limited Partners of record as of the respective dates of such sales.

     As of  June  10,  1998,  the  Fund's  remaining  investments  in  Portfolio
Companies  consist of a $1 million  Promissory  Note  related to the sale of the
Fund's  interest in  BeefAmerica  Inc., and the preferred  equity  investment in
Chadwick  Miller  (which is currently  valued at zero).  The term of the Fund is
scheduled to expire on June 15, 1998;  at the meeting held on June 5, 1998,  the
Individual  General  Partners  elected not to extend the term of the Fund.  As a
result,  the Management  Agreement  between the Investment  Adviser and the Fund
will expire on June 30, 1998, in  accordance  with its original  terms,  and the
Fund will continue its liquidation process.

     Because  the  Fund no  longer  generates  sufficient  cash  to pay  current
obligations, the Fund has available approximately $4 million of cash reserves to
cover future  expenses  including all expenses  related to the winding up of the
Fund's affairs such as administrative and custodial expenses,  and audit and tax
preparation  fees. Any proceeds received from the Promissory Note related to the
Fund's  investment in BeefAmerica Inc. as well as any remaining cash reserves in
excess  of  amounts  required  to  pay  the  Fund's  obligations  prior  to  its
termination will be distributed as a final  liquidating  distribution to Limited
Partners.
Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant in the capacities indicated on the 12th day of June, 1998.

      Signature                           Title
      ---------                           -----

                                    ML Mezzanine Inc.
______________________              Vice President and Treasurer
Audrey Bommer                       (Principal Financial Officer of Registrant)