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

                                    FORM 8-K

                                 August 9, 2001


                           Commission File # 0-17383

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

           Delaware                                        04-3028398
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                     4 World Financial Center-26th Floor
                          New York, New York 10080
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (800) 288-3694

<PAGE>
                              Item 5. Other Events

     ML-Lee  Acquisition Fund II, L.P. (the "Fund") holds a Senior  Subordinated
Note issued by Big V Supermarkets,  Inc. ("Big V") and shares of common stock of
Big V Holding  Corp.,  Big V's corporate  parent ("BVH," and together with Big V
and certain other  affiliates,  the "Big V Entities").  As discussed in previous
Fund filings, the aggregate carrying value of the Fund's investment in Big V and
BVH as of March 31, 2001 was $14.5  million.  The Fund's  previous  filings have
indicated  that the value that might be realized by the Fund with respect to its
debt and its equity  investment is dependent in large part on the outcome of the
Big V Entities'  bankruptcy cases and related litigation,  including  litigation
with Wakefern Food Corporation ("Wakefern").

     The  litigation  with  Wakefern,  which  had  been  initiated  by the Big V
Entities,  sought  a  declaration  that  Big V  could  exit  the  Wakefern  food
cooperative by tendering the shares of Wakefern owned by Big V back to Wakefern,
and  transition  to a new  supplier  and  continue to operate as an  independent
grocery  store  chain,  without  incurring a payment  obligation  to Wakefern (a
so-called  "Withdrawal Penalty") under the various agreements by and among Big V
and its  affiliates,  Wakefern  and other  members of  Wakefern  (the  "Wakefern
Litigation").  Wakefern  took the  position  that  such an effort by Big V would
trigger a Withdrawal Penalty.

     Over the course of three weeks in July 2001,  the  bankruptcy  court held a
trial in the  Wakefern  Litigation.  On August 9,  2001,  the  bankruptcy  court
indicated  that it would enter  judgment  in favor of  Wakefern in the  Wakefern
Litigation,  thereby denying the request by the Big V Entities for a declaration
that Big V could exit the Wakefern food  cooperative  by tendering the shares of
Wakefern  owned by Big V back to  Wakefern,  transition  to a new  supplier  and
continuing to operate as an independent grocery store chain, without incurring a
Withdrawal Penalty. The bankruptcy court also indicated that at some date in the
future it would  issue a written  decision  supporting  the entry of judgment in
favor of Wakefern.  However,  the bankruptcy  court did not rule on, among other
things, the amount of the payment that would be due to Wakefern if Big V were to
pursue the course of action described in the Wakefern  Litigation or whether the
payment obligation might otherwise be unenforceable.

     On August 9, 2001, the bankruptcy  court also deferred  ruling until August
23,  2001 on the  request  by the  Big V  Entities  for an  extension  of  their
exclusive period of time to propose a plan of  reorganization  in the Chapter 11
cases. The exclusive period thus has automatically been extended to that date.

     The  Fund  understands  that the Big V  Entities  are  considering  various
alternatives  in  light  of  the  bankruptcy  court's  ruling  in  the  Wakefern
Litigation.  No announcement has been made,  however, as to the course of action
that the Big V Entities will now pursue in their bankruptcy cases.

     In light of these  developments,  the  Investment  Adviser  and the General
Partners of the Fund are  currently  reviewing  the  implications  of this court
decision on Big V, BVH and the value of the Fund's debt and equity investment in
the Big V Entities.  It is possible that the carrying value of such investments,
which  was  determined  prior  to the  bankruptcy  court's  decision,  could  be
negatively impacted.

<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 13th day of August 2001.


                             ML-LEE ACQUISITION FUND II, L.P.

                             By:   Mezzanine Investments II, L.P.
                                   Managing General Partner

                             By:   ML Mezzanine II Inc.,
                                   its General Partner



Dated:  August 13, 2001        /s/ Kevin T. Seltzer
                               ----------------------------------
                                   Kevin T. Seltzer
                                   ML Mezzanine II, Inc.
                                   Vice President and Treasurer
                                  (Principal Financial Officer of Registrant)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                 August 9, 2001

                           Commission File # 0-17383

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

           Delaware                                        04-3028398
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                     4 World Financial Center-26th Floor
                          New York, New York 10080
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (800) 288-3694
Item 5. Other Events

     ML-Lee  Acquisition Fund II, L.P. (the "Fund") holds a Senior  Subordinated
Note issued by Big V Supermarkets,  Inc. ("Big V") and shares of common stock of
Big V Holding  Corp.,  Big V's corporate  parent ("BVH," and together with Big V
and certain other  affiliates,  the "Big V Entities").  As discussed in previous
Fund filings, the aggregate carrying value of the Fund's investment in Big V and
BVH as of March 31, 2001 was $14.5  million.  The Fund's  previous  filings have
indicated  that the value that might be realized by the Fund with respect to its
debt and its equity  investment is dependent in large part on the outcome of the
Big V Entities'  bankruptcy cases and related litigation,  including  litigation
with Wakefern Food Corporation ("Wakefern").

     The  litigation  with  Wakefern,  which  had  been  initiated  by the Big V
Entities,  sought  a  declaration  that  Big V  could  exit  the  Wakefern  food
cooperative by tendering the shares of Wakefern owned by Big V back to Wakefern,
and  transition  to a new  supplier  and  continue to operate as an  independent
grocery  store  chain,  without  incurring a payment  obligation  to Wakefern (a
so-called  "Withdrawal Penalty") under the various agreements by and among Big V
and its  affiliates,  Wakefern  and other  members of  Wakefern  (the  "Wakefern
Litigation").  Wakefern  took the  position  that  such an effort by Big V would
trigger a Withdrawal Penalty.

     Over the course of three weeks in July 2001,  the  bankruptcy  court held a
trial in the  Wakefern  Litigation.  On August 9,  2001,  the  bankruptcy  court
indicated  that it would enter  judgment  in favor of  Wakefern in the  Wakefern
Litigation,  thereby denying the request by the Big V Entities for a declaration
that Big V could exit the Wakefern food  cooperative  by tendering the shares of
Wakefern  owned by Big V back to  Wakefern,  transition  to a new  supplier  and
continuing to operate as an independent grocery store chain, without incurring a
Withdrawal Penalty. The bankruptcy court also indicated that at some date in the
future it would  issue a written  decision  supporting  the entry of judgment in
favor of Wakefern.  However,  the bankruptcy  court did not rule on, among other
things, the amount of the payment that would be due to Wakefern if Big V were to
pursue the course of action described in the Wakefern  Litigation or whether the
payment obligation might otherwise be unenforceable.

     On August 9, 2001, the bankruptcy  court also deferred  ruling until August
23,  2001 on the  request  by the  Big V  Entities  for an  extension  of  their
exclusive period of time to propose a plan of  reorganization  in the Chapter 11
cases. The exclusive period thus has automatically been extended to that date.

     The  Fund  understands  that the Big V  Entities  are  considering  various
alternatives  in  light  of  the  bankruptcy  court's  ruling  in  the  Wakefern
Litigation.  No announcement has been made,  however, as to the course of action
that the Big V Entities will now pursue in their bankruptcy cases.

     In light of these  developments,  the  Investment  Adviser  and the General
Partners of the Fund are  currently  reviewing  the  implications  of this court
decision on Big V, BVH and the value of the Fund's debt and equity investment in
the Big V Entities.  It is possible that the carrying value of such investments,
which  was  determined  prior  to the  bankruptcy  court's  decision,  could  be
negatively impacted.
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 13th day of August 2001.

                             ML-LEE ACQUISITION FUND II, L.P.

                             By:   Mezzanine Investments II, L.P.
                                   Managing General Partner

                             By:   ML Mezzanine II Inc.,
                                   its General Partner

Dated:  August 13, 2001        /s/ Kevin T. Seltzer
                               ----------------------------------
                                   Kevin T. Seltzer
                                   ML Mezzanine II, Inc.
                                   Vice President and Treasurer
                                  (Principal Financial Officer of Registrant)