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


                                  March 17, 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  February  28,  1998,  Signature  Brands  USA, a Managed  Company in the
portfolio of ML-Lee Acquisition Fund, L.P. (the "Fund"), and Sunbeam Corporation
("Sunbeam")  executed a definitive merger agreement whereby Sunbeam will acquire
all  the   outstanding   shares  of  Signature   Brands  USA  Common  Stock  for
approximately  $250  million  ($8.25 per share) by means of a tender  offer (the
"Tender Offer"),  and assume all the debt of Signature  Brands USA.  Pursuant to
the Tender Offer, which was executed on March 6, 1998, the Fund tendered all its
shares of Signature  Brands USA Common Stock and expects to receive  proceeds of
approximately $13 million. The Fund estimates that the maximum net Distributable
Capital  Proceeds  per Unit  will be  $26.19.  Any  distribution  of  these  net
Distributable   Capital   Proceeds   after  the  payment  of  expenses  and  the
establishment of reserves, as provided for in the Fund's Partnership  Agreement,
will be distributed  to the Fund's Limited  Partners of record as of the date of
the expiration of this Tender Offer,  which is scheduled to be on April 2, 1998,
unless the Tender Offer is extended.

     On March 3, 1998,  the Fund sold its remaining  investment  in  BeefAmerica
Inc.,  a Managed  Company in the Fund's  portfolio,  consisting  of $14  million
Senior   Preferred   Stock  and  $10  million   Junior   Preferred   Stock  (the
"Securities"),  for $1 million to Lajara II,  LLC, a limited  liability  company
owned by the  management of  BeefAmerica  Operating  Company.  The sale proceeds
consist of a $1 million  Promissory Note payable to the Fund on or before May 2,
1998.  The  Securities  have been pledged to secure the obligation of Lajara II,
LLC under the Promissory Note. Net Distributable Capital Proceeds from this sale
will be distributed  to Limited  Partners of record as of March 3, 1998, and the
Fund will recognize a loss of $23 million.
<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 17th day of March, 1998.


              Signature                           Title


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


                                    
                                    ML Mezzanine Inc.
______________________              Vice President and Assistant Treasurer
Roger F. Castoral, Jr.              (Principal Accounting 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

                                  March 17, 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  February  28,  1998,  Signature  Brands  USA, a Managed  Company in the
portfolio of ML-Lee Acquisition Fund, L.P. (the "Fund"), and Sunbeam Corporation
("Sunbeam")  executed a definitive merger agreement whereby Sunbeam will acquire
all  the   outstanding   shares  of  Signature   Brands  USA  Common  Stock  for
approximately  $250  million  ($8.25 per share) by means of a tender  offer (the
"Tender Offer"),  and assume all the debt of Signature  Brands USA.  Pursuant to
the Tender Offer, which was executed on March 6, 1998, the Fund tendered all its
shares of Signature  Brands USA Common Stock and expects to receive  proceeds of
approximately $13 million. The Fund estimates that the maximum net Distributable
Capital  Proceeds  per Unit  will be  $26.19.  Any  distribution  of  these  net
Distributable   Capital   Proceeds   after  the  payment  of  expenses  and  the
establishment of reserves, as provided for in the Fund's Partnership  Agreement,
will be distributed  to the Fund's Limited  Partners of record as of the date of
the expiration of this Tender Offer,  which is scheduled to be on April 2, 1998,
unless the Tender Offer is extended.

     On March 3, 1998,  the Fund sold its remaining  investment  in  BeefAmerica
Inc.,  a Managed  Company in the Fund's  portfolio,  consisting  of $14  million
Senior   Preferred   Stock  and  $10  million   Junior   Preferred   Stock  (the
"Securities"),  for $1 million to Lajara II,  LLC, a limited  liability  company
owned by the  management of  BeefAmerica  Operating  Company.  The sale proceeds
consist of a $1 million  Promissory Note payable to the Fund on or before May 2,
1998.  The  Securities  have been pledged to secure the obligation of Lajara II,
LLC under the Promissory Note. Net Distributable Capital Proceeds from this sale
will be distributed  to Limited  Partners of record as of March 3, 1998, and the
Fund will recognize a loss of $23 million.
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 17th day of March, 1998.

              Signature                           Title

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

                                    
                                    ML Mezzanine Inc.
______________________              Vice President and Assistant Treasurer
Roger F. Castoral, Jr.              (Principal Accounting Officer of Registrant)