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

                                    FORM 8-K

                                 March 16, 1998


                         Commission File Number 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)

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

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

<PAGE>


                              ITEM 5. OTHER EVENTS


     On February 28, 1998,  First Alert,  a Managed  Company in the portfolio of
ML-Lee Acquisition Fund II, L.P. ("Fund II") and Sunbeam Corporation ("Sunbeam")
executed a definitive  merger agreement  whereby Sunbeam will acquire all of the
outstanding  shares of First Alert Common Stock for  approximately  $175 million
($5.25 per share) by means of a tender  offer (the "Tender  Offer"),  and assume
all of the debt of First Alert. Pursuant to the Tender Offer, which was executed
on March 6, 1998, Fund II tendered all of its shares of First Alert Common Stock
and expects to receive  proceeds of  approximately  $10.8 million.  The per Unit
amount to be distributed to Fund II's Limited  Partners from this transaction is
not  determinable  at this time.  Any  distribution  of these net  Distributable
Capital  Proceeds  after  the  payment  of  expenses  and the  establishment  of
reserves,  as  provided  for  in  Fund  II's  Partnership  Agreement,   will  be
distributed  to 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.

<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 16th day of March 1998.


              Signature                           Title



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



______________________              ML Mezzanine II Inc.
Roger F. Castoral, Jr.              Vice President and Assistant Treasurer
                                    (Principal Accounting Officer of Registrant)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                 March 16, 1998

                         Commission File Number 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)

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

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

     On February 28, 1998,  First Alert,  a Managed  Company in the portfolio of
ML-Lee Acquisition Fund II, L.P. ("Fund II") and Sunbeam Corporation ("Sunbeam")
executed a definitive  merger agreement  whereby Sunbeam will acquire all of the
outstanding  shares of First Alert Common Stock for  approximately  $175 million
($5.25 per share) by means of a tender  offer (the "Tender  Offer"),  and assume
all of the debt of First Alert. Pursuant to the Tender Offer, which was executed
on March 6, 1998, Fund II tendered all of its shares of First Alert Common Stock
and expects to receive  proceeds of  approximately  $10.8 million.  The per Unit
amount to be distributed to Fund II's Limited  Partners from this transaction is
not  determinable  at this time.  Any  distribution  of these net  Distributable
Capital  Proceeds  after  the  payment  of  expenses  and the  establishment  of
reserves,  as  provided  for  in  Fund  II's  Partnership  Agreement,   will  be
distributed  to 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.
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 16th day of March 1998.

              Signature                           Title

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

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