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

                                    FORM 8-K

                                 April 10, 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 April 10, 1998, ML-Lee  Acquisition Fund II, L.P. ("Fund II") and ML-Lee
Acquisition  Fund  (Retirement  Accounts) II, L.P., (the  "Retirement  Fund" and
together with Fund II, "the Funds"),  the parties to ML-Lee Acquisition Fund II,
L.P. and ML-Lee  Acquisition  Fund  (Retirement  Accounts)  II, L.P.  Securities
Litigation  No.  92-60(JJF)  Seidel,  et ano v. Thomas H. Lee, et al, No. 94-422
(JJF) and Seidel, et ano v. Thomas H. Lee, et al, No. 95-724 (JJF),  three class
actions  brought on behalf of limited  partners of the Funds,  filed with United
States District Court for the District of Delaware,  a Stipulation of Settlement
preliminarily settling these actions.


     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with prejudice of all claims against the Funds, the Funds'  Investment
Adviser and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, the Funds' counsel and the Funds' Independent General
Partners.  Although  defendants continue to deny all liability in these actions,
defendants, other than the Funds, have agreed to provide cash of $16 million and
certain other  considerations to settle the claims asserted in these actions. In
addition,  certain  affiliates of Thomas H. Lee, a General Partner of the Funds,
have  agreed to provide up to $14 million for  purchases  of the Funds'  limited
partnership units pursuant to a liquidity option to be offered to eligible class
members. The Court has not yet set a date for a hearing to consider settlement.

<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 10th day of April 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

                                 April 10, 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 April 10, 1998, ML-Lee  Acquisition Fund II, L.P. ("Fund II") and ML-Lee
Acquisition  Fund  (Retirement  Accounts) II, L.P., (the  "Retirement  Fund" and
together with Fund II, "the Funds"),  the parties to ML-Lee Acquisition Fund II,
L.P. and ML-Lee  Acquisition  Fund  (Retirement  Accounts)  II, L.P.  Securities
Litigation  No.  92-60(JJF)  Seidel,  et ano v. Thomas H. Lee, et al, No. 94-422
(JJF) and Seidel, et ano v. Thomas H. Lee, et al, No. 95-724 (JJF),  three class
actions  brought on behalf of limited  partners of the Funds,  filed with United
States District Court for the District of Delaware,  a Stipulation of Settlement
preliminarily settling these actions.

     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with prejudice of all claims against the Funds, the Funds'  Investment
Adviser and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, the Funds' counsel and the Funds' Independent General
Partners.  Although  defendants continue to deny all liability in these actions,
defendants, other than the Funds, have agreed to provide cash of $16 million and
certain other  considerations to settle the claims asserted in these actions. In
addition,  certain  affiliates of Thomas H. Lee, a General Partner of the Funds,
have  agreed to provide up to $14 million for  purchases  of the Funds'  limited
partnership units pursuant to a liquidity option to be offered to eligible class
members. The Court has not yet set a date for a hearing to consider settlement.
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 10th day of April 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)