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


                                 May 29, 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 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
of its remaining  Non-Managed  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. Additionally, on May 4, 1998, the Fund sold 2,067
Common Stock Purchase Warrants of Magellan Health Services for $5,168.  The sale
of Non-Managed  Portfolio  Company  investments have generated total proceeds to
the Fund of $1.32 million or $2.69 per Unit. Net Distributable  Capital Proceeds
will be distributed to Limited Partners of record as of the date of such sales.

      
<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 29th day of May, 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

                                 May 29, 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 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
of its remaining  Non-Managed  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. Additionally, on May 4, 1998, the Fund sold 2,067
Common Stock Purchase Warrants of Magellan Health Services for $5,168.  The sale
of Non-Managed  Portfolio  Company  investments have generated total proceeds to
the Fund of $1.32 million or $2.69 per Unit. Net Distributable  Capital Proceeds
will be distributed to Limited Partners of record as of the date of such sales.
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 29th day of May, 1998.

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

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