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


                                 April 10, 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 April 10,  1998,  the  parties  to Seidel v.  Thomas H. Lee,  et al, No.
93-494 (JJF), a putative  class action brought on behalf of limited  partners of
the ML-Lee  Acquisition  Fund,  L.P.  (the  "Fund"),  filed with  United  States
District  Court for the  District  of  Delaware  a  Stipulation  of  Settlement,
preliminarily settling that action.

     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with  prejudice of all claims against the Fund, the Funds'  investment
advisor and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, and the Funds' Independent General Partners. Although
defendants continue to deny all liability in this action,  defendants other than
the  Fund,  have  agreed to  provide  $2.5  million  in cash and  certain  other
onsiderations  to settle the claims asserted in this action.  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 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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{"company-data": {"conformed-name": "ML LEE ACQUISITION FUND L P", "cik": "0000813343", "assigned-sic": "", "irs-number": "133426817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15669", "film-number": "98591582"}, "business-address": {"street1": "WORLD FINANCIAL CENTER", "street2": "S TOWER, 23RD FL", "city": "NEW YORK", "state": "NY", "zip": "10080-6123", "phone": "2122367303"}, "mail-address": {"street1": "WORLD FINANCIAL CENTER SOUTH TOWER", "street2": "23RD FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080"}, "former-company": {"former-conformed-name": "ML LEE MEZZANINE PARNTERS L P", "date-changed": "19870617"}}
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

                                 April 10, 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 April 10,  1998,  the  parties  to Seidel v.  Thomas H. Lee,  et al, No.
93-494 (JJF), a putative  class action brought on behalf of limited  partners of
the ML-Lee  Acquisition  Fund,  L.P.  (the  "Fund"),  filed with  United  States
District  Court for the  District  of  Delaware  a  Stipulation  of  Settlement,
preliminarily settling that action.

     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with  prejudice of all claims against the Fund, the Funds'  investment
advisor and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, and the Funds' Independent General Partners. Although
defendants continue to deny all liability in this action,  defendants other than
the  Fund,  have  agreed to  provide  $2.5  million  in cash and  certain  other
onsiderations  to settle the claims asserted in this action.  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 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)