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 28, 1996




                            ML-LEE ACQUISITION FUND II, L.P.
     (Exact name of registrant as specified in its governing instruments)


              Delaware                               04-3028398
   (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



     Pursuant to a Redemption  and  Repurchase  Agreement by and among  National
Tobacco  Company,  LP, a  portfolio  company of ML Lee  Acquisition  Fund II, LP
("Fund II"), and certain existing lenders, on May 17, 1996, Fund II received net
proceeds of $5.2  million  from the  redemption  of its  investment  in National
Tobacco. The proceeds consisted of the prepayment of the Subordinated Note, plus
all accrued and unpaid interest,  and the redemption of the partnership interest
in National  Tobacco.  Fund II  recognized a gain of $1.3 million from the sale.
Pursuant to the terms of the  Partnership  Agreement,  net  distributable  cash
proceeds will be distributed to Limited Partners of record as of May 17, 1996.
[{"type": "8-K", "sequence": "1", "description": "NATIONAL TOBACCO COMAPNY, LP", "secsgml_size_bytes": 1719}]
{"company-data": {"conformed-name": "ML LEE ACQUISITION FUND II L P", "cik": "0000840334", "assigned-sic": "[]", "irs-number": "043028398", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17383", "film-number": "96573071"}, "business-address": {"street1": "WORLD FINANCIAL CENTER", "street2": "SOUTH TOWER 23RD FLOOR", "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": "LEE T H ACQUISITION FUND II L P", "date-changed": "19890802"}}
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 28, 1996

                            ML-LEE ACQUISITION FUND II, L.P.
     (Exact name of registrant as specified in its governing instruments)

              Delaware                               04-3028398
   (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

     Pursuant to a Redemption  and  Repurchase  Agreement by and among  National
Tobacco  Company,  LP, a  portfolio  company of ML Lee  Acquisition  Fund II, LP
("Fund II"), and certain existing lenders, on May 17, 1996, Fund II received net
proceeds of $5.2  million  from the  redemption  of its  investment  in National
Tobacco. The proceeds consisted of the prepayment of the Subordinated Note, plus
all accrued and unpaid interest,  and the redemption of the partnership interest
in National  Tobacco.  Fund II  recognized a gain of $1.3 million from the sale.
Pursuant to the terms of the  Partnership  Agreement,  net  distributable  cash
proceeds will be distributed to Limited Partners of record as of May 17, 1996.