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


                                  JANUARY 27, 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 January 6, 1998 the ML-Lee  Acquisition  Fund,  L.P. (the  "Fund"),  and
affiliates of the Thomas H. Lee Company  including  ML-Lee  Acquisition Fund II,
L.P. and ML-Lee  Acquisition  Fund  (Retirement  Accounts)  II, L.P.,  (the "Lee
Affiliates", and together with the Fund, the ("Selling Stockholders") sold their
remaining  holdings  of  common  stock  in  Stanley  Furniture   Company,   Inc.
("Stanley"), a managed company in the Fund's portfolio. The common stock of each
of the  Selling  Stockholders  was  sold  pursuant  to a Form  S-3  Registration
Statement,  which  was  filed by  Stanley  on  December  22,  1997 and  declared
effective by the  Securities  and Exchange  Commission  on December 23, 1997. In
connection  with the sale, the Fund sold its remaining  400,719 shares of common
stock and received net proceeds of $10.8 million or $27 per share. Distributable
Capital Proceeds, as defined in the Partnership Agreement, from the sale will be
distributed  to Limited  Partners  of record as of January 6, 1998.  The maximum
amount that could be distributed to Limited Partners (based on a distribution of
the entire $10.8 million) would be $21.97 per Unit; however,  this amount may be
reduced by Fund expenses paid from such  proceeds and reserves  established,  if
any, to fund anticipated cash flow shortfalls of the Fund in the future.

<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 27th day of January, 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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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

                                  JANUARY 27, 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 January 6, 1998 the ML-Lee  Acquisition  Fund,  L.P. (the  "Fund"),  and
affiliates of the Thomas H. Lee Company  including  ML-Lee  Acquisition Fund II,
L.P. and ML-Lee  Acquisition  Fund  (Retirement  Accounts)  II, L.P.,  (the "Lee
Affiliates", and together with the Fund, the ("Selling Stockholders") sold their
remaining  holdings  of  common  stock  in  Stanley  Furniture   Company,   Inc.
("Stanley"), a managed company in the Fund's portfolio. The common stock of each
of the  Selling  Stockholders  was  sold  pursuant  to a Form  S-3  Registration
Statement,  which  was  filed by  Stanley  on  December  22,  1997 and  declared
effective by the  Securities  and Exchange  Commission  on December 23, 1997. In
connection  with the sale, the Fund sold its remaining  400,719 shares of common
stock and received net proceeds of $10.8 million or $27 per share. Distributable
Capital Proceeds, as defined in the Partnership Agreement, from the sale will be
distributed  to Limited  Partners  of record as of January 6, 1998.  The maximum
amount that could be distributed to Limited Partners (based on a distribution of
the entire $10.8 million) would be $21.97 per Unit; however,  this amount may be
reduced by Fund expenses paid from such  proceeds and reserves  established,  if
any, to fund anticipated cash flow shortfalls of the Fund in the future.
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 27th day of January, 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)