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

                                    FORM 8-K

                                 April 02, 1997


                         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 2, 1997, Anchor Advanced  Products,  Inc., a Delaware  corporation
("Anchor"),  and a portfolio  company of ML-Lee  Acquisition Fund II, L.P. ("the
Fund"),   completed  a   recapitalization   pursuant  to  which  Anchor   issued
$100,000,000  aggregate  principal  amount of Senior  Notes due 2004 and entered
into  a  new  credit   facility  (the   "Recapitalization").   As  part  of  the
Recapitalization,  Anchor  repaid  substantially  all of its  outstanding  debt,
including all accrued interest thereon and any premiums in connection therewith.
As  a  result,  Anchor  repaid  the  principal  amounts  of  $13,689,000  Senior
Subordinated Note and Junior  Subordinated Note held by the Fund,  together with
all accrued interest thereon and prepayment  premiums  totalling $827,070.

     Immediately prior to the Recapitalization, the Fund owned 162,967 shares of
the common stock of Anchor Holdings, Inc., a Delaware corporation and the parent
company  of  Anchor  ("Holdings").  Immediately  after the  consummation  of the
Recapitalization,  the Fund exercised its warrants to purchase  common stock (at
an exercise price of $9.50 per share) and acquired an additional  247,710 shares
of common stock of Holdings,  bringing the total shares of Holdings common stock
to 410,677 shares.  In connection with the  Recapitalization,  Holdings,  paid a
dividend  to all  holders  of its  common  stock of  record  as of April 2, 1997
(including common stock issued upon exercise of the warrants),  in the amount of
$19.02 per share.  As a result of such dividend,  the Fund received an aggregate
of $5,457,832, net of the exercise price for the warrants.

     Net  Distributable   Capital  Proceeds,   as  defined  in  the  Partnership
Agreement,  to the Fund of $81.89 per Unit are expected to be distributed on May
15, 1997 to partners of record as of April 2, 1997.

<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 2nd day of May, 1997.


              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 02, 1997

                         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 2, 1997, Anchor Advanced  Products,  Inc., a Delaware  corporation
("Anchor"),  and a portfolio  company of ML-Lee  Acquisition Fund II, L.P. ("the
Fund"),   completed  a   recapitalization   pursuant  to  which  Anchor   issued
$100,000,000  aggregate  principal  amount of Senior  Notes due 2004 and entered
into  a  new  credit   facility  (the   "Recapitalization").   As  part  of  the
Recapitalization,  Anchor  repaid  substantially  all of its  outstanding  debt,
including all accrued interest thereon and any premiums in connection therewith.
As  a  result,  Anchor  repaid  the  principal  amounts  of  $13,689,000  Senior
Subordinated Note and Junior  Subordinated Note held by the Fund,  together with
all accrued interest thereon and prepayment  premiums  totalling $827,070.

     Immediately prior to the Recapitalization, the Fund owned 162,967 shares of
the common stock of Anchor Holdings, Inc., a Delaware corporation and the parent
company  of  Anchor  ("Holdings").  Immediately  after the  consummation  of the
Recapitalization,  the Fund exercised its warrants to purchase  common stock (at
an exercise price of $9.50 per share) and acquired an additional  247,710 shares
of common stock of Holdings,  bringing the total shares of Holdings common stock
to 410,677 shares.  In connection with the  Recapitalization,  Holdings,  paid a
dividend  to all  holders  of its  common  stock of  record  as of April 2, 1997
(including common stock issued upon exercise of the warrants),  in the amount of
$19.02 per share.  As a result of such dividend,  the Fund received an aggregate
of $5,457,832, net of the exercise price for the warrants.

     Net  Distributable   Capital  Proceeds,   as  defined  in  the  Partnership
Agreement,  to the Fund of $81.89 per Unit are expected to be distributed on May
15, 1997 to partners of record as of April 2, 1997.
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 2nd day of May, 1997.

              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)