ML VENTURE PARTNERS II LP
8-K, 2000-08-04
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                     SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  ----------

                                   FORM 8-K

                                 CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(D) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 3, 2000



                         ML VENTURE PARTNERS II, L.P.
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              (Exact name of registrant as specified in its charter)


Delaware                                                          13-3324232
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


World Financial Center, North Tower

New York, New York                                                  10281-1326
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(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:  (212) 449-1000



<PAGE>




                                                    ML VENTURE PARTNERS II, L.P.


Item 2.  Acquisition or Disposition of Assets.

As of August 3, 2000, ML Venture Partners II, L.P. (the  "Registrant") had fully
liquidated  its  investment  of  500,000  common  shares of Burns  International
Services  Corporation  for net proceeds of $10.1  million,  compared to the $2.5
million cost of such investment.

                                                              SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

ML Venture Partners II, L.P.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

By:      MLVPII Co., L.P.
         its General Partner

By:      Merrill Lynch Venture Capital Inc.
         its General Partner

By:      /s/        James V. Bruno                                       Date:  August 4, 2000
         -----------------------------------------                              --------------
         James V. Bruno
         Vice President and Treasurer

         (Principal Financial and Accounting Officer)

</TABLE>


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