ML LEE ACQUISITION FUND II L P
8-K, 1999-12-28
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              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                December 28, 1999


                         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 - 14th Floor
                          New York, New York 10080-6114
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (212) 236-6577

<PAGE>
                              Item 5. Other Events


     At  the  regular  quarterly  meeting  of the  General  Partners  of  ML-Lee
Acquisition  Fund  II,  L.P.  ("Registrant")  held on  December  14,  1999,  the
Individual General Partners  determined to extend the term of Registrant,  which
was due to terminate  January 5, 2000,  for an  additional  two year period,  in
order  to  better  allow  Registrant  to deal  with  its  assets  pending  their
liquidation.  Pursuant  to  the  terms  set  forth  under  Section  2.4  of  the
Partnership  Agreement,  the term of  Registrant  will now  expire on January 5,
2002.


<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 28th day of December 1999.


              Signature                           Title


/s/ Kevin T. Seltzer
- --------------------                ML Mezzanine II Inc.
Kevin T. Seltzer                    Vice President and Treasurer
                                    (Principal Financial Officer of Registrant)




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