SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Quarterly Period Ended March 31, 2002

Or

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the transition period from                  to
                             Commission file number 0-17383


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


Delaware                                                         04-3028398
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

4 World Financial Center, 26th Floor
New York, New York                                                     10080
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(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code: (800) 288-3694

Title of each Class                 Name of each exchange on which registered
-----------------------------------------------------------------------------
None                                                          Not applicable
---------------------------------------------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

                           Units of Limited Partnership Interest
                                        (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No


<PAGE>


                                              ML-LEE ACQUISITION FUND II, L.P.

                                      INDEX

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Statements of Assets, Liabilities and Partners' Capital as of March 31, 2002
and December 31, 2001 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 2002 and 2001
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2001
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended
March 31, 2002 (Unaudited)

Schedule of Investments as of March 31, 2002 (Unaudited)

Notes to Financial Statements (Unaudited)

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities and Use of Proceeds.

Item 3.       Defaults upon Senior Securities.

Item 4.       Submission of Matters to a Vote of Security Holders.

Item 5.       Other Information.

Item 6.       Exhibits and Reports on Form 8-K.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

ML-LEE ACQUISITION FUND II, L.P.
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL (Unaudited)
(dollars in thousands)
<table>

<c>
                                                                                          March 31,         December 31,
                                                                                            2002                   2001
                                                                                     ------------------     ------------------
Assets

Investments:
     Portfolio investments at fair value (cost $16,050 as of
         March 31, 2002 and December 31, 2001)                                          $          -            $           -
     Temporary investments at amortized cost                                                  19,666                   19,798
Cash - interest bearing                                                                          211                      274
Prepaid insurance                                                                                 13                       15
                                                                                        ------------            -------------

Total Assets                                                                            $     19,890            $      20,087
                                                                                        ============            =============

Liabilities and Partners' Capital

Liabilities:
Reimbursable administrative expenses payable                                            $        155            $         113
Accounts payable and accrued expenses                                                            106                      104
Due to Independent General Partners                                                                7                        5
                                                                                        ------------            -------------
     Total Liabilities                                                                           268                      222
                                                                                        ------------            -------------

Partners' Capital:
Individual General Partner                                                                        11                       11
Managing General Partner                                                                         579                      580
Limited Partners (221,745 Units)                                                              19,032                   19,274
                                                                                        ------------            -------------
     Total Partners' Capital                                                                  19,622                   19,865
                                                                                        ------------            -------------

Total Liabilities and Partners' Capital                                                 $     19,890            $      20,087
                                                                                        ============            =============
</table>



See notes to financial statements.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended March 31,
(dollars in thousands)
<table>

<c>
                                                                                            2002                     2001
                                                                                       --------------           -------------

Investment Income and Expenses

Investment Income:
   Interest from portfolio investments                                                  $          -            $          23
   Interest from temporary investments                                                            86                      283
                                                                                        ------------            -------------
   Total investment income                                                                        86                      306
                                                                                        ------------            -------------

Expenses:
   Investment advisory fee                                                                        83                      166
   Fund administration fee                                                                        56                       56
   Reimbursable administrative expenses                                                           84                       56
   Independent General Partners' fees and expenses                                                23                       28
   Legal fees                                                                                     81                       46
   Insurance expense                                                                               2                        2
                                                                                        ------------            -------------
   Total expenses                                                                                329                      354
                                                                                        ------------            -------------

Net Investment Loss                                                                     $       (243)           $         (48)
                                                                                        ============            =============
</table>



See notes to financial statements.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31,
(dollars in thousands)
<table>

<c>
                                                                                                 2002                2001
                                                                                              ------------        ------------

Cash Flows From Operating Activities:
     Interest income                                                                           $     107             $     312
     Investment advisory fee                                                                         (83)                 (166)
     Fund administration fee                                                                         (56)                  (56)
     Reimbursable administrative expenses                                                            (42)                  (45)
     Independent General Partners' fees and expenses                                                 (21)                  (33)
     Legal fees                                                                                      (79)                  (31)
     Net redemption (purchase) of temporary investments                                              111                  (110)
     Cost of portfolio investments purchased                                                           -                   (11)
                                                                                               ---------             ---------

Net Cash Used In Operating Activities                                                                (63)                 (140)

Cash at Beginning of Period                                                                          274                   162
                                                                                               ---------             ---------

Cash at End of Period                                                                          $     211             $      22
                                                                                               =========             =========



Reconciliation of net investment loss to net cash used in operating activities:

Net investment loss                                                                            $    (243)            $     (48)
                                                                                               ---------             ---------

Adjustments to reconcile net investment loss to net cash used in operating
     activities:

     Decrease (increase) in investments at cost                                                      132                  (110)
     Decrease in accrued interest receivable                                                           -                     6
     Increase in other receivable                                                                      -                   (12)
     Decrease in prepaid expenses, net                                                                 2                     2
     Increase in reimbursable administrative expenses payable                                         42                    11
     Increase (decrease) in due to Independent General Partners                                        2                    (5)
     Increase in accounts payable and accrued expenses                                                 2                    16
                                                                                               ---------             ---------
Total adjustments                                                                                    180                   (92)
                                                                                               ---------             ---------

Net Cash Used In Operating Activities                                                          $     (63)            $    (140)
                                                                                               =========             =========

</table>


See notes to financial statements.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Three Months Ended March 31, 2002
(dollars in thousands)
<table>

<c>

                                                              Individual        Managing
                                                                General          General          Limited
                                                                Partner          Partner         Partners            Total
------------------------------------------------------------------------------------------     -------------      ------------

Balance as of December 31, 2001                                    $    11         $   580       $    19,274       $    19,865

Net investment loss                                                     -(b)            (1)             (242)             (243)
                                                                   ------          -------       -----------       -----------

Balance as of March 31, 2002                                       $    11         $   579       $    19,032(a)    $    19,622
                                                                   =======         =======       ===========       ===========
</table>


(a)  The net asset value per $1,000 unit of limited partnership interest
     ("Unit") was $86 as of March 31, 2002. Cumulative cash distributions paid
     to limited partners from inception to March 31, 2002 totaled $1,303.
(b)  Allocated amounts are less than $1,000.




See notes to financial statements.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
SCHEDULE OF INVESTMENTS (Unaudited)
As of March 31, 2002
(dollars in thousands)

PORTFOLIO INVESTMENTS:
<table>

<c>
                                                                            Initial
                                                                           Investment
                                                                              Date                 Cost              Fair Value
Managed Companies:

Big V Supermarkets, Inc. (a) (b)                                          Dec. 1990
Senior Subordinated Note 14.14% due 3/15/01                                                       $   10,430       $         -
117,333 shares of common stock of Big V Holding Corp.                                                  4,107                 -
                                                                                                  ----------       -----------

Total investment in Managed Companies                                                                 14,537                 -
                                                                                                  ----------       -----------

Non-Managed Companies:

FLA. Orthopedics, Inc.                                                    Aug. 1993
19,366 shares of Series B preferred stock of FLA. Holdings, Inc.                                       1,513                 -
Warrants to purchase 3,822 common shares of FLA. Holdings, Inc.                                            -                 -
                                                                                                  ----------       -----------

Total investment in Non-Managed Companies                                                              1,513                 -
                                                                                                  ----------       -----------

Total Portfolio Investments (c)                                                                   $   16,050       $         -
                                                                                                  ==========       ===========
</table>


TEMPORARY INVESTMENTS:
<table>

<c>
                                                           Maturity          Original          Amortized           Amortized
Issuer                                          Yield        Date              Cost            Discount              Cost
-----------------------------------------------------------------------------------------------------------------------------

GE Capital Corp.                               1.81%         5/6/02         $    18,444          $      23         $    18,467
American General Corp.                         1.79%         4/9/02               1,196                  3               1,199
                                                                            -----------          ---------         -----------

Total Temporary Investments                                                 $    19,640          $      26         $    19,666
                                                                            ===========          =========         ===========
</table>


(a) Issuer may be deemed an affiliate of Fund II as defined in the Investment
Company Act of 1940.

(b)  Big V Supermarkets,  Inc. filed for bankruptcy protection in November 2000.
     As a result,  further principal and interest payments have been stayed.

(c)  All portfolio securities are restricted and non-income producing.




See notes to financial statements.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)

1.       Organization and Purpose

ML-Lee Acquisition Fund II, L.P. ("Fund II"), a Delaware limited partnership,
was formed on September 23, 1988 along with ML-Lee Acquisition Fund (Retirement
Accounts) II, L.P. (the "Retirement Fund" and together with Fund II; the
"Funds"). The Funds commenced operations on November 10, 1989.

     Mezzanine  Investments  II, L.P.  (the  "Managing  General  Partner")  is a
Delaware  limited  partnership  in which ML  Mezzanine  II Inc.  is the  general
partner and Thomas H. Lee Advisors II, L.P., the investment adviser to the Funds
(the "Investment Adviser"), is the limited partner. The Managing General Partner
is responsible for overseeing and monitoring the investments of Fund II, subject
to the overall  supervision of four individual general partners (the "Individual
General Partners";  and together with the Managing General Partner, the "General
Partners"). The Individual General Partners of Fund II include Thomas H. Lee and
three independent general partners: Vernon R. Alden, Joseph L. Bower and Stanley
H. Feldberg (the "Independent General Partners"), who are non-interested persons
as defined in the Investment  Company Act of 1940. ML Fund  Administrators  Inc.
(the "Fund Administrator"), an indirect wholly-owned subsidiary of Merrill Lynch
& Co., Inc., is responsible for the  administrative  services  necessary for the
operations of Fund II.

The primary objective of Fund II is to provide current income and capital
appreciation by investing in privately structured, friendly leveraged buyouts
and other leveraged transactions. Fund II has pursued this objective by
investing primarily in subordinated debt and related equity securities issued in
conjunction with the mezzanine financings of friendly leveraged buyout
transactions, leveraged acquisitions and recapitalizations.

In December 2001, the Individual General Partners approved the final extension
of the term of Fund II for an additional one year period, to allow for the
orderly liquidation of Fund II's remaining assets. Fund II is now scheduled to
terminate no later than January 5, 2003. Thereafter, pursuant to Fund II's
amended and restated agreement of limited partnership, as amended (the
"Partnership Agreement"), Fund II will have up to an additional five year period
to liquidate its remaining assets, if such additional period is required.

2.       Significant Accounting Policies

Valuation of Investments - The fair value of publicly listed securities for
which market quotations are readily available, are valued using the public
market price as of the last day of the valuation period. The fair value of
publicly listed securities for which market quotations are not readily
available, including securities restricted as to resale for which a
corresponding publicly traded class exists, are valued in good faith by the
Investment Adviser after approval by the Managing General Partner and approval
of the Individual General Partners. Privately held securities generally are
valued at original cost plus accrued value in the case of original issue
discount or deferred pay securities. Such privately held investments generally
are revalued if there is an objective basis for doing so at a different price.
Investments are written down in value if the Investment Adviser and the General
Partners believe adverse credit developments of a significant nature require a
write-down of such securities. Investments are written up in value only if there
has been an arms length third party transaction to support the increased
valuation. Although the Investment Adviser and the General Partners use their
best judgment in estimating the fair value of Fund II's portfolio investments,
there are inherent limitations in any estimation technique. Therefore, the fair
value estimates presented herein are not necessarily indicative of the amount
that could be realized if a readily available market existed for such
securities, and the differences could be material.

<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

Temporary Investments - Investments in short term money market instruments with
maturities of 90 days or less are stated at amortized cost, which approximates
market value.

Investment Transactions - Investment transactions are recorded on the accrual
method. Investments are recorded on the trade date, or the date Fund II obtains
an enforceable right to demand the securities or payment therefore. Realized
gains and losses on investments sold are computed on a specific identification
basis.

Deferred Interest Income - All fees received by Fund II upon the funding of
Mezzanine or Bridge Investments were treated as deferred interest income and
amortized over the maturity of such investments.

Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the partners for inclusion in their respective tax
returns. Fund II's net assets for financial reporting purposes differ from its
net assets for tax purposes. Net unrealized depreciation of investments of
$16.05 million as of December 31, 2001, was recorded for financial statement
purposes, but was not recognized for tax purposes. Additionally, syndication
costs relating to the offering of limited partnership interests totaling $19.6
million were charged to partners' capital on the financial statements. These
amounts have not been deducted or charged against partners' capital for tax
purposes.

Reclassification - Certain reclassifications have been made to the prior period
financial statements to conform with the current period presentation.

3.       Allocations of Profits and Losses

Pursuant to the Partnership Agreement, all profits from Temporary Investments
generally are allocated 99.75% to the Limited Partners, 0.23% to the Managing
General Partner and 0.02% to the Individual General Partner. Profits from
Mezzanine Investments generally are allocated as follows:

o      first, if the capital accounts of any partners have negative balances, to
       such partners in proportion to the negative balances in their capital
       accounts until the balances of all such capital accounts equal zero;

o      second, 99.75% to the Limited Partners, 0.23% to the Managing General
       Partner and 0.02% to the Individual General Partner until the sum
       allocated to the Limited Partners equals any previous losses allocated
       together with a cumulative Priority Return of 10% on the average daily
       amount in Mezzanine Investments, and any outstanding Compensatory
       Payments;

o      third, 69.75% to the Limited Partners, 30.225% to the Managing General
       Partner and 0.025% to the Individual General Partner until the Managing
       General Partner has received 20.281% of the total profits allocated; and

o      thereafter,  79.75% to the Limited  Partners,  20.225% to the Managing
       General Partner and 0.025% to the Individual General Partner.


<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

4.       Related Party Transactions

The Investment Adviser is responsible for the identification, management and
liquidation of the portfolio investments of the Funds. As compensation for
services rendered to the Funds, the Investment Adviser had received an
Investment Advisory Fee at an annual rate of 1% of the combined assets under
management of the Funds (net offering proceeds reduced by cumulative capital
reductions and realized losses), with a minimum fee of $1,200,000. Fund II's
proportionate share of such annual fee was $666,000. In July 2001, the
Investment Adviser voluntarily agreed to reduce the annual Investment Advisory
Fee payable by the Funds by 50%. Accordingly, the combined annual Investment
Advisory Fee payable by the Funds was reduced to $600,000, effective as of July
1, 2001. Fund II's proportionate share of such annual fee is $333,000. The
Investment Advisory Fee is paid quarterly in advance.

As compensation for its services to the Funds, the Fund Administrator receives
an annual fee of $400,000, payable quarterly in advance. Fund II's proportionate
share of such annual fee is $222,000. Additionally, the Fund Administrator is
entitled to reimbursement of 100% of the operating expenses paid by the Fund
Administrator on behalf of the Funds ("Reimbursable Administrative Expenses").
Reimbursable Administrative Expenses primarily consist of printing and mailing,
audit, tax preparation, legal fees and custody fees.

As provided by Fund II's Partnership Agreement, the Managing General Partner of
Fund II is entitled to receive an incentive distribution after Limited Partners
have received a Priority Return (as defined in the Partnership Agreement) of 10%
per annum ("MGP Distributions"). Of the MGP Distributions, the Investment
Adviser is entitled to receive 95% and ML Mezzanine II Inc. is entitled to
receive 5%. For the quarter ended March 31, 2002, the Managing General Partner
received no cash distributions.

As compensation for their services to the Funds, each of the Independent General
Partners receives a combined annual fee of $40,000; $1,000 for each meeting
attended ($500 if a meeting is held on the same day as a committee meeting of
the General Partners) plus reimbursement for out-of-pocket costs incurred in
connections with such meetings. Fund II's proportionate share of the annual fee
and meeting fee paid to each of the Independent General Partners is $22,200 and
$555, respectively.

5.       Portfolio Investments

At the quarterly meetings held since September 19, 2000, the General Partners,
as part of their recurring review of Fund II's reserves available for
distribution, have reviewed certain contractual covenants, commitments and
contingencies which may affect Fund II by virtue of its investments in Big V
Supermarkets, Inc. ("Big V") and Big V Holdings Corp. ("BVH", Big V's parent
company and defined herein with Big V and certain other related entities as the
"Big V Entities"). Such potential obligations arise from letter agreements (the
"Agreements") entered into by Wakefern Food Corporation ("Wakefern," Big V's
current supplier), Big V (together with certain of its related companies), and
Fund II (together with other investor groups in Big V) in December 1990 and
November 1993. Since the covenants, commitments and contingencies associated
with the Agreements may have the effect of delaying and/or decreasing the amount
of future distributions, the General Partners determined that further
distributions should not be made until any responsibilities of Fund II, with
respect to such covenants, commitments and contingencies, have been determined.



<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

On November 22, 2000, following careful analysis of its business operations,
finances, and the outlook for the operating region in which Big V competes with
other supermarket retailers, the Big V Entities filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code (the "Big V Bankruptcy") in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"), in order to implement a major financial and operational restructuring
of its business.

At issue in the Big V Bankruptcy and related litigation, among other things,
have been the terms under which change in the Wakefern distribution agreement
could be effectuated and the cost of such change, if any, to Big V.
Particularly, the Big V Entities initiated litigation with Wakefern seeking a
declaration that Big V could exit the Wakefern food cooperative by tendering the
shares of Wakefern owned by Big V back to Wakefern, transitioning to a new
supplier, and continuing to operate as an independent grocery store chain,
without incurring a payment obligation to Wakefern (a so-called "Withdrawal
Penalty") under the Agreements (the "Wakefern Litigation"). Wakefern took the
position that such an effort by Big V would trigger a Withdrawal Penalty.

On or about September 12, 2001, the Bankruptcy Court docketed its judgment in
favor of Wakefern in the Wakefern Litigation, thereby denying the request by the
Big V Entities for a declaration that Big V could exit the Wakefern food
cooperative by tendering the shares of Wakefern owned by Big V back to Wakefern,
transitioning to a new supplier, and continuing to operate as an independent
grocery store chain, without incurring a Withdrawal Penalty. On or about
September 17, 2001, the Bankruptcy Court docketed its written opinion explaining
its reasons for its decision. On or about September 24, 2001, Big V filed a
notice of appeal from the judgment entered in this matter.

On or about November 16, 2001, Big V announced that it had entered into a term
sheet with Wakefern that would form the basis of a plan of reorganization to be
proposed to Big V's creditors and interest holders by both the Big V Entities
and Wakefern. On January 15, 2002, the Big V Entities and Wakefern filed their
Joint Consolidated Liquidating Plan of Reorganization (the "Wakefern Plan").
Among other things, the Wakefern Plan provided for the sale of the Big V
Entities' assets to Wakefern in exchange for consideration of approximately $150
million, including assumption of certain liabilities and the implementation of
certain offsets and the resolution of various disputed and contingent claims by
and between the Big V Entities and Wakefern. The Wakefern Plan provided that
Wakefern will release direct claims that it might have against Fund II and
others, including claims under the Agreements. The Wakefern Plan ascribes no
value to the debt or equity held by Fund II.

On or about December 13, 2001, Big V received a non-binding offer for the assets
of the Big V Entities from The Stop & Shop Supermarket Company ("S&S"). On or
about January 17, 2002, S&S entered into a letter of intent with the Official
Committee of Unsecured Creditors in Big V's bankruptcy case (the "Committee"),
the Unofficial Committee of Holders (the "Unofficial Committee") of Big V's 11%
Senior Subordinated Notes (the "Noteholders") and the Agent for Big V's
pre-petition lenders (the "Banks"), which letter of intent set forth an offer to
purchase the Big V assets for approximately $255 million, subject to certain
adjustments and predicated on certain potential litigation being resolved in a
favorable manner. On February 22, 2002, the Bankruptcy Court modified the Big V
Entities' exclusive right to file a plan of reorganization to permit a competing
plan of reorganization to be filed based on the S&S letter of intent. S&S, the
Committee, the Unofficial Committee and the Banks filed their Joint Consolidated
Liquidating Plan of Reorganization on or about March 1, 2002 (the "S&S Plan").
Although the S&S Plan contemplates a purchase of the Big V Entities' assets for
an amount greater than the $150 million

<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

purchase price in the Wakefern Plan, it is unclear whether or to what extent any
additional value would be available for distribution to creditors of Big V. In
any event, like the proposed Wakefern Plan, the proposed S&S Plan ascribes no
value to the debt or equity held by Fund II.



Subsequent to the Bankruptcy Court's decision in the Wakefern Litigation, Fund
II, other investors in Big V, and the individuals who presently serve as
directors or officers of Big V (the "Demand Recipients"), have received written
demands for damages from various creditors of Big V, including the Committee,
certain Noteholders and the Banks. Such creditors assert that they have been
damaged by reason of the strategy adopted by Big V and its controlling
shareholders (which group is alleged to include Fund II), to withdraw from
Wakefern and switch distributors. Certain of these creditors also have asserted
that a principal and interest payment made by Big V to Fund II on account of the
Senior Subordinated Note (as defined below) in June 2000 in the amount of
$2,607,400 can be recovered from Fund II as a "preference" under the Bankruptcy
Code. In addition, a lawsuit has been filed in New York by three former Big V
officers who own a small percentage of Big V's stock, complaining of strategic
decisions made by Big V and of their alleged wrongful termination, although this
lawsuit has subsequently been dismissed voluntarily by these former officers
without prejudice. Fund II does not believe any of the claims or potential
claims have merit, intends (subject to the potential resolution of these claims
described below) to vigorously contest any such claims and believes that,
subject to the retention amount, insurance (which was procured by Thomas H. Lee
Partners, L.P. f/k/a Thomas H. Lee Company ("THL")) is likely available to cover
some or all of these claims.

On April 30, 2002, Big V, Wakefern and THL made a proposal to the Committee, the
Unofficial Committee and the Banks' agent with respect to a possible resolution
of various disputes involved in the Big V Bankruptcy (the "Offer Letter"). Among
other things, the Offer Letter proposed that (a) Wakefern would increase its
purchase price for substantially all of Big V's assets to $185.2 million,
including assumption of certain liabilities and the implementation of certain
offsets and the resolution of various disputed and contingent claims by and
between the Big V Entities and Wakefern; (b) THL would pay to Wakefern at least
$12 million and up to $15 million (the "THL Payment") to support the funding of
distributions proposed to be made to the Banks (in the aggregate amount of
$108.8 million), the general unsecured creditors (in the aggregate amount of $11
million), and the Noteholders (in the aggregate amount of $11 million); (c) the
Demand Recipients and others would receive releases from the Big V Entities and
their bankruptcy estates of all claims; (d) the Demand Recipients and others
would receive releases from all creditors of the Big V Entities who vote for an
amended Wakefern Plan based on the Offer Letter (although there can be no
assurances that all creditors of Big V will vote in favor of the plan and
thereby provide releases); (e) Wakefern would release the Demand Recipients and
others of all claims, including all claims based on the Agreements; (f) the
Offer Letter, including specifically the THL Payment, would be conditioned on,
among other things, the execution and delivery of agreements ("Lock-up
Agreements") from (1) at least two-thirds in principal amount and one-half in
number of the Banks and (2) at least two-thirds in principal amount of the
Noteholders (provided that deliveries from certain Noteholders could be delayed
until five days after the filing of an amended Wakefern Plan) (i) agreeing,
among other things, not to support a Big V reorganization plan other than an
amended Wakefern Plan based on the Offer Letter, under specified circumstances
and (ii) providing for releases by those delivering Lock-up Agreements of all
claims against the Demand Recipients and others; and (g) the Banks' agent, the
Committee and the Unofficial Committee would withdraw the S&S Plan. On May 1,
2002, the Banks' agent, the Committee and the Unofficial Committee accepted the
Offer Letter. Also, on or about that date, approximately 90% in principal amount
and 82% in number of the Banks and approximately 40% in

<PAGE>


ML-LEE ACQUISITION FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited), continued

principal amount of the Noteholders delivered Lock-up Agreements. On or about
May 9, 2002, Wakefern and Big V entered into an amended Asset Purchase Agreement
reflecting the economic terms of the Offer Letter and on May 10, 2002, Big V
filed an amended Wakefern Plan and an amended disclosure statement, consistent
with the terms of the Offer Letter, with the Bankruptcy Court. A hearing on the
adequacy of this disclosure statement in accordance with the provisions of the
Bankruptcy Code is scheduled for May 17, 2002.

Fund II intends to contribute a fair and reasonable share to the THL Payment
described above, although Fund II believes that a majority of the THL Payment
will be funded through insurance. To date, Fund II has not made any accrual with
respect to its portion of the THL Payment because of the uncertainties regarding
the amount of the THL Payment, including the amount that will be funded through
insurance and the allocation of any amounts which are not funded through
insurance. To obtain this insurance contribution to this settlement, however,
Fund II anticipates that it will be required directly or indirectly to release
the insurance company for any further liability relating to the Big V Claims and
to indemnify certain other parties with respect to future claims, if any,
involving Big V.


Currently, Fund II holds a Senior Subordinated Note issued by Big V with
outstanding principal of approximately $10.4 million (the "Senior Subordinated
Note"), as well as 117,333 shares of BVH common stock. Due to the foregoing
facts, including the contingent obligations under the Agreements as of September
30, 2001, Fund II wrote down to zero the remaining $10.4 million carrying value
of its debt and equity investments in the Big V Entities and wrote-off accrued
interest on the Senior Subordinated Note of $569,000. In addition, Fund II could
conceivably be exposed to losses in excess of its original debt and equity
investments in the Big V Entities.

Neither the Investment Adviser nor the General Partners can predict the ultimate
outcome of the Big V Bankruptcy or related litigation proceedings, including
such proceedings' ultimate impact on the other assets held by Fund II. In
addition, the General Partners cannot currently predict how the Big V Bankruptcy
may affect the timing of the future liquidation of Fund II, or the amount of
liquidation proceeds that limited partners will ultimately receive. In addition,
the General Partners will continue to review Fund II's reserves each quarter in
light of the foregoing matter, and distributions will be made in accordance with
Fund II's Partnership Agreement.


<PAGE>



Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations.
              ---------------------------------------------------------------

Liquidity and Capital Resources

As of March 31, 2002, ML-Lee Acquisition Fund II, L.P. ("Fund II") held $211,000
in an interest-bearing cash account and $19,666,000 in temporary investments
consisting of short-term discounted commercial paper securities with maturities
of less than 90 days. Interest earned from such investments for the three months
ended March 31, 2002 totaled $86,000. Interest earned in future periods is
subject to fluctuations in short-term interest rates and changes in amounts
available for investment in such securities. Funds needed to cover future
operating expenses of Fund II and contingent obligations, if any, as discussed
below, will be obtained from these existing cash reserves, interest on such
reserves and other investment income and proceeds, if any, from the sale of
portfolio investments. Fund II, together with ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P. (the "Retirement Fund"), are referred to herein
as the "Funds".

In connection with certain contingencies relating to Fund II's investment in Big
V Supermarkets, Inc. ("Big V") and Big V Holdings Corp. ("BVH", Big V's parent
company and defined herein with Big V and certain other related entities as the
"Big V Entities"), the General Partners of Fund II have suspended further
distributions to the partners of Fund II until the responsibilities of Fund II
with respect to such contingencies can be determined. As of March 31, 2002, Fund
II's $14,537,000 investment in Big V and BVH was valued at $0. See Note 5 of
notes to financial statements for additional information.

In July 2001, the Investment Adviser voluntarily agreed to reduce the annual
Investment Advisory Fee payable by the Funds by 50%. Accordingly, the combined
annual Investment Advisory Fee payable by the Funds was reduced from $1,200,000
to $600,000, effective as of July 1, 2001. Accordingly, Fund II's proportionate
share of such annual fee was reduced from $666,000 to $333,000. The Investment
Advisory Fee is paid quarterly in advance.

As provided by the Partnership Agreement of Fund II, the Managing General
Partner of Fund II is entitled to receive an incentive distribution after
limited partners have received their Priority Return (as defined in the
Partnership Agreement) of 10% per annum ("MGP Distributions"). The Managing
General Partner is required to defer a portion of any MGP Distribution earned
from the sale of portfolio investments in excess of 20% of realized capital
gains, net realized capital losses and unrealized depreciation, in accordance
with the Partnership Agreement (the "Deferred Distribution Amount"). Any
Deferred Distribution Amount is distributable to the partners pro-rata in
accordance with their capital contributions, and certain amounts otherwise later
payable to limited partners from distributable cash from operations are instead
payable to the Managing General Partner until the Deferred Distribution Amount
is paid. There was no outstanding Deferred Distribution Amount as of March 31,
2002.

In December 2001, the Individual General Partners approved the final extension
of the term of Fund II for an additional one year period, to allow for the
orderly liquidation of Fund II's remaining assets. Fund II is now scheduled to
terminate no later than January 5, 2003. Thereafter, pursuant to the Partnership
Agreement, Fund II will have up to an additional five year period to liquidate
its remaining assets, if such additional period is required.



<PAGE>


Results of Operations

Net Investment Income or Loss - For the three months ended March 31, 2002 and
2001, Fund II had a net investment loss of $243,000 and $48,000, respectively.
The unfavorable change in net investment loss for the 2002 period compared to
the same period in 2001 resulted from a $220,000 decrease in investment income,
offset by a $25,000 decrease in operating expenses. The decline in investment
income includes a $197,000 decrease in interest from temporary investments which
primarily resulted from a decline in short-term interest rates for the 2002
period compared to the same period in 2001. The decline in investment income
also includes a $23,000 decrease in interest from portfolio investments. Fund II
held an investment in an interest bearing note due from BioLease, Inc., which
was sold in July 2001. As of January 1, 2001, Fund II had suspended further
interest accruals on the $10,430,000 subordinated note due from Big V. None of
Fund II's remaining portfolio securities are interest bearing. The decrease in
operating expenses for the 2002 period compared to the same period in 2001
primarily resulted from a 50% reduction in the Investment Advisory Fee, as
discussed below, offset by an increase in legal fees and reimbursable expenses,
primarily relating to Fund II's investment in the Big V Entities.

The Investment Adviser is responsible for the identification, management and
liquidation of the portfolio investments of the Funds. As compensation for
services rendered to the Funds, the Investment Adviser had received an
Investment Advisory Fee at an annual rate of 1% of the combined assets under
management of the Funds (net offering proceeds reduced by cumulative capital
reductions and realized losses), with a minimum fee of $1,200,000. Fund II's
proportionate share of such fee was $666,000. In July 2001, the Investment
Adviser voluntarily agreed to reduce the annual Investment Advisory Fee payable
by the Funds by 50%. Accordingly, the combined annual Investment Advisory Fee
payable by the Funds was reduced to $600,000, effective as of July 1, 2001. Fund
II's proportionate share of such annual fee is $333,000. As a result, the
Investment Advisory Fee for the three months ended March 31, 2002 and 2001 was
$83,000 and $166,000, respectively.

As compensation for its services to the Funds, the Fund Administrator receives
an annual fee of $400,000. Fund II's proportionate share of such annual fee is
$222,000. As a result, the Fund Administration Fee for the three months ended
March 31, 2002 and 2001 was $56,000 for both periods. Additionally, the Fund
Administrator is entitled to reimbursement of 100% of the operating expenses
paid by the Fund Administrator on behalf of the Funds ("Reimbursable
Administrative Expenses"). Reimbursable Administrative Expenses primarily
consist of printing and mailing, audit, tax preparation, legal and custody fees.
Reimbursable Administrative Expenses for the three months ended March 31, 2002
and 2001 were $84,000 and $56,000, respectively.

Net Assets - As of March 31, 2002, Fund II's net assets were $19,622,000
compared to $19,865,000 as of December 31, 2001. The reduced net asset value
reflects the net investment loss of $243,000 for the three months ended March
31, 2002.

As of March 31, 2001, Fund II's net assets were $34,826,000 compared to
$34,874,000 as of December 31, 2000. The reduced net asset value reflects the
net investment loss of $48,000 for the three months ended March 31, 2001.

The net asset value per $1,000 unit of limited partnership interest ("Unit") in
Fund II as of March 31, 2002 and December 31, 2001, was $86 and $87,
respectively. The computed net asset value does not represent the current market
value of a Unit, and limited partners may not be able to realize this value upon
a sale of their Units or ultimate liquidation of Fund II's assets.



<PAGE>


Forward Looking Information

In addition to historical information contained or incorporated by reference in
this report on Form 10-Q, Fund II may make or publish forward-looking statements
about management expectations, strategic objectives, business prospects,
anticipated financial performance, and other similar matters. In order to comply
with the terms of the safe harbor for such statements provided by the Private
Securities Litigation Reform Act of 1995, Fund II notes that a variety of
factors, many of which are beyond its control, affect its operations,
performance, business strategy, and results and could cause actual results and
experience to differ materially from the expectations expressed in these
statements. These factors include, but are not limited to, the effect of
changing economic and market conditions, trends in business and finance and in
investor sentiment, the level of volatility of interest rates, the actions
undertaken by both current and potential new competitors, the impact of current,
pending, and future legislation and regulation both in the United States and
throughout the world, the impact of current ongoing litigation as it relates to
Fund II, and the other risks and uncertainties detailed in this Form 10-Q. Fund
II undertakes no responsibility to update publicly or revise any forward-looking
statements.

Item 3.      Quantitative and Qualitative Disclosure about Market Risk

As of March 31, 2002, Fund II maintains a portion of its cash equivalents in
financial instruments with original maturities of three months or less. These
financial instruments are subject to interest rate risk, and will decline in
value if interest rates increase. A significant increase or decrease in interest
rates is not expected to have a material effect on Fund II's financial position.



<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.
              -----------------

The Partnership is not a party to any material pending legal proceedings.

Item 2.       Changes in Securities and Use of Proceeds.
              -----------------------------------------

Not applicable.

Item 3.       Defaults Upon Senior Securities.
              -------------------------------

Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.
              ---------------------------------------------------

No matter was submitted to a vote of security holders during the period covered
by this report.

Item 5.       Other Information.
              -----------------

Not applicable.

Item 6.       Exhibits and Reports on Form 8-K.
              --------------------------------

Not applicable.



<PAGE>


                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on the 15th day of May,
2002.



              ML-LEE ACQUISITION FUND II, L.P.


By:           Mezzanine Investments II, L.P.
              Managing General Partner


By:           ML Mezzanine II Inc.
              its General Partner
<

By:           /s/   Joseph Leung                           Dated:  May 15, 2002
              -------------------------------------------
              Joseph Leung
              Vice President and Assistant Treasurer
              ML Mezzanine II Inc.
              (Principal Financial and Accounting Officer)