As filed with the Securities and Exchange Commission on July 19, 1995


         PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                   EXCHANGE ACT OF 1934 (AMENDMENT NO.    )

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Check the appropriate box:

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/ /       Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ /       Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)

                         ML VENTURE PARTNERS II, L.P.
               (Name of Registrant as Specified in its Charter)


   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/ /       $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(2)
or Item 22(a)(2) of Schedule       14A.
/ /       $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ /       Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
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