Securities and Exchange Commission
                            Washington, D.C., 20549

                                  FORM N-54C

     NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55
      THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO
             SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940

         The undersigned business development company hereby notifies the
Securities and Exchange Commission that it withdraws its election to be
subject to Sections 55 through 65 of the Investment Company Act of 1940 (the
"Act"), pursuant to the provisions of Section 54(c) of the Act, and in
connection with such notice of withdrawal of election submits the following
information:

Name:  ML Venture Partners II, L.P.

Address of Principal Business Office (No. & Street, City, State, Zip Code):
4 World Financial Center, 26th Fl., New York, New York 10080

Telephone Number (including area code):  (212) 449-1000

File Number under the Securities Exchange Act of 1934:  0-14217

         The following is the basis for the filing of this notification of
withdrawal: The company (1) has distributed substantially all of its assets to
its securityholders and has effected, or is in the process of effecting, a
winding-up of its affairs, and (2) is not liquidating as part of a merger.

                                   SIGNATURE

         Pursuant to the requirements of the Act, the undersigned company has
caused this notification of withdrawal of election to be subject to Sections
55 through 65 of the Act to be duly signed on its behalf in the City of New
York and State of New York on the 2nd day of April, 2001.

                                     ML VENTURE PARTNERS II, L.P.

                                     By:  MLVPII CO., L.P.,
                                          its Managing General Partner

                                     By:  MERRILL LYNCH VENTURE CAPITAL INC.,
                                          its General Partner

                                     By:  /s/ James V. Caruso
                                          -----------------------------------
                                              James V. Caruso
                                              Executive Vice President

Attest:  /s/ Joseph S. Valenti
         -----------------------------
         Name:  Joseph S. Valenti
         Title:  Vice President