UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


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


                                  March 16, 1998




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


              Delaware                               04-3028397
   (State or other jurisdiction of        (IRS Employer Identification No.)
   incorporation or organization)



                             World Financial Center
                            South Tower - 23rd Floor
                         New York, New York 10080-6123
              (Address of principal executive office and zip code)


Registrant's telephone number, including area code: (212) 236-7339


<PAGE>



                              ITEM 5. OTHER EVENTS


     On February 28, 1998,  First Alert,  a Managed  Company in the portfolio of
ML-Lee  Acquisition Fund (Retirement  Accounts) II, L.P. ("the Retirement Fund")
and Sunbeam  Corporation  ("Sunbeam")  executed a  definitive  merger  agreement
whereby Sunbeam will acquire all of the outstanding shares of First Alert Common
Stock for  approximately  $175  million  ($5.25  per share) by means of a tender
offer (the "Tender Offer"), and assume all of the debt of First Alert.  Pursuant
to the Tender Offer,  which was executed on March 6, 1998, the  Retirement  Fund
tendered  all of its shares of First Alert  Common  Stock and expects to receive
proceeds of approximately  $11.98 million. The per Unit amount to be distributed
to  the  Retirement  Fund's  Limited  Partners  from  this  transaction  is  not
determinable at this time. Any distribution of these net  Distributable  Capital
Proceeds  after the payment of expenses and the  establishment  of reserves,  as
provided for in the Retirement Fund's Partnership Agreement, will be distributed
to Limited  Partners of record as of the date of the  expiration  of this Tender
Offer,  which is  scheduled  to be on April 2, 1998,  unless the Tender Offer is
extended.

<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 16th day of March, 1998.


              Signature                           Title



______________________              ML Mezzanine II Inc.
Audrey Bommer                       Vice President and Treasurer
                                    (Principal Financial Officer of Registrant)



______________________              ML Mezzanine II Inc.
Roger F. Castoral, Jr.              Vice President and Assistant Treasurer
                                    (Principal Accounting Officer of Registrant)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

                                  March 16, 1998

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

              Delaware                               04-3028397
   (State or other jurisdiction of        (IRS Employer Identification No.)
   incorporation or organization)

                             World Financial Center
                            South Tower - 23rd Floor
                         New York, New York 10080-6123
              (Address of principal executive office and zip code)

Registrant's telephone number, including area code: (212) 236-7339
ITEM 5. OTHER EVENTS

     On February 28, 1998,  First Alert,  a Managed  Company in the portfolio of
ML-Lee  Acquisition Fund (Retirement  Accounts) II, L.P. ("the Retirement Fund")
and Sunbeam  Corporation  ("Sunbeam")  executed a  definitive  merger  agreement
whereby Sunbeam will acquire all of the outstanding shares of First Alert Common
Stock for  approximately  $175  million  ($5.25  per share) by means of a tender
offer (the "Tender Offer"), and assume all of the debt of First Alert.  Pursuant
to the Tender Offer,  which was executed on March 6, 1998, the  Retirement  Fund
tendered  all of its shares of First Alert  Common  Stock and expects to receive
proceeds of approximately  $11.98 million. The per Unit amount to be distributed
to  the  Retirement  Fund's  Limited  Partners  from  this  transaction  is  not
determinable at this time. Any distribution of these net  Distributable  Capital
Proceeds  after the payment of expenses and the  establishment  of reserves,  as
provided for in the Retirement Fund's Partnership Agreement, will be distributed
to Limited  Partners of record as of the date of the  expiration  of this Tender
Offer,  which is  scheduled  to be on April 2, 1998,  unless the Tender Offer is
extended.
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 16th day of March, 1998.

              Signature                           Title

______________________              ML Mezzanine II Inc.
Audrey Bommer                       Vice President and Treasurer
                                    (Principal Financial Officer of Registrant)

______________________              ML Mezzanine II Inc.
Roger F. Castoral, Jr.              Vice President and Assistant Treasurer
                                    (Principal Accounting Officer of Registrant)