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


                                  April 10, 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 April 10, 1998, ML-Lee Acquisition Fund II (Retirement  Accounts),  L.P.
("the Retirement  Fund") and ML-Lee  Acquisition  Fund II, L.P.,  ("Fund II" and
together  with  the  Retirement   Fund,  "the  Funds")  the  parties  to  ML-Lee
Acquisition Fund II, L.P. and ML-Lee Acquisition Fund (Retirement  Accounts) II,
L.P.  Securities  Litigation No. 92-60(JJF)  Seidel, et ano v. Thomas H. Lee, et
al, No.  94-422  (JJF) and Seidel,  et ano v.  Thomas H. Lee, et al, No.  95-724
(JJF),  three class actions brought on behalf of limited  partners of the Funds,
filed  with  United  States  District  Court for the  District  of  Delaware,  a
Stipulation of Settlement preliminarily settling these actions.


     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with prejudice of all claims against the Funds, the Funds'  Investment
Adviser and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, the Funds' counsel and the Funds' Independent General
Partners.  Although  defendants continue to deny all liability in these actions,
defendants, other than the Funds, have agreed to provide cash of $16 million and
certain other  considerations to settle the claims asserted in these actions. In
addition,  certain  affiliates of Thomas H. Lee, a General Partner of the Funds,
have  agreed to provide up to $14 million for  purchases  of the Funds'  limited
partnership units pursuant to a liquidity option to be offered to eligible class
members. The Court has not yet set a date for a hearing to consider settlement.

<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 10th day of April, 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)
[{"type": "8-K", "sequence": "1", "description": "LITIGATION SETTLEMENT", "secsgml_size_bytes": 3331}]
{"company-data": {"conformed-name": "ML LEE ACQUISITION FUND RETIREMENT ACCOUNTS II L P", "cik": "0000843387", "assigned-sic": "", "irs-number": "043028397", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "814-00075", "film-number": "98591588"}, "business-address": {"street1": "WORLD FINANCIAL CENTER", "street2": "NORTH TOWER, 23RD FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080-6123", "phone": "2122367303"}, "mail-address": {"street1": "WORLD FINANICAL CENTER SOUTH TOWER", "street2": "23RD FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080"}, "former-company": {"former-conformed-name": "LEE T H ACQUISITION FUND RETIREMENT ACCOUNTS II L P", "date-changed": "19890802"}}
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

                                  April 10, 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 April 10, 1998, ML-Lee Acquisition Fund II (Retirement  Accounts),  L.P.
("the Retirement  Fund") and ML-Lee  Acquisition  Fund II, L.P.,  ("Fund II" and
together  with  the  Retirement   Fund,  "the  Funds")  the  parties  to  ML-Lee
Acquisition Fund II, L.P. and ML-Lee Acquisition Fund (Retirement  Accounts) II,
L.P.  Securities  Litigation No. 92-60(JJF)  Seidel, et ano v. Thomas H. Lee, et
al, No.  94-422  (JJF) and Seidel,  et ano v.  Thomas H. Lee, et al, No.  95-724
(JJF),  three class actions brought on behalf of limited  partners of the Funds,
filed  with  United  States  District  Court for the  District  of  Delaware,  a
Stipulation of Settlement preliminarily settling these actions.

     The proposed settlement,  which is subject to Court approval,  provides for
dismissal with prejudice of all claims against the Funds, the Funds'  Investment
Adviser and certain of its affiliates,  the Funds' Managing  General Partner and
certain of its affiliates, the Funds' counsel and the Funds' Independent General
Partners.  Although  defendants continue to deny all liability in these actions,
defendants, other than the Funds, have agreed to provide cash of $16 million and
certain other  considerations to settle the claims asserted in these actions. In
addition,  certain  affiliates of Thomas H. Lee, a General Partner of the Funds,
have  agreed to provide up to $14 million for  purchases  of the Funds'  limited
partnership units pursuant to a liquidity option to be offered to eligible class
members. The Court has not yet set a date for a hearing to consider settlement.
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 10th day of April, 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)