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

                                    FORM 8-K

                                 September 23, 1998


                         Commission File Number 0-17383

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

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

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

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

<PAGE>


                              ITEM 5. OTHER EVENTS


     On August 13, 1998, Cinnabon  International,  Inc., a Delaware  corporation
("Cinnabon"),  and a portfolio company of ML-Lee  Acquisition Fund II, L.P. (the
"Fund"),  executed an Agreement  and Plan of Merger with AFC  Enterprises,  Inc.
("AFC")  pursuant to which AFC will acquire  Cinnabon by merger (the  "Merger").
The Merger, which is subject to certain closing conditions, is anticipated to be
consummated by the end of September.

     In connection with the Merger,  Cinnabon will repay certain portions of its
outstanding  debt,  including  all accrued and unpaid  interest  thereon and any
premiums  in  connection  therewith.  As  a  result,  Cinnabon  will  repay  the
Subordinated  Note  held by the  Fund,  together  with all  accrued  and  unpaid
interest thereon and prepayment  premiums for an aggregate of approximately $6.9
million (of which $6 million  represents  return of  capital).  The  Warrants to
purchase  Common  Stock of Cinnabon  held by the Fund will be  cancelled  for no
consideration.  The per Unit  amount to be  distributed  to the  Fund's  Limited
Partners  from  this   transaction  is  not   determinable  at  this  time.  Net
Distributable   Capital   Proceeds   less  the  payment  of  expenses   and  the
establishment  of reserves,  if any, will be distributed to Limited  Partners of
record as of the closing  date of this  transaction,  which is expected to be in
September 1998.
<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 23rd day of September 1998.


              Signature                           Title



______________________              ML Mezzanine II Inc.
Audrey Bommer                       Vice President and Treasurer
                                    (Principal Financial Officer of Registrant)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                 September 23, 1998

                         Commission File Number 0-17383

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

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

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

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

     On August 13, 1998, Cinnabon  International,  Inc., a Delaware  corporation
("Cinnabon"),  and a portfolio company of ML-Lee  Acquisition Fund II, L.P. (the
"Fund"),  executed an Agreement  and Plan of Merger with AFC  Enterprises,  Inc.
("AFC")  pursuant to which AFC will acquire  Cinnabon by merger (the  "Merger").
The Merger, which is subject to certain closing conditions, is anticipated to be
consummated by the end of September.

     In connection with the Merger,  Cinnabon will repay certain portions of its
outstanding  debt,  including  all accrued and unpaid  interest  thereon and any
premiums  in  connection  therewith.  As  a  result,  Cinnabon  will  repay  the
Subordinated  Note  held by the  Fund,  together  with all  accrued  and  unpaid
interest thereon and prepayment  premiums for an aggregate of approximately $6.9
million (of which $6 million  represents  return of  capital).  The  Warrants to
purchase  Common  Stock of Cinnabon  held by the Fund will be  cancelled  for no
consideration.  The per Unit  amount to be  distributed  to the  Fund's  Limited
Partners  from  this   transaction  is  not   determinable  at  this  time.  Net
Distributable   Capital   Proceeds   less  the  payment  of  expenses   and  the
establishment  of reserves,  if any, will be distributed to Limited  Partners of
record as of the closing  date of this  transaction,  which is expected to be in
September 1998.
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 23rd day of September 1998.

              Signature                           Title

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