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

                                    FORM 8-K

                                 September 29, 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

     As  reported  on  September  23,  1998,   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, was originally expected to be consummated by the end
of  September.  It is now  anticipated  that the Merger  will close early in the
fourth quarter 1998.

     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.

<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 29th 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 29, 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

     As  reported  on  September  23,  1998,   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, was originally expected to be consummated by the end
of  September.  It is now  anticipated  that the Merger  will close early in the
fourth quarter 1998.

     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.
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 29th day of September 1998.

              Signature                           Title

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