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


                               September 29, 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


     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  (Retirement   Account)  II,  L.P.  (the
"Retirement  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  Retirement  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)
[{"type": "8-K", "sequence": "1", "description": "CINNABON", "secsgml_size_bytes": 2527}]
{"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": "98717344"}, "business-address": {"street1": "WORLD FINANCIAL CENTER", "street2": "SOUTH TOWER, 23RD FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10080-6123", "phone": "2122367339"}, "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

                               September 29, 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

     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  (Retirement   Account)  II,  L.P.  (the
"Retirement  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  Retirement  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)