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 23, 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 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, 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  Retirement  Fund,  together with all accrued and
unpaid   interest   thereon  and   prepayment   premiums  for  an  aggregate  of
approximately $4.5 million (of which $3.9 million represents return of capital).
The Warrants to purchase  Common Stock of Cinnabon held by the  Retirement  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

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

                               September 23, 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 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, 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  Retirement  Fund,  together with all accrued and
unpaid   interest   thereon  and   prepayment   premiums  for  an  aggregate  of
approximately $4.5 million (of which $3.9 million represents return of capital).
The Warrants to purchase  Common Stock of Cinnabon held by the  Retirement  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)