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


                                  May 28, 1996




              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



     Pursuant to a Redemption  and  Repurchase  Agreement by and among  National
Tobacco Company,  LP, a portfolio company of ML Lee Acquisition Fund (Retirement
Accounts) II LP (the "Retirement Fund") and certain existing lenders, on May 17,
1996,  the  Retirement  Fund  received  net  proceeds of $5.9  million  from the
redemtion of its investment in National Tobacco.  The proceeds  consisted of the
prepayment of the Subordinated  Note, plus all accrued and unpaid interest,  and
the redemption of the partnership  interest in National Tobacco.  The Retirement
Fund  recognized a gain of $1.5 million from the sale.  Pursuant to the terms of
the Partnership  Agreement,  net distributable cash proceeds will be distributed
to Limited Partners of record as of May 17, 1996.
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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

                                  May 28, 1996

              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

     Pursuant to a Redemption  and  Repurchase  Agreement by and among  National
Tobacco Company,  LP, a portfolio company of ML Lee Acquisition Fund (Retirement
Accounts) II LP (the "Retirement Fund") and certain existing lenders, on May 17,
1996,  the  Retirement  Fund  received  net  proceeds of $5.9  million  from the
redemtion of its investment in National Tobacco.  The proceeds  consisted of the
prepayment of the Subordinated  Note, plus all accrued and unpaid interest,  and
the redemption of the partnership  interest in National Tobacco.  The Retirement
Fund  recognized a gain of $1.5 million from the sale.  Pursuant to the terms of
the Partnership  Agreement,  net distributable cash proceeds will be distributed
to Limited Partners of record as of May 17, 1996.