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

                                    FORM 8-K

                                  July 17, 2001


                           Commission File # 0-17382

             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                   (IRS Employer Identification No.)
of incorporation or organization)

                     4 World Financial Center-26th Floor
                          New York, New York 10080
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (800) 288-3694

<PAGE>
                              Item 5. Other Events

     Pursuant to the terms of  Registrant's  Amended and  Restated  Agreement of
Limited  Partnership,   as  amended  (the  "Partnership  Agreement"),   and  the
Investment  Advisory  Agreement  (the  "Investment  Advisory  Agreement")  among
Registrant,  Thomas H. Lee Company  and Thomas H. Lee  Advisors  II,  L.P.  (the
"Investment  Adviser"),  Registrant  pays the Investment  Adviser,  quarterly in
advance,  an annual Investment  Advisory Fee. The Investment  Advisory Agreement
(including  the fees charged) is reviewed on an annual basis by the  Independent
General Partners of Registrant in accordance with their  responsibilities  under
the  Partnership  Agreement and the Investment  Company Act of 1940, as amended,
and the Investment  Advisory Agreement is renewed subject to their annual review
and approval.

     At the quarterly meeting of the General Partners held on June 27, 2001, the
Independent   General  Partners  of  Registrant  approved  the  renewal  of  the
Investment Advisory Agreement with the Investment Adviser. At such meeting,  and
at a subsequent meeting held on July 17, 2001, the Independent  General Partners
considered  the current  level of the  Investment  Advisory  Fee, as well as the
nature  and  level  of  activity  currently  required  to be  performed  by  the
Investment  Adviser.  Based on their analysis of these factors,  the Independent
General  Partners,  on behalf of  Registrant,  accepted a  proposal  made by the
Investment  Adviser to reduce the annual Investment  Advisory Fee payable to the
Investment  Adviser  by  50%.  A  similar  reduction  was  approved  for  ML-Lee
Acquisition  Fund  II,  L.P.  ("Fund  II").  Accordingly,  the  combined  annual
Investment Advisory Fee payable by Registrant and Fund II will be $600,000. Such
reductions will be made effective retroactive to July 1, 2001.

<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 18th day of July 2001.


                             ML-LEE ACQUISITION FUND
                             (RETIREMENT ACCOUNTS) II, L.P.

                             By:   Mezzanine Investments II, L.P.
                                   Managing General Partner

                             By:   ML Mezzanine II Inc.,
                                   its General Partner



Dated:  July 18, 2001          /s/ Kevin T. Seltzer
                               ----------------------------------
                                   Kevin T. Seltzer
                                   ML Mezzanine II, Inc.
                                   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

                                  July 17, 2001

                           Commission File # 0-17382

             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                   (IRS Employer Identification No.)
of incorporation or organization)

                     4 World Financial Center-26th Floor
                          New York, New York 10080
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (800) 288-3694
Item 5. Other Events

     Pursuant to the terms of  Registrant's  Amended and  Restated  Agreement of
Limited  Partnership,   as  amended  (the  "Partnership  Agreement"),   and  the
Investment  Advisory  Agreement  (the  "Investment  Advisory  Agreement")  among
Registrant,  Thomas H. Lee Company  and Thomas H. Lee  Advisors  II,  L.P.  (the
"Investment  Adviser"),  Registrant  pays the Investment  Adviser,  quarterly in
advance,  an annual Investment  Advisory Fee. The Investment  Advisory Agreement
(including  the fees charged) is reviewed on an annual basis by the  Independent
General Partners of Registrant in accordance with their  responsibilities  under
the  Partnership  Agreement and the Investment  Company Act of 1940, as amended,
and the Investment  Advisory Agreement is renewed subject to their annual review
and approval.

     At the quarterly meeting of the General Partners held on June 27, 2001, the
Independent   General  Partners  of  Registrant  approved  the  renewal  of  the
Investment Advisory Agreement with the Investment Adviser. At such meeting,  and
at a subsequent meeting held on July 17, 2001, the Independent  General Partners
considered  the current  level of the  Investment  Advisory  Fee, as well as the
nature  and  level  of  activity  currently  required  to be  performed  by  the
Investment  Adviser.  Based on their analysis of these factors,  the Independent
General  Partners,  on behalf of  Registrant,  accepted a  proposal  made by the
Investment  Adviser to reduce the annual Investment  Advisory Fee payable to the
Investment  Adviser  by  50%.  A  similar  reduction  was  approved  for  ML-Lee
Acquisition  Fund  II,  L.P.  ("Fund  II").  Accordingly,  the  combined  annual
Investment Advisory Fee payable by Registrant and Fund II will be $600,000. Such
reductions will be made effective retroactive to July 1, 2001.
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 18th day of July 2001.

                             ML-LEE ACQUISITION FUND
                             (RETIREMENT ACCOUNTS) II, L.P.

                             By:   Mezzanine Investments II, L.P.
                                   Managing General Partner

                             By:   ML Mezzanine II Inc.,
                                   its General Partner

Dated:  July 18, 2001          /s/ Kevin T. Seltzer
                               ----------------------------------
                                   Kevin T. Seltzer
                                   ML Mezzanine II, Inc.
                                   Vice President and Treasurer
                                  (Principal Financial Officer of Registrant)