ML LEE ACQUISITION FUND RETIREMENT ACCOUNTS II L P
8-K, 1999-12-28
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              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                December 28, 1999


                           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)

                             World Financial Center
                            South Tower - 14th Floor
                          New York, New York 10080-6114
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code:  (212) 236-6577

<PAGE>
                              Item 5. Other Events


     At  the  regular  quarterly  meeting  of the  General  Partners  of  ML-Lee
Acquisition Fund (Retirement Accounts) II, L.P.  ("Registrant") held on December
14, 1999,  the  Individual  General  Partners  determined  to extend the term of
Registrant,  which was due to terminate December 20, 1999, for an additional two
year period, in order to better allow Registrant to deal with its assets pending
their  liquidation.  Pursuant  to the terms set forth  under  Section 2.4 of the
Partnership  Agreement,  the term of Registrant  will now expire on December 20,
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 28th day of December 1999.


              Signature                           Title


/s/ Kevin T. Seltzer
- --------------------                ML Mezzanine II Inc.
Kevin T. Seltzer                    Vice President and Treasurer
                                    (Principal Financial Officer of Registrant)




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