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MAIL STOP 0511

									April  14, 2005

Ms. Marlene Krauss
Chief Executive Officer
KBL Healthcare Acquisition Corp. II
645 Madison Avenue, 14th Floor
New York, New York  10022

Re:	KBL Healthcare Acquisition Corp. II
Registration Statement on Form S-1
File No. 333-122988
Amendment No. 1 Filed March 29, 2005

Dear Ms. Krauss,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Proposed Business, page 22
We have not identified a target business

1. Please include if true, that none of the company`s officers,
directors or promoters, and no other affiliate of the company,
have
had any preliminary contact or discussion with any representative
of
any other company regarding the possibility of an acquisition or
merger between the company and such other company.
Description of Securities, page 39
Dividends

2. Please revise your disclosures regarding dividends paid
consistent
with your note 6, page F-10.

Part II - Exhibits
Underwriting Agreement

3. We note that, pursuant to paragraph 6.2 of the underwriting
agreement, if a default of over 10% of the "Firm Units" occur, and
neither party is able to find a suitable purchaser to cover the
default amount, that the agreement "may be terminated."
Supplementally, please explain how the proposed offering may still
be
considered a "firm commitment" in light of the language in the
underwriting agreement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Babette Cooper (202) 824-5069 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
John Zitko at (202) 824-5532, or  Pamela Howell, who supervised
the
review of your filing, at (202) 942-1954.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

Cc:  	David Alan Miller
	Fax:  (212) 818-8881
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KBL Healthcare Acquisition Corp. II
April 14, 2005
Page 1

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