N-Q

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811- 21202

John Hancock Preferred Income Fund II
(Exact name of registrant as specified in charter)

601 Congress Street, Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Alfred E. Ouellette, Senior Counsel and Assistant Secretary

601 Congress Street

Boston, Massachusetts 02210

(Name and address of agent for service)

Registrant's telephone number, including area code:	617-663-4324
Date of fiscal year end:	July 31
Date of reporting period:	October 31, 2007

ITEM 1. SCHEDULE OF INVESTMENTS

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

	Interest	Maturity	Credit	Par value
Issuer, description	rate	date	rating (A)	(000)	Value
Bonds 4.21%					$20,194,232
(Cost $20,533,892)
Electric Utilities 2.02%					9,663,085
Black Hills Corp.,
Note	6.500%	05-15-13	BBB-	$5,000	4,996,865
Entergy Gulf States, Inc.,
1st Mtg Bond	6.200	07-01-33	BBB+	5,000	4,666,220
Gas Utilities 2.20%					10,531,147
Southern Union Co.,
Jr Sub Note, Ser A	7.200	11-01-66	BB	10,550	10,531,147
	Interest	Maturity	Credit	Par value
Issuer, description	rate	date	rating (A)	(000)	Value
Capital preferred securities  15.03%					$72,001,405
(Cost $681,007,774)
Asset Management & Custody Banks  1.02%					4,873,604
BNY Capital, Ser B	7.97%	12-31-26	A-	$4,700	4,873,604
Diversified Banks 0.82%					3,910,000
Lloyds TSB Bank Plc (United Kingdom) (F)	6.90	11-29-49	A+	4,000	3,910,000
Electric Utilities 5.28%					25,274,833
DPL Capital Trust II	8.125	09-01-31	BB+	22,150	25,274,833
Gas Utilities 4.88%					23,396,024
KN Capital Trust I, Ser B	8.56	04-15-27	B-	14,000	13,720,000
KN Capital Trust III	7.63	04-15-28	B-	10,673	9,676,024
Multi-Utilities 3.04%					14,546,944
Dominion Resources Capital Trust I	7.83	12-01-27	BB+	8,450	8,818,834
Dominion Resources Capital Trust III	8.40	01-15-31	BB+	5,000	5,728,110
Issuer				Shares	Value
Common stocks 2.47%					$11,836,690
(Cost $9,857,727)
Electric Utilities 1.08%					5,195,890
Great Plains Energy, Inc.				174,125	5,195,890
Integrated Oil & Gas 0.49%					2,339,700
BP Plc (ADR) (United Kingdom) (F)				30,000	2,339,700

Page 1

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

Multi-Utilities 0.90%			4,301,100
Alliant Energy Corp.		90,000	3,600,000
CH Energy Group, Inc.		15,000	701,100
	Credit
Issuer, description	rating (A)	Shares	Value
Preferred stocks 126.80%			$607,528,293
(Cost $636,789,036)
Agricultural Products  2.98%			14,265,008
Ocean Spray Cranberries, Inc., 6.25%,
Ser A (S)	BB+	160,000	14,265,008
Automobile Manufacturers 2.44%			11,680,211
General Motors Corp., 7.25%, Ser 04-15-41	B-	77,900	1,417,001
General Motors Corp., 7.25%, Ser 07-15-41	B-	50,500	927,685
General Motors Corp., 7.25%, Ser 02-15-52	B-	442,300	7,974,669
General Motors Corp., 7.375%, Ser 10-01-51	B-	73,125	1,360,856
Broadcasting & Cable TV 4.56%			21,872,328
CBS Corp., 6.75%	BBB	122,800	2,894,396
Comcast Corp., 6.625%	BBB+	118,500	2,752,755
Comcast Corp., 7.00%	BBB+	40,000	992,800
Comcast Corp., 7.00%, Ser B	BBB+	615,201	15,232,377
Consumer Finance 4.21%			20,167,131
HSBC Finance Corp., 6.00%	AA-	72,200	1,664,210
HSBC Finance Corp., 6.36%, Depositary
Shares, Ser B	A	143,200	3,521,288
HSBC Finance Corp., 6.875%	AA-	349,100	8,744,955
SLM Corp., 6.00%	BBB+	196,800	3,495,168
SLM Corp., 6.97%, Ser A	BBB-	61,400	2,741,510
Diversified Banks 8.45%			40,486,814
BAC Capital Trust II, 7.00%	A+	22,400	551,264
BAC Capital Trust IV, 5.875%	A+	51,150	1,116,605
Barclays Bank Plc, 7.10%, Ser 3 (United
Kingdom) (F)	A+	100,000	2,530,000
Fleet Capital Trust VIII, 7.20%	A+	344,700	8,624,394
HSBC Holdings Plc, 6.20%, Ser A (United
Kingdom) (F)	A	254,600	5,733,592
Republic New York Corp., 6.25%, Ser HSBC	A	50,000	1,143,000
Royal Bank of Scotland Group Plc, 5.75%,
Ser L (United Kingdom) (F)	A	450,500	9,492,035
Royal Bank of Scotland Group Plc, 7.25%,
Ser T (United Kingdom) (F)	A	26,000	662,220
Santander Finance Preferred SA,
Unipersonal, 6.41%, Ser 1 (Spain) (F)	A+	225,000	5,220,000
USB Capital VIII, 6.35%, Ser 1	A+	83,000	1,882,440
Wells Fargo Capital Trust IV, 7.00%	AA-	140,800	3,531,264

Page 2

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

Diversified Financial Services 13.57%			65,009,841
ABN AMRO Capital Funding Trust V, 5.90%	A	403,600	8,608,788
ABN AMRO Capital Funding Trust VII, 6.08%	A	365,000	7,942,400
Citigroup Capital VII, 7.125%	A+	364,200	9,112,284
Citigroup Capital VIII, 6.95%	A+	598,000	14,692,860
DB Capital Funding VIII, 6.375%	A+	414,700	9,629,334
DB Capital Trust II, 6.55%	A+	357,500	8,562,125
JPMorgan Chase Capital X, 7.00%, Ser J	A	259,000	6,462,050
Electric Utilities 19.62%			94,005,089
Duquesne Light Co., 6.50%	BB	98,450	5,005,572
Entergy Mississippi, Inc., 7.25%	A-	109,000	2,746,800
FPC Capital I, 7.10%, Ser A	BBB-	602,003	15,080,175
FPL Group Capital Trust I, 5.875%	BBB+	441,800	10,028,860
FPL Group Capital, Inc., 7.45%, Ser E	BBB+	60,000	1,557,000
Georgia Power Capital Trust VII, 5.875%	BBB+	116,500	2,573,485
HECO Capital Trust III, 6.50%	BB+	130,000	3,088,800
Interstate Power & Light Co., 8.375%, Ser B	Baa2	700,000	21,070,000
NSTAR Electric Co., 4.78%	A-	15,143	1,309,870
PPL Electric Utilities Corp., 6.25%,
Depositary Shares	BBB	130,000	3,327,194
PPL Energy Supply, LLC, 7.00%	BBB	638,570	16,060,036
Southern California Edison Co., 6.00%,
Ser C	BBB-	20,000	1,910,000
Virginia Power Capital Trust, 7.375%	BB+	310,719	7,777,297
Westar Energy, Inc., 6.10%	AAA	100,000	2,470,000
Gas Utilities 2.04%			9,778,940
Southern Union Co., 7.55%	BB	129,500	3,288,005
Southwest Gas Capital II, 7.70%	BB	258,500	6,490,935
Integrated Telecommunication Services 1.23%			5,892,027
AT&T, Inc., 6.375%	A	43,100	1,038,279
Verizon New England, Inc., 7.00%, Ser B	A3	190,717	4,853,748
Investment Banking & Brokerage 12.79%			61,302,737
Bear Stearns Cos., Inc. (The), 6.15%,
Depositary Shares, Ser E	BBB+	264,400	12,270,804
Lehman Brothers Holdings Capital Trust III,
6.375%, Ser K	A-	177,000	3,993,120
Lehman Brothers Holdings Capital Trust V,
6.00%, Ser M	A-	46,600	985,124
Lehman Brothers Holdings, Inc., 5.94%,
Depositary Shares, Ser C	A-	145,200	6,679,200
Merrill Lynch Preferred Capital Trust III,
7.00%	A	360,400	8,775,740
Merrill Lynch Preferred Capital Trust IV,
7.12%	A	172,200	4,222,344
Merrill Lynch Preferred Capital Trust V,
7.28%	A	275,000	6,825,500
Morgan Stanley Capital Trust III, 6.25%	A	268,779	6,026,025
Morgan Stanley Capital Trust IV, 6.25%	A	57,000	1,270,530
Morgan Stanley Capital Trust V, 5.75%	A1	311,500	6,510,350
Morgan Stanley Capital Trust VI, 6.60%	A	160,000	3,744,000

Page 3

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

Life & Health Insurance 3.15%			15,104,123
Phoenix Cos., Inc. (The), 7.45%	BBB-	186,200	4,506,040
PLC Capital Trust IV, 7.25%	BBB+	335,475	8,346,618
Prudential Plc, 6.50% (United Kingdom) (F)	A-	95,807	2,251,465
Movies & Entertainment 4.22%			20,222,099
Viacom, Inc., 6.85%	BBB	834,245	20,222,099
Multi-Line Insurance 11.75%			56,299,532
Aegon NV, 6.375% (Netherlands) (F)	A-	355,000	8,157,900
Aegon NV, 6.50% (Netherlands) (F)	A-	44,100	1,018,269
ING Groep NV, 7.05% (Netherlands) (F)	A	774,700	19,290,030
ING Groep NV, 7.375% (Netherlands) (F)	A	88,000	2,238,720
MetLife, Inc., 6.50%, Ser B	BBB	1,029,550	25,594,613
Multi-Utilities 11.89%			56,955,562
Baltimore Gas & Electric Co., 6.99%,
Ser 1995	Ba1	39,870	4,111,594
BGE Capital Trust II, 6.20%	BBB-	672,200	14,895,952
DTE Energy Trust I, 7.80%	BB+	313,000	7,853,170
PNM Resources, Inc., 6.75%, Conv	BBB-	240,700	10,817,058
PSEG Funding Trust II, 8.75%	BB+	680,000	17,149,600
Public Service Electric & Gas Co., 4.18%,
Ser B	BB+	7,900	612,250
South Carolina Electric & Gas Co., 6.52%	Baa1	15,000	1,515,938
Oil & Gas Exploration & Production 6.66%			31,892,422
Chesapeake Energy Corp., 6.25%, Conv (G)	B+	4,850	1,532,697
Devon Energy Corp., 6.49%, Ser A	BB+	32,355	3,286,055
Nexen, Inc., 7.35% (Canada) (F)	BB+	1,096,100	27,073,670
Real Estate Management & Development 4.90%			23,464,236
Duke Realty Corp., 6.50%, Depositary
Shares, Ser K	BBB	110,000	2,442,000
Duke Realty Corp., 6.60%, Depositary
Shares, Ser L	BBB	109,840	2,452,727
Duke Realty Corp., 6.625%, Depositary
Shares, Ser J	BBB	449,400	10,124,982
Public Storage, Inc., 6.45%, Depositary
Shares, Ser X	BBB+	30,000	653,400
Public Storage, Inc., 7.50%, Depositary
Shares, Ser V	BBB+	307,100	7,791,127
Regional Banks 3.72%			17,814,597
PFGI Capital Corp., 7.75%	A	686,000	17,814,597

Page 4

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

Reinsurance 0.17%					792,000
RenaissanceRe Holdings Ltd., 6.08%, Ser C
(Bermuda) (F)			BBB	40,000	792,000
Specialized Finance 1.19%					5,705,982
CIT Group, Inc., 6.35%, Ser A			BBB+	100,000	2,230,000
Repsol International Capital Ltd., 7.45%,
Ser A (Cayman Islands) (F)			BB+	136,313	3,475,982
Thrifts & Mortgage Finance 0.61%					2,906,970
Sovereign Capital Trust V, 7.75%			BB+	115	2,906,970
Wireless Telecommunication Services 6.66%					31,910,644
Telephone & Data Systems, Inc., 6.625%			BB+	155,000	3,123,250
Telephone & Data Systems, Inc., 7.60%,
Ser A			BB+	665,967	15,723,481
United States Cellular Corp., 7.50%			BB+	559,243	13,063,913
		Number of	Exercise	Expiration
Issuer		contracts	price	date	Value
Purchased options  0.04%					$171,360
(Cost $158,559)
Options - Puts 0.04%					171,360
iShares S&P SmallCap Index Fund		952	$88	03-24-08	171,360
	Interest	Maturity	Credit	Par value
Issuer, description	rate	date	rating (A)	(000)	Value
Short-term investments 3.44%					$16,500,000
(Cost $16,500,000)
Government U.S. Agency  3.44%					16,500,000
Federal Home Loan Bank,
Discount Note	4.40% (Y)	11-01-07	AAA	$16,500	16,500,000

Page 5

John Hancock
Preferred Income Fund II
Securities owned by the Fund on
October 31, 2007 (unaudited)

Total investments (Cost $1,364,846,988) 151.99%	$728,231,980
Other assets and liabilities, net 1.37%	$6,557,161
Fund preferred shares, at liquidation value (53.36%)	($255,658,094)
Total net assets applicable to common shareholders  100.00%	$479,131,047

The percentage shown for each investment
category is the total value of that category, as
a percentage of the net assets applicable to
common shareholders.

Page 6

John Hancock
Preferred Income Fund II
Notes to Schedule of Investments
October 31, 2007 (unaudited)

ADR American Depositary Receipt

(A) Credit ratings are unaudited and are rated by Moody's Investors Service where Standard & Poor's ratings are not available unless indicated otherwise.

(F) Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U.S. dollar-denominated.

(G) Security rated internally by John Hancock Advisers, LLC.

(S) This security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $14,265,008 or 2.98% of the net assets applicable to common shareholders as of October 31, 2007.

(Y) Represents current yield as of October 31, 2007.

The cost of investments owned on October 31, 2007, including short-term investments, was $1,364,846,988. Gross unrealized appreciation and depreciation of investments aggregated $15,254,404 and $38,960,868 respectively, resulting in net unrealized depreciation of $23,706,464.

Notes to Schedule of Investments - Page 1

John Hancock
Preferred Income Fund II
Interest rate swap contracts
October 31, 2007 (unaudited)

	Rate type
Notional	Payments made	Payments received	Termination		Appreciation
amount	by Fund	by Fund	date	Counterparty	(depreciation)
$63,500,000	2.558% (a)	3-month LIBOR	June 2008	Morgan Stanley	$885,880

(a) Fixed rate

Interest rate swap contracts

John Hancock
Preferred Income Fund II
Financial futures contracts
October 31, 2007 (unaudited)

	Number of			Appreciation
Open contracts	contracts	Position	Expiration	(depreciation)
U.S. 10-year Treasury Note	720	Short	Dec 2007	$399,958

Financial futures contracts

Notes to portfolio of investments

Security valuation

The net asset value of the common shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. Securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Securities for which there are no such quotations, principally debt securities, are valued based on the valuation provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees. Generally, trading in non-U.S. securities is substantially completed each day at various times prior to the close of trading on the NYSE. The values of such securities used in computing the net asset value of the Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments such as U.S. Treasury Bonds or Notes or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Funds’ agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

Notes to Schedule of Investments - Page 2

Swap contracts

The Fund may enter into swap transactions in order to hedge the value of the Fund’s portfolio against interest rate fluctuations or to enhance the Fund’s income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis.

The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Net periodic payments accrued, but not yet received (paid) are included in change in the unrealized appreciation/ depreciation on the Statement of Operations.

Swap contracts are subject to risks related to the counterparty’s ability to perform under the contract, and may decline in value if the counterparty’s creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions.

Notes to Schedule of Investments - Page 3

ITEM 2. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-Q, the registrant's principal executive officer and principal accounting officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 3. EXHIBITS.

Separate certifications for the registrant's principal executive officer and principal accounting officer, as required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Preferred Income Fund II

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and
Chief Executive Officer

Date: December 19, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and
Chief Executive Officer

Date: December 19, 2007

By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer

Date: December 19, 2007

EX-99.CERT

CERTIFICATION

I, Keith F Hartstein, certify that:

1. I have reviewed this report on Form N-Q of John Hancock Preferred Income Fund II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 19, 2007

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

CERTIFICATION

I, Charles A. Rizzo, certify that:

1. I have reviewed this report on Form N-Q of John Hancock Preferred Income Fund II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 19, 2007

By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer