MAIL STOP 0511

									March 24, 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
Filed February 25, 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.

General

1. Prior to the effectiveness of this registration statement, the
staff requests that we be provided with a copy of the letter or a
call from the NASD that the NASD has finished its review and has
no
additional concerns regarding the underwriting arrangements in
this
offering.

Summary, page 1
2. We note numerous statements and assertions contained in the
sections entitled "Prospectus Summary" and "Proposed Business"
that
have either partial or no support.  Please provide us with
reasonable
basis for each such statement or assertion and summarize the
support
in your disclosure.  If a third party is the source of the
information, please name the third party and the publication where
the information can be found.  If the information is not readily
available to the public, please file the third party`s consent to
being named in the prospectus and to the summary contained in the
disclosure.

Risk Factors
3. You should present as risk factors only those that represent a
material risk to KBL or investors in this offering.  Do not
include
risk factors that could apply to any issuer or to any other
offering.
Each factor must also explain how it applies to your company or
your
offering.  For example, the twenty-fourth, twenty-sixth and
twenty-
ninth risk factors are generic in nature.  These risk factors
should
be revised, deleted, or moved to another section of the prospectus
as
appropriate.

Use of Proceeds

4. Please reconcile the legal fees and expenses (including blue
sky
services and expenses), miscellaneous expenses with the disclosure
in
part II of the registration statement.

Proposed Business

5. Please provide in greater detail what is meant by the
healthcare
industry.


Prior Involvement of Principals in Blank Check Companies

6. Please disclose the file number of KBL I.  Also, generally
discuss
the business of Concord at the time of the acquisition, and any
consulting fees or finders fees paid as a result of the
acquisition.
State whether management has had any other business activities
involving SPACS or blank check companies.  Lastly, we note that in
March 1996 Concord filed a Form 15.  Please supplementally advise
the
reason for filing this form.

Financial Statements

General

7. Please note the updating requirements for the financial
statements
pursuant to Rules 3-01 and 3-02 of Regulation S-X.

8. Please provide a current accountant`s consent in any amendment.



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 urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.


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
March 24, 2005
Page 1