8-K

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

AMENDMENT NO. 1 TO
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 21, 2005

KBL HEALTHCARE ACQUISITION CORP. II
(Exact Name of Registrant as Specified in Charter)

Delaware				000-51228				20-1994619
(State or Other Jurisdiction of Incorporation)				(Commission File Number)				(IRS Employer Identification No.)

645 Madison Avenue, 14th Floor, New York, New York				10022
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code: (212) 319-5555

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))

Item 8.01. Other Events

On April 21, 2005, KBL Healthcare Acquisition Corp. II (the "Company") consummated its initial public offering ("IPO") of 8,000,000 Units. On April 29, 2005, the Company consummated the closing of the 1,200,000 Units which were subject to the underwriters' over-allotment option. Each Unit sold in the IPO consisted of one share of common stock, $.0001 par value per share, and two warrants, each to purchase one share of the Company's common stock. The 9,200,000 Units sold in the IPO, including the 1,200,000 Units subject to the underwriters' over-allotment option, were sold at an offering price of $6.00 per Unit, generating total gross proceeds of $55,200,000. Of this amount, $49,168,000 (or approximately $5.344 per share) was placed in trust.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits:

	Exhibit 99.1	Press release dated April 29, 2005

SIGNATURE

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

Dated: April 29, 2005				KBL HEALTHCARE ACQUISITION CORP. II
				By:				/s/ Marlene Krauss Marlene Krauss, M.D. Chief Executive Officer

EX-99.1

Contact:

Zachary Berk, O.D. Chairman of the Board KBL Healthcare Acquisition Corp. II (212) 319-5555				Marlene Krauss, M.D. Chief Executive Officer KBL Healthcare Acquisition Corp. II (212) 319-5555

FOR IMMEDIATE RELEASE

KBL HEALTHCARE ACQUISITION CORP. II'S
OVERALLOTMENT OPTION EXERCISED BY UNDERWRITERS

New York, New York, April 29, 2005 – KBL Healthcare Acquisition Corp. II (OTC Bulletin Board: KBLHU), whose directors are Marlene Krauss, M.D., Zachary Berk and Michael Kaswan, announced today that the underwriters for its initial public offering exercised their option to purchase the full 1,200,000 units subject to the underwriters' over-allotment option and purchased such units April 29, 2005. Each unit sold by the Company consisted of one share of common stock and two warrants. The 9,200,000 units sold in the offering, including the 1,200,000 units subject to the underwriters' over-allotment option, were sold at an offering price of $6.00 per unit, generating total gross proceeds of $55,200,000 to the Company. Of this amount, $49,168,000 (or approximately $5.344 per share) was placed in trust. EarlyBirdCapital, Inc. acted as representative of the underwriters for the initial public offering. A copy of the prospectus may be obtained from EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New York 10016.

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