8-K

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

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): March 28, 2006

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.)

757 Third Avenue, 21st Floor, New York, New York				10017
(Address of Principal Executive Offices)				(Zip Code)

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

645 Madison Avenue, 14^th Floor, New York, New York 10022
(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 March 28, 2006, KBL Healthcare Acquisition Corp. II (the ‘‘Company’’) entered into an amendment (‘‘Amendment’’) to the Investment Management Trust Agreement, dated as of April 21, 2005, between the Company and Continental Stock Transfer & Trust Company. The Amendment was entered into to allow the Company to invest the proceeds raised in its initial public offering currently held in its trust account for the benefit of the Company’s public stockholders in any open ended investment company registered under the Investment Company Act of 1940 (‘‘Investment Company Act’) that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act, in addition to ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less.

Item 9.01.    Financial Statements and Exhibits

(c) Exhibits:

	Exhibit 10.1	Amendment, dated March 28, 2006, between the Company and Continental Stock Transfer & Trust Company.

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: March 29, 2006								KBL HEALTHCARE ACQUISITION CORP. II
				By:				/s/ Marlene Krauss, M.D. Marlene Krauss, M.D. Chief Executive Officer

EX-10.1

KBL Healthcare Acquisition Corp. II
757 Third Avenue
21st Floor
New York, New York 10017

March 28, 2006

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson

EarlyBirdCapital, Inc.
275 Madison Avenue, Suite 1203
New York, New York 10016
Attn: Steven Levine

Re: Investment Management Trust Agreement

Gentlemen:

Reference is made to that certain Investment Management Trust Agreement (the ‘‘Agreement’’), dated as of April 21, 2005, between KBL Healthcare Acquisition Corp. II (‘‘Company’’) and Continental Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:

‘‘(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as determined by the Company;’’

Except as indicated above, the Agreement shall remain in full force and effect.

KBL HEALTHCARE
ACQUISITION CORP. II

By: /s/ Marlene Krauss, M.D.
        Name: Marlene Krauss, M.D.
        Title: Chief Executive Officer

Acknowledged and agreed this
28^th day of March, 2006

CONTINENTAL STOCK TRANSFER &
TRUST COMPANY

By: /s/ Frank A. DiPaolo
        Name: Frank A. DiPaolo
        Title: CFO

The undersigned is required to consent to this amendment pursuant to Section 5(c) of the Investment Management Trust Agreement and hereby does so.

EARLYBIRDCAPITAL, INC.

By: /s/ Steven Levine
        Name: Steven Levine
        Title: Managing Director