SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ------------------------------------


                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended April 30, 1998

                                       OR

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

                 For the Transition Period from ______ to ______
                         Commission File Number 0-22277


                      ------------------------------------


                     EXCELSIOR PRIVATE EQUITY FUND II, INC.
             (Exact name of Registrant as specified in its charter)


                 MARYLAND                             22-3510108
     (State or other jurisdiction of                 (IRS Employer
      incorporation or organization)              Identification No.)



                              114 West 47th Street
                             New York, NY 10036-1532
          (Address of principal executive offices, including zip code)

                                 (212) 852-1000
                     (Telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                      Yes   /_/                    No   /_/

   As of April 30, 1998, there were 195,730 shares of the Registrant's Common
                      Stock, $.01 par value, outstanding.


717417.3

<PAGE>



                     EXCELSIOR PRIVATE EQUITY FUND II, INC.

This  Quarterly  Report  on  Form  10-Q  contains  historical   information  and
forward-looking  statements.  Statements looking forward in time are included in
this  Form  10-Q  pursuant  to the  "safe  harbor"  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995. They involve known and unknown risks
and  uncertainties  that may cause the Company's  actual  results to differ from
future   performance   suggested  herein.  In  the  context  of  forward-looking
information provided in this Form 10-Q and in other reports, please refer to the
discussion  of risk  factors  detailed  in,  as well  as the  other  information
contained in, the Company's filings with the Securities and Exchange  Commission
during the past 12 months.

<TABLE>
<CAPTION>
<S>     <C>                                                                           <C>
         INDEX                                                                        PAGE NO.
         -----                                                                        --------

PART I.  FINANCIAL INFORMATION

 Item 1. Financial Statements (Unaudited).
         Portfolio of Investments as of April 30, 1998 (Unaudited) and
         October 31, 1997 Statement of Assets and Liabilities as of April
         30, 1998 (Unaudited) and October 31, 1997. Statement of
         Operations for the three month period ended April 30, 1998
         (Unaudited) and the period from October 8, 1997 to October 31,
         1997 (Unaudited). Statement of Changes in Net Assets for the
         three month period ended April 30, 1998 (Unaudited) and the
         period from October 8, 1997 to October 31, 1997 (Unaudited).
         Notes to Financial Statements (Unaudited).
 Item 2. Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
 Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
 Item 2. Changes in Securities
 Item 3. Defaults upon Senior Securities
 Item 4. Submission of Matters to a Vote of Securityholders
 Item 5. Other Information
 Item 6. Exhibits and Reports on Form 8-K
</TABLE>

SIGNATURES
<PAGE>


PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements (Unaudited).


<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                            Fiscal Year End:  October 31, 1998
Portfolio of Investments                                                              Quarter Ended:  April 30, 1998
--------------------------------------------------------------------------------------------------------------------

                                                            April 30, 1998
                                                              (unaudited)                      October 31, 1997
                                                     -----------------------------       ---------------------------

PORTFOLIO STRUCTURE
-------------------

<S>                                                <C>                       <C>       <C>                    <C>
    PORTFOLIO COMPANIES                            $     18,340,404          9.25%     $            --            --

PRIVATE FUNDS                                             2,213,456          1.12%                  --            --

SHORT-TERM INVESTMENTS:

    Commercial Paper                                    101,975,655         51.40%         119,559,143        76.62%

    Corporate Bonds                                      18,965,683          9.56%           6,073,060         3.89%

    U.S. Government & Agency                             42,196,712         21.27%          21,732,259        13.93%
    Obligations

    Investment Companies                                 14,269,800          7.19%           8,245,780         5.28%
                                                     --------------    -----------       -------------  ------------

    TOTAL INVESTMENTS                                   197,961,710         99.79%         155,610,242        99.72%
    OTHER ASSETS & LIABILITIES                              414,494          0.21%             439,299         0.28%
    (NET)
                                                     --------------    -----------       -------------  ------------

NET ASSETS                                         $    198,376,204        100.00%     $   156,049,541       100.00%
                                                     ==============    ===========       =============  ============
</TABLE>



717417.3

<PAGE>



<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                           Fiscal Year End:  October 31, 1998
Statement of Assets and Liabilities                                                  Quarter Ended:  April 30, 1998
-------------------------------------------------------------------------------------------------------------------



                                                                       April 30, 1998
ASSETS                                                                   (unaudited)               October 31, 1997
----------------------------------------------------------

<S>                                                                 <C>                         <C>
Investment Securities, at Cost                                      $        197,971,315        $        155,507,901
                                                                     ===================         ===================

Investment Securities, at Value                                              197,961,710                 155,610,242


Cash                                                                               4,240                          63
Receivables:
  Interest                                                                       829,618                     512,987
Unamortized Organization Costs                                                        --                      14,811

         TOTAL ASSETS                                                        198,795,568                 156,138,103
                                                                     -------------------         -------------------

LIABILITIES
----------------------------------------------------------

Managing Investment Advisory Fees Payable                                        325,409                      15,821
Administration & Shareholder Servicing Fees Payable                               15,735                       3,805
Directors Fees Payable                                                            14,876                      15,000
Accrued Expenses and Other Payables                                               63,344                      53,936
                                                                     -------------------         -------------------

TOTAL LIABILITIES                                                                419,364                      88,562
                                                                     -------------------         -------------------

NET ASSETS                                                          $        198,376,204        $        156,049,541
                                                                     ===================         ===================



NET ASSETS CONSIST OF
----------------------------------------------------------

Accumulated Undistributed Net Investment Income                     $          3,067,963        $            434,200
Net Unrealized Appreciation/(Depreciation) of Investments                        (9,605)                     102,341
Par Value                                                                          1,957                       1,555
Paid In Capital in Excess of Par Value                                       195,315,889                 155,511,445
                                                                     -------------------         -------------------

TOTAL NET ASSETS                                                    $        198,376,204        $        156,049,541
                                                                     ===================         ===================

Shares of Common Stock Outstanding                                               195,730                     155,513
                                                                     -------------------         -------------------

NET ASSET VALUE PER SHARE                                                     $1,013.52                   $1,003.45
                                                                              ==========                  =========
</TABLE>


717417.3

<PAGE>



<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                       Fiscal Year End:  October 31, 1998
Statement of Operations                                                          Quarter Ended:  April 30, 1998
---------------------------------------------------------------------------------------------------------------


                                                                              Fiscal
                                                          Quarter Ended    Year To Date     For the period from
                                                         April 30, 1998   April 30, 1998    October 8, 1997* to
INVESTMENT INCOME                                          (unaudited)     (unaudited)        October 31, 1997
<S>                                                 <C>                 <C>                   <C>

Interest Income                                     $       2,463,374   $       5,157,809     $         507,951
                                                      ---------------    ----------------      ----------------

      TOTAL INCOME                                          2,463,374           5,157,809               507,951
                                                      ---------------    ----------------      ----------------


EXPENSES

Management Investment Advisory Fees                           324,936             601,333                49,167
Administrative Fees & Shareholder Servicing Fees               15,293              30,522                 3,805
Custodial Fees                                                  9,423              19,333                 1,967
Legal Fees                                                     18,214              34,345                10,000
Audit and Other Professional Service Fees                       6,340              12,893                20,000
Directors' Fees and Expenses                                    7,314              14,876                15,000
Shareholder Reports                                             1,219               2,480                 4,000
Organization Expenses                                          14,056              14,811                   189
Insurance Expense                                              14,295              29,565                 2,369
Miscellaneous Expenses                                            147                 298                   600
                                                      ---------------    ----------------      ----------------

      TOTAL EXPENSES                                          411,237             760,456               107,097

Fees Waived and Reimbursed by Advisor                              --                  --              (33,346)
                                                      ---------------    ----------------      ----------------

      NET EXPENSES                                            411,237             760,456                73,751
                                                      ---------------    ----------------      ----------------

NET INVESTMENT INCOME                                       2,052,137           4,397,353               434,200
                                                      ---------------    ----------------      ----------------


UNREALIZED GAIN/( LOSS)
  ON INVESTMENTS

Change in Unrealized Appreciation / (Depreciation)
  on Investments                                               70,895           (111,946)               102,341
                                                      ---------------    ----------------      ----------------

NET UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS                                               70,895           (111,946)               102,341
                                                      ---------------    ----------------      ----------------


NET INCREASE IN NET ASSETS RESULTING                $       2,123,032   $       4,285,407               536,541
  FROM OPERATIONS
                                                      ===============    ================      ================
</TABLE>


------------------------------------
*    Commencement of Operations

717417.3

<PAGE>



<TABLE>
<CAPTION>

Excelsior Private Equity Fund II, Inc.                                              Fiscal Year End:  October 31, 1998
Statement of Changes in Net Assets                                                      Quarter Ended:  April 30, 1998
----------------------------------------------------------------------------------------------------------------------

                                                                                     Fiscal
                                                             Quarter Ended        Year To Date     For the period from
                                                            April 30, 1998        April 30, 1998   October 8, 1997* to
                                                              (unaudited)          (unaudited)      October 31, 1997



OPERATIONS:

<S>                                                     <C>                    <C>                 <C>
Net Investment Income                                   $          2,052,137   $       4,397,353   $           434,200
Change in Unrealized Appreciation / (Depreciation)
   on Investments                                                    70,895             (111,946)              102,341
                                                          ------------------    ----------------    ------------------

Net Increase in Net Assets
   Resulting From Operations                                       2,123,032           4,285,407               536,541

DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                                --         (1,763,590)                    --

CAPITAL SHARE TRANSACTIONS
Subscriptions                                                             --          40,217,000           155,512,000
Offering costs                                                            --           (412,154)                    --
                                                          ------------------     ---------------     -----------------


NET INCREASE IN NET ASSETS                                         2,123,032          42,326,663           156,048,541

NET ASSETS:
   Beginning of Period                                           196,253,172         156,049,541                 1,000
                                                          ------------------     ---------------     -----------------

   End of Period                                        $        198,376,204   $     198,376,204   $       156,049,541
                                                          ==================     ===============     =================
</TABLE>


----------------------------------
*    Commencement of Operations

717417.3

<PAGE>




Excelsior Private Equity Fund II, Inc.      Fiscal Year Ended: October 31, 1998
Notes to Financial Statements:                     Quarter Ended: April 30 1998
-------------------------------------------------------------------------------


1.   Significant Accounting Policies

        Excelsior  Private Equity Fund II, Inc. (the "Company") was incorporated
     under the laws of the State of Maryland on March 20, 1997 and is registered
     under  the  Securities  Act of  1933,  as  amended,  as a  non-diversified,
     closed-end management investment company which has elected to be treated as
     a business development company under the Investment Company Act of 1940, as
     amended. The Company commenced operations on October 8, 1997.

        Certain  information and footnote  disclosures  normally included in the
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting principles have been condensed or omitted.  Reference is made to
     the  Company's  annual  report  included  in Form  10-K as  filed  with the
     Securities  and  Exchange   Commission  for  the  Notes  to  the  Financial
     Statements that remain unchanged.

     The  following  is a summary  of the  Company's  significant  accounting
     policies.

      (a) Portfolio valuation:

        The Company  values  portfolio  securities  quarterly  and at other such
     times  as,  in  the  Board  of  Directors'  view,   circumstances  warrant.
     Investments  in  unrestricted  securities  that are traded on a  recognized
     stock exchange or on the national  securities market are valued at the last
     sale price for such  securities  on the  valuation  date.  Short-term  debt
     instruments  with  remaining  maturities  of 60 days or less are  valued at
     amortized  cost,  which  approximates  market value.  Securities  and other
     assets for which market  quotations  are not readily  available or that are
     restricted  are valued,  pursuant  to  guidelines  adopted by the  Managing
     Investment Adviser, under the supervision of the Board of Directors.

      (b) Federal income taxes:

        It is the policy of the Company to  continue to qualify as a  "regulated
     investment  company"  under  Subchapter M of the Internal  Revenue Code and
     distribute  substantially  all of its taxable  income to its  shareholders.
     Therefore, no federal income or excise tax provision is required.


2.   Purchases and Sales of Securities:

        Purchase and sales of securities  for the three month period ended April
     30, 1998,  excluding  short-term  investments,  for the Company  aggregated
     $9,213,451  and $0,  respectively.  At April  30,  1998,  the  Company  had
     outstanding investment commitments of $12,786,544.

717417.3

<PAGE>



Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.

Results of Operations
---------------------

THREE-MONTH PERIOD ENDED APRIL 30, 1998

At April 30, 1998, the Company's net asset value per common share was $1,013.52,
an  increase of $10.85 from net asset  value per common  share of  $1,002.67  at
January 31, 1998 resulting from Net Investment Income earned.

Realized and Unrealized Gains and Losses from Portfolio Investments
-------------------------------------------------------------------

For the  three  months  ended  April  30,  1998,  the  Company  had no  realized
gain/(loss)  from  investments.  For the three months ended April 30, 1998,  the
Company had a $70,895 net change in unrealized  appreciation/(depreciation) from
investments.

Investment Income and Expenses
------------------------------

For the three months ended April 30,  1998,  the Company had interest  income of
$2,463,374 and net operating  expenses of $411,237,  resulting in net investment
income of  $2,052,137.  April 30 1998 is the  Company's  second full  quarter of
operation.

The   Managing   Investment   Adviser   provides   investment   management   and
administrative   services  required  for  the  operation  of  the  Company.   In
consideration of the services rendered by the Managing Investment  Adviser,  the
Company pays a management  fee based upon a percentage  of the net assets of the
Company invested or committed to be invested in certain types of investments and
an incentive fee based in part on a percentage of realized  capital gains of the
Company.  Such fee is determined  and payable  quarterly.  For the quarter ended
April 30, 1998, the Managing  Investment  Adviser earned  $324,936 in management
fees.  The  Managing  Investment  Adviser  has  voluntarily  agreed  to waive or
reimburse  operating expenses of the Fund,  exclusive of management fees, to the
extent they exceed 0.25% of the Fund's net assets.  For the quarter  ended April
30, 1998, no such reimbursement was made.

Net Assets
----------

At April 30, 1998,  the Company's net assets were  $198,376,204,  an increase of
$2,123,032 from net assets of $196,253,172 at January 31, 1998.

Liquidity and Capital Resources
-------------------------------

The  Company  focuses  its  investments  in the  private  equity  securities  of
later-stage  venture  capital  companies and  middle-market  companies which the
Company believes offer significant long-term capital  appreciation.  The Company
may offer  managerial  assistance  to certain of these  companies.  The  Company
invests its available cash in short-term investments of marketable securities to
provide the  liquidity  necessary to make  portfolio  investments  as investment
opportunities arise.

During the quarter  ended April 30,  1998,  the Company  made an  investment  in
Constellar  Corp., a software company engaged in facilitating  data connectivity
and data transformation in large enterprises.  The Company also made commitments
totaling  $15,000,000  to Sevin Rosen Fund VI, L.P.,  Brand  Equity  Ventures I,
L.P., Mid-Atlantic Venture Fund III, L.P. and Quad C Partners V, L.P.

At  April  30,  1998,  the  Company  held  $4,240  in cash and  $197,961,710  in
investments.  At April 30, 1998,  investments  included $18,340,404 in portfolio
companies,  $2,213,456  in private  funds,  $101,975,655  in  commercial  paper,
$18,965,683  in  corporate  bonds,  $42,196,712  in U.S.  Government  and agency
obligations,  and $14,269,800 in investment companies.  At October 31, 1997, the
Company

717417.3

<PAGE>



held  $63 in  cash  and  $155,610,242  in  investments.  At  October  31,  1997,
investments included  $119,559,143 in commercial paper,  $6,073,060 in corporate
bonds,  $21,732,259 in U.S.  Government and agency obligations and $8,245,780 in
other  short-term  investments.  These changes were  primarily the result of the
investment activity discussed above.

Other
-----

In 1996, the Managing  Investment Adviser established a Year 2000 Committee with
responsibility  for  developing an effective plan for  identifying,  renovating,
testing  and  implementing  solutions  for Year 2000  processing.  The  Managing
Investment  Adviser is working with Chase Global Fund Services (as administrator
to the Company and as provider of certain of the Managing  Investment  Adviser's
most significant data processing  systems),  as well as other vendors, to ensure
compliance  with  required  systems  changes.  The Managing  Investment  Adviser
presently  believes that with modifications to existing software and compliance,
by vendors who provide significant processing systems to the Managing Investment
Adviser,  the  Managing  Investment  Adviser's  systems  will  continue  without
disruption.  However,  if such  modifications are not made, or are not completed
timely,  the Year 2000 issue could have a material  impact on the  operations of
the Managing Investment Adviser, and consequently, the Company. Specific factors
that might  cause such a material  impact  include,  but are not  limited to the
availability  and cost of personnel  trained in this area, the ability to locate
and correct all relevant computer codes and similar uncertainties.  The Managing
Investment  Adviser's Year 2000 plan  anticipates that software code remediation
and testing of all critical systems will be  substantively  completed by the end
of 1998. The Managing  Investment  Advisers's  total Year 2000 project costs and
its  estimated  time  frame  to  complete  are  based  on  presently   available
information.  However,  there  can be no  guarantee  that the  systems  of other
companies,  on which the Managing  Investment  Adviser's  systems rely,  will be
converted timely, or that a failure to convert by another company would not have
a material adverse effect on the Managing Investment Adviser or the Company.



Item 3.        Quantitative and Qualitative Disclosure About Market Risk.

               Not Applicable.



PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings.

               There are no legal proceedings pending or, to the Company's best
               knowledge, threatened against the Company.



Item 2.        Changes in Securities.

               None.



Item 3.        Defaults upon Senior Securities.

               None.

717417.3

<PAGE>





Item 4.        Submission of Matters to a Vote of Security Holders.

               None.



Item 5.        Other Information.

               Not applicable.



Item 6.        Exhibits and Reports on Form 8-K.

               (a)  Exhibits.

                    Exhibit No.

                    (27) Financial Date Schedule (for EDGAR filing purposes 
                         only).



               (a)  The following reports on Form 8-K were filed during the 
                    quarter ended April 30, 1998:


                    None.



717417.3

<PAGE>



                                   SIGNATURES









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








                                EXCELSIOR PRIVATE EQUITY FUND II, INC.


Date:      June 12, 1998             ------------------------------------------
                                By:  David I. Fann
                                     President and Principal Executive Officer


Date:      June 12, 1998             ------------------------------------------
                                By:  Brian F. Schmidt
                                     Chief Financial Officer




717417.3

<PAGE>


                              CONFORMED SIGNATURES









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








                                EXCELSIOR PRIVATE EQUITY FUND II, INC.


Date:      June 12, 1998             /s/ David I. Fann
                                     ------------------------------------------
                                By:  David I. Fann
                                     President and Principal Executive Officer


Date:      June 12, 1998             /s/ Brian F. Schmidt
                                     ------------------------------------------
                                By:  Brian F. Schmidt
                                     Chief Financial Officer


717417.3

<PAGE>