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 January 31, 1999

                                       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   /X/                        No  /_/

                As of  January  31,  1999,  there  were  195,730  shares  of the
Registrant's Common Stock, $.01 par value, outstanding.


805572.3 

<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.


          INDEX                                         PAGE NO.
          -----                                         --------

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements (Unaudited).

          Portfolio of Investments as of January 31, 1999(Unaudited) and 
          October 31, 1998.

          Statement of Assets  and  Liabilities  as  of  January  31,  1999
          (Unaudited)  and  October  31,  1998.  

          Statement  of Operations  for the three month period ended January
          31,  1999  (Unaudited)  and the three  month  period
          ended  January 31, 1998  (Unaudited).  

          Statement  of Changes in Net Assets  for the three  month  period
          ended  January  31, 1999  (Unaudited)  and the three
          month period ended January 31, 1998 (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.

SIGNATURES


805572.3

<PAGE>



PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements


<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                                           Fiscal Year End:  October 31, 1999
Portfolio of Investments                                                                           Quarter Ended:  January 31, 1999

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


                                                                      January 31, 1999                          October 31, 1998
                                                             -----------------------------------    --------------------------------

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

<S>                                                            <C>                  <C>          <C>                    <C>   
       PORTFOLIO COMPANIES                                     $  46,279,473        23.65%       $  46,144,355          22.81%

       PRIVATE FUNDS                                               6,178,896         3.16%           4,061,440           2.01%

       SHORT-TERM INVESTMENTS:

         Commercial Paper                                         113,082,185       57.79%          56,000,000          27.69%

         Corporate Bonds                                          13,669,474         6.99%          17,203,182           8.50%

         U.S. Government & Agency Obligations                             --         0.00%          74,447,794          36.81%

         Investment Companies                                     13,510,002         6.90%           4,088,960           2.02%
                                                                 -------------   -------------     -------------       ---------- 



       TOTAL INVESTMENTS                                          192,720,030        98.49%         201,945,731          99.84%    
       OTHER ASSETS & LIABILITIES (NET)                             2,963,837         1.51%       $     315,532           0.16%
                                                                 -----------      ---------         ------------        ---------

       NET ASSETS                                              $  195,683,867       100.00%       $ 202,261,263         100.00%
                                                                  ===========      =========        ============        ========


</TABLE>

805572.3

<PAGE>



<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                                          Fiscal Year End:  October 31, 1999
Statement of Assets and Liabilities                                                               Quarter Ended:  January 31, 1999

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

<S>                                                     <C>                                          <C>    

ASSETS                                                                 January 31, 1999                         October 31, 1998
---------                                              

Investment Securities, at Cost                          $                   192,616,189             $                201,750,317
                                                          =============================              ===========================

Investment Securities, at Value                                             192,720,030                              201,945,731


Cash                                                                          3,031,183                                   20,601
Receivables:
  Interest                                                                      498,091                                  860,744
Prepaid Assets                                                                       --                                   11,391
                                                          -----------------------------              ---------------------------
          TOTAL ASSETS                                                      196,249,304                              202,838,467
                                                          -----------------------------              ---------------------------

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

Managing Investment Advisory Fees Payable                                       477,311                                  445,607
Administration & Shareholder Servicing Fees Payable                              16,528                                   16,591
Directors Fees Payable                                                           10,965                                   30,000
Accrued Expenses and Other Payables                                              60,633                                   85,006
                                                          -----------------------------              ---------------------------

          TOTAL LIABILITIES                                                     565,437                                  577,204
                                                          -----------------------------              ---------------------------

NET ASSETS                                              $                   195,683,867             $                202,261,263
                                                          =============================              ===========================



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

Accumulated Undistributed Net Investment                $                       269,741             $                  6,748,595
Income
Accumulated Net Realized Loss on Investments                                    (7,561)                                     (592)
Net Unrealized Appreciation of Investments                                      103,841                                  195,414
Par Value                                                                         1,957                                    1,957
Paid In Capital in Excess of Par Value                                      195,315,889                              195,315,889
                                                          -----------------------------              ---------------------------

          TOTAL NET ASSETS                              $                   195,683,867             $                202,261,263
                                                          =============================              ===========================

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

NET ASSET VALUE PER SHARE                                                       $999.76             $                   1,033.37
                                                          =============================              ===========================

</TABLE>


805572.3  

<PAGE>



<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                                         Fiscal Year End:  October 31, 1999
Statement of Operations                                                                        Quarter Ended:   January 31, 1999

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


<S>                                                              <C>                                <C>    
                                                                          Quarter Ended                       Quarter Ended
                                                                       January 31, 1999                     January 31, 1998

INVESTMENT INCOME

Interest Income                                                    $          1,794,773             $              2,694,435
                                                                    -------------------              -----------------------

           TOTAL INCOME                                                       1,794,773                            2,694,435
                                                                    -------------------              -----------------------

EXPENSES

Management Investment Advisory Fees                                             476,310                              276,397
Administrative Fees & Shareholder Servicing Fees                                 15,958                               15,229
Custodial Fees                                                                    9,889                                9,910
Legal Fees                                                                       51,490                               16,131
Audit and Other Professional Service Fees                                         6,553                                6,553
Directors' Fees and Expenses                                                     10,965                                7,562
Shareholder Reports                                                               1,639                                1,261
Organization Expenses                                                                --                                  755
Insurance Expense                                                                14,777                               15,270
Interest Expense                                                                 16,336                                   --
Miscellaneous Expenses                                                              251                                  151
                                                                    -------------------              -----------------------

          TOTAL EXPENSES                                                        604,168                              349,219

Fees Waived and Reimbursed by Advisor                                                --                                   --
                                                                    -------------------              -----------------------

          NET EXPENSES                                                          604,168                              349,219
                                                                    -------------------              -----------------------

NET INVESTMENT INCOME                                                         1,190,605                            2,345,216
                                                                    -------------------              -----------------------


REALIZED & UNREALIZED GAIN/(LOSS)
ON INVESTMENTS

Net Realized Loss on Security Transactions                                      (6,969)                                   --
Change in Unrealized Appreciation/(Depreciation)
 on Investments                                                                (91,572)                            (182,841)
                                                                    -------------------              -----------------------

NET REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS                                                                 (98,541)                            (182,841)
                                                                    -------------------              -----------------------

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS
                                                                  $          1,092,064              $             2,162,375
                                                                   ====================               ======================

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


805572.3 

<PAGE>



<TABLE>
<CAPTION>
Excelsior Private Equity Fund II, Inc.                                                            Fiscal Year End:  October 31, 1999
Statement of Changes in Net Assets                                                                  Quarter Ended:  January 31, 1999

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


<S>                                                         <C>                                     <C>    
                                                                          Quarter Ended                        Quarter Ended
                                                                       January 31, 1999                      January 31, 1998


OPERATIONS:

Net Investment Income                                         $               1,190,605             $               2,345,216
Net Realized Loss on Investments                                                (6,969)                                    --
Change in Unrealized Appreciation/(Depreciation)
   on Investments                                                              (91,572)                              (182,841)
                                                               ------------------------              ------------------------

Net Increase in Net Assets
   Resulting From Operations                                                  1,092,064                             2,162,375

DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                                  (7,669,460)                            (1,763,590)

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


NET INCREASE (DECREASE) IN NET ASSETS                                       (6,577,396)                            40,203,631

NET ASSETS:
   Beginning of Period                                        $             202,261,263                           156,049,541
                                                               ------------------------              ------------------------

   End of Period                                              $             195,683,867             $             196,253,172
                                                               ========================              ========================



</TABLE>

805572.3 

<PAGE>




Excelsior Private Equity Fund II, Inc.     Fiscal Year Ended:  October 31, 1999
Notes to Financial Statements                  Quarter Ended:  January 31, 1999

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

(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 January 31, 1999,  excluding  short-term  investments,  for the
           Company aggregated  $2,303,142 and $0,  respectively.  At January 31,
           1999, the Company had  outstanding  investment  commitments  totaling
           $36,972,140.

805572.3 

<PAGE>



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

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

THREE-MONTH PERIOD ENDED JANUARY 31, 1999 AS COMPARED TO THE SIMILAR
PERIOD IN 1998

The  Company's net asset value per common share was $999.76 at January 31, 1999,
down $33.61 per share from the net asset value per common  share of $1,033.37 at
October 31, 1998. The decrease  resulted  primarily from the distribution of net
investment  income to shareholders on December 23, 1998. The Company's net asset
value per common share was  $1,002.67 at January 31, 1998,  down $0.79 per share
from the net asset value per common share of $1,003.46 at October 31, 1997.

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

For the three  months  ended  January 31,  1999 and 1998,  the Company had a net
realized loss on security transactions of ($6,969) and $0, respectively. For the
three  months ended  January 31, 1999 and 1998,  the Company had a net change in
unrealized   appreciation/(depreciation)  on  investments  of  ($91,572)  and
($182,841), respectively.

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

For the three months ended January 31, 1999, the Company had interest  income of
$1,794,773 and net operating  expenses of $604,168,  resulting in net investment
income of  $1,190,605.  For the three months ended January 31, 1998, the Company
had  interest  income of  $2,694,435  and net  operating  expenses of  $349,219,
resulting in net  investment  income of  $2,345,216.  The primary reason for the
decline in  interest  income was the decline of assets  invested  in  short-term
instruments and an increase in assets invested in private  companies and private
funds.

United  States Trust  Company of New York (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  quarters  ended  January  31,  1999 and 1998,  the
Managing  Investment  Adviser  earned  $476,310 and $276,397 in management  fees
respectively.

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

At January 31, 1999, the Company's net assets were  $195,683,867,  a decrease of
$6,577,396  from net assets of  $202,261,263 at October 31, 1998. At January 31,
1998,  the Company's net assets were  $196,253,172,  an increase of  $40,203,631
from net assets of $156,049,541 at October 31, 1997.

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  January  31,  1999,  the  Company  made a  follow-on
investment in Advantage Schools, Inc.


805572.3 

<PAGE>

At January 31, 1999,  the Company held  $3,031,183 in cash and  $192,720,030  in
investments.  At January 31, 1999, investments included $46,279,473 in portfolio
companies,  $6,178,896  in private  funds,  $113,082,185  in  commercial  paper,
$13,669,474 in corporate bonds, $ 0 in U.S.  Government and agency  obligations,
and $13,510,002 in investment  companies.  At October 31, 1998, the Company held
$20,601  in  cash  and  $201,945,731  in  investments.   At  October  31,  1998,
investments included  $46,144,355 in portfolio companies,  $4,061,440 in private
investment funds, $4,088,960 in investment companies,  $56,000,000 in commercial
paper,  $17,203,182 in corporate bonds,  and $74,447,794 in U.S.  Government and
agency  obligations.  These changes were  primarily the result of the investment
activity discussed above.

On December 23,  1998,  the Company  distributed  $7,669,460  in net  investment
income to shareholders of record as of December 18, 1998.

Other
-----

Year 2000:

       Like other investment companies, financial and business organizations and
individuals  around the world,  the Company  could be affected  adversely if the
computer systems used by the Investment  Adviser and the Company's other service
providers do not properly  process and calculate  date-related  information  and
data from and after  January 1, 2000.  This is commonly  known as the "Year 2000
Problem."  Based on the Company's  current  assessment,  the costs of addressing
potential  problems are not currently expected to have a material adverse impact
on the  Company's  financial  position,  results of  operations or cash flows in
future periods. The Investment Adviser and the Company's other service providers
have  informed  the Company  that they are taking steps to address the Year 2000
Problem  with  respect  to the  computer  systems  that they use.  At this time,
however,  there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the Company as a result of the Year 2000 Problem.



Item 3.          Quantitative and Qualitative Disclosures About Market Risk.

                 Equity Price Risk:

                 A  significant  portion of the Company's  investment  portfolio
                 consists of equity  securities in private companies and private
                 investment   funds  which  are  not  publicly   traded.   These
                 investments  are  recorded at fair value as  determined  by the
                 Investment  Adviser in  accordance  with  valuation  guidelines
                 adopted by the Board of  Directors.  This  method of  valuation
                 does not result in  increases or decreases in the fair value of
                 these  equity  securities  in  response  to  changes  in market
                 prices. Thus, these equity securities are not subject to equity
                 price risk.


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.

805572.3  

<PAGE>


Item 3.          Defaults upon Senior Securities.

                 None.



Item 4.          Submission of Matters to a Vote of Securityholders.

                 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 January 31, 1999:

                           None.



805572.3 

<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:    March 5, 1999                 /s/ David I. Fann
                                        ----------------------------------------
                                    By: David I. Fann
                                        President and Principal Executive
                                        Officer


Date:    March 5, 1999                  /s/ Brian F. Schmidt
                                         ---------------------------------------
                                    By:  Brian F. Schmidt
                                         Treasurer and Principal Financial and
                                         Accounting Officer




805572.3