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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q/A

(AMENDMENT NO. 1)



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended April 30, 2006

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 000-22277



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EXCELSIOR PRIVATE EQUITY FUND II, INC.

(Exact Name of Registrant as
Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|MARYLAND                                                       |  | 22-3510108                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|225 High Ridge Road Stamford, CT                               |  | 06905                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code (203) 352-4400

Former Name, Former Address and Former Fiscal Year, if Changed Since last Report.



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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 ̈

Indicate by check mark whether the Registrant is a large accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large filer in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer    x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(d) of the Securities
Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.    Yes ̈No ̈

As of March 1, 2006, there were 195,730 shares of the Registrants Common Stock, $.01 par value per share, outstanding.



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EXPLANATORY NOTE

THE PURPOSE OF THIS AMENDMENT NO. 1 (THE AMENDMENT) TO THE QUARTERLY REPORT ON FORM 10-Q OF EXCELSIOR PRIVATE EQUITY FUND II, INC. (THE REGISTRANT) FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2006 (THE ORIGINAL
FORM 10-Q) IS TO INCLUDE TWO PARAGRAPHS IN NOTE 2 TO THE FINANCIAL STATEMENTS THAT WERE INADVERTENTLY OMITTED DUE TO A PRINTING ERROR. NO OTHER INFORMATION INCLUDED IN THE ORIGINAL FORM 10-Q IS AMENDED BY THIS AMENDMENT.



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The following paragraphs are inserted as the third and fourth paragraphs in Note 2 to the Financial Statements:

Under the Agreement, for the services provided, the Managing Investment Adviser is entitled to receive a management fee at the annual rate
of 1.50% of the net assets of the Company, determined as of the end of each calendar quarter, that are invested or committed to be invested in Private Companies or Private Investment Funds and equal to an annual rate of 0.50% of the net assets of
the Company, determined as of the end of each calendar quarter, that are invested in short-term investments and are not committed to Private Companies or Private Investment Funds. As of April 30, 2006 and October 31, 2005, $122,945 and
$138,793, respectively, were payable to the Managing Investment Adviser and the former Managing Investment Adviser.

In addition to the
management fee, the Company has agreed to pay the Managing Investment Adviser an incentive fee in an amount equal to 20% of the cumulative realized capital gains (net of realized capital losses and unrealized gross capital depreciation) on
investments other than Private Investment Funds, less the aggregate amount of incentive fee payments in prior years. If the amount of the incentive fee in any year is a negative number, or cumulative net realized gains less gross unrealized capital
depreciation at the end of any year is less than such amount calculated at the end of the previous year, the Managing Investment Adviser will be required to repay the Company all or a portion of the incentive fee previously paid. During the quarters
ended April 30, 2006 and October 31, 2005, respectively, $0 was earned by and payable to the Managing Investment Adviser and the former Managing Investment Adviser.



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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: July 5, 2006 |  | By:                                    |  | /s/ Leo P. Grohowski                                        
|                   |  |                                        |  | Leo P. Grohowski Co-Chief Executive Officer                 
|                   |  |                                       
|Date: July 5, 2006 |  | By:                                    |  | /s/ Raghav V. Nandagopal                                    
|                   |  |                                        |  | Raghav V. Nandagopal Co-Chief Executive Officer             
|                   |  |                                       
|Date: July 5, 2006 |  | By:                                    |  | /s/ Robert F. Aufenanger                                    
|                   |  |                                        |  | Robert F. Aufenanger Treasurer (Principal Financial Officer)