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


869333.1

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

PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements (Unaudited).

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

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

          Statement of Operations for the three-month period ended July 31, 1999
          (Unaudited), the fiscal year to date at July 31, 1999 (Unaudited), the
          three-month  period  ended  July 31, 1998  (Unaudited)  and  the prior
          fiscal year to date at July 31, 1998 (Unaudited)

          Statement  of Changes in Net Assets for the  three-month  period ended
          July 31,  1998  (Unaudited),  the fiscal year to date at July 31, 1998
          (Unaudited),  the three-month  period ended July 31, 1998  (Unaudited)
          and the prior fiscal year to date at July 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
</TABLE>



869333.1

<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:  July 31, 1999
-------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                        <C>

                                                        July 31, 1999                            October 31, 1998
                                                         (Unaudited)
                                            ------------------------------------      -----------------------------------
PORTFOLIO STRUCTURE

    PORTFOLIO COMPANIES                     $        91,194,848           38.46%      $       46,144,355          22.81%

PRIVATE FUNDS                                        18,804,623            7.93%               4,061,440           2.01%

SHORT-TERM INVESTMENTS:

    Commercial Paper                                 56,000,000           23.62%              56,000,000          27.69%

    Corporate Bonds                                  11,234,748            4.73%              17,203,182           8.50%

    U.S. Government & Agency                         54,769,442           23.09%              74,447,794          36.81%
    Obligations

    Investment Companies                              6,683,980            2.82%               4,088,960           2.02%
                                              -----------------    -------------        ----------------    ------------

    TOTAL INVESTMENTS                               238,687,641          100.65%             201,945,731          99.84%
    OTHER ASSETS & LIABILITIES (NET)                (1,531,217)           -0.65%                 315,532           0.16%
                                              -----------------    -------------        ----------------    ------------

NET ASSETS                                  $       237,156,424          100.00%      $      202,261,263         100.00%
                                              =================    =============        ================    ============
</TABLE>




869333.1

<PAGE>


<TABLE>
<CAPTION>

Excelsior Private Equity Fund II, Inc.                                            Fiscal Year End:  October 31, 1999
Statement of Assets and Liabilities                                                    Quarter Ended:  July 31, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                               <C>


ASSETS                                                              July 31, 1999                   October 31, 1998
                                                                     (Unaudited)
----------------------------------------------------------

Investment Securities, at Cost                                 $           206,589,006          $        201,750,317
                                                                ======================           ===================

Investment Securities, at Value                                            238,687,641                   201,945,731


Cash                                                                               141                        20,601
Receivables:
  Interest                                                                     402,416                       860,744
  For Investments Sold                                                         588,973                             0
Prepaid Assets                                                                  46,092                        11,391

                                                                 ---------------------           -------------------
           TOTAL ASSETS                                                    239,725,263                   202,838,467
                                                                 ---------------------           -------------------


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

Managing Investment Advisory Fees Payable                                    2,469,131                       445,607
Administration & Shareholder Servicing Fees Payable                             15,963                        16,591
Directors Fees Payable                                                          32,536                        30,000
Accrued Expenses and Other Payables                                             51,209                        85,006
                                                                ----------------------           -------------------

TOTAL LIABILITIES                                                            2,568,839                       577,204
                                                                ----------------------           -------------------

NET ASSETS                                                     $           237,156,424          $        202,261,263
                                                                ======================           ===================



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

Accumulated Undistributed Net Investment Income                $             2,300,099          $          6,748,595
Accumulated Net Realized Gain/(Loss) on Investments                          9,233,487                          (592)
Net Unrealized Appreciation/(Depreciation) of Investments                   32,098,635                       195,414
Allowance for Management Incentive                                         (1,793,643)                             0
Par Value                                                                        1,957                         1,957
Paid In Capital in Excess of Par Value                                     195,315,889                   195,315,889
                                                                ----------------------           -------------------

          TOTAL NET ASSETS                                     $           237,156,424          $        202,261,263
                                                                ======================           ===================

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

NET ASSET VALUE PER SHARE                                      $              1,211.65                     $1,003.37
                                                                ======================                     =========

</TABLE>


869333.1

<PAGE>

<TABLE>
<CAPTION>

Excelsior Private Equity Fund II, Inc.                                                       Fiscal Year End:  October 31, 1999
Statement of Operations (Unaudited)                                                               Quarter Ended:  July 31, 1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                 <C>                 <C>

                                                                      Fiscal                                     Fiscal
                                                  Quarter Ended    Year to Date           Quarter Ended       Year To Date
                                                  July 31, 1999   July 31, 1999           July 31, 1998      July 31, 1998

INVESTMENT INCOME

Interest Income                              $        1,673,265  $        5,220,400   $       2,546,000   $            7,703,809
                                              -----------------    ----------------    ----------------    ---------------------

      TOTAL INCOME                                    1,673,265           5,220,400           2,546,000                7,703,809
                                              -----------------    ----------------    ----------------    ---------------------


EXPENSES

Management Investment Advisory Fees                     673,126           1,683,034             363,487                  964,820
Administrative Fees & Shareholder Servicing              16,551              47,947              16,058                   46,580
Custodial Fees                                           25,748              46,037              10,365                   29,698
Legal Fees                                               28,088             101,912              24,078                   58,423
Audit and Other Professional Service Fees                 6,553              19,446               7,053                   19,946
Directors' Fees and Expenses                             10,964              32,536               7,562                   22,438
Shareholder Reports                                       1,638               4,862               3,160                    5,640
Organization Expenses                                         0                   0                   0                   14,811
Insurance Expense                                        17,093              46,328              14,901                   44,466
Interest Expense                                              0              16,336                   0                        0
Miscellaneous Expenses                                      503                 998                 152                      450
                                              -----------------    ----------------    ----------------    ---------------------

      TOTAL EXPENSES                                    780,264           1,999,436             446,816                1,207,272

Fees Waived and Reimbursed by Advisor                         0                   0                   0                        0
                                              -----------------    ----------------    ----------------    ---------------------

      NET EXPENSES                                      780,264           1,999,436             446,816                1,207,272
                                              -----------------    ----------------    ----------------    ---------------------

NET INVESTMENT INCOME                                   893,001           3,220,964           2,099,184                6,496,537
                                              -----------------    ----------------    ----------------    ---------------------


REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS

Net Realized Gain on Security Transactions            8,812,595           9,234,096                   0                        0
Change in Unrealized Appreciation/
(Depreciation) on Investments                        15,942,539          31,903,204             106,394                  (5,552)
                                              -----------------    ----------------    ----------------    ---------------------

NET REALIZED AND UNREALIZED
GAIN/(LOSS) ON INVESTMENTS                           24,755,134          41,137,300             106,394                  (5,552)

Change in Management Incentive Fee                  (1,709,461)         (1,793,643)                   0                        0
                                              -----------------    ----------------    ----------------    ---------------------


NET INCREASE IN NET ASSETS                   $       23,938,674  $       42,564,621   $       2,205,578   $            6,490,985
RESULTING FROM OPERATIONS                     =================    ================    ================    =====================

</TABLE>



869333.1

<PAGE>


<TABLE>
<CAPTION>

Excelsior Private Equity Fund II, Inc.                                                          Fiscal Year End:  October 31, 1999
Statement of Changes in Net Assets (Unaudited)                                                       Quarter Ended:  July 31, 1999
----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                   <C>                  <C>


                                                                            Fiscal                                   Fiscal
                                                    Quarter Ended        Year to Date        Quarter Ended        Year To Date
                                                    July 31, 1999       July 31, 1999        July 31, 1998       July 31, 1998



OPERATIONS:

Net Investment Income                             $        893,001  $        3,220,964   $        2,099,184   $       6,496,537
Net Realized Gain on Investments                         8,812,595           9,234,096                    0                   0
Change in Unrealized Appreciation/(Depreciation)
on Investments                                          15,942,539          31,903,204              106,394             (5,552)
Change in Allowance for Management Incentive Fee       (1,709,461)         (1,793,643)                    0                   0

Net Increase in Net Assets
   Resulting From Operations                            23,938,674          42,564,621            2,205,578           6,490,985

DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                       0         (7,669,460)                    0         (1,763,590)
From Net Realized Gain on Investments                            0                   0                    0                   0

CAPITAL SHARE TRANSACTIONS*
Subscriptions                                                    0                   0                    0          40,217,000
Offering costs                                                   0                   0                    0           (412,154)
                                                    --------------    ----------------    -----------------    ----------------


NET INCREASE IN NET ASSETS                              23,938,674          34,895,161            2,205,578          44,532,241

NET ASSETS:
   Beginning of Period                                 213,217,750         202,261,263          198,376,204         156,049,541
                                                   ---------------    ----------------    -----------------    ----------------

   End of Period                                  $    237,156,424  $      237,156,424   $      200,581,782   $     200,581,782
                                                   ===============    ================    =================    ================
</TABLE>
----------------------------
*   Secondary Offering

869333.1

<PAGE>




Excelsior Private Equity Fund II, Inc.       Fiscal Year Ended: October 31, 1999
Notes to Financial Statements:                       Quarter Ended: July 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 July
     31, 1999,  excluding  short-term  investments,  for the Company  aggregated
     $18,335,096 and $588,990,  respectively.  At July 31, 1999, the Company had
     outstanding investment commitments of $40,614,488.

869333.1

<PAGE>



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

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

THREE-MONTH PERIOD ENDED JULY 31, 1999

At July 31, 1999,  the Company's net asset value per common share was $1,211.65,
an increase of $122.30  from net asset value per common  share of  $1,089.35  at
April 30, 1999 resulting primarily from the sale of Softcom  Microsystems,  Inc.
as well as sales of NextLink Communications, Inc. shares received in conjunction
with the Company's merger with WMP Communications,  Inc. In addition, there were
significant mark-ups in Classroom Connect, Inc. and LifeMinders.com, Inc.

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

For the three months ended July 31, 1999, the Company had a net realized gain on
security  transactions  of  $8,812,595.  The realized  gains were  primarily the
result of the sales of NextLink Communications,  Inc. For the three months ended
July  31,  1999,  the  Company  had  a  $15,942,539  net  change  in  unrealized
appreciation from investments.  This change in unrealized  appreciation resulted
primarily from the mark-ups in Softcom  Microsystems,  Inc.,  Classroom Connect,
Inc., LifeMinders.com, Inc. and ReleaseNow.com Corp.

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

For the three  months ended July 31,  1999,  the Company had interest  income of
$1,673,265 and net operating  expenses of $780,264,  resulting in net investment
income of $893,001.  For the three  months ended July 31, 1998,  the Company had
interest income of $2,546,000 and net operating expenses of $446,816,  resulting
in net investment income of $2,099,184.

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
July 31, 1999 and 1998,  the Managing  Investment  Adviser  earned  $673,126 and
$363,487 in management fees,  respectively.  In addition, for the quarters ended
July 31, 1999 and 1998, the change in allowance for the Management Incentive Fee
was $1,709,461 and $0, respectively.

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

At July 31, 1999,  the  Company's net assets were  $237,156,424,  an increase of
$23,938,674 from net assets of $213,217,750 at April 30, 1999. At July 31, 1998,
the Company's net assets were  $200,581,782,  an increase of $2,205,578 from net
assets of $198,376,204 at April 30, 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 July 31, 1999, the Company made an investment in On The
Go Software,  Inc. The Company  also made a $5 million  commitment  to Brentwood
Associates Private Equity III and a $5 million commitment to Mayfield X.

869333.1

<PAGE>



At July 31, 1999, the Company held $141 in cash and $238,687,641 in investments.
At July 31, 1999,  investments  included  $91,194,848  in  portfolio  companies,
$18,804,623 in private funds,  $56,000,000 in commercial  paper,  $11,234,748 in
corporate  bonds,  $54,769,442 in U.S.  Government and agency  obligations,  and
$6,683,980  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
funds,   $56,000,000  in  commercial  paper,  $17,203,182  in  corporate  bonds,
$74,447,794  in  U.S.  Government  and  agency  obligations  and  $4,088,960  in
investment companies.  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.



Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Equity Price Risk:
------------------

Nearly half 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.
Nevertheless, the Company is exposed to equity price risk through its investment
in the equity securities of one public company. At July 31, 1999, these publicly
traded equity  securities were valued at $5,017,672.  Thus, there is exposure to
equity price risk, which is estimated as the potential loss in fair value due to
a  hypothetical  10%  decrease in quoted  market  prices,  and would result in a
decrease  of  approximately  $501,767 in the value of these  securities.  Actual
results may differ.



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.



869333.1

<PAGE>



Item 3. Defaults upon Senior Securities.

        None.



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 July 31, 1999:

            None.



869333.1

<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: September 14, 1999             -----------------------------------------
                                 By: David I. Fann
                                     President and Principal Executive Officer


Date: September 14, 1999             -----------------------------------------
                                 By: Brian F. Schmidt
                                     Chief Financial Officer




869333.1

<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.


                                     /s/ David I. Fann
Date: September 14, 1999             -----------------------------------------
                                 By: David I. Fann
                                     President and Principal Executive Officer


                                     /s/ Brian F. Schmidt
Date: September 14, 1999             -----------------------------------------
                                 By: Brian F. Schmidt
                                     Chief Financial Officer


869333.1