<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 10-Q

(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, 2002
                               ------------------------------------------------

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

                     EXCELSIOR PRIVATE EQUITY FUND II, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                                  <C>
MARYLAND                                                                           22-3510108
--------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)       (I.R.S. Employer Identification No.)

114 West 47th Street, New York, NY                                                   10036-1532
--------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)                                             (Zip Code)
</TABLE>

Registrant's Telephone Number, Including Area Code (212) 852-1000
                                                   -----------------------------


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

         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 June 1, 2002, there were 195,730 shares of the Registrant's
Common Stock, $.01 par value per share, outstanding.

<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 Excelsior Private Equity Fund II, Inc.'s (the
"Company's") actual results to differ from future performance suggested herein.

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

    <S>                                                                                                       <C>
    PART I.      FINANCIAL INFORMATION
                                                                                                                  1

        Item 1.  Financial Statements.

                 Portfolio of Investments as of April 30, 2002.                                                   1

                 Statement of Assets and Liabilities at April 30, 2002 and October 31, 2001.                      6

                 Statement of Operations  for the six-month  periods ended April 30, 2002 and April 30, 2001.     7

                 Statement of Changes in Net Assets for the six-month periods ended April 30, 2002 and
                 April 30, 2001.                                                                                  8

                 Statement of Cash Flows for the six-month periods ended April 30, 2002 and April 30, 2001.       9

                 Financial Highlights at April 30, 2002 and October 31, 2001.                                    10

                 Notes to Financial Statements.                                                                  11

        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
                 Operations.                                                                                     14

        Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                                     15

    PART II.     OTHER INFORMATION

        Item 1.  Legal Proceedings.                                                                              16

        Item 2.  Changes in Securities and Use of Proceeds.                                                      16

        Item 3.  Defaults Upon Senior Securities.                                                                16

        Item 4.  Submission of Matters to a Vote of Security Holders.                                            16

        Item 5.  Other Information.                                                                              16

        Item 6.  Exhibits and Reports on Form 8-K.                                                               16


SIGNATURES                                                                                                       17
</TABLE>

<PAGE>

PART I.      FINANCIAL INFORMATION

Item 1.  Financial Statements.

Excelsior Private Equity Fund II, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------

                                                        April 30, 2002
                                              ----------------------------------

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

  SHORT-TERM INVESTMENTS:

    U.S. GOVERNMENT & AGENCY OBLIGATIONS      $     30,469,339           23.82 %

    INVESTMENT COMPANIES                             5,079,103            3.97 %

  PRIVATE INVESTMENT FUNDS                          33,261,048           26.00 %

  PORTFOLIO COMPANIES                               60,939,623           47.63 %

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

  TOTAL INVESTMENTS                                129,749,113          101.42 %
  OTHER ASSETS & LIABILITIES (NET)                  (1,817,231)          (1.42)%
                                              ----------------      -----------

  NET ASSETS                                  $    127,931,882          100.00 %
                                              ================      ===========

                       See Notes to Financial Statements.

                                        1

<PAGE>

Excelsior Private Equity Fund II, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 April 30, 2002
                                                                                                 --------------

    Principal                                                                    Acquisition       Coupon           Value
  Amount/Shares                                                                    Date ##       Rate/Yield        (Note 1)
  -------------                                                                    -------       ----------        --------
  <S>                                                                            <C>             <C>          <C>
                    U.S. GOVERNMENT AGENCY OBLIGATIONS - 23.82%
  $  30,500,000     U.S. Treasury Bills, 05/23/02                                                  1.645%     $       30,469,339
                                                                                                              ------------------
                      Total -- U.S. Government Agency Obligations                                                     30,469,339
                      (Cost $30,469,339)
                                                                                                              ------------------

                    PRIVATE INVESTMENT FUNDS #, ** -- 26.00%
                    Advanced Technology Ventures V, L.P.                         09/98-07/01                           2,294,404
                    Brand Equity Ventures I, L.P.                                03/98-10/01                             775,910
                    Brentwood Associates III, L.P.                               06/99-04/02                           2,889,492
                    Broadview Capital Partners, L.P.                             04/99-03/02                           2,479,804
                    Commonwealth Capital Ventures II, L.P.                       01/99-09/01                           2,450,360
                    Communications Ventures III, L.P.                            11/98-05/00                           2,503,715
                    Friedman, Fleischer & Lowe Capital Partners, L.P.            01/99-04/02                           1,087,640
                    Mayfield X, L.P.                                             06/99-12/01                           3,019,971
                    Mid-Atlantic Venture Fund III, L.P.                          04/98-02/01                           2,619,722
                    Morgenthaler Venture Partners V, L.P.                        10/98-08/01                           5,819,023
                    Quad-C Partners V, L.P.                                      04/98-01/02                           4,166,851
                    Sevin Rosen Fund VI, L.P.                                    03/98-08/00                           2,012,926
                    Trinity Ventures VI, L.P.                                    09/98-04/02                           1,141,230
                                                                                                              ------------------
                      Total - Private Investment Funds (Cost $47,418,940)                                             33,261,048
                                                                                                              ------------------

                    PRIVATE COMPANIES #, **, @ -- 28.10%
                      Common and Preferred Stocks - 28.10%
                           Biotechnology -- 0.00%
      7,100,000     Protogene Laboratories, Inc., Preferred Series B             12/99-08/01                                  --
                                                                                                              ------------------
                                                                                                                              --
                           Educational Services - 3.24%
         75,059     Mosaica Education, Inc., Preferred Series C Preferred           08/01                              3,537,722
            N/A     Reed Elsevier PLC, Escrow                                       09/01                                601,592
                                                                                                              ------------------
                                                                                                                       4,139,314

                         Internet Services - Business - 9.63%
      2,032,205     Captura Software, Inc. Series 1 Preferred                       02/99                                     --
        533,777     Captura Software, Inc. Junior Preferred                         02/00                                     --
        769,082     Captura Software, Inc. Series 2 Preferred                       08/01                              2,419,811
</TABLE>

                       See Notes to Financial Statements.

                                        2

<PAGE>

Excelsior Private Equity Fund II, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  April 30, 2002
                                                                                                  --------------

    Principal                                                             Acquisition        Coupon                    Value
  Amount/Shares                                                             Date ##        Rate/Yield               (Note 1)
  -------------                                                             -------        ----------               --------
<S>                                                                       <C>              <C>               <C>
         1,428,572  Clear Orbit, Inc.                                        06/00                           $       5,000,013
         2,388,345  Firstsource Corp., Series A                              02/00                                          --
             1,481  Foster & Gallagher, Inc.                              02/00-03/00                                       --
         1,877,763  Marketfirst Software, Inc., Series D                  09/99-05/01                                       --
           787,166  Marketfirst Software, Inc., Series E                  09/99-05/01                                       --
         7,728,932  Marketfirst Software, Inc., Series F                  09/99-05/01                                4,907,693
         1,676,229  Release Software. Corp., Series D                        06/98                                          --
           115,000  ReleaseNow, Inc., Series E                               07/99                                          --
           176,000  ReleaseNow, Inc., Series F                               12/00                                          --
           100,000  ReleaseNow, Inc., Series G                               12/00                                          --
                                                                                                             -----------------
                                                                                                                    12,327,517

                             Semiconductors - 13.29%

         4,850,000  PowerSmart, Inc., Common                                 10/00                                   5,194,576
         7,960,371  PowerSmart, Inc., Series A                               01/98                                   9,924,100
           530,786  PowerSmart, Inc., Series B                               08/99                                   1,139,209
           252,780  PowerSmart, Inc., Series D                               10/00                                     741,239
                                                                                                             -----------------
                                                                                                                    16,999,124

                             Promissory Notes - 0%
                               Biotechnology -- 0.0%

           670,000  Protogene Laboratories, Inc., Convertible
                    Promissory
                       Note                                               08/01-01/02         4.25%                         --
           670,000  Protogene Laboratories, Inc., Convertible
                    Promissory
                       Note                                               08/01-01/02         4.25%                         --
           800,000  Protogene Laboratories, Inc., Convertible
                    Promissory
                       Note                                               08/01-01/02         4.25%                         --
                                                                                                             -----------------
                                                                                                                            --


                               Educational Services -- 1.54%

           686,415  Mosaica Education, Inc., Bridge Notes                 02/01-08/01      0-13.00%                    686,415
         1,025,748  Mosaica Education, Inc. (Advantage Schools),
                       Promissory Note                                    02/01-08/01      0-13.00%                  1,025,748
           256,437  Mosaica Education, Inc. (ASI Texas LLC),
                       Promissory Note                                    02/01-08/01      0-13.00%                    256,437
                                                                                                             -----------------
                                                                                                                     1,968,600

                               Internet Services - Business -- 0.00%

           750,000  Killerbiz, Inc., Promissory Note                      12/99-08/00         8.00%                         --
           133,333  ReleaseNow, Inc., Promissory Note                     7/01-10/01         16.00%                         --
           133,333  ReleaseNow, Inc., Promissory Note                     8/01-10/01         16.00%                         --
                                                                                                             -----------------
                                                                                                                            --
</TABLE>

                       See Notes to Financial Statements.

                                        3

<PAGE>

Excelsior Private Equity Fund II, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               April 30, 2002
                                                                                               --------------

    Principal                                                              Acquisition      Coupon       Value
  Amount/Shares                                                              Date ##      Rate/Yield    (Note 1)
  -------------                                                              -------      ----------    --------
<S>                                                                        <C>            <C>           <C>
                              Warrants - 0.40%
                                Internet Services - Business -- 0.40%
            76,950  Curon Medical, Inc.                                       08/00                        $            --
           815,223  Marketfirst Software, Inc., Series E                   09/99-05/01                             517,648
           782,562  Marketfirst Software, Inc., Series F                   09/99-05/01                                  --
                                                                                                       -------------------
                                                                                                                   517,648

                                Semiconductors -- 0.00%
            11,308  PowerSmart, Inc., Series D                                03/01                                     --
                                                                                                       -------------------
                                                                                                                        --
                                Total - Private Companies
                                (Cost$68,740,576)                                                               35,952,203
                                                                                                      --------------------
                             PUBLIC COMPANIES #, ** -- 19.53%
                                Common Stock - 14.20%
                                  Medical Devices - 9.44%
         1,819,082  Cardiac Science, Inc.                                     09/01                              4,741,333
           219,190  Cardiac Science, Inc. Escrow                              09/01                                476,738
         2,381,088  Curon Medical, Inc. @                                     08/99                              6,861,105
                                                                                                       -------------------
                                                                                                                12,079,176

                                  Media and Entertainment - 4.76%
           520,609  Cross Media Marketing Corp.                               10/01                              6,091,126
                                                                                                       -------------------


                               Promissory Notes - 5.33%
                                  Medical Devices - 5.33%
         5,733,248  Cardiac Science, Inc., Bridge Notes                       09/01         10.00%               5,733,248
            60,448  Cardiac Science, Inc., Bridge Notes                       09/01         10.00%                  60,448
           438,422  Cardiac Science, Inc., Bridge Notes Escrow                09/01         10.00%                 438,422
           585,000  Cardiac Science, Inc., (SurVivaLink Corp) Promissory
                    Note                                                      12/99         12.00%                 585,000
                                                                                                       -------------------
                                                                                                                 6,817,118

                             Total - Public Companies (Cost $22,242,265)                                        24,987,420
                                                                                                       -------------------
</TABLE>

                       See Notes to Financial Statements.

                                        4

<PAGE>

Excelsior Private Equity Fund II, Inc.
Portfolio of Investments (Unaudited) (continued)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                       April 30, 2002
                                                                                       --------------

    Principal                                                        Acquisition      Coupon         Value
  Amount/Shares                                                        Date ##      Rate/Yield      (Note 1)
  -------------                                                        -------      ----------      -------
<S>                                                                  <C>            <C>             <C>

                    INVESTMENT COMPANIES - 3.97%

         5,079,103  Dreyfus Government Cash Management Fund                                 $     5,079,103
                                                                                            ---------------
                    Cost ($5,079,103)

TOTAL INVESTMENTS (Cost $173,950,223*) - 101.42%                                                129,749,113
OTHER ASSETS & LIABILITIES (NET) - (1.42)%                                                       (1,817,231)
                                                                                            ---------------

NET ASSETS - 100.00%                                                                         $  127,931,882
                                                                                            ===============
</TABLE>

*  Aggregate cost for federal tax and book purposes.
** Restricted as to public resale. Acquired between January 1, 1998 and April
   30, 2002. Total cost of restricted securities at April 30, 2002 aggregated
   $138,401,781. Total market value of restricted securities owned at April
   30, 2002 was $94,200,671 or 73.63% of net assets.
#  Non-income producing security.
## Required disclosure for restricted securities only.
@  At April 30, 2002, the Company owned 5% or more of the company's
   outstanding shares thereby making the company an affiliate as defined by
   the Investment Company Act of 1940. Total market value of affiliated
   securities owned at April 30, 2002 was $42,813,308.

                       See Notes to Financial Statements.

                                        5

<PAGE>

Excelsior Private Equity Fund II, Inc.
Statement of Assets and Liabilities (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 April 30, 2002     October 31, 2001
                                                                 --------------     ----------------
                                                                   (Unaudited)
<S>                                                              <C>                <C>
ASSETS:

Investment Securities, at Cost                                    $ 173,950,223       $ 166,466,755
                                                                  -------------       -------------

Investment Securities, at Value                                   $ 129,749,113         129,498,052


Cash                                                                         --             351,782
Receivables:
 From Investment Adviser                                                 11,122           7,723,112
 Interest                                                               412,832              19,731
 For Investments Sold                                                        --           3,920,263
Other Assets                                                             25,721             175,686
                                                                  -------------       -------------

         Total Assets                                               130,198,788         141,688,626
                                                                  -------------       -------------

LIABILITIES:

Managing Investment Advisory Fees Payable                               393,290                  --
Incentive Fee Payable                                                 1,263,006                  --
Administration and Shareholder Servicing Fees Payable                    34,024              28,999
Directors' Fees Payable                                                  23,742              59,989
Accrued Expenses and Other Payables                                     552,844             176,313
                                                                  -------------       -------------

         Total Liabilities                                            2,266,906             265,301
                                                                  -------------       -------------

NET ASSETS                                                        $ 127,931,882       $ 141,423,325
                                                                  =============       =============

NET ASSETS consist of:

Accumulated Undistributed Net Investment Income/(Loss)            $  (3,898,298)      $   2,230,182
Accumulated Net Realized (Loss) on Investments                       (3,643,025)         (8,598,006)
Net Unrealized (Depreciation) on Investments                        (44,201,110)        (36,968,703)
Allowance for Management Incentive Fee                               (2,619,378)         (1,356,372)
Par Value                                                                 1,957               1,957
Paid in Capital in Excess of Par Value                              182,291,736         186,114,267
                                                                  -------------       -------------

         Total Net Assets                                         $ 127,931,882       $ 141,423,325
                                                                  =============       =============

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

NET ASSET VALUE PER SHARE                                         $      653.61       $      722.54
                                                                  =============       =============
</TABLE>

                       See Notes to Financial Statements.

                                       6

<PAGE>


Excelsior Private Equity Fund II, Inc.
Statement of Operations (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                       April 30,
                                                            2002                        2001
                                                   -----------------------     -------------------
<S>                                                <C>                         <C>
INVESTMENT INCOME:

Interest Income                                    $              757,683      $           759,605
                                                   -----------------------     -------------------

         Total Income                                             757,683                  759,605
                                                   -----------------------     -------------------

EXPENSES:

Management Investment Advisory Fees                               733,665                1,436,990
Administrative Fees                                                66,438                   31,984
Custodial Fees                                                      2,232                   21,898
Legal Fees                                                         78,062                   80,779
Audit and Other Professional Service Fees                          43,639                   39,772
Directors' Fees and Expenses                                       29,753                   33,224
Shareholder Reports                                                13,231                   11,166
Insurance Expense                                                  25,093                   20,881
Miscellaneous Expense                                               4,465                    4,463
                                                   ----------------------      -------------------

         Total Expenses                                           996,578                1,681,157

Fees Waived and Reimbursed by Adviser                             (92,237)                  (5,011)
                                                   ----------------------      -------------------

         Net Expenses                                             904,341                1,676,146
                                                   ----------------------      -------------------

NET INVESTMENT (LOSS)                                            (146,658)                (916,541)
                                                   ----------------------      -------------------

REALIZED AND UNREALIZED (LOSS)
  ON INVESTMENTS:

Net Realized Gain on Security Transactions                      4,954,981                2,066,363

Change in Unrealized (Depreciation)
  on Investments                                               (7,232,407)             (91,093,860)
                                                   ----------------------      -------------------

NET REALIZED AND UNREALIZED
  (LOSS) ON INVESTMENTS                                        (2,277,426)             (89,027,497)

Change in Management Incentive Fee                             (1,263,006)              13,974,736
                                                   ----------------------      -------------------

NET (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS                 $           (3,687,090)     $       (75,969,302)
                                                   ======================      ===================
</TABLE>

                       See Notes to Financial Statements.

                                        7

<PAGE>

Excelsior Private Equity Fund II, Inc.
Statement of Changes in Net Assets (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                    April 30,

                                                           2002                  2001
                                                      -------------         --------------
<S>                                                   <C>                   <C>
OPERATIONS:

Net Investment (Loss)                                 $    (146,658)        $     (916,541)
Net Realized Gain on Investments                          4,954,981              2,066,363
Change in Unrealized (Depreciation)
  On Investments                                         (7,232,407)           (91,093,861)
Change in Allowance for Management Incentive
  Fee                                                    (1,263,006)            13,974,736
                                                      -------------         --------------
Net (Decrease) in Net Assets

  Resulting From Operations                              (3,687,090)           (75,969,303)

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net Investment Income                                    (5,981,822)                    --
Return of Capital                                        (3,822,531)                    --
                                                      -------------         --------------
  Total Distributions                                    (9,804,353)                    --

NET (DECREASE) IN NET ASSETS                            (13,491,443)           (75,969,303)

NET ASSETS:

Beginning of Period                                     141,423,325            257,705,206
                                                      -------------         --------------

End of Period                                         $ 127,931,882         $  181,735,903
                                                      =============         ==============
</TABLE>

                       See Notes to Financial Statements.

                                       8

<PAGE>

Excelsior Private Equity Fund II, Inc.
Statement of Cash Flows (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                      April 30,

                                                               2002            2001
                                                         ------------    --------------
<S>                                                      <C>             <C>
CASH FLOWS FROM INVESTING
  AND OPERATING ACTIVITIES:

Proceeds from Sales of Investments                       $ 12,877,867    $    4,352,051
Purchases of Investments                                   (1,960,611)      (10,030,246)
Net (Increase)/Decrease in Short Term Investments          (9,401,334)       12,939,191
Investment Income                                             364,582           362,226
Decrease in Receivable from Investment Adviser              7,711,990                --
Operating Expenses Paid                                      (139,923)       (8,886,721)
                                                         ------------    --------------
Net Cash Provided from Investing and
    Operating Activities                                    9,452,571        (1,263,499)
                                                         ------------    --------------
CASH FLOWS FROM FINANCING
   ACTIVITIES:

Distributions Paid:
From Net Investment Income                                                           --
From Return of Capital                                     (5,981,822)               --
                                                           (3,822,531)
                                                         ------------    --------------
Net Cash Used for Financing Activities                     (9,804,353)               --
                                                         ------------    --------------

Net (Decrease) in Cash                                       (351,782)       (1,263,499)

CASH AT BEGINNING OF PERIOD                                   351,782         1,192,864
                                                         ------------    --------------
CASH AT END OF PERIOD                                    $         --    $      (70,635)
                                                         ============    ==============
</TABLE>

                       See Notes to Financial Statements.

                                        9

<PAGE>

Excelsior Private Equity Fund II, Inc.
Financial Highlights (Unaudited)
--------------------------------------------------------------------------------

Per Share Operating Performance:  (1)

<TABLE>
<CAPTION>
                                                          April 30, 2002    October 31, 2001
                                                         ----------------   -----------------
<S>                                                     <C>                 <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           722.54       $   1,316.64

INCOME FROM INVESTMENT OPERATIONS:
Net Investment (Loss)                                           (0.75)             (9.30)
Net Realized (Loss) and Unrealized (Loss) on
Investments                                                    (11.64)           (678.46)
Change in Allowance for Management Incentive Fee                (6.45)             93.66
                                                         ------------       ------------
   Total from Investment Operations                            (18.84)           (594.10)
                                                         ------------       ------------
DISTRIBUTIONS:

From Investment Income                                         (30.56)                --
Return of Capital                                              (19.53)                --
                                                         ------------       ------------
   Total Distributions                                         (50.09)                --
                                                         ------------       ------------

NET ASSET VALUE, END OF PERIOD                           $     653.61       $     722.54
                                                         ============       ============

TOTAL NET ASSET VALUE RETURN (3)                                (2.61)%           (44.58)%
                                                         ============       ============
Ratios and supplemental data:
Net Assets, End of Period (000's)                        $    127,932       $    141,423
Ratios to Average Net Assets (2)
   Gross Expenses                                                1.46%              1.59%
   Net Expenses                                                  1.33%              1.48%
   Net Investment (Loss)                                        (0.21)%            (0.91)%
   Interest Expense Ratio                                         N/A                N/A
   Turnover (3)                                                  1.51%             11.00%
</TABLE>

(1)   For a share outstanding throughout the period
(2)   Annualized
(3)   Non-annualized

                       See Notes to Financial Statements.

                                       10

<PAGE>

                     Excelsior Private Equity Fund II, Inc.

                    (Notes to Financial Statements Unaudited)

Note 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 a
non-diversified, closed-end management investment company that has elected to be
treated as a business development company under the Investment Company Act of
1940, as amended.

     The following is a summary of the Company's significant accounting
policies. Such policies are in conformity with generally accepted accounting
principles for investment companies and are consistently followed in the
preparation of the financial statements. Generally accepted accounting
principles in the United States require management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from these estimates.

     (a) Portfolio valuation:

          The Company values portfolio securities quarterly and at such other
     times as, in the Board of Directors' view, circumstances warrant.
     Investments in securities for which market quotations are readily available
     generally will be valued at the last sale price on the date of valuation
     or, if no sale occurred, at the mean of the latest bid and ask prices;
     provided that, as to such securities that may have legal, contractual or
     practical restrictions on transfer, a discount of 10% to 40% from the
     public market price will be applied. Securities for which no public market
     exists and other assets will be valued at fair value as determined in good
     faith by the Managing Investment Adviser (as defined below) or a committee
     of the Board under the supervision of the Board pursuant to certain
     valuation procedures summarized below. Securities having remaining
     maturities of 60 days or less are valued at amortized cost.

          The value for securities for which no public market exists is
     difficult to determine. Generally, such investments will be valued on a
     "going concern" basis without giving effect to any disposition costs. There
     is a range of values that is reasonable for such investments at any
     particular time. Initially, direct investments are valued based upon their
     original cost, until developments provide a sufficient basis for use of a
     valuation other than cost. Upon the occurrence of developments providing a
     sufficient basis for a change in valuation, direct investments will be
     valued by the "private market" or "appraisal" method of valuation. The
     private market method shall only be used with respect to reliable third
     party transactions by sophisticated, independent investors. The appraisal
     method shall be based upon such factors affecting the company such as
     earnings, net worth, reliable private sale prices of the company's
     securities, the market prices for similar securities of comparable
     companies, an assessment of the company's future prospects or, if
     appropriate, liquidation value. The values for the investments referred to
     in this paragraph will be estimated regularly by the Managing Investment
     Adviser or a committee of the Board and, in any event, not less frequently
     than quarterly. However, there can be no assurance that such values will
     represent the return that might ultimately be realized by the Company from
     the investments.

          At April 30, 2002, market quotations were not readily available for
     securities valued at $69,213,251. Such securities were valued by the
     Managing Investment Adviser under the supervision of the Board of
     Directors. Because of the inherent uncertainty of valuation, the estimated
     values may differ significantly from the values that would have been used
     had a ready market for the securities existed, and the differences could be
     material.

     (b) Security transactions and investment income:

          Security transactions are recorded on a trade date basis. Realized
     gains and losses on investments sold are recorded on the basis of
     identified cost. Interest income, adjusted for amortization of premiums and
     discounts on investments, is earned from settlement date and is recorded on
     the accrual basis. Dividend income is recorded on the ex-dividend date.

                                       11

<PAGE>

     (c) Repurchase agreements:

          The Company enters into agreements to purchase securities and to
     resell them at a future date. It is the Company's policy to take custody of
     securities purchased and to ensure that the market value of the collateral
     including accrued interest is sufficient to protect the Company from losses
     incurred in the event the counterparty does not repurchase the securities.
     If the seller defaults and the value of the collateral declines or if
     bankruptcy proceedings are commenced with respect to the seller of the
     security, realization of the collateral by the Company may be delayed or
     limited.

     (d) 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.

          Dividends from net investment income are declared and paid at least
     annually. Any net realized capital gains, unless offset by any available
     capital loss carryforwards, are distributed to shareholders at least
     annually. Dividends and distributions are determined in accordance with
     federal income tax regulations which may differ from generally accepted
     accounting principles. These "book/tax" differences are either considered
     temporary or permanent. To the extent these differences are permanent, such
     amounts are reclassified within the capital accounts based on their federal
     tax basis treatment; temporary differences do not require reclassification.

          The Company has an unused capital loss carryforward of $8,602,181
     available for income tax purposes, to be applied against future net
     security profits, if any, realized after October 31, 2001. If not applied,
     the carryover expires in fiscal year 2009.

          At April 30, 2002, the tax basis of the Company's investments for
     federal income tax purposes amounted to $173,950,223. The net unrealized
     depreciation amounted to $44,201,110, which is comprised of gross
     unrealized appreciation of $16,150,371 and aggregate gross unrealized
     depreciation of $60,351,481.

     (e) Cash Equivalents

          The Company treats all highly-liquid financial instruments that mature
     within three months as cash equivalents.

Note 2 -- Investment Advisory Fee, Administration Fee and Related Party
Transactions

     Pursuant to an Investment Management Agreement ("Agreement"), United States
Trust Company of New York ("U.S. Trust NY") and U.S. Trust Company ("U.S.
Trust") serve as the Managing Investment Adviser to the Company. 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 portfolio companies or private 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 portfolio companies or private
funds.

     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
net capital depreciation) on investments other than private 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 net unrealized capital depreciation at the end of any year is less than
such

                                       12

<PAGE>

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.

     On December 20, 2001, the Board (including a majority of the directors that
are not interested persons of the Company) approved an Investment Sub-Advisory
Agreement (the "Sub-Advisory Agreement") among the Company, U.S. Trust NY, U.S.
Trust and U.S. Trust Company, N.A. Pursuant to the Sub-Advisory Agreement, U.S.
Trust Company, N.A. serves as the investment sub-adviser to the Company and
receives an investment management fee from the Managing Investment Adviser.

     U.S. Trust NY is a New York state-chartered bank and trust company and a
member bank of the Federal Reserve System. U.S. Trust is a Connecticut state
bank and trust company. U.S. Trust Company, N.A. is a nationally chartered bank.
Each is a wholly-owned subsidiary of U.S. Trust Corporation, a registered bank
holding company. U.S. Trust Corporation is a wholly-owned subsidiary of The
Charles Schwab Corporation.

     Beginning January 1, 2002, PFPC, Inc. ("PFPC") began providing
administrative and accounting services to the Company pursuant to an
Administration and Accounting Services Agreement. Also beginning January 1,
2002, PFPC Trust Company began providing custodian services to the Company
pursuant to a Custodian Services Agreement. Beginning February 1, 2002, PFPC
began providing transfer agency services to the Company pursuant to a Transfer
Agency Agreement. For the services provided to the Company by PFPC and its
affiliates, PFPC is entitled to an annual fee of 0.02% of average net assets
plus reimbursement of reasonable expenses, subject to a $14,000 base fee,
payable monthly.

     The Managing Investment Adviser has voluntarily agreed to waive or
reimburse other operating expenses of the Company, exclusive of management fees,
to the extent they exceed 0.25% of the Company's net assets. This reimbursement
amounted to $92,237 for the period ended April 30, 2002.

     Each director of the Company receives an annual fee of $9,000, and is
reimbursed for expenses incurred for attending meetings. No person who is an
officer, director or employee of the Managing Investment Adviser, or U.S. Trust
Corporation or its subsidiaries, who serves as an officer, director or employee
of the Company receives any compensation from the Company.

Note 3 -- Purchases and Sales of Securities

     Excluding short-term investments, the Company had $1,543,7381 in purchases
and $8,551,899 in sales of securities for the six-month period ended April 30,
2002.

     At April 30, 2002, the Company had outstanding investment commitments
totaling $8,002,124.

     The Company received distributions from private investment funds in the
amount of $59,898 for the six-month period ended April 30, 2002.

Note 4 -- Transactions with Affiliated Companies

     An affiliated company is a company in which the Company has ownership of at
least 5% of the voting securities. The Company did not receive dividend or
interest income from affiliated companies during the six-month period ended
April 30, 2002. Transactions with companies, which are or were affiliates are as
follows:

<TABLE>
<CAPTION>
                                                             Sale                     Realized         Value
Affiliate                                    Purchases     Proceeds      Interest    Gain (Loss)      (Note 1)
---------                                    ---------     --------      --------    -----------      --------
<S>                                          <C>           <C>           <C>         <C>            <C>
Cardiac Science, Inc. .....................   $     --     $ 8,551,899   $ 344,766   $ 4,609,173    $ 12,035,189
Reed Elsevier PLC (fka Classroom Connect,
   Inc.) ..................................         --         345,808     345,808       601,592              --
                                              ------------------------------------------------------------------
Total .....................................   $     --     $ 8,897,707   $ 344,766   $ 4,954,981    $ 12,636,781
                                              ========     ===========   =========   ===========    ============
</TABLE>

                                       13

<PAGE>

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

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

Six-Month Period Ended April 30, 2002 as Compared to the Similar Period in 2001

         The Company's net asset value per common share was $653.61 at April 30,
2002, down $68.93 per share from the net asset value per common share of $722.54
at October 31, 2001. The decrease in net asset value was principally the result
of the combined effect of decreases due to (i) a distribution of ordinary income
in the amount of $5,981,822 on December 28, 2001, (ii) a return of capital
distribution in the amount of $3,822,531 on January 7, 2002, (iii) an incentive
fee accrual payable to the Managing Investment Adviser for the period of
$1,263,006, and (iv) declines in the valuations of private investment funds held
by the Company. The declines were offset by realized gains of $4,609,173 from
the sale of 2,345,928 shares of Cardiac Science, Inc. common stock. The
Company's net asset value per common share was $928.50 at April 30, 2001, down
$388.14 per share from the net asset value per common share of $1,316.64 at
October 31, 2000.

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

         For the six-month periods ended April 30, 2002 and 2001, the Company
had a net realized gain on security transactions of $4,954,981 and $2,066,363,
respectively. For the six-month period ended April 30, 2002 and 2001, the
Company had a net change in unrealized depreciation on investments of
($7,232,407) and ($91,093,860), respectively. The net realized gain was
primarily the result of the Company's sale of shares of Cardiac Science, Inc.
The change in unrealized depreciation was principally the result of declines in
the valuations of private investment funds.

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

         For the six-month period ended April 30, 2002, the Company had interest
income of $757,683 and net operating expenses, net of expenses reimbursed by the
Managing Investment Adviser (as defined below), of $904,341, resulting in net
investment loss of $146,658 as compared to interest income of $759,605 and net
operating expenses, net of expenses reimbursed by the Managing Investment
Adviser, of $1,676,146, resulting in net investment loss of $916,541 for the
six-month period ended April 30, 2001. The primary reason for the decrease in
interest income was a decrease in assets invested in short-term instruments and
a decrease in short-term interest rates. The reduction in net operating expenses
is principally attributable to lower management investment advisory fees due to
a decrease in the value of assets under management.

         United States Trust Company of New York and U.S. Trust Company
(together, the "Managing Investment Adviser") provide 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 management fee is determined and payable quarterly. For the
six-month periods ended April 30, 2002 and 2001, the Managing Investment Adviser
earned $733,665 and $1,436,990 in management fees, respectively. In addition,
for the six-month periods ended April 30, 2002 and 2001, the change in allowance
for the management incentive fee was ($1,263,006) (an increase in accumulated
management incentive fees) and $13,974,736 (a decrease in accumulated management
incentive fees), respectively. This is primarily due to changes in cumulative
net realized and unrealized gains and losses during these periods. For the same
periods, the Managing Investment Adviser reimbursed other operating expenses of
the Company in the amounts of $92,237 and $5,011 respectively, as a result of
expenses incurred in excess of those permitted pursuant to the Company's
prospectus.

                                       14

<PAGE>

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

         At April 30, 2002, the Company's net assets were $127,931,882, a
decrease of $13,491,443 from net assets of $141,423,325 at October 31, 2001 due
to the combined effect of decreases due to (i) a distribution of ordinary income
in the amount of $5,981,822 on December 28, 2001, (ii) a return of capital
distribution in the amount of $3,822,531 on January 7, 2002, (iii) an incentive
fee accrual payable to the Managing Investment Adviser for the period of
$1,263,006, and (iv) declines in the valuations of private investment funds held
by the Company. The declines were offset by realized gains of $4,609,173 from
the sale of 2,345,928 shares of Cardiac Science, Inc. common stock. The
Company's net assets at April 30, 2001 were $181,735,903.

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

         The Company has focused its investments in the private equity
securities of expansion and later- stage venture capital companies and
middle-market companies that 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 pending distributions to shareholders or to
provide the liquidity necessary to make portfolio investments as investment
opportunities arise.

         The Company made no follow-on investments in the six-month period ended
April 30, 2002.

         At April 30, 2002, the Company held $0 in cash and $129,749,113 in
investments as compared to $351,782 in cash and $129,498,052 in investments at
October 31, 2001. The change from October 31, 2001 was the result of the net
effect of increases in the value of publicly-traded holdings, offset by declines
in the value of private investment funds and a private company investment. In
connection with the Company's commitments to private investment funds in the
amount of $58,000,000 since inception, a total of $50,414,749 has been
contributed by the Company through April 30, 2002. The Company, as of April 30,
2002, also has an outstanding capital commitment in the amount of $416,873 to a
follow-on round of financing in Captura Software, Inc.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Equity Price Risk

         A majority of the Company's investment portfolio consists of equity
securities in private companies and private investment funds, representing 51.4%
of the investment portfolio, which are not publicly traded. These investments
are recorded at fair value as determined by the Managing 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 investments in the equity
securities of three public companies. At April 30, 2002, these publicly traded
equity securities were valued at $18,170,302, representing 14% of the investment
portfolio. Thus, there is exposure to equity price risk, estimated as the
potential loss in fair value due to a hypothetical 10% decrease in quoted market
prices, of approximately a $1,817,030 decrease in the value of these securities.
At October 31, 2001, publicly traded equity securities were valued at
$17,606,283 and there was exposure to equity price risk of approximately a
$1,763,309 decrease in the value of those securities. The increase in market
value, and therefore, the potential loss in fair value, during the period was
principally the result of appreciation in the price of shares of Cardiac
Science, Inc. (NASDAQ: DFIB), Cross Media Marketing Corp. (AMEX: XMM) and Curon
Medical, Inc. (NASDAQ: CURN), each a publicly traded equity security.

                                       15

<PAGE>

PART II.     OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         The Annual Meeting of Shareholders of the Company was held at the
offices of United States Trust Company 114 West 47th Street, New York, New York
10036 at 10:00 a.m. (New York time) on March 22, 2002 (the "Meeting"). Of the
195,730 shares outstanding as of January 25, 2002, the record date for the
Meeting, 122,239 were present or represented by proxy at the Meeting. The
shareholders of the Company approved the following matter: to elect each of Mr.
Bernstein, Mr. Hover, Mr. Murphy and Mr. Imbimbo as Directors of the Company.
The results of the voting for this proposal were as follows:

     1.  Election of Directors:           For        Withheld
                                          ---        --------

         John C. Hover II                119,968       2,271
         Gene M. Bernstein               119,991       2,248
         Stephen V. Murphy               120,016       2,223
         Victor F. Imbimbo, Jr.          119,941       2,298

Item 5.  Other Information.

         None.

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

(a)      Exhibits.

         None.

(b)      Reports on Form 8-K.

         None.

                                       16

<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 14, 2002            By: /s/ David I. Fann
                                    --------------------------------------------
                                    David I. Fann
                                    (Principal Executive Officer)


Date:  June 14, 2002            By: /s/ Brian F. Schmidt
                                    --------------------------------------------
                                    Brian F. Schmidt
                                    (Principal Financial and Accounting Officer)

                                       17