<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 July 31, 2003
                               -------------------------------------------------

                                       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)

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

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

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 September 1, 2003, 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.

     The interim financial statements contained in this quarterly report 10Q
have been reviewed by Ernst & Young LLP, the Company's independent public
accountants.

<TABLE>
<CAPTION>
                 INDEX                                                                                  PAGE NO.
                 -----                                                                                  --------
       <S>                                                                                              <C>
       PART I.   FINANCIAL INFORMATION


        Item 1.  Financial Statements.                                                                     1

                 Portfolio of Investments as of July 31, 2003.                                             2

                 Statement of Assets and Liabilities at July 31, 2003 and October 31, 2002.                4

                 Statement of Operations for the nine-month periods ended July 31, 2003 and July
                 31, 2002.                                                                                 5

                 Statement of Operations for the three-month periods ended July 31, 2003 and July
                 31, 2002.                                                                                 6

                 Statement of Changes in Net Assets for the nine-month  periods ended July 31, 2003
                 and July 31, 2002.                                                                        7

                 Statement of Cash Flows for the  nine-month  periods  ended July 31, 2003 and July
                 31, 2002.                                                                                 8

                 Financial Highlights at July 31, 2003 and July 31, 2002.                                  9

                 Notes to Financial Statements.                                                            10

                 Independent Accountants' Review Report.                                                   13


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

        Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                               16

        Item 4.  Controls and Procedures.                                                                  16

       PART II.  OTHER INFORMATION

        Item 1.  Legal Proceedings.                                                                        17

        Item 2.  Changes in Securities and Use of Proceeds.                                                17

        Item 3.  Defaults Upon Senior Securities.                                                          17

        Item 4.  Submission of Matters to a Vote of Security Holders.                                      17

        Item 5.  Other Information.                                                                        17
</TABLE>

<PAGE>

     Item 6.  Exhibits and Reports on Form 8-K.                         17


SIGNATURES                                                              18

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements.


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

                                                       July 31, 2003
                                           ------------------------------------

PORTFOLIO STRUCTURE                             Value          Percent of Net
-------------------
                                                                   Assets
                                           ---------------     ----------------

  SHORT-TERM INVESTMENTS:

   AGENCY OBLIGATIONS                      $    12,125,000                21.07%

   INVESTMENT COMPANIES                          1,887,983                 3.28%

  PRIVATE INVESTMENT FUNDS                      29,324,685                50.96%

  PORTFOLIO COMPANIES                           12,400,686                21.55%

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

  TOTAL INVESTMENTS                             55,738,354                96.86%
  OTHER ASSETS & LIABILITIES (NET)               1,804,364                 3.14%
                                           ---------------     ----------------
  NET ASSETS                               $    57,542,718               100.00%
                                           ===============     ================

                  Notes to Financial Statements are an integral
                       part of these Financial Statements.

                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 July 31, 2003
                                                                                                 -------------
  Principal                                                            Acquisition       Coupon               Value
Amount/Shares                                                            Date ##       Rate/Yield            (Note 1)
-------------                                                            -------       ----------            --------
<S>             <C>                                                    <C>             <C>             <C>
                AGENCY OBLIGATIONS - 21.07%
  $ 12,125,000  Federal Home Loan Mortgage Corporation Discount
                Note, 8/01/03 (Cost $12,125,000)                                          1.00%        $      12,125,000

                PRIVATE INVESTMENT FUNDS #, ** - 50.96%
                Advanced Technology Ventures V, LP                     09/98-10/02                             1,499,735
                Brand Equity Ventures I, LP                            03/98-10/01                               587,164
                Brentwood Associates III, LP                           06/99-10/02                             4,286,920
                Broadview Capital Partners, LP                         04/99-10/02                             2,355,813
                Commonwealth Capital Ventures II, LP @                 01/99-10/02                             1,784,700
                Communications Ventures III, LP                        11/98-05/00                             1,051,544
                Friedman, Fleischer & Lowe Capital Partners, LP        01/99-10/02                             4,145,880
                Mayfield X, LP                                         06/99-05/02                             1,021,077
                Mayfield X Annex Fund                                  07/02-10/02                               238,074
                Mid-Atlantic Venture Fund III, LP @                    04/98-02/01                             1,866,082
                Morgenthaler Venture Partners V, LP                    10/98-08/01                             2,781,497
                Quad-C Partners V, LP                                  04/98-10/02                             5,612,040
                Sevin Rosen Fund VI, LP                                03/98-10/02                             1,185,781
                Trinity Ventures VI, LP                                09/98-10/02                               908,378
                                                                                                       ------------------
                  Total - Private Investment Funds (Cost                                                      29,324,685
                $54,817,599)
                                                                                                       ------------------

                PRIVATE COMPANIES #, **, - 19.04%
                  Preferred Stocks - 14.84%
                     Educational Services - 6.15%
        75,059  Mosaica Education, Inc.,  Series C @                      08/01                                3,537,722
                                                                                                       ------------------

                     Internet Services - Business - 8.69%
     1,428,572  Clear Orbit, Inc., Series A @                             06/00                                5,000,013
     2,388,345  Firstsource Corp., Series A @                             02/00                                       --
                                                                                                       ------------------
                                                                                                               5,000,013

                  Promissory Notes - 4.20%
                     Biotechnology - 0.78%
       451,412  Metrigen, Inc., Promissory Note                           07/03            6.00%                 451,412
                                                                                                       ------------------

                     Educational Services - 3.42%
       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%                      --
                                                                                                       ------------------

                  Warrants - 0.00%
                     Biotechnology - 0.00%
        62,326  Metrigen, Inc.                                            07/03                                       --
                                                                                                       -------------------

                Total - Private Companies  (Cost $25,956,104)                                                 10,957,747
                                                                                                       -------------------
</TABLE>

                  Notes to Financial Statements are an integral
                      part of these Financial Statements.

                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                      July 31, 2003
                                                                                                      -------------
  Principal                                                             Acquisition        Coupon                Value
Amount/Shares                                                             Date ##        Rate/Yield             (Note 1)
-------------                                                             -------        ----------             --------
<S>                                                                     <C>              <C>           <C>
                  PUBLIC COMPANIES #, ** - 2.51%
                    Common Stock - 2.51%
                        Medical Devices - 2.51%

       2,381,088  Curon Medical, Inc. @                                    08/99                       $         1,442,939
                                                                                                       --------------------

                        Warrants - Business - 0.00%
          76,950  Curon Medical, Inc. @                                    08/00                                        --
                                                                                                       --------------------


                  Total - Public Companies (Cost $6,124,143)                                                     1,442,939
                                                                                                       --------------------

                                                                                                       --------------------
                  Total - Portfolio Companies (Cost $32,080,247)                                                12,400,686
                                                                                                       --------------------

                  INVESTMENT COMPANIES - 3.28%
       1,887,983  Dreyfus Government Cash Management Fund
                  (Cost $1,887,983)                                                                              1,887,983
                                                                                                       --------------------


                                                                                                       --------------------
TOTAL INVESTMENTS (Cost $100,910,829*) - 96.86%                                                                 55,738,354
OTHER ASSETS & LIABILITIES (NET) - 3.14%                                                                         1,804,364
                                                                                                       --------------------
NET ASSETS - 100.00%                                                                                   $        57,542,718
                                                                                                       ====================
</TABLE>

*   Aggregate cost for federal tax and book purposes.
**  Restricted as to public resale. Acquired between March 1, 1998 and July 31,
    2003. Total cost of restricted securities at July 31, 2003 aggregated
    $86,897,846. Total market value of restricted securities owned at July 31,
    2003 was $41,725,371 or 72.51% of net assets.
#   Non-income producing security.
##  Required disclosure for restricted securities only.
@   At July 31, 2003, 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
    July 31, 2003 was $15,600,056.

                  Notes to Financial Statements are an integral
                      part of these Financial Statements.

                                       3

<PAGE>

Excelsior Private Equity Fund II, Inc.
Statement of Assets and Liabilities

<TABLE>
<CAPTION>
                                                           July 31, 2003               October 31, 2002
                                                         -----------------            ------------------
                                                            (Unaudited)
<S>                                                      <C>                          <C>
ASSETS:

Investment Securities, at Cost                             $ 100,910,829                 $ 113,801,501
                                                           =============                 =============

Investment Securities, at Value                            $  55,738,354                 $  54,747,094


Cash                                                           1,878,967                             -
Receivables:
   Escrow receivable                                                   -                     1,817,148
   From Investment Adviser (Note 2)                               62,504                     1,441,952
   Interest                                                      174,288                       109,702
Other Assets                                                      14,720                        52,616
                                                           -------------                 -------------

         Total Assets                                         57,868,833                    58,168,512

LIABILITIES:

Managing Investment Advisory Fees Payable (Note 2)               179,985                       191,628
Professional Fees Payable                                         61,755                       140,000
Directors' Fees Payable (Note 2)                                  44,876                        60,000
Administration Fees Payable (Note 2)                              28,001                        30,314
Accrued Expenses and Other Payables                               11,498                        62,728
                                                           -------------                 -------------

         Total Liabilities                                       326,115                       484,670
                                                           -------------                 -------------

NET ASSETS                                                 $  57,542,718                 $  57,683,842
                                                           =============                 =============

NET ASSETS consist of:

Undistributed Net Investment Loss                          $    (470,872)                $           -
Accumulated Net Realized Loss on Investments                 (36,056,783)                  (22,504,599)
Net Unrealized Depreciation on Investments                   (45,172,475)                  (59,054,407)
Par Value                                                          1,957                         1,957
Paid in Capital in Excess of Par Value                       139,240,891                   139,240,891
                                                           -------------                 -------------

         Total Net Assets                                  $  57,542,718                 $  57,683,842
                                                           =============                 =============

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

NET ASSET VALUE PER SHARE                                  $      293.99                 $      294.71
                                                           =============                 =============
</TABLE>

                  Notes to Financial Statements are an integral
                       part of these Financial Statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                           July 31,
                                                                   2003                2002
                                                               ------------        ------------
<S>                                                            <C>                 <C>
INVESTMENT INCOME:

Interest Income                                                $    158,535        $  1,211,110
Dividend Income                                                      17,603                   -
                                                               ------------        ------------

         Total Income                                               176,138           1,211,110

EXPENSES:

Managing Investment Advisory Fees (Note 2)                          540,053           1,022,816
Administrative Fees (Note 2)                                        125,813             122,463
Professional Fees                                                    99,246             169,087
Insurance Expense                                                    45,967              37,397
Directors' Fees (Note 2)                                             44,876              44,876
Shareholder Reports                                                  19,956              19,956
Miscellaneous Expense                                                 7,983              10,097
                                                               ------------        ------------

         Total Expenses                                             883,894           1,426,692

Fees Waived and Reimbursed by Adviser (Note 2)                     (236,884)           (157,666)
                                                               ------------        ------------

         Net Expenses                                               647,010           1,269,026
                                                               ------------        ------------

NET INVESTMENT LOSS                                                (470,872)            (57,916)
                                                               ------------        ------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:

Net Realized Gain (Loss) on Security Transactions               (13,552,184)         13,272,539

Change in Unrealized Appreciation (Depreciation)
  On Investments                                                 13,881,932         (30,282,720)
                                                               ------------        ------------

NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS                                         329,748         (17,010,181)

Change in Management Incentive Fee                                        -           1,077,914
                                                               ------------        ------------

NET DECREASE IN NET
  ASSETS RESULTING FROM OPERATIONS                             $   (141,124)       $(15,990,183)
                                                               ============        ============
</TABLE>

                  Notes to Financial Statements are an integral
                       part of these Financial Statements.

                                        5

<PAGE>

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

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              July 31,
                                                        2003            2002
                                                    ------------    ------------
<S>                                                 <C>             <C>
INVESTMENT INCOME:

Interest Income                                     $     55,506    $    453,427
Dividend Income                                            5,062               -
                                                    ------------    ------------

         Total Income                                     60,568         453,427

EXPENSES:

Managing Investment Advisory Fees (Note 2)               179,985         289,151
Administrative Fees (Note 2)                              42,087          56,025
Professional Fees                                         18,415          47,386
Insurance Expense                                         13,640          12,304
Directors' Fees (Note 2)                                  15,123          15,123
Shareholder Reports                                        6,725           6,725
Miscellaneous Expense                                      2,470           3,400
                                                    ------------    ------------

         Total Expenses                                  278,445         430,114

Fees Waived and Reimbursed by Adviser (Note 2)           (62,505)        (65,429)
                                                    ------------    ------------

         Net Expenses                                    215,940         364,685
                                                    ------------    ------------

NET INVESTMENT INCOME (LOSS)                            (155,372)         88,742
                                                    ------------    ------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:

Net Realized Gain (Loss) on Security Transactions     (6,229,306)      8,317,558

Change in Unrealized Appreciation (Depreciation)
  On Investments                                       8,090,276     (23,050,313)
                                                    ------------    ------------

NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS                                1,860,970     (14,732,755)

Change in Management Incentive Fee                             -       2,340,920
                                                    ------------    ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS                  $  1,705,598    $(12,303,093)
                                                    ============    ============
</TABLE>

                 Notes to Financial Statements are an integral
                      part of these Financial Statements.

                                       6

<PAGE>

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

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                              July 31,
                                                        2003            2002
                                                   -------------    -------------
<S>                                                <C>              <C>
OPERATIONS:

Net Investment (Loss)                              $    (470,872)   $     (57,916)
Net Realized Gain (Loss) on Investments              (13,552,184)      13,272,539
Change in Unrealized Appreciation (Depreciation)
 on Investments                                       13,881,932      (30,282,720)
Change in Allowance for Management Incentive
 Fee                                                           -        1,077,914
                                                   -------------    -------------
Net Decrease in Net Assets
 Resulting From Operations                              (141,124)     (15,990,183)

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                              (141,124)     (25,794,536)

NET ASSETS:

Beginning of Period                                   57,683,842      141,423,325
                                                   -------------    -------------

End of Period                                      $  57,542,718    $ 115,628,789
                                                   =============    =============
</TABLE>

                 Notes to Financial Statements are an integral
                      part of these Financial Statements.

                                       7

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended July 31,

                                                                                2003                   2002
                                                                            ------------           ------------
<S>                                                                         <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Decrease in Net Assets Resulting from Operations ...................  $   (141,124)          $(15,990,183)
Adjustments to reconcile net decrease in net assets resulting from
 operations to net cash provided by operating activities:
    Change in unrealized depreciation (appreciation) on investments ......   (13,881,932)            30,282,720
    Change in short-term investments .....................................    (4,375,635)           (31,526,764)
    Purchase of investments ..............................................            --             (5,292,683)
    Proceeds from dispositions of investments ............................     3,820,946             34,340,923
    Realized loss (gain) on investments ..................................    13,552,184            (13,272,539)
    Decrease in receivable for investments sold ..........................            --              3,920,263
    Decrease in receivable from investment adviser .......................     1,379,448              7,657,683
    Increase in incentive fee receivable .................................            --             (1,077,914)
    Increase in interest receivable ......................................       (64,586)               (72,124)
    Liquidation of escrow receivable .....................................     1,710,325                     --
    Decrease in other assets .............................................        37,896                156,579
    Increase (decrease) in expenses payable ..............................      (158,555)               326,610
                                                                            ------------           ------------
       Net cash provided by operating activities .........................     1,878,967              9,452,571
                                                                            ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Distribution of net investment income ...................................            --             (5,981,822)
 From return of capital ..................................................            --             (3,822,531)
                                                                            ------------           ------------
       Net cash used in financing activities .............................            --             (9,804,353)
                                                                            ------------           ------------
       Net change in cash ................................................     1,878,967               (351,782)
                                                                            ------------           ------------
         Cash at beginning of period .....................................            --                351,782
                                                                            ------------           ------------
         Cash at end of period ...........................................  $  1,878,967           $         --
                                                                            ============           ============
</TABLE>

                  Notes to Financial Statements are an integral
                      part of these Financial Statements.


                                       8

<PAGE>

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

Per Share Operating Performance:  (1)

<TABLE>
<CAPTION>
                                                     Nine Months Ended    Nine Months Ended
                                                       July 31, 2003        July 31, 2002
                                                     -----------------    -----------------
<S>                                                  <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                 $          294.71    $          722.54

INCOME FROM INVESTMENT OPERATIONS:
Net Investment Loss                                              (2.41)               (0.30)
Net Realized and Unrealized Gain on Investments                   1.69               (86.90)
Change in Allowance for Management Incentive Fee                    --                 5.51
                                                     -----------------    -----------------
   Total from Investment Operations                              (0.72)              (81.69)
                                                     -----------------    -----------------
DISTRIBUTIONS:
From Investment Income                                              --               (30.56)
Return of Capital                                                   --               (19.53)
                                                     -----------------    -----------------
   Total Distributions                                              --               (50.09)
                                                     -----------------    -----------------
NET ASSET VALUE, END OF PERIOD                       $          293.99    $          590.76
                                                     =================    =================
TOTAL NET ASSET VALUE RETURN (3),(4)                             (0.24)%             (11.31)%
                                                     =================    =================
Ratios and supplemental data:
Net Assets, End of Period (000's)                    $          57,543    $         115,629
Ratios to Average Net Assets (2)
   Gross Expenses (5)                                             2.07%                1.45%
   Net Expenses                                                   1.51%                1.29%
   Net Investment Loss                                           (1.10)%              (0.06)%
Portfolio Turnover (3)                                            0.00%                5.68%
</TABLE>

(1)  For a share outstanding throughout the period
(2)  Annualized
(3)  Non-annualized
(4)  Total investment return based on per share net asset value reflects the
     effects of changes in net asset value based on the performance of the
     Company during the period, and assumes dividends and distributions, if any,
     were reinvested. The Company's shares were issued in a private placement
     and are not traded. Therefore, market value total investment return is not
     calculated.
(5)  Expense ratio before waiver of fees and reimbursement of expenses by
     adviser.

 Notes to Financial Statements are an integral part of these Financial
                                   Statements.

                                       9

<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.

     The financial information for the Company as of July 31, 2003 and 2002 and
for the three and nine-month periods then ended is unaudited, but includes all
adjustments (consisting only of normal recurring accruals) which, in the opinion
of management, are necessary in order to make the financial statements not
misleading at such dates and for those periods. These financial statements have
been prepared in accordance with the instructions for Form 10-Q and, therefore,
do not include all information and footnotes required by accounting principles
generally accepted in the United States. These financial statements should be
read in conjunction with the audited financial statements and related notes
included in the Company's Form 10-K for the year ended October 31, 2002.
Operating results for the three or nine months ended July 31, 2003 are not
necessarily indicative of the results that may be expected for the entire year.

  (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 of Directors under the
  supervision of the Board of Directors 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" methods 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 of Directors 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.

     The valuation of the Company's private funds is based upon its pro-rata
  share of the value of the assets of a private fund as determined by such
  private fund, in accordance with its partnership agreement, constitutional or
  other documents governing such valuation, on the valuation date. If such
  valuation with respect to the Company's investments in private funds is not
  available by reason of timing or other event on the valuation date, or are
  deemed to

                                       10

<PAGE>

   be unreliable by the Managing Investment Adviser, the Managing Investment
   Adviser, under supervision of the Board, shall determine such value based on
   its judgment of fair value on the appropriate date, less applicable charges,
   if any.

       At July 31, 2003, market quotations were not readily available for
   securities valued at $40,282,432. 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.

   (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 receipt 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 that 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 at October 31, 2002
   of $22,323,602 available for income tax purposes, to be applied against
   future net security profits, if any, realized after October 31, 2002. If not
   applied, $8,602,181 of the carryover will expire in 2009 and $13,721,421 will
   expire in 2010.

       At July 31, 2003, the tax basis of the Company's investments for federal
   income tax purposes amounted to $100,910,829. The net unrealized depreciation
   amounted to $45,172,475 which is comprised of gross unrealized appreciation
   of $1,584,179 and aggregate gross unrealized depreciation of $46,756,654.

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

       Prior to June 1, 2003, and 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") served 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. Prior to June 1, 2003, and pursuant to a
sub-advisory agreement (the "Sub-Advisory Agreement")

                                       11

<PAGE>

among the Company, U.S. Trust NY, U.S. Trust and U.S. Trust Company, N.A., U.S.
Trust Company, N.A. served as the investment sub-adviser to the Company and
received an investment management fee from the Managing Investment Adviser.

     In addition to the management fee, the Company has agreed to pay the
Managing Investment Adviser an incentive fee in an amount equal to 20% of the
cumulative realized capital gains (net of realized capital losses and unrealized
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 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.

     U.S. Trust NY is a New York state-chartered bank and trust company and a
member bank of the Federal Reserve System. Effective June 1, 2003, U.S. Trust
merged into U.S. Trust Company, N.A., a nationally chartered bank. Pursuant to
an assumption agreement dated June 1, 2003, U.S. Trust Company, N.A. has assumed
the duties and obligations of U.S. Trust under the Agreement. Pursuant to a
termination agreement among the Company, U.S. Trust NY, U.S. Trust and U.S.
Trust Company, N.A., the Sub-Advisory Agreement terminated on June 1, 2003. As a
result, U.S. Trust Company, N.A., acting through its registered investment
advisory division, U.S. Trust Company, N.A. Asset Management Division, serves
with U.S. Trust NY, acting through its registered investment advisory division,
U.S. Trust - New York Asset Management Division, as Managing Investment Adviser
to the Company. The merger will have no impact on the management or operations
of the investment advisory functions performed for the Company, and does not
constitute a change in control. U.S. Trust NY and U.S. Trust Company, N.A. are
each 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, and a 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 average net assets. This
reimbursement amounted to $236,884 for the nine-month period ended July 31,
2003.

     Each director of the Company receives an annual fee of $9,000, plus a
meeting fee of $1,500 for each meeting attended, 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.

     During the nine-month period ended July 31, 2003, the Company executed a
sale of 94,430 shares of Pivotal Corporation common stock through Charles Schwab
Strategic Trading Group ("CSSTG"), an affiliate of the Company. As part of this
transaction, CSSTG received $1,889 in brokerage commissions.

Note 3 -- Purchases and Sales of Securities

     Excluding short-term investments, the Company had $0 in purchases and
$3,559,862 in sales of securities for the nine-month period ended July 31, 2003.
Excluding short-term investments, the Company had $5,292,683 in purchases and
$34,189,523 in sales of securities for the nine-month period ended July 31,
2002.

     The Company received distributions from private investment funds in the
amount of $261,084 for the nine-month period ended July 31, 2003. The Company
received distributions from private investment funds in the amount of $151,400
for the nine-month period ended July 31, 2002.

Note 4 -- Transactions with Affiliated Portfolio Companies

                                       12

<PAGE>

     An affiliated company is a company in which the Company has ownership of at
least 5% of the voting securities. Transactions with companies, which are or
were affiliates are as follows:

<TABLE>
<CAPTION>
                                                   For the Nine Month Period Ended July 31, 2003
                                             ---------------------------------------------------------
                                                                                                            Cumulative
                                October 31,                               Sale/ Merger      Realized          Value
Affiliate                       2002 Value     Purchases     Interest       Proceeds       Gain (Loss)       (Note 1)
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>           <C>          <C>             <C>               <C>
Cardiac Science, Inc.          $  1,421,986      $  --        $  --       $ 1,241,040     $    538,331        $    --
Protogene Laboratories, Inc.,
Preferred Series B                       --         --           --           557,503       (5,122,497)            --
Protogene Laboratories, Inc.,
Promissory Note                          --         --           --                --       (2,140,000)            --
ReleaseNow, Inc./Release
Software Corp.                           --         --           --            65,850       (7,890,855)            --
------------------------------------------------------------------------------------------------------------------------
Total                          $  1,421,986      $  --        $  --       $ 1,864,393     $(14,615,021)       $    --
                              ==========================================================================================
</TABLE>

                     Independent Accountants' Review Report

To the Shareholders and Board of Directors of
Excelsior Private Equity Fund II, Inc.

We have reviewed the accompanying statement of assets and liabilities of
Excelsior Private Equity Fund II, Inc. ("the Fund"), including the portfolio of
investments, as of July 31, 2003, the related statements of operations for the
three-month and nine-month periods ended July 31, 2003 and 2002, and the
statement of changes in net assets, the statement of cash flows, and the
financial highlights for the nine-month periods ended July 31, 2003 and 2002.
These financial statements and financial highlights are the responsibility of
the Fund's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements and financial
highlights referred to above for them to be in conformity with accounting
principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the statement of assets and liabilities,
including the portfolio of investments, as of October 31, 2002, the related
statements of operations and cash flows for the year then ended, the statement
of changes in net assets for each of the two years then ended and the financial
highlights for each of the five years then ended (not presented herein) and in
our report dated

                                       13

<PAGE>

December 17, 2002, we expressed an unqualified opinion on those financial
statements and financial highlights. In our opinion, the information set forth
in the accompanying condensed balance sheet as of October 31, 2002, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.

                                                               ERNST & YOUNG LLP

Boston, Massachusetts
September 5, 2003

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

Nine-month Period Ended July 31, 2003 as Compared to the Similar Period in 2002

Realized and Unrealized Gains and Losses from Portfolio Investments

         For the nine-month periods ended July 31, 2003 and 2002, the Company
had a net realized gain/(loss) on security transactions of ($13,552,184) and
$13,272,539, respectively. For the nine-month periods ended July 31, 2003 and
2002, the Company had a net change in unrealized appreciation/(depreciation) on
investments of $13,881,932 and ($30,282,720), respectively. The net realized
loss for the period ended July 31, 2003 was primarily the result of (i) the
conclusion of the assignment for the benefit of creditors of ReleaseNow, Inc.,
resulting in a realized loss of $7,890,854. ReleaseNow, Inc. a private company
investment, transferred ownership of its assets for liquidation; the liquidation
concluded and the Company received $65,850 as a pro rata distribution of claims
against the assets, and (ii) the acquisition of the assets of Protogene
Laboratories, Inc. by Metrigen, Inc., resulting in a realized loss of
$7,262,497. The Company, in concluding its sale of shares of common stock of
Cardiac Science, Inc. and Concur Technologies, Inc., also recorded realized
gains of $538,331 and $1,140,015 during the period, respectively.

         The net change in unrealized appreciation for the period ended July 31,
2003 was principally the result of a reclassification of ReleaseNow, Inc. and
Protogene Laboratories, Inc. from unrealized depreciation to realized loss,
offset by declines in the valuations of private investment funds held by the
Company. For the period ended July 31, 2002, the net realized gain was primarily
the result of the Company's sale of shares of Cardiac Science, Inc. and the sale
of PowerSmart, Inc. The net change in unrealized depreciation was principally
the result of declines in the valuations of private investment funds and public
company investments, as well as the sale of PowerSmart, Inc., which was
previously held at an unrealized gain.

Investment Income and Expenses

         For the nine-month period ended July 31, 2003, the Company had
investment income of $176,138 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser (as defined below), of $647,010,
resulting in a net investment loss of ($470,872). In comparison, the Company had
investment income of $1,211,110 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser, of $1,269,026, resulting in net
investment loss of ($57,916) for the nine-month period ended July 31, 2002. The
primary reason for the decrease in investment income was a decrease short-term
securities held by the Company as well as a decline 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.

         For the three-month period ended July 31, 2003, the Company had
investment income of $60,568 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser (as defined below), of $215,940,
resulting in a net investment loss of ($155,372). In comparison, the Company had
investment income of $453,427 and net operating expenses, net of expenses
reimbursed by the Managing Investment Adviser, of $364,685, resulting in net
investment income of $88,742 for the three-month period ended July 31, 2002. The
primary reason for the decrease in investment income was a decrease in interest
income due to a decline in short-term securities held and a reduction in
short-term interest rates. The reduction in net operating expenses is
principally attributable to lower management investment advisory fees.

                                       14

<PAGE>

         United States Trust Company of New York, acting through its registered
investment advisory division, U.S. Trust - New York Asset Management Division,
and U.S. Trust Company, N.A., acting through its registered investment advisory
division, U.S. Trust Company, N.A. Asset Management Division (together, the
"Managing Investment Adviser"), provide investment management and administrative
services required for the operation of the Company. The term Managing Investment
Adviser includes, where applicable, U.S. Trust Company, the entity that merged
into U.S. Trust Company, N.A. on June 1, 2003 as described in Note 2 to Item 1
above. 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 nine-month periods ended July 31, 2003 and 2002, the Managing
Investment Adviser earned $540,053 and $1,022,816 in management fees,
respectively. In addition, for the nine-month periods ended July 31, 2003 and
2002, the change in allowance for the management incentive fee was $0 and
$1,077,914, respectively. As of July 31, 2003, there is no incentive fee
receivable from the Managing Investment Adviser or payable by the Company. There
was a receivable to the Company to be paid by the Managing Investment Adviser of
$1,077,914 at July 31, 2002. For the nine-month periods ended July 31, 2003 and
2002, the Managing Investment Adviser reimbursed other operating expenses of the
Company in the amounts of $236,884 and $157,666, respectively, as a result of
expenses incurred in excess of those permitted pursuant to the Company's
prospectus.

Net Assets

         At July 31, 2003, the Company's net assets were $57,542,718, or a net
asset value per common share of $293.99. This represents a decrease of $141,124
from net assets of $57,683,842, or a net asset value per common share of
$294.71, at October 31, 2002. The decline is due primarily to declines in the
valuations of private investment funds held by the Company.

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.

         At July 31, 2003, the Company held $1,878,967 in cash and $14,012,983
in short-term investments as compared to $0 in cash and $9,637,348 in short-term
investments at October 31, 2002. The change in short-term investments from
October 31, 2002 was primarily the result of (i) proceeds received for the sale
of Cardiac Science, Inc. common shares, (ii) proceeds received from the sale of
Concur Technologies, Inc. common shares, (iii) receipt of the PowerSmart, Inc.
escrow receivable, and (iv) the prior year incentive fee receivable paid by the
Managing Investment Adviser. In connection with the Company's commitments to
private investment funds, a total of $58,250,000 has been contributed by the
Company through July 31, 2003. The Company has no additional capital commitment
obligations to the private funds it has invested in. The Company made no
follow-on investments during the nine-month period ended July 31, 2003.

         The Company believes that its liquidity and capital resources are
adequate to satisfy its operational needs.

Application of Critical Accounting Policies

         Under the supervision of the Company's Valuation and Audit Committees,
consisting of the independent directors of the Company, the Managing Investment
Adviser makes certain critical accounting estimates with respect to the
valuation of portfolio investments. These estimates could have a material impact
on the presentation of the Company's financial condition because they currently
represent 70.0% of the Company's net assets at July 31, 2003. During the
nine-month period ended July 31, 2003, changes to these estimates, i.e. changes
in the valuations of private investments, resulted in a $1.8 million decrease in
net asset value.

                                       15

<PAGE>

         The value for securities for which no public market exists is difficult
to determine. Generally speaking, 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.
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.

         Initially, direct private company 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 private company investments
will be valued by the "private market" or "appraisal" methods 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
value will represent the return that might ultimately be realized by the Company
from the investments.

         The valuation of the Company's private funds is based upon its pro-rata
share of the value of the assets of a private fund as determined by such private
fund, in accordance with its partnership agreement, constitutional or other
documents governing such valuation, on the valuation date. If such valuation
with respect to the Company's investments in private funds is not available by
reason of timing or other event on the valuation date, or are deemed to be
unreliable by the Managing Investment Adviser, the Managing Investment Adviser,
under supervision of the Board, shall determine such value based on its judgment
of fair value on the appropriate date, less applicable charges, if any.

         The Managing Investment Advisers also makes estimates regarding
discounts on market prices of publicly traded securities where appropriate. For
securities, which have legal, contractual or practical restrictions on transfer,
a discount of 10% to 40% from the public market price will be applied.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Equity Price Risk

         A majority of the Company's investment portfolio consists of securities
in private companies and private investment funds, currently representing 70.0%
of net assets, 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 securities
in response to changes in market prices. Thus, these securities are not subject
to equity price risk normally associated with public equity markets, except that
to the extent that the private investment funds hold underlying public
securities, the Company is indirectly exposed to equity price risk associated
with the public markets. Nevertheless, the Company is directly exposed to equity
price risk through its investments in the equity securities of one public
company, Curon Medical, Inc. (NASDAQ: CURN). At July 31, 2003, this publicly
traded equity security was valued at $1,442,939, representing 2.5% 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, representing a decrease in the value of these securities of
$144,294. At October 31, 2002, publicly traded securities were valued at
$2,680,289, representing 4.7% 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, representing a decrease
in the value of these securities of $268,029. The change in market value during
the period ended July 31, 2003 was principally the result of the sale of the
Company's shares of Cardiac Science, Inc., Pivotal Corporation and Concur
Technologies, Inc.

Item 4.  Controls and Procedures.

                                       16

<PAGE>

         (a) Evaluation of Disclosure Controls and Procedures. Our principal
executive officers and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly Report on Form 10-Q, have concluded that, based on such evaluation,
our disclosure controls and procedures were adequate and effective to ensure
that material information relating to us, including our consolidated
subsidiaries, was made known to them by others within those entities,
particularly during the period in which this Quarterly Report on Form 10-Q was
being prepared.

         (b) Changes in Internal Controls. There were no changes in our internal
control over financial reporting, identified in connection with the evaluation
of such internal control that occurred during our last fiscal quarter, that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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.

         None.

Item 5.  Other Information.

         None.

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

(a)      Exhibits.

         15       Independent Accountants' Acknowledgement Letter.

         31.1     Certification of Co-Chief Executive Officer Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.2     Certification of Co-Chief Executive Officer Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.3     Certification of Treasurer Pursuant to 18 U.S.C. Section 1350,
                  as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002.

         32       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 (b)     Reports on Form 8-K.

         None.

                                       17

<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 15, 2003                     By: /s/ David I. Fann
                                                  ----------------------------
                                                  David I. Fann
                                                  Co-Chief Executive Officer

Date:  September 15, 2003                     By: /s/ Douglas A. Lindgren
                                                  ----------------------------
                                                  Douglas A. Lindgren
                                                  Co-Chief Executive Officer

Date:  September 15, 2003                     By: /s/ Robert F. Aufenanger
                                                  ----------------------------
                                                  Robert F. Aufenanger
                                                  Treasurer
                                                  (Principal Financial Officer)

                                       18