SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------
                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended April 30, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Transition Period from ______ to ______
                         Commission File Number 0-22277


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


                     EXCELSIOR PRIVATE EQUITY FUND II, INC.
             (Exact name of Registrant as specified in its charter)


                 MARYLAND                                        22-3510108
       (State or other jurisdiction of                         (IRS Employer
        incorporation or organization)                       Identification No.)



                              114 West 47th Street
                             New York, NY 10036-1532
          (Address of principal executive offices, including zip code)

                                 (212) 852-1000
                     (Telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                  Yes   |_|                  No   |X|

           As of April 30, 1999, there were 195,730 shares of the Registrant's
Common Stock, $.01 par value, outstanding.

834729.3

<PAGE>



                     EXCELSIOR PRIVATE EQUITY FUND II, INC.

This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included in
this Form 10-Q pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. They involve known and unknown risks
and uncertainties that may cause the Company's actual results to differ from
future performance suggested herein. In the context of forward-looking
information provided in this Form 10-Q and in other reports, please refer to the
discussion of risk factors detailed in, as well as the other information
contained in, the Company's filings with the Securities and Exchange Commission
during the past 12 months.


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

 PART I.  FINANCIAL INFORMATION

  Item 1. Financial Statements (Unaudited).

          Portfolio of Investments as of April 30, 1999 (Unaudited) and
          October 31, 1998

          Statement  of Assets and  Liabilities  as of
          April 30, 1999 (Unaudited) and October 31, 1998.

          Statement of Operations  for the three  month  period ended
          April 30, 1999 (Unaudited) and the three-month  period ended
          October 31, 1998 (Unaudited).

          Statement of Changes in Net Assets for the three
          month  period  ended  April  30,  1999   (Unaudited)  and  the
          three-month period ended October 31, 1998 (Unaudited).

          Notes to Financial Statements (Unaudited).

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

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

PART II.  OTHER INFORMATION

 Item 1.  Legal Proceedings

 Item 2.  Changes in Securities

 Item 3.  Defaults upon Senior Securities

 Item 4.  Submission of Matters to a Vote of Securityholders

 Item 5.  Other Information

 Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES


                                       ii


834729.3

<PAGE>



PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements (Unaudited).


Excelsior Private Equity Fund II, Inc.        Fiscal Year End:  October 31, 1999
Portfolio of Investments                          Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                        April 30, 1999                     October 31, 1998
                                                              ----------------------------------        -------------------------

<S>                                                         <C>                      <C>                <C>               <C>
PORTFOLIO STRUCTURE
-------------------

PORTFOLIO COMPANIES                                         $   64,049,889           30.05%             $  46,144,355      22.81%

PRIVATE FUNDS                                                   11,944,342            5.60%                 4,061,440       2.01%

SHORT-TERM INVESTMENTS:

   Commercial Paper                                             88,366,105           41.44%                56,000,000      27.69%

   Corporate Bonds                                              10,629,461            4.99%                17,203,182       8.50%

   U.S. Government & Agency Obligations                         26,700,000           12.52%                74,447,794      36.81%

   Investment Companies                                         11,347,297            5.32%                 4,088,960       2.02%
                                                              ------------    -------------          ----------------      ------

TOTAL INVESTMENTS                                              213,037,094           99.92%               201,945,731      99.84%
OTHER ASSETS & LIABILITIES (NET)                                   180,656            0.08%                   315,532       0.16%
                                                              ------------    -------------          ----------------    --------

NET ASSETS                                                  $  213,217,750          100.00%           $   202,261,263     100.00%
                                                              ============    =============          ================    ========
</TABLE>



834729.3

<PAGE>




Excelsior Private Equity Fund II, Inc.        Fiscal Year End:  October 31, 1999
Statement of Assets and Liabilities               Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


ASSETS                                                                 April 30, 1999                 October 31, 1998
---------------------------------------------                     ------------------------       -------------------------

<S>                                                               <C>                            <C>
Investment Securities, at Cost                                    $            196,881,015       $             201,750,317
                                                                   =======================        ========================

Investment Securities, at Value                                                213,037,094                     201,945,731


Cash                                                                               263,698                          20,601
Receivables:
  Interest                                                                         676,008
  For Investments Sold                                                             200,189                         860,744
Prepaid Assets                                                                         182                          11,391
                                                                   -----------------------        -----------------------
           TOTAL ASSETS                                                        214,177,171                     202,838,467
                                                                   -----------------------        ------------------------

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

Payable for Investments Purchased                                                  243,750                        (445,607)
Managing Investment Advisory Fees Payable                                          619,963
Administration & Shareholder Servicing Fees Payable                                 15,682                          16,591
Directors Fees Payable                                                              21,572                          30,000
Accrued Expenses and Other Payables                                                 58,454                          85,006
                                                                   -----------------------        ------------------------

TOTAL LIABILITIES                                                                  959,421                         577,204
                                                                   -----------------------        ------------------------

NET ASSETS                                                        $            213,217,750       $             202,261,263
                                                                   =======================        ========================



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

Accumulated Undistributed Net Investment Income                   $              1,407,098       $               6,748,595
Accumulated Net Realized Gain/(Loss) on Investments                                420,909                             (592)
Net Unrealized Appreciation of Investments                                      16,156,079                         195,414
Allowance for Management Incentive                                                (84,182)                              --
Par Value                                                                            1,957                           1,957
Paid In Capital in Excess of Par Value                                         195,315,889                     195,315,889
                                                                   -----------------------        ------------------------

TOTAL NET ASSETS                                                  $            213,217,750       $             202,261,263
                                                                   =======================        ========================

Shares of Common Stock Outstanding                                                 195,730                         155,513
                                                                   -----------------------        ------------------------

NET ASSET VALUE PER SHARE                                                        $1,089.35                        $1,003.45
                                                                   =======================        ========================
</TABLE>


834729.3

<PAGE>




Excelsior Private Equity Fund II, Inc.        Fiscal Year End:  October 31, 1999
Statement of Operations                           Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Prior Fiscal Year
                                                      Quarter Ended   Fiscal Year To Date    Quarter Ended      to Date
INVESTMENT INCOME                                    April 30, 1999     April 30, 1999      April 30, 1998   April 30, 1998


<S>                                                <C>               <C>                   <C>               <C>
Interest Income                                    $    1,752,362    $     3,547,135       $    2,463,374    $    5,157,809
                                                    -------------    ---------------       --------------    --------------
     TOTAL INCOME                                       1,752,362          3,547,135            2,463,374         5,157,809
                                                    -------------    ---------------       --------------    --------------

EXPENSES

Management Investment Advisory Fees                       533,598          1,009,908              324,936           601,333
Administrative Fees & Shareholder Servicing Fees           15,438             31,396               15,293            30,522
Custodial Fees                                             10,400             20,289                9,423            19,333
Legal Fees                                                 22,334             73,824               18,214            34,345
Audit and Other Professional Service Fees                   6,340             12,893                6,340            12,893
Directors' Fees and Expenses                               10,607             21,572                7,314            14,876
Shareholder Reports                                         1,585              3,224                1,219             2,480
Organization Expenses                                          --                 --               14,056            14,811
Insurance Expense                                          14,458             29,235               14,295            29,565
Interest Expense                                               --             16,336
Miscellaneous Expenses                                        245                496                  147               298
                                                    -------------    ---------------    -----------------    --------------

     TOTAL EXPENSES                                       615,005          1,219,173              411,237           760,456

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

     NET EXPENSES                                         615,005          1,219,173              411,237           760,456
                                                    -------------    ---------------    -----------------    --------------

NET INVESTMENT INCOME                                   1,137,357          2,327,962            2,052,137         4,397,353
                                                    -------------    ---------------    -----------------    --------------

REALIZED AND UNREALIZED GAIN/( LOSS)
  ON INVESTMENTS

Net Realized Gain on Security Transactions                428,470            421,501                   --                --

Change in Unrealized Appreciation / (Depreciation)
  on Investments                                       16,052,238         15,960,666               70,895           111,946)
                                                    -------------    ---------------    -----------------    --------------

NET REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS                                       16,480,708         16,382,167               70,895          (111,946)
                                                    -------------    ---------------    -----------------    --------------

Change in Management Incentive Fee                        (84,182)           (84,182)                  --                --
                                                    -------------    ---------------    -----------------    --------------

NET INCREASE IN NET ASSETS RESULTING                $  17,533,883    $    18,625,947    $       2,123,032    $    4,285,407
  FROM OPERATIONS                                   =============    ===============    =================    ==============

</TABLE>


834729.3

<PAGE>




Excelsior Private Equity Fund II, Inc.        Fiscal Year End:  October 31, 1999
Statement of Changes in Net Assets                Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                                   Prior Fiscal Year
                                                           Quarter Ended     Fiscal Year To Date    Quarter Ended        to Date
                                                           April 30, 1999     April 30, 1999        April 30, 1998   April 30, 1998

OPERATIONS:

<S>                                                        <C>               <C>                   <C>             <C>
Net Investment Income                                      $     1,137,357   $    2,327,962        $   2,052,137   $      4,397,353
Net Realized Gain on Investments                                   428,470          421,501                   --                 --
Change in Unrealized Appreciation / (Depreciation)
   on Investments                                               16,052,238       15,960,666                70,895         (111,946)
Change in Allowance for Management Incentive Fee                   (84,182)         (84,182)
                                                           ----------------   --------------         ------------      ------------

Net Increase in Net Assets
   Resulting From Operations                                    17,533,883        18,625,947             2,123,032        4,285,407

DISTRIBUTIONS TO SHAREHOLDERS:

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

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


NET INCREASE IN NET ASSETS                                      17,533,883        10,956,487            2,123,032        42,326,663

NET ASSETS:
   Beginning of Period                                         195,683,867       202,261,263          196,253,172       156,049,541
                                                           ----------------   --------------         ------------      ------------

   End of Period                                           $     213,217,750  $  213,217,750        $ 198,376,204    $  198,376,204
                                                           ================   ==============        ==============     =============
</TABLE>


--------
*  Secondary Offering

834729.3

<PAGE>




Excelsior Private Equity Fund II, Inc.       Fiscal Year Ended: October 31, 1999
Notes to Financial Statements:                      Quarter Ended: April 30 1999
--------------------------------------------------------------------------------


1.         Significant Accounting Policies

                     Excelsior  Private Equity Fund II, Inc. (the "Company") was
           incorporated  under  the laws of the State of  Maryland  on March 20,
           1997 and is registered  under the Securities Act of 1933, as amended,
           as a non-diversified,  closed-end management investment company which
           has elected to be treated as a business development company under the
           Investment  Company Act of 1940,  as amended.  The Company  commenced
           operations on October 8, 1997.

                     Certain  information  and  footnote   disclosures  normally
           included in the  financial  statements  prepared in  accordance  with
           generally  accepted  accounting  principles  have been  condensed  or
           omitted. Reference is made to the Company's annual report included in
           Form 10-K as filed with the  Securities  and Exchange  Commission for
           the Notes to the Financial Statements that remain unchanged.

           The  following is a summary of the Company's  significant  accounting
           policies.

           (a)       Portfolio valuation:

                     The Company values  portfolio  securities  quarterly and at
           other such times as, in the Board of Directors'  view,  circumstances
           warrant.  Investments in unrestricted securities that are traded on a
           recognized  stock exchange or on the national  securities  market are
           valued at the last sale price for such  securities  on the  valuation
           date.  Short-term debt  instruments  with remaining  maturities of 60
           days or less are valued at amortized cost, which approximates  market
           value.  Securities  and other assets for which market  quotations are
           not readily available or that are restricted are valued,  pursuant to
           guidelines  adopted by the  Managing  Investment  Adviser,  under the
           supervision of the Board of Directors.

           (b)       Federal income taxes:

                     It is the policy of the Company to continue to qualify as a
           "regulated  investment  company"  under  Subchapter M of the Internal
           Revenue Code and distribute  substantially  all of its taxable income
           to its  shareholders.  Therefore,  no  federal  income or excise  tax
           provision is required.


2.         Purchases and Sales of Securities:

                     Purchase and sales of securities for the three month period
           ended  April 30,  1999,  excluding  short-term  investments,  for the
           Company aggregated $13,200,789 and $311,131,  respectively.  At April
           30,  1999,  the Company had  outstanding  investment  commitments  of
           $36,471,744.

834729.3

<PAGE>



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

Results of Operations

THREE-MONTH PERIOD ENDED APRIL 30, 1999 AS COMPARED TO THE SIMILAR PERIOD IN
1998

The  Company's net asset value per common share was $1,089.35 at April 30, 1999,
up $89.59  per share  from the net asset  value per  common  share of $999.76 at
January  31,  1999.  The  increase  resulted  primarily  from the  merger of WNP
Communications,  Inc. with NEXTLINK  Communications  Inc. in addition to a third
party financing markup in Advantage  Schools.  The Company's net asset value per
common share was  $1,013.52 at April 30, 1998,  up $10.85 per share from the net
asset value per common share of $1,002.67 at January 31, 1998.

Realized and Unrealized Gains and Losses from Portfolio Investments

For the three  months  ended  April 30,  1999 and 1998,  the  Company  had a net
realized  gain/loss on security  transactions of $428,470 and $0,  respectively.
For the three months ended April 30, 1999 and 1998, the Company had a net change
in unrealized  appreciation/(depreciation)  on investments  of  $16,052,238  and
$70,895, respectively.

Investment Income and Expenses

For the three months ended April 30,  1999,  the Company had interest  income of
$1,752,362 and net operating  expenses of $615,005,  resulting in net investment
income of $1,137,357. For the three months ended April 30, 1998, the Company had
interest income of $2,463,374 and net operating expenses of $411,237,  resulting
in net investment  income of  $2,052,137.  The primary reason for the decline in
interest income was the decline of assets invested in short-term instruments and
an increase in assets invested in private companies and private funds.

United  States Trust  Company of New York (the  "Managing  Investment  Adviser")
provides  investment  management and  administrative  services  required for the
operation  of the Company.  In  consideration  of the  services  rendered by the
Managing  Investment  Adviser,  the Company pays a  management  fee based upon a
percentage of the net assets of the Company invested or committed to be invested
in  certain  types  of  investments  and an  incentive  fee  based  in part on a
percentage of realized capital gains of the Company.  Such fee is determined and
payable quarterly.  For the quarters ended April 30, 1999 and 1998, the Managing
Investment Adviser earned $533,598 and $324,936 in management fees respectively.

Net Assets

At April 30, 1999,  the Company's net assets were  $213,217,750,  an increase of
$17,533,883  from net assets of  $195,683,867  at January 31, 1999. At April 30,
1998, the Company's net assets were $198,376,204, an increase of $2,123,032 from
net assets of $196,253,172 at January 31, 1998.

Liquidity and Capital Resources

The  Company  focuses  its  investments  in the  private  equity  securities  of
later-stage  venture  capital  companies and  middle-market  companies which the
Company believes offer significant long-term capital  appreciation.  The Company
may offer managerial assistance to certain of these companies. The Company

834729.3

<PAGE>



invests its available cash in short-term investments of marketable securities to
provide the  liquidity  necessary to make  portfolio  investments  as investment
opportunities arise.

During the  quarter  ended  April 30,  1999,  the Company  made  investments  in
Broadview Capital Partners L.P., Captura Software, Inc. and LifeMinders.com Inc.

At April 30,  1999,  the  Company  held  $263,698  in cash and  $213,037,094  in
investments.  At April 30, 1999,  investments  included $64,049,889 in portfolio
companies,  $11,944,342  in private  funds,  $88,366,105  in  commercial  paper,
$10,629,461  in  corporate  bonds,  $26,700,000  in U.S.  Government  and agency
obligations,  and $11,347,297 in investment companies.  At January 31, 1999, the
Company held $3,031,183 in cash and $192,720,030 in investments.  At January 31,
1999,  investments included  $46,279,473 in portfolio  companies,  $6,178,896 in
private funds,  $113,082,185 in commercial paper, $3,669,474 in corporate bonds,
$0 in U.S.  Government  and agency  obligations  and  $13,510,002  in investment
companies.  These changes were primarily the result of the  investment  activity
discussed above.

Other

Year 2000:

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

Item 3.   Quantitative and Qualitative Disclosure About Market Risk.

Equity Price Risk:

The majority of the Company's investment portfolio consists of equity securities
in private companies and private investment funds which are not publicly traded.
These  investments  are recorded at fair value as determined  by the  Investment
Adviser  in  accordance  with  valuation  guidelines  adopted  by the  Board  of
Directors. This method of valuation does not result in increases or decreases in
the fair  value of these  equity  securities  in  response  to changes in market
prices.  Thus,  these  equity  securities  are not subject to equity price risk.
Nevertheless, the Company is exposed to equity price risk through its investment
in the  equity  securities  of one  public  company.  At April 30,  1999,  these
publicly traded equity  securities were valued at  $10,493,231.  Thus,  there is
exposure to equity price risk,  which is estimated as the potential loss in fair
value due to a  hypothetical  10% decrease in quoted  market  prices,  and would
result  in a  decrease  of  approximately  $1,049,323  in  the  value  of  these
securities. Actual results may differ.



834729.3

<PAGE>



PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

          There are no legal proceedings pending or, to the Company's best
          knowledge, threatened against the Company.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults upon Senior Securities.

          None.


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

          None.

Item 5.   Other Information.

          Not applicable.

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

          (a) Exhibits.

          Exhibit No.

          (27)  Financial  Data Schedule  (for EDGAR filing  purposes only).

          (a) The following reports on Form 8-K were filed during the
              quarter ended April 30, 1999:

          None.


834729.3

<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 11, 1999         ---------------------------------------------
                                   By: David I. Fann
                                       President and Principal Executive Officer

Date:        June 11, 1999         ---------------------------------------------
                                   By: Brian F. Schmidt
                                       Chief Financial Officer



834729.3

<PAGE>


                              CONFORMED SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                          EXCELSIOR PRIVATE EQUITY FUND II, INC.

Date:        June 11, 1999                           /s/ David I. Fann
                                                    ----------------------------
                                            By:     David I. Fann
                                                    President and Principal
                                                    Executive Officer

Date:        June 11, 1999                           /s/ Brian F. Schmidt
                                                    ----------------------------
                                            By:     Brian F. Schmidt
                                                    Chief Financial Officer


834729.3