UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~January~~ June 2922, 2007

Excelsior Private Equity Fund II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

000-22277		22-3510108
(Commission File Number)		(IRS Employer Identification No.)
225 High Ridge Road, Stamford, CT		06905
(Address of Principal Executive Offices)		(Zip Code)


225 High Ridge Road Stamford, CT		06905
(Address of Principal Executive Offices)		(Zip Code)

(203) 352-4400

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 48.01 ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

AsThe ~~previously~~Purchase ~~disclosed,~~and onSale ~~December 11,~~Agreement ~~2006,~~dated ~~Deloitte &~~as ~~Touche~~of ~~LLP~~April 2, 2007 (the “~~D&T~~Purchase Agreement”) ~~informed~~between ~~the~~AIG ~~Registrant~~PineStar ~~that~~Capital ~~D&T~~II, isL.P., ~~not independent~~a ofCayman ~~The~~Islands ~~Bank~~exempted oflimited ~~America Corporation~~partnership, and ~~that,~~the ~~effective~~Registrant ~~upon~~has ~~the~~been ~~closing~~approved ~~date~~by a two-thirds majority vote of the ~~sale~~Fund’s ofshareholders U(“Shareholders”).S. ~~Trust~~Upon ~~Corporation~~its liquidation, athe ~~wholly-owned~~Registrant ~~subsidiary~~will ofdistribute ~~The~~to ~~Charles~~Shareholders ~~Schwab~~approximately ~~Corporation~~$250 per unit, of which 80%-95% is expected to ~~The~~be ~~Bank~~paid ofin ~~America~~August ~~Corporation~~2007, ~~D&T~~with ~~will~~the noremainder ~~longer~~to be ~~able~~paid toin ~~serve~~September asor ~~the~~October ~~Registrant’s~~2007. ~~Independent~~Full ~~Registered~~details ~~Public~~are ~~Accounting~~included ~~Firm~~below and ~~provide~~more ~~any~~specific ~~attest~~information ~~services~~will tobe ~~the~~communicated ~~Registrant~~as it becomes available.

OnThe Registrant ~~January 29,~~held ~~2007,~~a ~~the~~Special ~~Board~~Meeting of(the ~~Directors~~“Meeting”) of ~~the~~Shareholders ~~Registrant~~on ~~received~~June 22, a2007 ~~letter~~at ofwhich ~~resignation~~the ~~from~~Purchase ~~D&T~~Agreement ~~indicating~~received ~~that~~formal ~~D&T~~shareholder ~~will~~approval. noShareholders ~~longer~~who ~~serve~~were asnot ~~the~~able ~~Registrant’s~~to ~~Independent~~attend ~~Registered~~in ~~Public~~person ~~Accounting~~voted ~~Firm~~via proxy.

~~The~~Shareholders ~~audit~~voted ~~reports of D&T~~ on the ~~Registrant’s~~following ~~financial~~two ~~statements~~proposals: as of and for the fiscal years ended October 31, 2006, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

~~During~~1. ~~the~~To ~~fiscal~~consider ~~years ended October 31, 2006, 2005~~ and ~~2004~~act ~~and~~upon ~~through~~a ~~the~~proposal ~~date~~to ~~hereof,~~sell ~~there~~substantially ~~were~~all ~~no disagreements between the Registrant and D&T concerning any matter~~ of ~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to~~ the ~~satisfaction~~non-cash ofassets ~~D&T, would have caused D&T to make reference to the subject matter~~ of the ~~disagreements in connection with its reports~~Registrant; ~~and there were no reportable events as defined in Item 301(a)(1)(iv) of Regulation S-K.~~

~~The~~2. ~~Registrant~~To ~~provided~~consider ~~D&T~~and ~~with~~approve a ~~copy~~proposal ofto ~~the~~liquidate ~~foregoing disclosures~~ and ~~has~~dissolve ~~filed as an Exhibit hereto~~ the ~~response of D&T to such disclosures~~Registrant.

OnOf ~~January 29, 2007,~~ the Registrant ~~engaged PricewaterhouseCoopers (“PWC”) as the Registrant~~’s ~~Independent~~total ~~Registered~~195,730 ~~Public Accounting Firm for the fiscal year ending October 31~~units, ~~2007~~132,805 ~~replacing~~units ~~the Registrant’s prior Independent Registered Public Accounting Firm~~(67.85% ~~This action was taken pursuant to resolutions~~ of ~~the~~Shareholders) ~~Board~~voted. ofThe ~~Directors~~amount ofneeded ~~the~~for ~~Registrant, including~~approval ~~the~~was ~~Directors~~66 ~~who are not “interested persons” as defined in Section~~ 2~~(a)(19)~~/3% of ~~the~~total ~~Investment~~Registrant ~~Company~~units. ~~Act~~The offinal ~~1940~~Shareholder vote, as ~~amended,~~certified ~~acting~~by onBroadridge ~~the~~Financial ~~recommendation of its Audit Committee~~Solutions, Inc. was:

The Registrant did not consult with PWC during its fiscal years ended October 31, 2006, 2005 and 2004 on the application of accounting principles to a specified transaction, the type of opinion that might be rendered on the Registrant’s financial statements, any accounting, auditing or financial reporting issue, or any item that was either the subject of a disagreement or a reportable event as defined in Item 304 of Regulation S-K.


Proposal 1
• for approval of the sale:		131,905 units (67.39% of total units of 195,730)
• against:		750 units (0.38%)
• abstain:		150 units (0.08%)


Proposal 2
• for approval of plan to liquidate and dissolve the Registrant:		131,930 (67.40%)
• against:		725 (0.37%)
• abstain:		150 (0.08%)

The following schedule provides the distribution history of the Registrant from its inception to March 31, 2007.

Schedule A: Distribution History (inception-3/31/07)


Date	Distribution Amount (per unit)
January 31, 1998	$	4.58
January 31, 1999	$	39.18
January 31, 2000	$	163.27
October 31, 2000	$	160.70
January 31, 2002	$	50.09
October 31, 2002	$	223.75
October 31, 2003	$	65.00
January 31, 2005	$	60.09

TOTAL DISTRIBUTIONS TO DATE	$	766.66
Approximate Share of Sale Proceeds	$	250.00

ESTIMATED TOTAL	$	1016.66

SIGNATURE

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

				Excelsior Private Equity Fund II, Inc.
				(Registrant)
Date: February 2, 2007				/s/ David R. Bailin
Date: June 27, 2007				/s/ David R. Bailin
				David R. Bailin
				Co-Chief Executive Officer
Date: February 2, 2007				/s/ Raghav V. Nandagopal
Date: June 27, 2007				/s/ Raghav V. Nandagopal
				Raghav V. Nandagopal
				Raghav V. Nandagopal Co-Chief Executive Officer
				Co-Chief Executive Officer
Date: February 2, 2007				/s/ Robert F. Aufenanger
				Robert F. Aufenanger
				Treasurer
				(Principal Financial Officer)

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