EXCELSIOR PRIVATE EQUITY FUND II INC
N-54A, 1997-03-24
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM N-54A

             NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
             THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
                      PURSUANT TO SECTION 54(a) OF THE ACT

         The undersigned business development company hereby notifies the
Securities and Exchange Commission that it elects, pursuant to the provisions
of section 54(a) of the Investment Company Act of 1940 (the "Act"), to be
subject to the provisions of sections 55 through 65 of the Act and, in
connection with such notification of election, submits the following
information:

Name:  Excelsior Private Equity Fund II, Inc.
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Address of Principal Business Office (No. & Street, City, State, Zip Code):

114 West 47th Street, New York, New York 10036-1532
- ---------------------------------------------------------------------------

Telephone Number (including area code):  (212) 852- 3949
                                         -----------------------------------

Name and address of agent for service of process:  David I. Fann, Excelsior
                                                 ----------------------------

Private Equity Fund II, Inc., 114 West 47th Street, New York, New York
- ----------------------------------------------------------------------------- 
10036-1532
- ----------
                 Check one of the following

[X] The Company has filed a registration statement for a class of equity
securities pursuant to section 12 of the Securities Exchange Act of 1934.  Give
the file number of the registration statement or, if the file number is unknown
or has not yet been assigned, give the date on which the registration statement
was filed:  March 24, 1997
           ---------------------

[ ] The Company is relying on rule 12g-2 under the Securities Exchange Act of
1934 in lieu of filing a registration statement for a class of equity
securities under that Act.

        The file number of the registration as an investment company pursuant to
section 8(a) of the Act, if any, of the Company:

        The file number of the registration as an investment company pursuant to
section 8(a) of the Act, if any, of any subsidiary of the company:

        The undersigned company certifies that it is a closed-end company
organized under the laws of Maryland and with its principal place of business in
New York; that it will be operated for the purpose of making investments in
securities described in sections 55(a)(1) through (3) of the Investment Company
Act of 1940; and that it will make available significant





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managerial assistance with respect to issuers of such securities to the extent
required by the Act.

        Pursuant to the requirements of the Act, the undersigned company has
caused this notification of election to be subject to sections 55 through 65 of
the Investment Company Act of 1940 to be duly signed on its behalf in the city
of New York and state of New York on the 24th day of March, 1997.   

[SEAL]

                               Signature Excelsior Private Equity Fund II, Inc.
                                        --------------------------------------- 
                                               (Name of Company)

                               By /s/ Douglas A. Lindgren
                                 ------------------------------------------
                               (Name of director, officer or general partner
                               signing on behalf of the company)

                                       Chief Investment Officer
                               --------------------------------------------
                                                (Title)

Attest:  /s/Ronald A. Schwartz
       ---------------------------
             (Name)

Corporate Secretary
- ----------------------------------
             (Title)




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