Exhibit 32

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Excelsior Private Equity Fund II, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended April 30, 2007 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: June 14, 2006	By:	/s/ David R. Bailin
		David R. Bailin Co-Chief Executive Officer

Date: June 14, 2006	By:	/s/ Raghav V. Nandagopal
		Raghav V. Nandagopal Co-Chief Executive Officer

Date: June 14, 2006	By:	/s/ Steven L. Suss
		Steven L. Suss Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXCELSIOR PRIVATE EQUITY FUND II INC 10-Q/A