UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-K

(Mark One)
[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(D)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended        December 31, 2002
                          ---------------------------------------

[   ]  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                  0-14645
                       ------------------------------------------

                DIVERSIFIED HISTORIC INVESTORS II
-----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

      Pennsylvania                                     23-2361261
-------------------------------                        ----------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

       1521  LOCUST  STREET,   PHILADELPHIA, PA  19102
-----------------------------------------------------------------
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code (215)557-9800
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act: NONE
                                                            ----

Securities registered pursuant to Section 12(g) of the Act: 20,593.3 Units
                                                            --------------
             UNITS OF LIMITED PARTNERSHIP INTEREST
-----------------------------------------------------------------
                        (Title of Class)

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
                                          -----      -----

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will not be contained to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. [X]

Aggregate  market  value of Units held by non-affiliates  of  the
Registrant: Not Applicable*
            ---------------

*  Securities  not quoted in any trading market  to  Registrant's
knowledge.



<PAGE>

                                PART I

Item 1.   Business

          a. General Development of Business

           Diversified  Historic  Investors  II  ("Registrant")  is  a
limited  partnership  formed in 1984 under Pennsylvania  law.   As  of
December  31,  2002,  Registrant  had outstanding  20,593.3  units  of
limited partnership interest (the "Units").

            Registrant  is  presently  in  its  operating  stage.   It
originally  owned four properties or interests therein.  Its  interest
in  two  properties have been lost through foreclosure.  It  currently
owns two properties or interests therein.  See Item 2. Properties, for
a  description  thereof.  For a discussion of the  operations  of  the
Registrant, see Part II, Item 7. Management's Discussion and  Analysis
of Financial Condition and Results of Operations.

          b. Financial Information about Industry Segments

             The Registrant operates in one industry segment.

          c. Narrative Description of Business

              Registrant  is  in  the business of operating,  holding,
selling,  exchanging and otherwise dealing in and with real properties
containing improvements which are "Certified Historic Structures,"  as
such  term  is defined in the Internal Revenue Code (the  "Code"),  or
which  are  eligible for designation as such, for use  as  apartments,
offices, hotels and commercial spaces, or any combination thereof,  or
low income housing eligible for the tax credit provided by Section  42
of  the  Code, and such other uses as the Registrant's general partner
may deem appropriate.

              Since  the  Registrant's inception, all  the  properties
acquired  either by the Registrant, or the subsidiary partnerships  in
which  it  has  an interest, have been rehabilitated and certified  as
historic  structures  and  have received the  related  investment  tax
credit. One of the properties is held for rental operations and one is
operated as a hotel.  As of the date hereof it is anticipated that all
the  properties will continue to be held for these purposes.  At  such
time as real property values begin to increase, the Registrant will re-
evaluate its investment strategy regarding the properties.

              As of December 31, 2002, Registrant owned two properties
(or interests therein), one each located in Maryland and Georgia.   In
total,  the two properties contain 240 apartment units, 64,361  square
feet  ("sf")  of commercial/retail space and 44 hotel  rooms.   As  of
December  31,  2002, 226 of the apartment units were  under  lease  at
monthly  rental  rates ranging from $800 to $2,250  and  approximately
50,315  sf of commercial space was under lease at annual rental  rates
ranging from $5.33 per sf to $31.00 per sf.  Throughout 2002,  all  of
the  hotel  rooms  were  available for use.  During  2002,  the  hotel
maintained  an  average  nightly room  rate  of  $132.95  and  average
occupancy of 66%. Rental of the apartments and commercial space is not
expected  to be seasonal. However, the hotel does experience  seasonal
changes,  with the busiest months being March, April and  October  and
the slowest months being January and December.

              In  2003, the Registrant determined that it is insolvent
because  (i)  the  amount of its liabilities exceeds the  fair  market
value  of  its assets and (ii) it is unable to pay its debts  as  they
become  due.  Accordingly,  pursuant  to  its  partnership  agreement,
Registrant  has  begun  the  process  of  dissolution.  In  connection
therewith,  on June 30, 2003, the Registrant transferred its  interest
in  Tindeco Wharf to an affiliate of the owner of the second  mortgage
loan  secured  by  the  property of Tindeco Wharf.  At  transfer,  the
liabilities  of  Tindeco  Wharf exceeded  the  value  of  Registrant's
interest in Tindeco Wharf. In exchange for such interest, Registrant's
cost  of  dissolution, up to $100,000, will be paid by the  holder  of
such second mortgage loan.

              The Registrant is affected by and subject to the general
competitive  conditions of the residential and commercial real  estate
industry.   In the Historic District of the Inner Harbor in Baltimore,
the   competition  for  tenants  remains  stiff  and  several  similar
buildings  exist.  The apartment market remains  stable  although  the
availability  of favorable home financing has placed pressure  on  the
rental tenant base.

              The hotel is located in Savannah, Georgia and is one  of
several  historic buildings which have been converted into hotels  and
inns.   The hotel relies heavily on the tourist trade which is on  the
upswing in Savannah.  The hotel is generally considered to be a market
leader,  due  to its location on River Street, the main  shopping  and
entertainment area on the river, and the fact that it provides a  full
array of hotel amenities, not just a bed and breakfast atmosphere.

             Registrant has no employees.  Registrant's activities are
overseen  by  Brandywine Construction & Management, Inc., ("BCMI"),  a
real estate management firm.

                    d.     Financial  Information  About  Foreign  and
             Domestic Operations and Export Sales.

             See Item 8. Financial Statements and Supplementary Data.

Item 2.   Properties

           As  of the date hereof, Registrant owned two properties  or
interests  therein.  A summary description of each  property  held  at
December 31, 2002 is given below.

           a.  Tindeco  Wharf  - consists of 240 apartment  units  and
approximately  41,802 sf of commercial space located  at  2809  Boston
Street  in  the  Fell's Point-Canton Historic District  of  Baltimore,
Maryland.  In  October  1985, Registrant  was  admitted  with  an  85%
interest  to  Tindeco Wharf Partnership ("TWP"),  a  Maryland  general
partnership,  for  a  cash  contribution  of  $7,271,300.   Registrant
subsequently  increased  its ownership  interest  in  TWP  to  90%  by
purchasing  an additional 5% interest for $262,500. TWP  acquired  and
rehabilitated this Property at an approximate cost of $28,600,000 ($66
per  sf), funded by the equity contribution and mortgage financing  of
$21,869,600.  The mortgage financing is comprised of mortgage  revenue
bonds  and  an  Urban Development Action Grant ("UDAG")  loan.   Other
financing  includes  a  loan  from the  developer  of  $2,300,000  and
operating deficit loans from both the property manager and D,  LTD  in
the  original principal amounts of $300,000 and $200,000 respectively.
The  operating deficit loans were repaid during 1999.  The  excess  of
equity  and mortgage financing over the acquisition and rehabilitation
costs  was  utilized to provide various escrow deposits  and  required
reserves.

              The  City of Baltimore issued mortgage revenue refunding
bonds, Series 1992, (GNMA collateralized) for the purpose of providing
permanent financing for Tindeco Wharf. The bonds are backed by a  HUD-
insured  mortgage  ("the note").  The note, held by  GNMA  as  lender,
bears  interest at a rate of 9.75% per annum and is secured by a first
mortgage  on  the  property.  Principal and  interest  is  payable  in
monthly  installments  of $143,801.  The note matures  December  2028.
The  refunding issue bears interest at an average rate of 6.62%.   The
difference in the interest on the mortgage and the refunding bonds  is
returned to TWP for operations.

              The  principal  balance of the bonds was $16,281,282  at
December  31, 2002.  The bonds are comprised of both serial  and  term
bonds.  The serial bonds bear interest at rates ranging from  4.6%  to
6.1%  and  mature semi-annually from June 1999 through December  2006.
The  term  bonds bear interest at rates ranging from 6.5% to 6.7%  and
mature in 2012, 2024, and 2028. The UDAG loan (which has a balance  of
$4,953,471  at  December 31, 2002, bore interest at 4% through  August
1994  and  at  7  1/2% thereafter.  This loan is  due  in  2004.   The
developer's  loan  (principal balance of $2,300,000  at  December  31,
2002) bears interest at 12% and is payable on a pro-rata basis out  of
cash flow from the property.  The developer's loan is due in 2005,  or
upon earlier sale or refinancing of the property.

             The property is managed by BCMI. As of December 31, 2002,
226 apartment units (94%) and 33,239 sf of commercial space (80%) were
under  lease.  Monthly  rental rates range from  $800  to  $2,250  for
apartments and annual rental rates range from $5.33 to $23.79  per  sf
for  commercial space.  All residential leases are renewable, one-year
leases.  The occupancy for the residential units for the previous four
years  was 91% for 2001, 94% for 2000, 96% for 1999, and 98% for 1998.
The occupancy for the commercial space for the previous four years has
been 90% for 2001, 92% for 2000, 98% for 1999, and 97% for 1998.   The
range for annual commercial rents has been $5.33 to $21.57 per sf  for
2001  and  2000, $5.33 to $20.55 per sf for 1999, and $5.33 to  $25.34
per  sf  for 1998. There are three tenants who each occupy ten percent
or  more  of  the  commercial rentable square footage.   They  operate
principally as a medical office, a restaurant and a fitness club.

            The   following  is  a  table  showing  commercial   lease
expirations at Tindeco Wharf for the next five years.


                                         Total annual
            Number of   Total sf of     rental covered       % of gross
             leases      expiring        by expiring       annual rental
Year        expiring      leases           leases          from property
 2003          2              6,750       204,000               37%
 2004          1              1,944        40,000                8%
 2005          1              4,500        24,000                1%
 2006          2              2,995        54,000               10%
 2007          1             17,050       240,000               44%
 Thereafter    1              0              -                   -

              For  tax purposes, this property has a federal tax basis
of  $27,956,334 and is depreciated using the straight-line method with
a  useful  life  of  27.5  years.  The annual real  estate  taxes  are
$465,996 which is based on an assessed value of $19,508,200, taxed  at
a  rate of $2.39 per $100.  It is the opinion of the management of the
Registrant that the property is adequately covered by insurance.

          On June 30, 2003, the Registrant transferred its interest in
TWP  to  an affiliate of the owner of the second mortgage loan secured
by  the  property of TWP. At transfer, the liabilities of TWP exceeded
the  value  of  Registrant's interest in TWP.  In  exchange  for  such
interest,  Registrant's cost of dissolution, up to $100,000,  will  be
paid by the holder of such second mortgage loan.

      b.   River Street Inn/Factor's Walk - consists of 44 hotel rooms
and  22,559 sf of commercial space located at 115 E. River  Street  in
Savannah, Georgia.  In August 1985, Registrant was admitted with a 99%
interest   in  Factor's  Walk  Partners  ("FWP")  a  Georgia   general
partnership,  for  $3,600,409.  FWP  acquired  and  rehabilitated  the
property for $8,900,409 ($127 per sf), including financing through  an
issuance by a governmental agency of tax-exempt bonds in the principal
amount of $5,800,000. The excess of equity and mortgage financing over
the  acquisition  and  rehabilitation costs was  utilized  to  provide
working capital reserves of $500,000. The bonds bore interest at  TENR
(a  rate  based  on  yields  of high quality,  short-term  tax  exempt
obligations) plus 0.5% until December 30, 1996 and were guaranteed  by
a  private corporation.  On December 30, 1996, both the bonds and  the
guarantee were sold.  The new holder of the bonds exercised its  right
to  convert the interest rate from the variable rate to 14% due to the
credit  rating  of the new guarantor.  The principal  balance  of  the
bonds at December 31, 2002 was $5,980,376 and are due on December  31,
2015.

              The  property  is managed by BCMI.  As of  December  31,
2002,  14,022  sf  of the commercial space (67%) was  under  lease  at
annual rental rates ranging from $13.47 to $31.00 $9.63 to $31.00  per
sf.   The  property  also maintains 44 operating  hotel  rooms  at  an
average  nightly rate of $132.95. The average occupancy for  2002  was
approximately  66%.  The hotel occupancy rate for  the  previous  four
years  was 66% in 2001, 61% for 2000, 66% for 1999, and 75% for  1998.
The  average  room  rates  were $125.05 for 2001,  $124.23  for  2000,
$126.45  for  1999,  and  $128.06 for 1998.   The  occupancy  for  the
commercial  space was 66% for 2001, and 74% from 1998  to  2000.   The
range  for annual rents was $9.63 to $31.00 per sf for 2001, $9.63  to
$30.00 per sf for 2000, $7.89 to $26.83 per sf for 1999, and $7.11  to
$26.26  per  sf for 1998.  There are two tenants who each  occupy  ten
percent  or  more  of  the  rentable  square  footage.   They  operate
principally as a restaurant and a retail store.

              The  following  is  a  table  showing  commercial  lease
expirations at Factor's Walk for the next five years.



                                         Total annual
            Number of   Total sf of     rental covered       % of gross
             leases      expiring        by expiring       annual rental
Year        expiring      leases           leases          from property
 2003         3            2,640          40,690               18%
 2004         0                0               0                0%
 2005         2            2,336          68,810               32%
 2006         5            9,046         111,333               50%
 Thereafter   0             -               -                    -

              For  tax purposes, this property has a federal tax basis
of  $10,743,105 and is depreciated using the straight-line method with
a useful life of 27.5 years.  The annual real estate taxes are $62,501
which  is based on an assessed value of $2,832,400 taxed at a rate  of
$2.21  per $100. It is the opinion of the management of the Registrant
that the property is adequately covered by insurance.


Item 3.   Legal Proceedings

            For   a   description   of  legal  proceedings   involving
Registrant's   properties,  see  Part  II,  Item   7.   River   Street
Inn/Factor's Walk Partners.


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

           No matter was submitted during the fiscal years covered  by
this report to a vote of security holders.


                                PART II

Item   5.     Market  for  Registrant's  Common  Equity  and   Related
Stockholder Matters

           a.  There is no established public trading market  for  the
Units.   Registrant does not anticipate any such market will  develop.
Trading in the Units occurs solely through private transactions.   The
Registrant  is  not  aware  of  the  prices  at  which  trades  occur.
Registrant's records indicate that 172.5 Units of record were sold  or
exchanged in 2002.

           b.  As of December 31, 2002, there are 2,572 record holders
of Units.

           c. Registrant did not declare any cash dividends in 2002 or
2001.

Item 6.   Selected Financial Data

          The following selected financial data are for the five years
ended  December 31, 2002. The data should be read in conjunction  with
the consolidated financial statements included elsewhere herein.  This
data is not covered by the independent auditors' report.


                2002         2001         2000         1999         1998
                ----         ----         ----         ----         ----
Rental
 income    $ 5,601,409  $ 5,340,239  $ 5,462,332  $ 5,015,476  $ 4,623,527
Hotel
 revenues    1,587,328    1,535,825    1,305,660    1,384,057    1,582,824
Interest
 income         11,583       41,165       45,742       23,336       35,575
Net loss    (2,199,044)  (2,294,872)  (2,474,642)  (4,292,936)  (2,980,282)
Net loss per
 Unit          (105.72)     (110.32)     (118.97)     (206.38)     (143.27)
Total assets
 (net of
 depreciation
 and amortiza-
 tion)       20,846,836  22,043,707   25,074,714   25,880,800   26,503,288
Debt
 obligations 32,608,543  32,739,177   33,792,649   33,306,221   32,808,014

Note:  See  Part II, Item 7(3) Results of Operations for a discussions
of   factors  which  materially  affect  the  comparability   of   the
information reflected in the above table.

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

          (1)  Liquidity

              At  December 31, 2002, Registrant had cash of  $119,481.
Cash  generated  from operations is used primarily to  fund  operating
expenses  and  debt service.  If cash flow proves to be  insufficient,
the  Registrant will attempt to negotiate loan modifications with  the
various lenders in order to remain current on all obligations  and  to
defer  administrative  costs.  The Registrant  is  not  aware  of  any
additional sources of liquidity.

              As  of December 31, 2002, Registrant had restricted cash
of $1,639,333 consisting primarily of funds held as security deposits,
replacement reserves and escrows for taxes.  As a consequence of these
restrictions as to use, Registrant does not deem these funds to  be  a
source of liquidity.

              In  recent years the Registrant has realized significant
losses,  including  the  foreclosure of two  properties,  due  to  the
properties'  inability to generate sufficient cash flow to  pay  their
operating  expenses  and debt service. At the present  time,  the  two
remaining properties are able to pay their operating expenses and debt
service  but  it  is unlikely that any cash will be available  to  the
Registrant  to  pay its general and administrative expenses.   In  the
legal  proceeding  involving the Morrison Clark Inn (see  "Results  of
Operations"  below in this Item 7), a property formerly owned  by  the
Registrant, if Capital Bank executes upon its $1,800,000 judgment with
respect  to the Registrant, it is expected to have significant adverse
impact on the Registrant since there is insufficient available cash to
pay the judgment.  Any such execution could result in a forced sale of
the Registrant's remaining properties.

              It is the Registrant's intention to continue to hold the
properties   until  they  can  no  longer  meet  their  debt   service
requirements and the properties are foreclosed, or the market value of
the  properties increases to a point where they can be sold at a price
which  is  sufficient to repay the underlying indebtedness  (principal
plus accrued interest).

              In  2003, the Registrant determined that it is insolvent
because  (i)  the  amount of its liabilities exceeds the  fair  market
value  of  its assets and (ii) it is unable to pay its debts  as  they
become  due.  Accordingly,  pursuant  to  its  partnership  agreement,
Registrant  has  begun  the  process  of  dissolution.  In  connection
therewith,  on June 30, 2003, the Registrant transferred its  interest
in  Tindeco Wharf to an affiliate of the owner of the second  mortgage
loan  secured  by  the  property of Tindeco Wharf.  At  transfer,  the
liabilities  of  Tindeco  Wharf exceeded  the  value  of  Registrant's
interest in Tindeco Wharf. In exchange for such interest, Registrant's
cost  of  dissolution, up to $100,000, will be paid by the  holder  of
such second mortgage loan.


          (2)  Capital Resources

             Any capital expenditures needed are generally replacement
items  and  are  funded  out  of cash from operations  or  replacement
reserves,  if  any.  The Registrant is not aware of any factors  which
would   cause  historical  capital  expenditures  levels  not  to   be
indicative  of  capital requirements in the future  and,  accordingly,
does  not  believe that it will have to commit material  resources  to
capital investment for the foreseeable future.

          (3)  Results of Operations

             During 2002, Registrant incurred a net loss of $2,199,044
($105.72)  per  limited  partnership unit),  compared  to  a  loss  of
$2,294,872 ($110.32 per limited partnership unit) in 2001, and a  loss
$2,474,642 ($118.97 per limited partnership unit) in 2000.

               Rental  and  hotel  income  was  $7,188,737  in   2002,
$6,876,064  in  2001, and $6,767,992 in 2000. The increase  in  rental
income  at  Tindeco Wharf from 2001 to 2002 is due to an  increase  in
average  occupancy (91% to 94%). The increase in hotel income  at  the
River  Street Inn from 2001 to 2002 is due to an increase  in  average
nightly  room  rates  from $125.05 in 2001 to  $132.95  in  2002.  The
increase in rental income at Tindeco Wharf from 2000 to 2001 is due to
an  increase in average occupancy for commercial units (92%  to  95%).
The increase in hotel income at the River Street Inn from 2000 to 2001
is  due  to  an increase in average room occupancy (61% to 66%).   The
decrease  in rental income at Washington Square due to the foreclosure
of the property on March 22, 2001.

             Interest income was $11,583 in 2002, $41,165 in 2001, and
$45,742 in 2000. The decrease in interest income from 2001 to 2002  is
due  to  a decrease in interest rates and a decrease in invested  cash
balances. The decrease from 2000 to 2001 is due to a decrease  in  the
interest bearing restricted cash balance at Tindeco Wharf.

               Rental  operations  expense  was  $2,104,817  in  2002,
$2,028,376  in  2001, and $2,102,470 in 2000. The increase  in  rental
operations  expense from 2001 to 2002 is due to an increase  in  wages
and  salaries  expense and insurance expense, partially  offset  by  a
decrease  in  miscellaneous operating expense at  Tindeco  Wharf.  The
increase in wages and salaries expense is due to an increase in office
staff  salaries and janitorial wages paid. The increase  in  insurance
expense  is  due  to  insurance  market conditions.  The  decrease  in
miscellaneous  operating  expense is due  to  a  decrease  in  parking
expense  and  administrative cable charges.  The  decrease  in  rental
operations  expense  from 2000 to 2001 is due to  the  foreclosure  of
Washington  Square  due  on March 22, 2001.  The  decrease  in  rental
operations  expense  at Washington Square is partially  offset  by  an
increase  at  Tindeco Wharf. The increase is due  to  an  increase  in
miscellaneous  operating  expense  and  wages  and  salaries  expense,
partially offset by a decrease in maintenance expense. The increase in
miscellaneous operating expense is due to an increase in  general  and
administrative  expenses at the property. The increase  in  wages  and
salaries  expense  is due to an increase in janitorial  salaries.  The
decrease  in  maintenance expense is due to a decrease  in  decorating
expense,   grounds   maintenance,   outside   cleaning   service   and
exterminating expenses.

               Hotel  operations  expense  was  $1,337,487  in   2002,
$1,257,784  in  2001, and $1,122,156 in 2000. The  increase  in  hotel
operations  expense from 2001 to 2002 is due to an increase  in  wages
and  salaries expense, insurance expense, and real estate tax expense,
partially  offset  by a decrease in legal and professional  fees.  The
increase in wages and salaries expense is due to an increase in  sales
manager salaries and housekeeper wages paid. The increase in insurance
expense  is due to insurance market conditions. The increase  in  real
estate tax expense is due to an increase in the appraised value of the
property. The decrease in legal and professional fees is due  to  non-
recurring appraisal fees incurred during the fourth quarter  of  2001.
The  increase  from 2000 to 2001 is due to an increase  in  wages  and
salaries  expense,  and  utilities  expense,  partially  offset  by  a
decrease  in legal and accounting expense. The increase in  wages  and
salaries expense is due to an increase in administrative salaries. The
increase in utilities expense is due to an increase in electricity and
gas charges. The decrease in legal and accounting expense is due to  a
decrease in legal services rendered in 2001.

              Interest  expense was $4,197,597 in 2002, $4,216,229  in
2001,  and  $4,240,944 in 2000. The decrease in interest expense  from
2001  to  2002  is due to a decrease in prime rate used  to  calculate
interest  expense on a note payable at Tindeco Wharf. The increase  in
interest  expense at Factors Walk is due to an increase  in  principal
balance.  The  increase from 2000 to 2001 is due  to  an  increase  in
interest  expense  at  the River Street Inn  and  Tindeco  Wharf.  The
interest  expense at the River Street Inn increased due to an increase
in principal balance due to advances made by the first mortgage holder
to  fund  building improvements. The increase in interest  expense  at
Tindeco  Wharf  is  due  to  a decrease in interest  returned  to  the
property by the trustee of the City of Baltimore refunding the  bonds.
This  decrease corrects prior period errors when the trustee  returned
interest in excess of what it should.

              Depreciation  and amortization was $1,759,463  in  2002,
$1,781,784 in 2001, and $1,822,805 in 2000. The decrease from 2000  to
2002 is due to the foreclosure of Washington Square on March 22, 2001.

              Effective  as  of March 22, 2001 Washington  Square  was
foreclosed by the holder of the mortgage and a judgment. As a  result,
the  Registrant recognized an extraordinary gain on the extinguishment
of  debt in the amount of $68,458 which is the difference between  the
debt of the property and the net book value of the assets.

              In 2002, a loss of approximately $1,831,000 was incurred
at  the  Registrant's properties, compared to a loss of  approximately
$2,008,000 at the registrant's properties during 2001, and a  loss  of
$2,131,000  during  2000.  Included  in  the  loss  for  2001  is   an
extraordinary  gain on the extinguishment of debt  in  the  amount  of
$68,458. A discussion of property operations/activities follows:

              In  2002,  Tindeco Wharf sustained a  loss  of  $870,000
including   $1,282,000  of  depreciation  and  amortization   expense,
compared  to a loss of $1,150,000 including $1,274,000 of depreciation
and amortization expense, in 2001, and a loss of $1,203,000, including
$1,235,000  of  depreciation and amortization expense,  in  2000.  The
decrease  in  loss from 2001 to 2002 is due to an increase  in  rental
income  and  a  decrease in interest expense, partially offset  by  an
increase  in rental operations expense. The increase in rental  income
is  due to an increase in average occupancy (91% to 94%). The decrease
in  interest  expense  is due to a decrease  in  prime  rate  used  to
calculate  interest expense on a note payable. The increase in  rental
operations expense is due to an increase in wages and salaries expense
due  to  an increase in office salaries and janitorial wages,  and  an
increase in insurance expense due to insurance market conditions.  The
decrease  in  loss from 2000 to 2001 is due to an increase  in  rental
income and a decrease in maintenance expense, partially offset  by  an
increase  in  miscellaneous  operating  expense,  wages  and  salaries
expense and interest expense. The increase in rental income is due  to
the  increase in commercial unit occupancy (92% to 95%). The  decrease
in  maintenance  expense is due to a decrease in  decorating  expense,
grounds   maintenance,  outside  cleaning  service  and  exterminating
expenses. The increase in miscellaneous operating expense is due to an
increase in miscellaneous general and administrative expenses  at  the
property.  The increase in wages and salaries expense  is  due  to  an
increase  in janitorial salaries. The increase in interest expense  is
due  to a decrease in interest returned to the property by the trustee
of  the  City of Baltimore refunding the bonds. This decrease corrects
prior  period errors when the trustee returned interest in  excess  of
what it should.

          On June 30, 2003, the Registrant transferred its interest in
Tindeco Wharf to an affiliate of the owner of the second mortgage loan
secured by the property of Tindeco Wharf. At transfer, the liabilities
of  Tindeco  Wharf  exceeded  the value of  Registrant's  interest  in
Tindeco  Wharf.  In exchange for such interest, Registrant's  cost  of
dissolution, up to $100,000, will be paid by the holder of such second
mortgage loan.

           In  2002, the River Street Inn sustained a loss of $961,000
including  $424,000 of depreciation and amortization expense  compared
to   a  loss  of  $936,000  including  $424,000  of  depreciation  and
amortization  expense,  in  2001, and a  loss  of  $928,000  including
$407,000  of  depreciation  and amortization  expense,  in  2000.  The
increase  in  loss from 2001 to 2002 is due to an increase  in  rental
income  and  hotel  income partially offset by an  increase  in  hotel
operations expense and interest expense. The increase in rental income
is  due to an increase in commercial rental rates from $9.63 to $31.00
per  sf  in  2001 to $13.47 to $31.00 per sf in 2002. The increase  in
hotel income is due to an increase in average nightly room rates  from
$125.05  in  2001 to $132.95 in 2002. The increase in hotel operations
expense is due to an increase in wages and salaries expense, insurance
expense  and real estate tax expense. The increase in interest expense
is  due to an increase in principal balance. The increase in wages and
salaries  expense is due to an increase in sales manager salaries  and
housekeeper wages paid. The increase in insurance expense  is  due  to
insurance  market conditions. The increase in real estate tax  expense
is  due  to  an  increase in the appraised value of the property.  The
increase  in  loss  from 2000 to 2001 is due to an increase  in  hotel
operations  expense, partially offset by an increase in hotel  income.
The  increase  in hotel operations expense is due to  an  increase  in
wages and salaries expense and utilities expense, partially offset  by
a  decrease in legal and accounting expense. The increase in wages and
salaries expense is due to an increase in administrative salaries. The
increase in utilities expense is due to an increase in electricity and
gas charges. The decrease in legal and accounting expense is due to  a
decrease  in  legal services rendered in 2001. The increase  in  hotel
income is due to an increase in average occupancy (61% to 66%).

     FWP is involved in one legal proceeding as discussed below:

              J.  A.  Jones Construction Company ("Jones")  contracted
with  FWP  for the renovation of what was originally a warehouse  into
the  River  Street  Inn/Factor's Walk.  During construction,  numerous
disputes  arose  between the parties.  As a result of those  disputes,
Jones abandoned the project prior to completion and filed suit in  the
matter of J.A. Jones Construction Company v. Factor's Walk Partners in
the United States District Court for the Northern District of Georgia.
On January 1, 1994, the court entered a judgment in favor of Jones and
against  FWP  in  the  amount  of $1,069,017.   The  judgment  accrued
interest at 9.5% and $62,562 of interest was accrued in both 1994  and
1995.   FWP filed an appeal and this appeal was held in abeyance while
FWP  and  Jones participated in a court sponsored settlement  program.
On November 8, 1996, a settlement agreement was reached whereby a note
in  the  amount  of  $1,000,000 was issued.  The  note  calls  for  6%
interest until September 1, 1997, with the rate increasing .5% on each
August  1  thereafter to a maximum rate of prime plus  2%  (therefore,
6.25%  at  December 31, 2002) and is due on October 1, 2011.  Interest
is due quarterly.

              On  June  30,  1992,  Dover  Historic  Properties,  Inc.
assigned  to  Dover  Limited  a  note  receivable,  from  FWP  to  the
Registrant  that had been assigned to Dover Historic Properties,  Inc.
The note was in the stated amount of $55,951 and bore interest at 10%;
the  note was due on June 30, 1997.  On January 13, 1994 Dover Limited
obtained  a judgment on this note in the amount of $73,184  in  Common
Pleas  Court  for  Philadelphia  County,  Pennsylvania.  The  judgment
accrues interest at 15%. On March 31, 2000 the note was sold. Interest
accrued  during 2002 and 2001 was $30,023. The balance of the note  at
December 31, 2002 was $197,409.

              In 2001, Washington Square recognized income of $80,000,
including $30,000 of depreciation and amortization expense compared to
a  loss of $1,000 including $126,000 of depreciation expense in  2000.
Included  in  the income for 2001 is extraordinary income  of  $68,458
related to the foreclosure of Washington Square effective as of  March
22, 2001.

              On  June 30, 1992, DHP, Inc. assigned to D, LTD  a  note
receivable from the Registrant in the stated amount of $404,046.   The
note bore interest at 10% and was due on June 30, 1997.  On March  23,
1993 D, LTD obtained a judgment on this note in the amount of $454,299
in  Common  Pleas  Court for Philadelphia County,  Pennsylvania.   The
judgment  accrues interest at 15%.  Interest accrued during  2001  and
2000  was  $168,668  and  $163,654,  respectively.   Payments  on  the
judgment  are  to  be  made  from  available  cash  flow  before   any
distribution can be made to the limited partners.  The balance of  the
note at December 31, 2002 is $1,390,769.

             In February 1993, one of the Registrant's properties, the
Morrison-Clark  Inn, was foreclosed by the lender. In  November  1993,
the lender obtained a judgment in the matter of Capital Bank, N.A.  v.
Diversified  Historic  Investors II in the amount  of  $1,800,000.  If
capital bank executes upon its $1,800,000 judgment with respect to the
registrant, it is expected to have significant adverse impact  on  the
Registrant  since  there is insufficient available  cash  to  pay  the
judgment.  Any  such execution could result in a forced  sale  of  the
registrants remaining properties.


Item 7A.  Quantitative and Qualitative Disclosures
          About Market Risk

             All of our assets and liabilities are denominated in U.S.
dollars, and as a result, we do not have exposure to currency exchange
risks.

              We  do not engage in any interest rate, foreign currency
exchange  rate  or  commodity price-hedging  transactions,  and  as  a
result, we do not have exposure to derivatives risk.


Item 8.   Financial Statements and Supplementary Data

           Registrant  is  not required to furnish  the  supplementary
financial information referred to in Item 302 of Regulations S-K.


<PAGE>
                     Independent Auditor's Report

To the Partners of
Diversified Historic Investors II

We  have  audited  the  accompanying  consolidated  balance  sheet  of
Diversified Historic Investors II (a Pennsylvania limited partnership)
and  subsidiaries  as of December 31, 2002 and 2001  and  the  related
statements  of  operations and changes in partners'  equity  and  cash
flows  for  the years ended December 31, 2002, 2001 and  2000.   These
consolidated  financial  statements  are  the  responsibility  of  the
partnership's management.  Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.  We did
not audit the financial statements of Tindeco Wharf Partnership, which
statements  reflect  total  assets of  $15,521,120,  $16,168,452,  and
$17,449,441  as of December 31, 2002, 2001 and 2000 respectively,  and
total revenues of $5,179,528, $4,875,326, and $4,656,945, respectively
for  the  years  then ended.  Those statements were audited  by  other
auditors  whose  report has been furnished to  us,  and  our  opinion,
insofar  as  it  relates  to the amounts included  for  Tindeco  Wharf
Partnership, is based solely on the report of the other auditors.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we  plan  and  perform the audit to obtain reasonable assurance  about
whether  the  consolidated financial statements are free  of  material
misstatement.  An audit includes examining, on a test basis,  evidence
supporting  the amounts and disclosures in the consolidated  financial
statements.    An   audit  also  includes  assessing  the   accounting
principles used and significant estimates made by management, as  well
as  evaluating  the  overall  financial  statement  presentation.   We
believe that our audit provides a reasonable basis for our opinion.

In  our  opinion,  based on our audits and the  report  of  the  other
auditors,  the  consolidated financial statements  referred  to  above
presents  fairly, in all material respects, the financial position  of
Diversified Historic Investors II and subsidiaries as of December  31,
2002  and 2001, and the results of operations and cash flows  for  the
years  ended December 31, 2002, 2001 and 2000 in conformity with  U.S.
generally accepted accounting principles.

Our  audits  were made for the purpose of forming an  opinion  on  the
basic  financial  statements taken as a whole.  The Schedule  of  Real
Estate  and Accumulated Depreciation on page 28 is presented  for  the
purposes  of  additional analysis and is not a required  part  of  the
basic  financial statements.  Such information has been  subjected  to
the  auditing  procedures  applied in the audit  of  the  consolidated
financial statements and, in our opinion, which insofar as it  relates
to  Tindeco Wharf Partnership is based solely on the report  of  other
auditors,  such information is fairly stated in all material  respects
in relation to the basic financial statements taken as a whole.
As  discussed  in  Note  C  of the financial  statements,  Diversified
Historic  Investors II is liable for payment of a $1,800,000 guarantee
resulting from the foreclosure on a property in 1993.  In the past the
partnership has been able to continue the forbearance when the  period
ends in July, 2000.  If the lender executes judgment it is expected to
have significant adverse impact on the partnership and could result in
a forced sale of the remaining properties.




Gross, Kreger & Passio
Philadelphia, Pennsylvania
May 27, 2003

<PAGE>

                     Independent Auditor's Report


To the Partners of
Tindeco Wharf Partnership

We  have  audited  the  accompanying balance sheet  of  Tindeco  Wharf
Partnership  as  of December 31, 2002, and the related  statements  of
profit  and loss, partners' deficit and cash flows for the  year  then
ended.   The  financial  statements  are  the  responsibility  of  the
Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We  conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General  of the United States.  Those standards require that  we  plan
and perform the audit to obtain reasonable assurance about whether the
financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts
and  disclosures in the financial statements.  An audit also  includes
assessing  the  accounting principles used and  significant  estimates
made  by  management,  as  well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audit  provides   a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to  above  present
fairly,  in  all material respects, the financial position of  Tindeco
Wharf  Partnership  as of December 31, 2002, and the  results  of  its
operations,  the changes in partners' deficit and its cash  flows  for
the  year  then ended in conformity with generally accepted accounting
principles.


Reznick, Fedder & Silverman
Baltimore, Maryland
February 5, 2003

<PAGE>

                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)

              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                   AND FINANCIAL STATEMENT SCHEDULES


Consolidated financial statements:                            Page

   Consolidated Balance Sheets at December 31, 2002  and       17
    2001

   Consolidated Statements of Operations for  the  Years
    Ended December 31, 2002, 2001, and 2000                    18

   Consolidated  Statements  of  Changes  in   Partners'
    Equity for the Years Ended December 31, 2002, 2001,
    and 2000                                                   19

   Consolidated Statements of Cash Flows for  the  Years
    Ended December 31, 2002, 2001, and 2000                    20

   Notes to consolidated financial statements                 21-27


Financial statement schedules:

   Schedule XI  - Real Estate and Accumulated  Depreciation    29

   Notes to Schedule XI                                        30



All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.

<PAGE>
                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)

                      CONSOLIDATED BALANCE SHEETS
                      ---------------------------
                      December 31, 2002 and 2001

                                Assets

                                            2002        2001
                                            ----        ----
Rental properties at cost:
 Land                                 $   847,082  $   847,082
 Buildings and improvements            39,014,097   38,847,686
 Furniture and fixtures                 3,627,466    3,664,871
                                      -----------  -----------
                                       43,488,645   43,359,639
  Less - accumulated depreciation     (26,361,987) (24,658,035)
                                      -----------  -----------
                                       17,126,658   18,701,604
Cash and cash equivalents                 119,481      175,264
Restricted cash                         1,639,333      564,456
Accounts receivable                       252,319      195,916
Other assets (net of accumulated
 amortization  of  $550,675   and
 $495,163)                              1,709,045    2,406,467
                                      -----------  -----------
          Total                       $20,846,836  $22,043,707
                                      ===========  ===========


                Liabilities and Partners' Equity

Liabilities:
 Debt obligations                     $32,608,543  $32,739,177
  Accounts payable:
   Trade                                4,003,547    3,776,209
   Related parties                      3,008,831    2,751,080
  Interest payable                     13,968,150   13,459,354
  Tenant security deposits                323,436      284,087
  Other liabilities                     1,735,498    1,635,925
                                      -----------  -----------
          Total liabilities            55,648,005   54,645,832
Partners' deficit                     (34,801,169) (32,602,125)
                                      -----------  -----------
          Total                       $20,846,836  $22,043,707
                                      ===========  ===========

The accompanying notes are an integral part of these financial statements.

<PAGE>
                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 -------------------------------------

         For the years ended December 31, 2002, 2001 and 2000


                                       2002        2001         2000
                                       ----        ----         ----
Revenues:
 Rental income                    $5,601,409   $5,340,239   $5,462,332
 Hotel income                      1,587,328    1,535,825    1,305,660
 Interest income                      11,583       41,165       45,742
 Other income                              0        3,614            0
                                  ----------   ----------   ----------
          Total revenues           7,200,320    6,920,843    6,813,734
                                  ----------   ----------   ----------
Costs and expenses:
 Rental operations                 2,104,817    2,028,376    2,102,471
 Hotel operations                  1,337,487    1,257,784    1,122,156
 Interest                          4,197,597    4,216,229    4,240,944
 Depreciation and amortization     1,759,463    1,781,784    1,822,805
                                  ----------   ----------   ----------
          Total costs and expenses 9,399,364    9,284,173    9,288,376
                                  ----------   ----------   ----------
Net loss before extraordinary
 item                            ($2,199,044) ($2,363,330) ($2,474,642)
Extraordinary gain on
 extinguishment of debt                    0       68,458            0
                                  ----------   ----------   ----------
Net loss                         ($2,199,044) ($2,294,872) ($2,474,642)
                                  ==========   ==========   ==========

Net loss per limited
 partnership unit:
 Loss before extraordinary item  ($   105.72) ($   113.61) ($   118.97)
 Extraordinary item                        0         3.29            0
                                  ----------   ----------   ----------
Total loss per limited
 partnership unit                ($   105.72) ($   110.32) ($   118.97)
                                  ==========   ==========   ==========

The accompanying notes are an integral part of these financial statements.

<PAGE>


                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
        ------------------------------------------------------

         For the years ended December 31, 2002, 2001 and 2000



                                      Dover
                                    Historic     Limited
                                    Advisors     Partners
                                       (1)         (2)         Total
                                    --------     --------      -----
Percentage participation in
 profit or loss                       1%           99%          100%
                                      ==           ===          ====

Balance at December 31, 1999      ($449,746) ($27,382,865) ($27,832,611)
Net loss                            (24,746)   (2,449,896)   (2,474,642)
                                   --------   -----------   -----------
Balance at December 31, 2000       (474,492)  (29,832,761)  (30,307,253)
Net loss                            (22,949)   (2,271,923)   (2,294,872)
                                   --------   -----------   -----------
Balance at December 31,2001        (497,441)  (32,104,684)  (32,602,125)
Net loss                            (21,990)   (2,177,054)   (2,199,044)
                                   --------   -----------   -----------
Balance at December 31, 2002      ($519,431) ($34,281,738) ($34,801,169)
                                   ========   ===========   ===========

 (1) General Partner.

 (2) 20,593.3  limited partnership units outstanding at  December  31,
     2002, 2001, and 2000.

The accompanying notes are an integral part of these financial statements.

<PAGE>

                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -------------------------------------

         For the years ended December 31, 2002, 2001, and 2000

                                       2002         2001         2000
                                       ----         ----         ----
Cash flows from operating
 activities:
 Net loss                         ($2,199,044) ($2,294,872) ($2,474,642)
 Adjustments to reconcile net loss
  to net cash provided by
  operating activities:
  Depreciation and amortization     1,759,463    1,781,784    1,822,805
  Extraordinary gain                        0      (68,458)           0
 Changes in assets and liabilities:
 (Increase) decrease in restricted
  cash                             (1,074,877)   1,202,782     (258,714)
 (Increase) decrease in accounts
  receivable                          (56,403)       4,525      (67,168)
 Decrease (increase) in other assets  641,909     (805,007)      60,552
 Increase in accounts payable -
  trade                               227,338       94,903      440,072
 Increase (decrease) in accounts
  payable - related parties           257,751      123,251      (84,354)
 Increase in interest payable         508,796      198,745      807,247
 Increase in tenant security
  deposits                             39,349        6,357       27,792
 Increase (decrease) in other
  liabilities                          99,574      145,332       (8,629)
                                   ----------   ----------   ----------
Net cash provided by operating
 activities                           203,856      389,342      264,961
                                   ----------   ----------   ----------
Cash flows from investing
 activities:
 Capital expenditures                (129,005)    (248,415)    (765,817)
                                   ----------   ----------   ----------
Net cash used in investing
 activities                          (129,005)    (248,415)    (765,817)
                                   ----------   ----------   ----------
Cash flows from financing
 activities:
 Borrowings under debt obligations        520      157,472    1,694,430
 Payments of principal under debt
 obligations                         (131,154)    (146,816)  (1,208,003)
                                   ----------   ----------   ----------
Net cash (used in) provided by
 financing activities                (130,634)      10,656      486,427
                                   ----------   ----------   ----------
(Decrease) increase in cash and cash
 equivalents                          (55,783)     151,583      (14,429)
Cash and cash equivalents at
 beginning of year                    175,264       23,681       38,110
                                   ----------   ----------   ----------
Cash and cash equivalents at end of
 year                              $  119,481   $  175,264   $   23,681
                                   ==========   ==========   ==========

Supplemental Disclosure of Cash Flow
 Information:
 Cash paid during the year for
  interest                         $3,347,070   $3,689,055   $3,433,697


The accompanying notes are an integral part of these financial statements.

<PAGE>
                   DIVERSIFIED HISTORIC INVESTORS II
                        (A limited partnership)


NOTE A - ORGANIZATION

Diversified  Historic Investors II (the "Partnership") was  formed  in
December  1984  to acquire, rehabilitate, and manage  real  properties
which  are  certified historic structures as defined in  the  Internal
Revenue  Code  (the "Code"), or which are eligible for designation  as
such, utilizing mortgage financing and the net proceeds from the  sale
of  limited  partnership  units.  Rehabilitations  undertaken  by  the
Partnership  were  done  with  a view to  obtaining  certification  of
expenditures  therefore as "qualified rehabilitation expenditures"  as
defined  in  the Code.  The General Partner, Dover Historic  Advisors,
has  the exclusive responsibility for all aspects of the Partnership's
operations

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

A  summary  of  the  significant accounting policies  applied  in  the
preparation  of  the  accompanying consolidated  financial  statements
follows:

1.   Principles of Consolidation

The  accompanying consolidated financial statements of the Partnership
include  the accounts of two subsidiary partnerships (the "Ventures"),
in  which  the Partnership has controlling interests, with appropriate
elimination  of  inter-partnership transactions  and  balances.  These
financial  statements  reflect  all adjustments  (consisting  only  of
normal   recurring  adjustments)  which,  in  the   opinion   of   the
Partnership's General Partner, are necessary for a fair  statement  of
the results for the years presented.

2.   Depreciation

Depreciation  is  computed  using the straight-line  method  over  the
estimated useful lives of the assets.  Buildings and improvements  are
depreciated over 25 years and furniture and fixtures over five years.

3.   Finance Costs

Loan fees have been incurred with respect to certain loans.  Such fees
are  being  amortized over the terms of the related loans  (18  to  40
years) and being charged to amortization expense.

The  Partnership prepaid all amounts due under a ground lease for  one
of  its properties.  Such prepayment is being amortized over the  term
of the lease (75 years) and being charged to amortization expense.

Tindeco Wharf Partnership ("TWP") incurred $818,465 of settlement fees
in  conjunction  with a bond refinancing.  These settlement  fees  are
included in other assets and are being amortized over the term of  the
bond  issue.   Accumulated amortization was $233,955 and  $211,319  at
December 31, 2002 and 2001, respectively.
4.   Cash and Cash Equivalents

The Partnership considers all highly liquid instruments purchased with
a maturity of less than three months to be cash equivalents.

5.   Net Income per Limited Partnership Unit

The  net  income per limited partnership unit is based on the weighted
average  number  of limited partnership units outstanding  during  the
period (20,593.3 in 2002, 2001 and 2000).

6.   Income Taxes

Income  taxes or credits resulting from earnings or losses are payable
by  or  accrue  to  the  benefits  of the  partners;  accordingly,  no
provision   has  been  made  for  income  taxes  in  these   financial
statements.

7.   Restricted Cash

Restricted  cash  includes amounts held for tenant security  deposits,
insurance and real estate tax reserves.

8.   Revenue Recognition

Revenues  are recognized when rental payments are due on  a  straight-
line  basis.   Rental payments received in advance are deferred  until
earned.

9.   Rental Properties

Rental  properties are stated at cost.  A provision for impairment  of
value  is recorded when a decline in value of a property is determined
to  be  other  than  temporary as a result  of  one  or  more  of  the
following:  (1)  a property is offered for sale at a price  below  its
current  carrying  value,  (2)  a  property  has  significant  balloon
payments  due within the foreseeable future for which the  Partnership
does  not have sufficient resources, and anticipates it will be unable
to  obtain  replacement financing or debt modification  sufficient  to
allow it to continue to hold the property over a reasonable period  of
time, (3) a property has been, and is expected to continue, generating
significant  operating  deficits and  the  Partnership  is  unable  or
unwilling to sustain such deficits and has been unable, or anticipates
it   will  be  unable,  to  obtain  debt  modification,  financing  or
refinancing  sufficient to allow it to continue to hold  the  property
for  a  reasonable  period  of time or, (4)  a  property's  value  has
declined  based on management's expectations with respect to projected
future operational cash flows and prevailing economic conditions.   An
impairment  loss is indicated when the undiscounted sum  of  estimated
future  cash flows from an asset, including estimated sales  proceeds,
and  assuming a reasonable period of ownership up to 5 years, is  less
than  the  carrying  amount  of the asset.   The  impairment  loss  is
measured  as the difference between the estimated fair value  and  the
carrying   amount  of  the  asset.  In  the  absence  of   the   above
circumstances,  properties and improvements are stated  at  cost.   An
analysis is done on an annual basis at December of each year.

10.  Use of Estimates

The  preparation  of  the  financial  statements  in  conformity  with
generally accepted accounting principles requires management  to  make
estimates  and  assumptions that affect the amounts  reported  in  the
financial  statements  and accompanying notes.  Actual  results  could
differ from those estimates.

NOTE C - DEBT OBLIGATIONS

Debt obligations were as follows:

December 31,
                                                2002         2001
                                                ----         ----
Mortgage  loan,  interest  only  at  14%;  $ 7,273,790  $ 7,273,271
principal   due   December   31,    2015,
collateralized  by  the  related   rental
property

Mortgage  loan,  interest  at  12%,   due    1,800,000    1,800,000
January  1, 1992, collateralized  by  the
related rental property (A)


Mortgage revenue bonds comprised  of  the   16,281,282   16,412,435
following:   $1,440,000 of Serial  Bonds,
interest rates ranging from 4.6% to 6.1%,
maturing  semi-annually  from  June   20,
2000, to December 20, 2006; $1,650,000 of
Term  Bonds,  interest at 6.5%,  maturing
December  20,  2012; $8,260,000  of  Term
Bonds,   interest   at   6.6%,   maturing
December  20,  2024; $5,605,000  of  Term
Bonds,   interest   at   6.7%,   maturing
December 20, 2028; collateralized by  the
related rental property

Second   mortgage  loan,  principal   and    4,953,471    4,953,471
interest  at  7.5%,  payable  in  monthly
installments  of  $36,606  to  July  2005
based  upon available cash flow, at which
time  the  balance is due; collateralized
by the related rental property (B)

Note  payable  to  a developer,  interest
accrues  at 12%, of which 6% interest  is
payable  annually; deferred  interest  is
payable   out  of  cash  flow   after   a
preference return to the Partnership with
interest  accruing on the unpaid  amount;
principal and unpaid interest due at  the
earlier  of  sale or refinancing  of  the
property or 2005; unsecured                  2,300,000    2,300,000
                                           -----------   ----------
                                           $32,608,543  $32,739,177
                                           ===========  ===========


     (A)  Interest  payments were not made after August 1991.   Lender
     declared  default and accelerated payment of the note in February
     1992.   The partnership which owns the property filed a  petition
     of  reorganization in May 1992.  In November 1992, the  automatic
     stay  was lifted and the property which collateralizes this  loan
     was  foreclosed  by  the lender in February 1993.   However,  the
     partnership  guaranteed $1,800,000 of the original note  balance,
     which is included in debt obligations.

     (B)  Interest and principal after August 1, 1990 due only  to  the
     extent of available cash flow. Any unpaid principal and interest is
     deferred.  Additional interest equal to 20% of net cash flow from
     operations, as defined, in excess of $1,075,000 is payable annually.
     The lender is also entitled to receive 10% of the net proceeds from
     the sale of the property as defined.  No interest was paid during
     2002, 2001 or 2000.


Approximate  maturities of mortgage loan obligations, at December  31,
2002 for each of the succeeding five years are as follows:

Year ending December 31,
            2003               $ 1,944,528
            2004                   159,267
            2005                 7,428,980
            2006                   193,400
            2007                   213,129
           Thereafter           22,669,239
                               -----------
                               $32,608,543
                               ===========

<PAGE>

NOTE D - ACQUISITIONS

The  Partnership  acquired one property and three general  partnership
interests  in Ventures during the period August 1985 to October  1985,
as discussed below.

In  August  1985,  the Partnership was admitted, with  a  99%  general
partner interest, to a Pennsylvania general partnership, which owns  a
building located in Savannah, Georgia, consisting of 22,559 commercial
square  feet  and a 44 room hotel, for a cash capital contribution  of
$3,600,409.

In  October  1985, the Partnership was admitted, with an  85%  general
partner interest, to a Pennsylvania general partnership, which owned a
54-room  hotel  located  in  Washington,  D.C.,  for  a  cash  capital
contribution   of   $1,820,100.   The   Partnership's   interest   was
subsequently  reduced  to  69% when an affiliate  of  the  Partnership
acquired a 19% interest.  The lender foreclosed in 1993.

In  October  1985,  the Partnership purchased a three-story  building,
consisting  of  29  residential apartments and 9,500  square  feet  of
commercial  space, for a cash consideration of $1,320,883. The  lender
foreclosed on March 22, 2001.

In  October  1985, the Partnership was admitted, with an  85%  general
partner  interest,  to a Maryland general partnership,  which  owns  a
building located in Baltimore, Maryland, consisting of 240 residential
units  and 41,307 square feet of commercial space, for a cash  capital
contribution of $7,271,300.  The Partnership subsequently purchased an
additional  5% interest for $262,500. On June 30, 2003, the Registrant
transferred  its interest in TWP to an affiliate of the owner  of  the
second mortgage loan secured by the property of TWP. At transfer,  the
liabilities of TWP exceeded the value of Registrant's interest in TWP.
In exchange for such interest, Registrant's cost of dissolution, up to
$100,000, will be paid by the holder of such second mortgage loan.


NOTE E- COMMITMENTS AND CONTINGENCIES

Pursuant to certain agreements, the developers of and lenders  to  the
properties are entitled to share in the following:

1.   15%  of net cash flow from operations (one property), and 15%  to
     50%  of  net  cash  flow from operations above certain  specified
     amounts (two properties);

2.   10%  to  45% of the net proceeds, as defined, of the sale of  the
     respective   properties   (two   properties).    Generally,   the
     Partnership  is entitled to a priority distribution  of  the  net
     proceeds of sale prior to any payments to developers.

J.  A.  Jones Construction Company ("Jones") contracted with  Factor's
Walk  Partners  ("FWP"),  a  subsidiary of the  Partnership,  for  the
renovation  of what was originally a warehouse, into the River  Street
Inn/Factor's  Walk.   During  construction,  numerous  disputes  arose
between  the parties.  As a result of those disputes, Jones  abandoned
the  project prior to completion and filed suit in the matter of  J.A.
Jones  Construction Company v. Factor's Walk Partners  in  the  United
States  District  Court  for the Northern  District  of  Georgia.   On
January  1, 1994, the court entered a judgment in favor of  Jones  and
against  FWP  in  the  amount  of $1,069,017.   The  judgment  accrued
interest at 9.5% and $62,562 of interest was accrued in both 1995  and
1994.   FWP filed an appeal which was held in abeyance while  FWP  and
Jones  participated  in  a  court sponsored  settlement  program.   On
November 8, 1996, a settlement agreement was reached whereby a note in
the  amount of $1,000,000 was issued.  The note calls for 6%  interest
until September 1, 1997, with the rate increasing .5% on each August 1
thereafter to a maximum of prime plus 2% (therefore, 6.25% at December
31,  2002)  and is due on October 1, 2011.  Interest is due  quarterly
with the first payment due September 1, 1997.

NOTE F - RELATED PARTY TRANSACTIONS

On June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable, from
FWP  to  the Partnership that had been assigned to DHP, Inc. The  note
was in the stated amount of $55,951 and bore interest at 10%; the note
was  due  on  June 30, 1997.  On January 13, 1994 D,  LTD  obtained  a
judgment  on this note in the amount of $73,184 in Common Pleas  Court
for  Philadelphia County, Pennsylvania. The judgment accrues  interest
at  15%. On March 31, 2000 the note was sold. Interest accrued  during
2000  was  $22,620. The balance of the note at December 31,  2001  was
$197,409.   Interest  accrued  during  2002  and  2001  was   $30,023,
respectively.  The  balance  of the note  at  December  31,  2002  was
$197,409.

On  June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable from
the  Partnership  in  the stated amount of $404,046.   The  note  bore
interest  at 10% and was due on June 30, 1997.  On March 23, 1993,  D,
LTD  obtained  a  judgment on this note in the amount of  $454,299  in
Common  Pleas  Court  for  Philadelphia  County,  Pennsylvania.    The
judgment  accrues interest at 15%.  Interest accrued during  2002  and
2001  was  $212,948  and  $168,668,  respectively.   Payments  on  the
judgment  are  to  be  made from available cash flow  and  before  any
distribution  can be made to the Partnership's limited  partners.  The
balance of the note at December 31, 2002 was $1,390,769.

Tindeco  Wharf  Partnership  accrues to Dover  Historic  Advisors,  an
affiliate of a partner, and Boston Street Properties, Inc.,  a  former
partner,  an annual investor service fee of $10,000 each.  These  fees
are  paid  from available cash flow subsequent to the payment  of  the
operating  deficit  loan and current interest on the  development  fee
note. No fees were paid during 2002. Accrued investor service fees are
$120,000 at December 31, 2002.


NOTE G - EXTRAORDINARY GAIN

Effective as of March 22, 2001 Washington Square was foreclosed by the
holder  of  the mortgage and a judgment.  As a result, the  Registrant
recognized an extraordinary gain on this foreclosure in the amount  of
$68,458  which is the difference between the debt of the property  and
the net book value of the assets.


NOTE H - INCOME TAX BASIS RECONCILIATION

Certain  items  enter  into  the  determination  of  the  results   of
operations in different time periods for financial reporting  ("book")
purposes and for income tax ("tax") purposes.  Reconciliations of  net
loss and partners' equity follows:

                                        For the Years Ended December 31,
                                          2002        2001         2000
                                          ----        ----         ----
Net loss - book                    ($ 2,199,044)($ 2,294,872)($ 2,474,642)
 Depreciation                          (143,025)    (262,345)      77,686
 Interest                             1,038,997      982,822      978,434
  Other interest                              0     (240,000)           0
  Guarantor fees                        121,800      121,800      121,800
  Investor service fee                   20,000       20,000       20,000
  Partnership administrative fee              0            0   (1,333,786)
  Other                                 (28,196)     110,692       19,252
Minority interest - tax only             66,070       97,016      199,521
Extraordinary gain on
 extinguishment of debt                       0     (259,981)           0
                                    -----------  -----------  -----------
Net loss - tax                     ($ 1,123,398)($ 1,724,868)($ 2,391,735)
                                    ===========  ===========  ===========

Partners' equity - book            ($34,801,169)($32,602,125)($30,307,253)
Costs of issuance                     2,471,196    2,471,196    2,471,196
Cumulative tax over (under) book
 loss                                 9,006,582    8,481,727    8,436,375
Facade easement donation (tax only)     203,778      203,778      203,778
Prior period adjustment                  48,071       48,071       48,071
Capital adjustments (tax only)         (324,580)    (324,580)    (324,580)
                                    -----------  -----------  -----------
Partners' equity - tax             ($23,396,122)($21,721,933)($19,472,413)
                                    ===========  ===========  ===========


NOTE I - SUBSEQUENT EVENT

The  Registrant  has determined that it is insolvent because  (i)  the
amount  of its liabilities exceeds the fair market value of its assets
and  (ii)  it  is  unable  to  pay  its  debts  as  they  become  due.
Accordingly,  pursuant  to its Partnership Agreement,  Registrant  has
begun the process of dissolution. In connection therewith, on June 30,
2003,  the  Registrant transferred its interest in TWP to an affiliate
of  the  owner of the second mortgage loan secured by the property  of
TWP.  At  transfer,  the  liabilities of TWP  exceeded  the  value  of
Registrant's   interest  in  TWP.  In  exchange  for  such   interest,
Registrant's cost of dissolution, up to $100,000, will be paid by  the
holder of such second mortgage loan.

<PAGE>



                       SUPPLEMENTAL INFORMATION


<PAGE>


              DIVERSIFIED HISTORIC INVESTORS II
                   (a limited partnership)

   SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
                      DECEMBER 31, 2002

                                                    Cost
                                                Capitalized
                                Initial Cost     Subsequent
                               to Partnership        to
                                     (b)        Acquisition

                                       Buildings   Land
                                         and        and
                      Encum-           Improve-   Improve-
Description           brances   Land    ments      ments
-----------           -------   ----   ---------  --------
  (a)                   (f)
44 room hotel with
22,559 square
feet of commercial
space in
Savannah, GA      $ 7,273,790 $200,000 $ 9,178,160 $ 2,042,696

240 apartment units
and 41,802
square feet of
commercial
space in
Baltimore, MD      23,534,753  647,082   2,000,000  29,420,707
                  ----------- -------- ----------- -----------
                  $30,808,543 $847,082 $11,178,160 $31,463,403
                  =========== ======== =========== ===========



                                 Gross Amount
                                   at which
                                  Carried at
                               December 31, 2002


                      Buildings                          Date
                        and                   Accumu-     of     Date
                      Improve-     Total       lated    Constr. Acquir-
Description   Land     ments       (c)(d)   Depr.(d)(e)   (a)     ed
-----------   ----   ---------    -------   ----------- ------  -------
44 room hotel
with
22,559 square
feet of
commercial
space in                                                 1985-
Savannah, GA $200,000 $11,220,856 $11,420,856 $6,683,270 1986  8/9/85

240 apartment
units and
41,802
square feet
of commercial
space in                                                  1985-
Baltimore,MD $647,082 $31,420,707 $32,067,789 $19,678,717 1988 10/15/85
             -------- ----------- ----------- -----------
             $847,082 $42,641,563 $43,488,645 $26,361,987
             ======== =========== =========== ===========


<PAGE>

                    DIVERSIFIED HISTORIC INVESTORS
                        (A limited partnership)

                         NOTES TO SCHEDULE XI

                           December 31, 2002

(A)  All  properties are certified historic structures as  defined  in
     the  Internal  Revenue Code, or are eligible for  designation  as
     such.   The "date of construction" refers to the period in  which
     such properties were rehabilitated.

(B)  Includes  development/rehabilitation costs incurred  pursuant  to
     development  agreements  entered into when  the  properties  were
     acquired.

(C)  The aggregate cost of real estate owned at December 31, 2002, for
     Federal income tax purposes is $38,699,439. The depreciable basis
     of  buildings and improvements is reduced for federal income  tax
     purposes   by   the  investment  tax  credit  and  the   historic
     rehabilitation credit obtained.

(D)  Reconciliation of real estate:

                                        2002       2001        2000
                                        ----       ----        ----
Balance at beginning of year      $43,359,639 $46,163,905 $45,398,088
 Additions during the year:
  Improvements                        129,006     248,415     765,817
  Deductions due to foreclosure             0  (3,052,681)          0
                                  ----------- ----------- -----------
Balance at end of year            $43,488,645 $43,359,639 $46,163,905
                                  =========== =========== ===========

Reconciliation of accumulated depreciation:
                                        2002       2001        2000
                                        ----       ----        ----
Balance at beginning of year      $24,658,035 $24,737,850 $22,962,044
Depreciation expense for the year   1,703,952   1,725,944   1,775,806
Decreases due to foreclosure                0  (1,805,759)          0
                                  ----------- ----------- -----------
Balance at end of year            $26,361,987 $24,658,035 $24,737,850
                                  =========== =========== ===========

(E)  See  Note  B to the financial statements for depreciation  method
     and lives.

(F)  See  Note F to the financial statements for information regarding
     certain contingencies.

<PAGE>

Item  9.   Changes in and Disagreements with Accountants on Accounting
and
          Financial Disclosure

          None.

Item 9A.   Controls and Procedures

      We maintain disclosure controls and procedures that are designed
to  ensure that information required to be disclosed in our Securities
Exchange  Act  of 1934 reports is recorded, processed, summarized  and
reported  within  the time periods specified in the  SEC's  rules  and
forms,  and  that such information is accumulated and communicated  to
our  management, including our managing partner's principal  executive
officer  and  principal  financial officer, as appropriate,  to  allow
timely  decisions  regarding required disclosure.   In  designing  and
evaluating  the  disclosure  controls and procedures,  our  management
recognized  that  any  controls and procedures,  no  matter  how  well
designed  and  operated,  can  provide only  reasonable  assurance  of
achieving   the   desired  control  objectives,  and  our   management
necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.

      Under  the  supervision  of  our  managing  partner's  principal
executive officer and principal financial officer we have carried  out
an  evaluation of the effectiveness of our adopted disclosure controls
and  procedures  as of the end of the period covered by  this  report.
Based  upon  that  evaluation, our managing  partner's  president  and
treasurer  concluded that our disclosure controls and  procedures  are
effective.

      There  have been no significant changes in our internal controls
over   financial  reporting  that  has  materially  affected,  or   is
reasonably  likely  to  materially affect, our internal  control  over
financial reporting during our most recent fiscal quarter.

<PAGE>


                               PART III

Item 10.  Directors and Executive Officers of Registrant

          a.  Identification  of  Directors  -  Registrant  has   no
directors.

          b. Identification of Executive Officers

              The  General Partner of the Registrant is Dover Historic
Advisors (DoHA), a Pennsylvania general partnership.  The partners  of
DoHA are as follows:

Name         Age     Position         Term of Office    Period Served
----         ---     --------         --------------    -------------

SWDHA, Inc.   --   Partner in DoHA-II  No fixed term   Since May 1997

EPK, Inc.     --   Partner in DoHA-II  No fixed term   Since May 1997
                           DoHA           term          1997

          c.   Identification of Certain Significant Employees.  Registrant has
no  employees.   Its  administrative  and  operational  functions  are
carried  out  by  a property management and partnership administration
firm engaged by the Registrant.

          d.   Family Relationships. None

          e.  Business  Experience.  DoHA is  a  general  partnership
formed  in  August 1985.  The General Partner is responsible  for  the
management  and  control of the Registrant's  affairs  and  will  have
general responsibility and authority in conducting its operations.

          On  May  13, 1997, SWDHA, Inc. and EPK, Inc. were  appointed
partners of DoHA.  Spencer Wertheimer, the President and Sole Director
of  SWDHA,  Inc.,  is  an attorney with extensive experience  in  real
estate activities and ventures.

         EPK, Inc. is a Delaware corporation formed for the purpose of
managing properties or interests therein.  EPK, Inc. is a wholly-owned
subsidiary  of D, LTD, an entity formed in 1985 to act as the  holding
company  for  various  corporations engaged  in  the  development  and
management of historically certified properties and conventional  real
estate  as  well  as  a provider of financial (non-banking)  services.
EPK, Inc. is a partner of DoHA.

         The officers and directors of EPK, Inc. are described below.

           Spencer  Wertheimer  was  appointed  on  May  13,  1997  as
President, Treasurer and Sole Director of EPK, Inc.  Mr. Wertheimer is
an  attorney  with extensive experience in real estate activities  and
ventures.

          Donna  M. Zanghi (age 45) was appointed on May 13,  1997  as
Vice  President  and  Secretary of EPK, Inc.   Ms.  Zanghi  previously
served  as Secretary and Treasurer of DHP, Inc.  since June  14,  1993
and  as  a  Director  and Secretary/Treasurer  of  D,  LTD.   She  was
associated with DHP, Inc. and its affiliates since 1984 except for the
period from December 1986 to June 1989 and the period from November 1,
1992 to June 14, 1993.

          Michele F. Rudoi (age 37) was appointed on May 13,  1997  as
Assistant  Secretary  of  EPK, Inc.  Ms. Rudoi  previously  served  as
Assistant  Secretary and Director of both D, LTD and DHP,  Inc.  since
January 27, 1993.

Item 11.  Executive Compensation

           a. Cash Compensation - During 2002, Registrant has paid  no
cash compensation to DoHA, any partner therein or any person named  in
paragraph c. of Item 10.  Certain fees have been paid to DHP, Inc.  by
Registrant.

           b.  Compensation Pursuant to Plans - Registrant has no plan
pursuant to which compensation was paid or distributed during 2002, or
is  proposed  to be paid or distributed in the future,  to  DoHA,  any
partner  therein, or any person named in paragraph c. of  Item  10  of
this report.

           c. Other Compensation - No compensation not referred to  in
paragraph  a.  or  paragraph b. of this Item was paid  or  distributed
during  2002  to  DoHA, any partner therein, or any  person  named  in
paragraph c. of Item 10.

          d. Compensation of Directors - Registrant has no directors.

          e.   Termination  of  Employment  and  Change  of  Control
Arrangement - Registrant has no compensatory plan or arrangement, with
respect  to  any  individual, which results or will  result  from  the
resignation  or  retirement of any individual, or any  termination  of
such  individual's  employment with Registrant or  from  a  change  in
control   of   Registrant   or   a   change   in   such   individual's
responsibilities following such a change in control.

Item  12.   Security  Ownership  of  Certain  Beneficial  Owners   and
Management

          a.  Security Ownership of Certain Beneficial  Owners  -  No
person is known to Registrant to be the beneficial owner of more  than
five percent of the issued and outstanding Units.

          b. Security Ownership of Management - None.

          c.  Changes  in Control - Registrant does not know  of  any
arrangement, the operation of which may at a subsequent date result in
a change in control of Registrant.

Item 13.  Certain Relationships and Related Transactions

           Pursuant to Registrant's Amended and Restated Agreement  of
Limited   Partnership,  DoHA  is  entitled  to  10%  of   Registrant's
distributable cash from operations in each year.  There  was  no  such
share allocable to DoHA for fiscal years 1997 through 2002.

           a.  Certain  Business Relationships  -  Registrant  has  no
directors.

           b.  Indebtedness  of Management - No executive  officer  or
significant  employee of Registrant, Registrant's general partner  (or
any  employee thereof), or any affiliate of any such person, is or has
at any time been indebted to Registrant.


<PAGE>
                                PART IV

Item  14.  (A) Exhibits, Financial Statement Schedules and Reports  on
Form 8-K.

          1. Financial Statements:

                            a.     Consolidated  Balance  Sheets   at
                 December 31, 2002 and 2001.

                            b.   Consolidated Statements of Operations
                 for  the  Years  Ended December 31,  2002,  2001  and
                 2000.

                            c.   Consolidated Statements of Changes in
                 Partners'  Equity  for the Years Ended  December  31,
                 2002, 2001 and 2000.

                            d.   Consolidated Statements of Cash Flows
                 for  the  Years  Ended December 31,  2002,  2001  and
                 2000.

                            e.     Notes  to  consolidated  financial
                 statements.

            2.   Financial statement schedules:

                           a.     Schedule  XI-  Real   Estate   and
                 Accumulated Depreciation.

                           b.   Notes to Schedule XI.

            3.    Exhibits:

               (a)  Exhibit Number  Document
                    --------------  --------
                    3               Registrant's  Amended   and
                                    Restated   Certificate   of
                                    Limited   Partnership   and
                                    Agreement    of     Limited
                                    Partnership,     previously
                                    filed  as part of Amendment
                                    No.   2   of   Registrant's
                                    Registration  Statement  on
                                    Form       S-11,        are
                                    incorporated   herein    by
                                    reference.

                   21               Subsidiaries     of     the
                                    Registrant  are  listed  in
                                    Item  2. Properties of this
                                    Form 10-K.

                   31               General Partners Opinion
                                    Certification

                   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:
           No  reports were  filed on  Form  8-K  during the quarter
           ended December  31, 2002.

      (c)  Exhibits:
           See  Item  14(A) (3) above.

<PAGE>

                              SIGNATURES

      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934 the registrant has duly  caused  this
report  to be signed on its behalf by the undersigned, thereunto  duly
authorized.

Date:  June 8, 2004       DIVERSIFIED HISTORIC INVESTORS II
       ------------
                             By: Dover Historic Advisors,
                                  its General Partner

                                By: EPK, Inc., Managing Partner

                                    By: /s/ Spencer Wertheimer
                                        ----------------------
                                        SPENCER WERTHEIMER
                                        President(principal executive
                                         officer,principal financial
                                         officer)


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


  Date:  June 8, 2004       DIVERSIFIED HISTORIC INVESTORS II
         ------------
                             By: Dover Historic Advisors,
                                  its General Partner

                                By: EPK, Inc., Managing Partner

                                    By: /s/ Spencer Wertheimer
                                        ----------------------
                                        SPENCER WERTHEIMER
                                        President(principal executive
                                         officer,principal financial
                                         officer)

<PAGE>





                                                            Exhibit 31

                             CERTIFICATION

  I, Spencer Wertheimer, certify that:

1.    I  have reviewed this annual report on Form 10-K for the  period
 ended December 31, 2002 of Diversified Historic Investors II;

2.     Based on my knowledge, this report does not contain any  untrue
 statement  of  a  material  fact or omit to  state  a  material  fact
 necessary  to make the statements made, in light of the circumstances
 under  which  such statements were made, not misleading with  respect
 to the period covered by this report;

3.     Based  on  my  knowledge, the financial statements,  and  other
 financial information included in this report, fairly present in  all
 material respects the financial condition, results of operations  and
 cash  flows  of the registrant as of, and for, the periods  presented
 in this report;

4.     I  am  responsible for establishing and maintaining  disclosure
 controls  and procedures (as defined in Exchange Act Rules  13a-15(e)
 and  15d-15(e))  [Omission in accordance with SEC  Release  Nos.  33-
 8238,  34-47986  and IC-26068 (June 5, 2003)] for the registrant  and
 have:

  (a)     Designed such disclosure controls and procedures, or  caused
    such  disclosure controls and procedures to be designed  under  my
    supervision, to ensure that material information relating  to  the
    registrant,  including  its  consolidated  subsidiaries,  is  made
    known  to me by others within those entities, particularly  during
    the period in which this report is being prepared;

  (b)     [Omitted  in accordance with SEC Release Nos.  33-8238,  34-
    47986 and IC-26068 (June 5, 2003)];

  (c)     Evaluated  the effectiveness of the registrant's  disclosure
    controls   and  procedures  and  presented  in  this   report   my
    conclusions  about  the effectiveness of the  disclosure  controls
    and  procedures,  as  of  the end of the period  covered  by  this
    report based on such evaluation; and

  (d)     Disclosed  in  this  report any change in  the  registrant's
    internal  control  over financial reporting that  occurred  during
    the  registrant's  most  recent fiscal quarter  (the  registrant's
    fourth  fiscal quarter in the case of an annual report)  that  has
    materially   affected,  or  is  reasonably  likely  to  materially
    affect,   the   registrant's  internal  control   over   financial
    reporting; and

5.    I have disclosed, based on my most recent evaluation of internal
 control  over  financial reporting, to the registrant's auditors  and
 the  audit  committee  of  the registrant's board  of  directors  (or
 persons performing the equivalent functions):

  (a)     All significant deficiencies and material weaknesses in  the
    design  or  operation of internal control over financial reporting
    which  are  reasonably likely to adversely affect the registrant's
    ability   to  record,  process,  summarize  and  report  financial
    information; and

  (b)     Any fraud, whether or not material, that involves management
    or   other   employees  who  have  a  significant  role   in   the
    registrant's internal control over financial reporting.



Date: June 8, 2004                    /s/ Spencer Wertheimer
      ------------                    ----------------------
                                Name: Spencer Wertheimer
                               Title: President
                                      (principal executive officer,
                                      principal financial officer)
                                      of the registrant's
                                      managing partner, EPK, Inc.

<PAGE>



                                                            Exhibit 32

                       CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In  connection  with  the  Annual  Report  of  Diversified  Historic
Investors  II  (the  "Company") on Form  10-K  for  the  period  ended
December 31, 2002 as filed with the Securities and Exchange Commission
on  the  date hereof (the "Report"), I, Spencer Wertheimer,  President
and  Treasurer of the Company's managing partner, EPK, Inc.,  certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

  (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and

  (2)  The information contained in the Report fairly presents, in all
material  respects, the financial condition and results of  operations
of the Company.


Date: June 8, 2004                    /s/ Spencer Wertheimer
      ------------                    ----------------------
                                Name: Spencer Wertheimer
                               Title: President
                                      (principal executive officer,
                                      principal financial officer)
                                      of the registrant's
                                      managing partner, EPK, Inc.

<PAGE>