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 [FEE REQUIRED]

For the fiscal year ended            December 31, 1996
                          --------------------------------------------

[   ]  TRANSITION  REPORT  PURSUANT TO SECTION  13  OR  15(D)  OF  THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                to
                               --------------    ---------------------

Commission file                     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.)

     SUITE 500,  1521 LOCUST STREET,  PHILADELPHIA,  PA     19102
-----------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code  (215) 735-5001
                                                   --------------------
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. [   ]

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  the  Pennsylvania  Uniform
Limited  Partnership  Act.  As of December 31,  1996,  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  one property has been lost through foreclosure.  It currently owns
three 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 Conditions 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. Two of the properties  are  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, 1996, Registrant owned  three
properties  (or  interests therein), located  in  Pennsylvania  (one),
Maryland  (one),  and Georgia (one).  In total, the  three  properties
contain   269   apartment  units,  73,366  square   feet   ("sf")   of
commercial/retail space and 44 hotel rooms.  As of December 31,  1996,
258  of  the apartment units were under lease at monthly rental  rates
ranging  from $630 to $1,390 and approximately 71,298 sf of commercial
space was under lease at annual rental rates ranging from $5.33 per sf
to  $25.27  per  sf.   Throughout 1996, all of the  hotel  rooms  were
available  for  use.   During 1996, the hotel  maintained  an  average
nightly room rate of $100.92 and average occupancy of 77%.  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 and April and the slowest months being January  and
December.   For  further  discussion of the properties,  see  Item  2.
Properties.

                     The Registrant is affected by and subject to  the
general competitive conditions of the residential and commercial  real
estate industry.  As a result of the overbuilding that occurred in the
1980's,  the  competition in the local markets where the  Registrant's
properties  are  located  is  generally  strong.   As  a  result,  the
Registrant  is  forced  to keep its rent levels competitively  low  in
order  to maintain moderate to high occupancy levels.  One residential
property  is located in the suburbs of Philadelphia and the  other  is
located in the Historic District of the Inner Harbor in Baltimore.  In
both  locations the competition for tenants remains stiff and  several
similar buildings exist.  The apartment market remains stable and  new
construction  remains virtually nonexistent 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  three
properties,  or  interests  therein.  A summary  description  of  each
property held at December 31, 1996 is given below.

                a.    Tindeco Wharf - consists of 240 apartment  units
and approximately 41,307 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  a  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 (See
Part  III, Item 10e) in the original amounts of $300,000 and  $200,000
respectively.   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 TWP. 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 the Partnership for operations.

                    The principal balance of the bonds was $16,907,100
at  December  31,  1996.  The bonds are comprised of both  serial  and
revenue bonds.  The serial bonds bear interest rates ranging from 4.6%
to 6.1% and mature semi-annually from June 1997 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, 1996) 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,
1996) and the operating deficit loan (principal balance of $250,383 at
December 31, 1996) all bear interest at 12% and are 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  operating  deficit loan is due in 2007, or upon earlier  sale  or
refinancing of the property.  The property is managed by BCMI.  As  of
December  31,  1996,  229  apartment units  (95%)  and  41,307  sf  of
commercial space (100%) were under lease.  Monthly rental rates  range
from  $780 to $1,390 for apartments and annual rental rates range from
$5.33 per sf to $19.47 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 97% for 1995, 95% for 1994, 92% for 1993 and 94% for  1992.
The  monthly rental range has been approximately the same since  1992.
The occupancy for the commercial space for the previous four years has
been  85% for 1995, 93% for 1994, 93% for 1993 and 95% for 1992.   The
range  for  annual rents has been $5.33 per sf to $18.54  per  sf  for
1995, $10.30 per sf to $22.39 per sf for 1994, $5.88 to $21.36 per  sf
for  1993 and $5.28 to $15.96 per sf for 1992.  There are four tenants
who  each  occupy ten percent or more of the rentable square  footage.
They  operate principally as a medical office, restaurant,  a  fitness
club and a travel agency.

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

                                               Total annual        % of gross
           Number of        Total sf of       rental covered     annual rental
 Years  leases expiring   expiring leases   by expiring leases   from property
                                                                        
 1997         2                 18,000           $ 210,787             6%
 1998         0                      0                   0             0%
 1999         3                  8,199             137,941             4%
 2000         1                  4,469              58,701             2%
 2001         2                  6,139              89,016             2%
 Thereafter   1                  4,500              24,000            <1%

               The Registrant has entered into lease negotiations with
the  large  tenant  whose  lease is due to expire  in  June  1997  and
believes  that  a long-term lease (8-10 years) will  be  signed  at  a
reduced rental rate.

               For tax purposes, this property has a federal tax basis
of  $28,550,778 and is depreciated using the straight-line method with
a  useful  life  of  27.5  years.  The annual real  estate  taxes  are
$407,185 which is based on an assessed value of $6,719,220, taxed at a
rate  of $6.06 per $100.  It is the opinion of the management  of  the
Registrant that the property is adequately covered by insurance.

                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, 1996 is $5,800,000  and
they  are  due  in  2015.  The property is managed  by  BCMI.   As  of
December  31,  1996,  21,799 sf of its 22,559 sf (97%)  of  commercial
space  was  under lease at annual rental rates ranging from  $5.53  to
$25.27  per sf.  The Property also maintains 44 operating hotel  rooms
at  an average nightly rate of $100.92, average occupancy for 1996 was
approximately 77%.

                     The  hotel  occupancy rate for the previous  four
years  has been 78% for 1995, 74% for 1994, 71% for 1993 and  72%  for
1992.   The  average room rates have been $94.54 for 1995, $90.18  for
1994,  $86.59  for  1993 and $86.44 for 1992.  The occupancy  for  the
commercial  space for the previous four years has been 83%  for  1995,
92%  for  1994, 83% for 1993 and 80% for 1992.  The range  for  annual
rents has been $5.53 to $24.53 per sf for 1995, $1.58 to $23.12 per sf
for  1994, $1.56 to $23.16 per sf for 1993 and $5.28 to $15.96 per  sf
for  1992.  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        % of gross
           Number of        Total sf of       rental covered      annual rental
 Years  leases expiring   expiring leases   by expiring leases   from property
                                                                         
 1997         1                 354             $  3,600              <1%
 1998         3               7,233               71,676               4%
 1999         0                   0                    0               0%
 2000         3               3,096               50,772               3%
 2001         8              11,116              140,889               9%

                 Although  no  firm  commitment  has  been  made,  the
Registrant anticipates that the lease which is scheduled to expire  in
1997 will be extended for at least an additional year, due to the long-
standing tenancy of the merchant.

               For tax purposes, this property has a federal tax basis
of $9,511,781 and is depreciated using the straight-line method with a
useful  life of 27.5 years.  The annual real estate taxes are  $30,904
which  is based on an assessed value of $908,667, taxed at a  rate  of
$3.40 per $100.  It is the opinion of the management of the Registrant
that the property is adequately covered by insurance.

                c.    Washington  Square - consists  of  9,500  sf  of
commercial  space and 29 residential units located at  320  N.  Church
Street,  West  Chester,  Pennsylvania.  In  October  1985,  Registrant
acquired  and rehabilitated the Property for $2,750,000 ($79  per  sf;
such  amount  is  exclusive of $170,883 of capitalized  fees  incurred
which  were  funded  by Registrant's equity contributions),  including
mortgage  financing  of  $1,600,000.   The  mortgage  loan  (principal
balance  of  $1,076,725 at December 31, 1996) bears  interest  at  the
Federal  Reserve  Discount rate plus 2% with a minimum  of  7%  and  a
maximum  of  15%  (7.25% at December 31, 1996) and is due  in  October
2005.   The  property is managed by an independent property management
firm.  As of December 31, 1996, 8,192 sf of commercial space (86%) was
rented at annual rates ranging from $6.00 per sf to $13.00 per sf.  At
December  31,  1996, all of the residential units  (100%)  were  under
lease at monthly rental rates ranging from $630 to $1,076.

                     All  residential  leases are renewable,  one-year
leases.  The occupancy for the residential units for the previous four
years  was 97% for 1995, 98% for 1994, 92% for 1993 and 97% for  1992.
The  monthly rental range has been approximately the same since  1992.
The occupancy for the commercial space for the previous four years has
been  97%  for 1995, 100% for 1994, 100% for 1993 and 100%  for  1992.
The  range for annual rents has been $6.00 to $12.00 per sf for  1995,
$6.00  to $13.23 per sf for 1994, $6.12 to $12.12 per sf for 1993  and
$6.00 to $11.52 per sf for 1992.

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

                                                 Total annual      % of gross
             Number of       Total sf of      rental covered      annual rental
 Years    leases expiring  expiring leases  by expiring leases   from property
                                                                            
 1997           1                1,094           $ 14,222               4%
 1998           1                1,198              9,769               3%
 1999           1                1,900             19,000               6%
 2000           0                    0                  0               0%
 2001           1                4,000             32,000              10%

                     Although  no firm commitment has been  made,  the
Registrant anticipates that the lease which is scheduled to expire  in
1997 will be extended for at least an additional year, due to the long-
standing  tenancy of the merchant and the availability  of  a  renewal
option under the lease.

                     For  tax  purposes of depreciation, this property
has  federal  tax  basis  of $2,849,730 and is depreciated  using  the
straight-line  method with a useful life of 27.5  years.   The  annual
real  estate taxes are $29,059 which is based on an assessed value  of
$119,610  taxed at a rate of $24.295 per $100.  It is the  opinion  of
the  management  of  the  Registrant that the property  is  adequately
covered by insurance.

Item 3.        Legal Proceedings

                a.    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 118 Units of record
were sold or exchanged in 1996.

                b.    As  of December 31, 1996, there are 2,562 record
holders of Units.

                c.   Registrant did not declare any cash dividends  in
1996 or 1995.

Item 6.        Selected Financial Data

                The following selected financial data are for the five
years ended December 31, 1996.  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.

                       1996        1995        1994        1993         1992
                                                                          
 Rental income     $ 4,303,963 $ 4,103,099 $ 3,950,879 $ 3,763,979 $ 3,418,773
 Hotel revenues      1,282,662   1,230,057   1,108,942   1,227,925   3,007,997
 Interest income        18,654      28,988       9,219      10,300     121,721
 Net loss           (2,262,184) (2,426,416) (2,869,321) (4,825,243) (4,348,359)
 Net loss per Unit     (108.75)    (116.65)    (137.94)    (231.97)    (209.04)
 Total assets (net  28,633,916  29,418,648  30,742,909  31,466,054  38,107,985
 of depreciation 
 and amortization)
 Debt obligations   33,087,679  33,161,299  33,527,230  33,547,443  35,562,071

Note:  See Part II, Item 7.2 Results of Operations for a discussion of
factors  which materially affect the comparability of the  information
reflected in the above table.

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

               (1)  Liquidity

                     At  December  31, 1996, Registrant  had  cash  of
$79,567.  Such funds are expected to be used to pay the liabilities of
the  Registrant  and  to fund cash deficits of the  properties.   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.   The
Registrant is not aware of any additional sources of liquidity.

                    As of December 31, 1996, Registrant had restricted
cash  of  $1,300,767 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 one property, due  to
the  properties'  inability to generate sufficient cash  flow  to  pay
their  operating expenses and debt service.  At the present time,  all
three  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,  if  Capital  Bank
executes  its  judgment  on the Registrant, it  is  expected  to  have
significant  impact on the Registrant's liquidity as no cash  will  be
available to pay the operating expenses of the properties.   See  Part
II. Item 7. Morrison Clark Inn.

                     It  is the Registrant's intention to continue  to
hold  the  properties until they can no longer meet the  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).

               (2)  Capital Resources

                      Due   to  the  recent  rehabilitations  of   the
properties,  any capital expenditures needed are generally replacement
items  and  are  funded  out  of cash from operations  or  replacement
reserves,  if  any.   In the first quarter of 1996,  the  Registrant's
wholly-owned affiliate, Factor's Walk Partners ("FWP") entered into  a
lease with the owner of the building adjacent to the River Street  Inn
(owned by FWP) with the intention of expanding the inn.  The source of
financing  for  this  expansion has not yet been  identified  and  the
expansion  has  been deferred until financing can  be  arranged.   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  1996, Registrant incurred a net  loss  of
$2,262,184 ($108.75 per limited partnership unit), compared to  a  net
loss of $2,426,416 ($116.65 per limited partnership unit), in 1995 and
a  net  loss of $2,869,321 ($137.94 per limited partnership unit),  in
1994.

                     Rental and hotel income increased from $5,059,821
in  1994  to  $5,333,156 in 1995 to $5,586,625 in 1996.  The  increase
from  1995 to 1996 is the result of an increase of $201,000 in  rental
income and $53,000 in hotel income.  The increase in rental income  is
a  combination  of  an  increase in the average rental  rates  of  the
residential  units  and an increase in the average  occupancy  of  the
commercial  space at Tindeco Wharf.  The increase in hotel  income  is
due  to an increase in the average room rates at Factor's Walk ($94.54
to  $100.92).   The  increase from 1994 to 1995 is the  result  of  an
increase  of  $152,000 in rental income and $121,000 in hotel  income.
The  increase in rental income is mainly the result of an increase  in
average residential occupancy and average rental rates at both Tindeco
Wharf  and Washington Square and an increase in the occupancy  of  the
commercial  space at Tindeco Wharf.  The increase in hotel  income  is
the  result  of  an  increase in average room rates at  Factor's  Walk
($90.18 to $94.54) and an increase in average occupancy (74% to 78%).

                     Interest income increased from $9,219 in 1994  to
$28,988  in 1995 and decreased to $18,654 in 1996.  The increase  from
1994  to  1995  and the decrease from 1995 to 1996 is  the  result  of
changes  in  the balances of the restricted cash which  generates  the
interest income.

                      Rental   operations  expenses   increased   from
$1,590,865  in 1994 to $1,654,247 in 1995 and to $1,684,209  in  1996.
The  increase from 1995 to 1996 is the result of higher legal fees  at
Tindeco Wharf due to fees incurred in connection with the approval  by
HUD of a new management agreement and higher maintenance and utilities
expense  at Washington Square due to the inclement weather experienced
in  the  winter of 1996 partially offset by a decrease in  maintenance
expense  at  Tindeco  Wharf  due to the  renegotiation  of  the  cable
television contract.  The increase from 1994 to 1995 is due to  higher
operating  expenses  at Tindeco Wharf including  wages  and  salaries,
utilities,  management fees and insurance.  The increase in  operating
expenses  is  proportional to the increase in occupancy  in  both  the
residential  units  and  commercial space.  Hotel  operations  expense
increased  from  $1,018,311  in 1994 to  $1,037,365  in  1995  and  to
$1,317,387  in  1996.  The increase from 1995 to 1996  is  due  to  an
increase  in rent expense and management fees.  Rent expense increased
due  to the execution of a lease between FWP and the building adjacent
to  it  with  the intention of expanding the River Street  Inn,  while
management fees increased due to the increase in hotel income.

                    Interest expense decreased from $3,478,235 in 1994
to  $3,231,126  in 1995 and to $3,198,970 in 1996.  The decrease  from
1995  to  1996  is due to a decrease in the average interest  rate  at
Factor's  Walk partially offset by an increase in interest expense  at
Tindeco  Wharf due to the accrual of interest on a higher  balance  on
the second mortgage.  The decrease from 1994 to 1995 is the result  of
the  accrual  of  interest at Factor's Walk  on  a  judgment  in  1994
partially offset by an increase in the average interest rate  on  both
the  Washington  Square  and  Factor's Walk  loans  combined  with  an
increase  at  Tindeco  Wharf due to accrual of interest  on  a  higher
balance on the second mortgage in 1995.

                      Depreciation  and  amortization  increased  from
$1,652,950  in 1994 to $1,667,832 in 1995 and to $1,707,209  in  1996.
The  increase  from 1995 to 1996 is the result of the amortization  at
the  River  Street Inn of leasing commissions incurred in  1996  as  a
result of the extension of several of the commercial tenant leases and
the  execution of the adjacent building lease in the first quarter  of
1996.

                    In 1996, losses of $1,772,000 were incurred at the
Registrant's  three  properties compared to  $1,924,000  in  1995  and
$2,404,000  in  1994.   A discussion of property operations/activities
follows:

                In  1996, Tindeco Wharf sustained a loss of $1,544,000
including  $1,162,000  of  depreciation and amortization  expense  and
$846,000  of  deferred interest (reflecting interest accrued  but  not
paid  on  the developer's and operating deficit loans) compared  to  a
loss   of   $1,550,000  including  $1,151,000  of   depreciation   and
amortization expense and $874,000 of deferred interest in 1995  and  a
loss   of   $1,505,000,  including  $1,135,000  of  depreciation   and
amortization expense and $641,000 of deferred interest in  1994.   The
decrease in the loss from 1995 to 1996 is due to an increase in rental
income  and a decrease in maintenance expense partially offset  by  an
increase  in interest expense and legal fees.  The increase in  rental
income is a combination of an increase in the average rental rates  of
the  residential units and an increase in the average occupancy of the
commercial   space.   Maintenance  expense  decreased   due   to   the
renegotiation  of  the  cable television contract.   Interest  expense
increased  due to the accrual of interest on a higher balance  on  the
second  mortgage  and  legal fees increased due to  fees  incurred  in
connection  with  the  approval by HUD of a new management  agreement.
The increased loss from 1994 to 1995 is due to an increase in interest
expense  and  other  operating expenses such as  wages  and  salaries,
utilities,  management  fees  and insurance  partially  offset  by  an
increase  in  rental and interest income.  Interest expense  increased
due  to  the  accrual of interest on a higher balance  on  the  second
mortgage.  The increase in operating expenses and rental income is due
to  an  increase  in  occupancy  in both  the  residential  units  and
commercial  space  and  a  proportionate  increase  in  the  operating
expenses.   Interest  income increased due to a  higher  cash  balance
throughout the year.

                On  June 30, 1992, DHP, Inc. assigned to D, LTD a note
receivable, from TWP to the Registrant, that had been assigned to DHP,
Inc.   The note was in the stated amount of $261,600 and bore interest
at  10%; the note was due on June 30, 1997.  On March 23, 1993 D,  LTD
obtained   a  judgment  on  this  note  in  Common  Pleas  Court   for
Philadelphia  County, Pennsylvania.  The judgment  provided  that  all
future distributions, in any form, due to the Registrant on account of
its  ownership interest in TWP, be immediately delivered  to  D,  LTD.
Interest  accrued  during 1995 was $2,864.  This note  was  repaid  in
1995.

                In 1996, River Street Inn sustained a loss of $199,000
including  $381,000 of depreciation and amortization expense  compared
to  a  loss of $354,000 including $355,000 of depreciation expense  in
1995  and  a  loss  of  $866,000, including $354,000  of  depreciation
expense  in 1994.  The decreased loss from 1995 to 1996 is due  to  an
increase  in hotel and extraordinary income and a decrease in interest
expense partially offset by an increase in rent, management fees,  and
amortization  expense.  Hotel income increased due to an  increase  in
the  average room rates ($94.54 to $100.92) while extraordinary income
increased  due  to  the  recognition of  a  gain  resulting  from  the
settlement  agreement with J. A. Jones (see below).  Interest  expense
decreased  due  to  a  decrease in the average  interest  rate.   Rent
expense increased due to the execution of a lease between FWP and  the
building  adjacent  to it with the intention of  expanding  the  River
Street  Inn.  Management fees increased due to the increase  in  hotel
income while amortization expense increased due to the amortization of
leasing  commissions incurred in 1996 as a result of the extension  of
several  of  the  commercial tenant leases and the  execution  of  the
adjacent  building lease in the first quarter of 1996.  The  decreased
loss  from  1994 to 1995 is the result of an increase in hotel  income
combined with an increase in interest expense.  The increase in  hotel
income  is the result of an increase in average room rates at Factor's
Walk  ($90.18 to $94.54) and an increase in average occupancy (74%  to
78%).  The increase in interest rates is the result of an increase  in
the average interest rate on the both the mortgage and on amounts owed
to the guarantor which accrues interest at prime plus 2%.

                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 1995  and
1994.   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 of prime plus  2%  and  is  due  on
October 1, 2011.  Interest is due quarterly with the first payment due
September 1, 1997.  The Registrant recognized a gain in the amount  of
$238,312 for the excess of the amount of the judgment over the  amount
stipulated in the settlement agreement.

                On  June 30, 1992, DHP, Inc. assigned to D, LTD a note
receivable, from FWP to the Registrant, 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
accrued  interest  at  15%.   The judgment provided  that  all  future
distributions,  in any form, due to the Registrant on account  of  its
ownership  interest  in  FWP, be immediately  delivered  to  D,  LTD..
Interest  accrued  during 1995 was $2,226.  This note  was  repaid  in
1995.

                In 1996, Washington Square sustained a loss of $29,000
including  $110,000  of depreciation expense compared  to  a  loss  of
$20,000 including $110,000 of depreciation expense in 1995 and a  loss
of  $33,000 including $110,000 of depreciation expense in  1994.   The
increased  loss  from  1995 to 1996 is due to an  increase  in  rental
operations expense such as maintenance and utilities expense resulting
from  the  inclement weather experienced in the winter of  1996.   The
decreased  loss from 1994 to 1995 is mainly the result of an  increase
in rental income due to a higher average rental rates.

                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 bears interest at 10% and becomes 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 accrued interest at 15%.  Interest accrued  during  1996
and  1995  was  $44,034 and $45,430, respectively.   Payments  on  the
judgment  are  to  be  made from available cash flow  and  before  any
distribution  can be made to the Registrant's limited  partners.   The
balance of the note at December 31, 1996 is $409,466.

                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.
In  return for payment of $20,000, Capital Bank has agreed to forebear
from  executing  on the judgment until July 6, 1997.   Although  there
have  been no discussions, the Registrant anticipates that it will  be
able to extend the forbearance agreement for several years for similar
consideration.

              Effective  January 1, 1995, the Partnership adopted  the
provisions of Statement of Financial Accounting Standards ("SFAS") No.
121,  "Accounting for the Impairment of Long - Lived  Assets  and  for
Long  -  Lived  Assets to be Disposed Of."  There  was  no  cumulative
effect of the adoption of SFAS No. 121.

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  sheets  of
Diversified Historic Investors II (a Pennsylvania Limited Partnership)
and  its subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of operations, changes in partners' equity and
cash  flows  for  the years ended December 31, 1996,  1995  and  1994.
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 audits.   We
did  not  audit the financial statements of Tindeco Wharf Partnership,
which  statements reflect total assets of $20,325,765 and  $20,637,093
as of December 31, 1996 and 1995, and total revenues of $3,649,724 and
$3,483,636,  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 audits in accordance with generally accepted auditing
standards.   Those  standards require that we  plan  and  perform  the
audits  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 audits and  the
report of other auditors 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,
1996  and  1995,  and the results of their operations and  their  cash
flows  for  the  years  ended December 31,  1996,  1995  and  1994  in
conformity with 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 30 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 basic  financial
statements  and,  in  our opinion, is fairly stated  in  all  material
respects  in  relation to the basic financial statements  taken  as  a
whole.


Gross, Kreger & Passio
Philadelphia, Pennsylvania
February 19, 1997
<PAGE>
                     Independent Auditor's Report


To the Partners of
Tindeco Wharf Partnership

We  have  audited  the  accompanying consolidated  balance  sheets  of
Tindeco  Wharf Partnership as of December 31, 1996 and 1995,  and  the
related statements of operations, partners' deficit and cash flows for
the   years   then   ended.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility is
to  express  an  opinion on these financial statements  based  on  our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  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 audits provide 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, 1996 and 1995, and the result  of
its  operations, changes in partners' deficit and cash flows  for  the
years  then  ended  in  conformity with generally accepted  accounting
principles.


Reznick Fedder and Silverman
Baltimore, Maryland
January 10, 1997
<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, 1996 and 1995       17
                                                                          
     Consolidated  Statements of Operations for the Years Ended
       December  31,  1996, 1995 and 1994                            18
                                                                         
     Consolidated  Statements  of Changes in Partners' Equity 
        for  the  Years  Ended December 31, 1996, 1995, and 1994     19
                                                                          
     Consolidated  Statements of Cash Flows for the Years Ended 
       December  31,  1996, 1995 and 1994                            20
                                                                           
     Notes to consolidated financial statements                     21-28
                                                                          
Financial statement schedules:                                       

     Schedule XI - Real Estate and Accumulated Depreciation          30
                                                                          
     Notes to Schedule XI                                            31



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, 1996 and 1995

                                Assets

                                               1996                   1995
Rental properties at cost:                                               
   Land                                   $    934,582          $    934,582
   Buildings and improvements               39,577,198            39,414,132
   Furniture and fixtures                    2,740,645             2,650,472
                                            ----------            ---------- 
                                            43,252,425            42,999,186
   Less - accumulated depreciation         (17,857,486)          (16,210,001)
                                            ----------            ----------
                                            25,394,939            26,789,185
                                                               
Cash and cash equivalents                       79,567               114,922
Restricted cash                              1,300,767               692,027
Accounts receivable                             47,497                50,030
Other assets (net of accumulated                                           
   amortization of $239,940 and $180,216)    1,811,146             1,772,484
                                            ----------            ---------- 
               Total                       $28,633,916           $29,418,648
                                            ==========            ==========
                                 Liabilities and Partners' Equity
                                                                   
Liabilities:                                                               
   Debt obligations                        $33,087,679           $33,161,299
   Accounts payable:                                                   
        Trade                                2,208,559               866,737
        Related parties                        611,243               678,569
   Interest payable                          8,313,125             6,928,557
   Tenant security deposits                    236,677               241,704
   Other liabilities                         1,278,532             2,381,497
                                            ----------            ----------
               Total liabilities            45,735,815            44,258,363
                                            ----------            ----------
Partners' equity                           (17,101,899)          (14,839,715)
                                            ----------            ---------- 
               Total                       $28,633,916           $29,418,648
                                            ==========            ==========
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, 1996, 1995 and 1994


                                         1996          1995            1994
                                                                       
Revenues:                                                                
   Rental income                     $4,303,963     $4,103,099      $3,950,879
   Hotel income                       1,282,662      1,230,057       1,108,942
   Interest income                       18,654         28,998           9,219
                                      ---------      ---------       ---------
       Total revenues                 5,605,279      5,362,154       5,069,040
                                      ---------      ---------       ---------
Costs and expenses:                                              
   Rental operations                  1,684,209      1,654,247       1,590,865
   Hotel operations                   1,317,387      1,037,365       1,018,311
   General and administrative           198,000        198,000         198,000
   Interest                           3,198,970      3,231,126       3,478,235
   Depreciation and amortization      1,707,209      1,667,832       1,652,950
                                      ---------      ---------       ---------
       Total costs and expenses       8,105,775      7,788,570       7,938,361
                                      ---------      ---------       ---------
Loss before extraordinary item       (2,500,496)    (2,426,416)     (2,869,321)

Extraordinary gain                      238,312              0               0
                                      ---------      ---------       ---------
Net loss                            ($2,262,184)   ($2,426,416)    ($2,869,321)
                                      =========      =========       =========
Net loss per limited partnership unit:                                       
   Loss before extraordinary item   (    120.21)   (    116.65)    (    137.94)
   Extraordinary gain                     11.46              0               0
                                      ---------      ---------       ---------
                                    ($   108.75)   ($   116.65)    ($   137.94)
                                      =========      =========       =========

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, 1996, 1995 and 1994


                                                        Dover             
                                                      Historic        Limited 
                                      Advisors (1)   Partners (2)       Total
                                                    
Percentage participation in 
   profit or loss                         1%             99%             100%
                                                                      
Balance at December 31, 1993           (266,860)     (9,277,118)     (9,543,978)
Net loss                                (23,608)     (2,337,232)     (2,360,840)
                                       --------      ----------      ----------
Balance at December 31, 1994           (290,468)    (11,614,350)    (11,904,818)
Prior period adjustment                  (5,085)       (503,396)       (508,481)
Net loss                                (24,264)     (2,402,152)     (2,426,416)
                                        -------      ----------      ----------
Balance at December 31, 1995           (319,817)    (14,519,898)    (14,839,715)
Net Loss                                (22,622)     (2,239,562)     (2,262,184)
                                        -------      ----------      ----------
Balance at December 31, 1996          ($342,439)   ($16,759,460)   ($17,101,899)
                                        =======      ==========      ========== 


 (1)   General Partner.

 (2)   20,593.3 limited partnership units outstanding at December  31,
       1996, 1995, and 1994.

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, 1996, 1995 and 1994

                                             1996         1995          1994
                                   
Cash flows from operating activities:
   Net loss                               ($2,262,184) ($2,426,416) ($2,869,321)
   Adjustments to reconcile net loss
     to net cash provided by operating
     activities:                                                    
Depreciation and amortization               1,707,209    1,667,832    1,652,950
Extraordinary gain                           (238,312)           0            0
Changes in assets and liabilities,                           
  net of disposals due to foreclosure:
   Increase in restricted cash               (608,740)     (84,988)      (9,171)
   Decrease (increase) in accounts
     receivable                                 2,533      (18,732)         399
   Increase in other assets                   (98,386)     (25,256)     (13,660)
   Increase in accounts payable-trade       1,341,822      148,964      217,168
   Decrease in accounts payable -
     related parties                          (67,326)    (138,309)    (824,896)
   Increase in interest payable             1,622,880    1,041,348      778,531
   (Decrease) increase in tenant
     security deposits                         (5,027)      (5,435)      35,602
   (Decrease) increase in other 
     liabilities                           (1,102,965)     421,518    1,959,980
      Net cash provided by operating        ---------    ---------    ---------
        activities:                           291,504      580,526      927,582
                                            ---------    ---------    ---------
Cash flows from investing activities:
   Capital expenditures                      (253,239)    (201,013)    (827,483)
                                            ---------    ---------    ---------
      Net cash used in investing activities: (253,239)    (201,013)    (827,483)
                                            ---------    ---------    ---------
Cash flows from financing activities: 
   Borrowings under debt obligations                0            0       43,423
   Payments of principal under debt
     obligations                              (73,620)    (365,931)     (63,636)
                                            ---------    ---------    ---------
      Net cash used in financing activities:  (73,620)    (365,931)     (20,213)
                                            ---------    ---------    ---------
(Decrease) increase in cash and cash
    equivalents                               (35,355)      13,582       79,886
Cash and cash equivalents at beginning of year114,922      101,340       21,454
                                            ---------    ---------    ---------
Cash and cash equivalents at end of year   $   79,567   $  114,922   $  101,340
                                            =========    =========    =========
Supplemental Disclosure of Cash Flow Information: 
   Cash paid during the year for interest  $1,486,204   $1,848,790   $2,223,822

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,
whose  corporate  partner  is  DHP,  Inc.,  (formerly  Dover  Historic
Properties, Inc.), has the exclusive responsibility for all aspects of
the Partnership's operations

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

A  summary of the significant accounting policies consistently 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 $791,054 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  $97,576  and  $74,920  at
December 31, 1996 and 1995, 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 1996, 1995 and 1994).

6.     Restricted Cash

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

7.     Revenue Recognition

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

8.     Rental Properties

Rental  properties are stated at cost.  A provision for impairment  of
value is recorded when a decline in value of 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
the  resources  to meet, 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.

9.     New Accounting Pronouncement

Effective  January 1, 1995, the Partnership adopted the provisions  of
Statement  of  Financial  Accounting  Standards  ("SFAS")   No.   121,
"Accounting for the Impairment of Long - Lived Assets and for  Long  -
Lived  Assets to be Disposed Of."  There was no cumulative  effect  of
the adoption of SFAS No. 121.

NOTE C - PRIOR PERIOD ADJUSTMENT

On  January  1,  1994, a judgment was entered against the  Partnership
(See  Note  F  -  Commitments  and Contingencies)  in  the  amount  of
$1,069,017  consisting of $648,018 in construction costs and  $420,999
in  accrued  interest.   The judgment was not  accrued  in  1994.   In
addition,  interest on the judgment in the amount of $61,562  was  not
accrued  and depreciation on the construction costs in the  amount  of
$25,921  was  not  expensed  for the year  ended  December  31,  1994.
Accordingly, the financial statements for the year ended December  31,
1994 have been restated to reflect the above obligations as follows:

Net loss as previously reported                             ($2,360,840)
Interest expense                                               (482,560)
Depreciation expense                                            (25,921)
                                                              ---------
Net loss as restated                                        ($2,869,321)
                                                              =========
Net loss per limited partnership unit, as previously stated   ($ 113.49)
Interest expense                                                 (23.20)
Depreciation expense                                              (1.25)
                                                                -------
Net loss per limited partnership unit, as restated            ($ 137.94)
                                                                =======
NOTE D - DEBT OBLIGATIONS

Debt obligations were as follows:
<TABLE>
                                                                    December 31,
<S>                                                              <C>             <C>
                                                                      1996           1995
Mortgage  loan, interest only at 14% and 5.375%  at  December    $ 5,800,000     $ 5,800,000
31,  1996  and  1995, respectively); principal due  in  2015,
collateralized by the related rental property (A)
                                           
Mortgage loan, interest at 12%, collateralized by the related      1,800,000       1,800,000
rental property with maturity at January 1, 1992 (B)

Mortgage loans, interest at the Federal Reserve Discount rate      1,076,725       1,155,227
plus  2% with a minimum of 7% and a maximum of 15% (7.25%  at
December 31, 1996 and 1995,), principal and interest  payable
monthly   based   on   a   20-year   amortization   schedule;
collateralized by the related rental property; principal  due
October 1, 2005
                                                      
Mortgage   revenue   bonds  comprised   of   the   following:     16,907,100      16,980,349
$1,440,000 Serial Bonds, interest rates ranging from 4.6%  to
6.1%,  maturing semi-annually from June 20, 1997, to December
20,  2006; $1,650,000 Term Bonds, interest at 6.5%,  maturing
December  20, 2012; $8,260,000 Term Bonds, interest at  6.6%,
maturing  December 20, 2024; $5,605,000 Term Bonds,  interest
at  6.7%, maturing December 20, 2028; collateralized  by  the
related rental property
                                                                       
Notes  payable  to  a  property management  company,  bearing        250,383      172,252
interest  at  12%  per annum; principal and  interest  to  be
repaid  from the earliest positive cash flow from  operations
or  capital transactions, or within 90 days of termination of
the  management agreement; unpaid principal and interest  due
upon  the  earlier of sale or refinance of  the  property  or
December 1, 2007
                                                                 
Second mortgage loan, principal and interest at 7.5%, payable      4,953,471      4,953,471
in  monthly installments of $36,606 to August 2004, at  which
time   the  balance  of  approximately  $3,948,784  is   due;
collateralized by the related rental property (C)
                                                                 
Note  payable to the 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
                                                                  ----------     ----------
                                                                 $33,087,679    $33,161,299
                                                                  ==========     ==========
</TABLE>
(A)    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.

(B)    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.

(C)    Interest and principal after August 1, 1990, is 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 additional interest was paid during 1996, 1995  or
       1994.

Approximate  maturities of mortgage loan obligations at  December  31,
1996, for each of the succeeding five years are as follows:

Year Ending December 31,               
                                       
             1997                     $ 1,959,400
             1998                         173,529
             1999                         188,941
             2000                         205,751
             2001                         224,093
             Thereafter                30,335,965
                                       ----------
                                      $33,087,679
                                       ==========
NOTE E - 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 contribution of $1,320,883.

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.

NOTE F- 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  (three  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% and is due  on  October  1,
2011.   Interest is due quarterly with the first payment due September
1,  1997.  The Partnership recognized a gain in the amount of $238,312
for  the  excess  of  the  amount  of the  judgment  over  the  amount
stipulated in the settlement agreement.

NOTE G - RELATED PARTY TRANSACTIONS

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  bears
interest  at 10% and becomes 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  accrued interest at 15%.  Interest accrued during  1996  and
1995  was $44,034 and $45,430, 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, 1996 is $409,466.

On June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable, from
TWP  to the Partnership, that had been assigned to DHP, Inc.  The note
was  in  the stated amount of $261,600 and bore interest at  10%;  the
note  was  due on June 30, 1997.  On March 23, 1993 D, LTD obtained  a
judgment  on this note in Common Pleas Court for Philadelphia  County,
Pennsylvania.  The judgment provided that all future distributions, in
any  form, due to the Partnership on account of its ownership interest
in  TWP, be immediately delivered to D, LTD.  Interest accrued  during
1995 was $2,864.  This note was repaid in 1995.

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 accrued interest
at  15%.  The judgment provided that all future distributions, in  any
form,  due to the Partnership on account of its ownership interest  in
FWP,  be  immediately delivered to D, LTD..  Interest  accrued  during
1995 was $2,226.  This note was repaid in 1995.

The   seller  of  Washington  Square  agreed  to  lend  funds  to  the
Partnership  to  cover  cash  flow deficits  for  a  five-year  period
expiring  in 1990.  The Partnership borrowed $97,008 through  December
1988.   The  loan bears interest at 12%, with principal  and  interest
payments out of cash flow.  Interest accrued during both 1996 and 1995
was  $11,641.   The  balance  of the note at  December  31,  1996  was
$201,777.

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,

                                     1996            1995             1994
Net loss - book                  ($ 2,262,184)   ($ 2,426,416)   ($ 2,869,321)
   Depreciation                      (221,239)        (83,317)       (156,840)
   Interest                           864,793         954,653       1,472,908
   Guarantor fees                     121,800         121,800          76,018
   Investor service fee                10,000          10,000          10,000
   Bad debt expense                         0               0        (196,000)
   Note payable                             0               0      (1,800,000)
   Gain on foreclosure               (238,312)              0               0
Minority interest - tax only           93,373         120,702         115,381
                                   ----------      ----------      ----------
Net loss - tax                   ($ 1,631,769)   ($ 1,302,578)   ($ 3,347,854)
                                   ==========      ==========      ========== 
Partners' equity - book          ($17,101,899)   ($14,839,715)   ($12,413,299)
Costs of issuance                   2,471,196       2,471,196       2,471,196
Cumulative tax over (under) book lo 5,394,643       4,590,280       3,997,356
Facade easement donation (tax only)   203,778         203,778         203,778
Prior period adjustment                48,071          48,071          48,071
Capital adjustments (tax only)       (619,813)       (422,016)       (443,431)
                                   ----------      ----------      ----------
Partners' equity - tax           ($ 9,604,024)   ($ 7,352,442)   ($ 5,627,848)
                                   ==========      ==========      ==========
<PAGE> 
                                   
                       SUPPLEMENTAL INFORMATION
<PAGE>
                                   
                      DIVERSIFIED HISTORIC INVESTORS II
                            (a limited partnership)
                                                        
            SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1996
                                   
                                                                      Costs
                                                                    Capitalized
                                                                    Subsequent
                                     Initial Cost to Partnership  to Acquisition
                                                     (b)
                                                  Buildings and               
Description (a)         Encumbrances       Land    Improvements   Improvements
                            (f)
                               
44 room hotel with           
21,500 square feet
of commercial space  
in Savannah, GA         $ 5,800,000    $200,000     $ 9,178,160    $   811,372
                                                                           
29 apartment units and
9,500 square feet
feet of commercial space                      
in West Chester, PA       1,076,725       87,500      2,833,383         16,347
                                  
262 apartment units and             
and 39,000 square feet
of commercial space                     
in Baltimore, MD         24,410,954      647,082      2,000,000     27,478,581
                                             
54 room hotel with
restaurant in                                                            
Washington, DC            1,800,000            0              0              0
                         ----------      -------     ----------     ----------
                        $33,087,679     $934,582    $14,011,543    $28,306,300
                         ==========      =======     ==========     ==========
                  
                           Gross Amount at which Carried at
                                December 31, 1996
                                              
                                                     Accumulate  Date of  Date
Description (a)        Land   Improvements Total       Depr.      Constr. Acq
                                           (c) (d)    (d) (e)       (a)    
                    
44 room hotel with
21,500 square feet
of commercial space
in Savannah, GA      $200,000 $ 9,989,532 $10,189,532 $ 4,282,516 1985-86 8/9/85
                   
29 apartment units and
9,500 square feet of
commercial space in
West Chester, PA       87,500   2,849,730  2,937,230    1,303,867  1985 10/1/85
                                        
262 apartment units and 
39,000 square feet of
commercial space                                   
in Baltimore, MD      647,082  29,478,581 30,125,663   12,271,103 1985-8810/15/8
                       
54 room hotel with
restaurant in                                                                
Washington, DC                                                       
                            0           0          0            0 1985-8810/1/85
                      -------  ----------  ---------    ---------
                     $934,582 $42,317,843$43,252,425  $17,857,486 
                      =======  ==========  =========    =========
<PAGE>
                    DIVERSIFIED HISTORIC INVESTORS
                        (a limited partnership)
                                   
                         NOTES TO SCHEDULE XI
                                   
                           December 31, 1996

(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 are rehabilitated.

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

(C)    The  aggregate cost of real estate owned at December 31,  1996,
       for  Federal  income tax purposes is approximately $40,912,289.
       However, 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:

                                           1996          1995          1994
Balance at beginning of year           $42,999,186    $42,798,173   $41,970,690
Additions during the year:             
   Improvements                            253,239        201,013       827,483
                                        ----------     ----------    ----------
Balance at end of year                 $43,252,425    $42,999,186   $42,798,173
                                        ==========     ==========    ==========
Reconciliation of accumulated depreciation:
                                           1996          1995          1994
Balance at beginning of year           $16,210,001    $14,575,699   $12,958,664
Depreciation expense for the year        1,647,485      1,634,302     1,617,035
                                        ----------     ----------    ----------
Balance at end of year                 $17,857,486    $16,210,001   $14,575,699
                                        ==========     ==========    ==========

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

(F)    See Note F to the financial statements for further information.

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

               None.

                               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
corporate  partner  of  DoHA  is DHP, Inc.  (formerly  Dover  Historic
Properties, Inc.)

                For further description of DHP, Inc., see paragraph e.
of this Item

                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.   There  is  no  family
relationship between or among the executive officers and/or any person
nominated or chosen by Registrant to become an executive officer.

                 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 has general responsibility
and authority in conducting its operations.

                Dover  Historic  Properties, Inc. was incorporated  in
Pennsylvania   in  December  1984  for  the  purpose   of   sponsoring
investments in, rehabilitating, developing and managing historic  (and
other)  properties.   In  February 1992,  Dover  Historic  Properties,
Inc.'s name was changed to DHP, Inc.  DHP, Inc. is a subsidiary of The
Dover  Group,  Ltd., an entity formed in 1985 to act  as  the  holding
company  for  DHP  and  certain  other  companies  involved   in   the
development and operation of both historic properties and conventional
real  estate  as  well  as  in financial (non-banking)  services.   In
February 1992, Dover Group's name was changed to D, LTD.
               The executive officers, directors, and key employees of
Dover are described below.

                Michael J. Tuszka (age 50) was appointed Chairman  and
Director of both D, LTD and DHP, Inc. on January 27, 1993. Mr.  Tuszka
resigned as Chairman and Director of both D, LTD and DHP, Inc. on June
30, 1996.

               Donna M. Zanghi (age 40) is Secretary/Treasurer of DHP,
Inc..  She is also a Director and Secretary/Treasurer of D, LTD.   She
has  been  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 32) was appointed on January 27,
1993 as Assistant Secretary of both D. LTD and DHP, Inc.

Item 11.       Executive Compensation

                a.    Cash Compensation - During 1996, 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
1996, 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 1996 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  -  No  equity
security  of Registrant are beneficially owned by any person named  in
paragraph c. of Item 10.

                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 1994 through 1996.

               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.


                                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, 1996 and 1995.

                   b. Consolidated Statements of Operations for the Years Ended
                      December 31, 1996, 1995 and 1994.

                   c. Consolidated Statements of Changes in Partners' Equity
                      for the Years Ended December 31, 1996, 1995 and 1994.

                   d. Consolidated Statements of Cash Flows for the Years Ended
                      December 31, 1996, 1995 and 1994.

                   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.

                   (b)  Reports on Form 8-K:

                        No reports were filed on Form 8-K during the quarter
                        ended December 31, 1996.

                   (c)  Exhibits:

                        See Item 14(A)(3) above.
<PAGE>
                              SIGNATURES

             Pursuant to the requirement of Section 13 or 15(d) 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.

                              DIVERSIFIED HISTORIC INVESTORS II
                                            
Date:  April 14, 1997         By: Dover Historic Advisors, General Partner
                                             
                                  By: DHP, Inc., Partner
                                                 
                                      By: /s/ Donna M. Zanghi
                                          DONNA M. ZANGHI,
                                          Secretary and Treasurer
                                                      
                                      By:  /s/ Michele F. Rudoi
                                           MICHELE F. RUDOI,
                                           Assistant Secretary

             Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the dates
indicated.

          Signature                   Capacity                     Date

DOVER HISTORIC ADVISORS             General Partner

By: DHP, Inc.,
    Partner

    By:  /s/ Donna M. Zanghi                                   April 14, 1997
         DONNA M. ZANGHI,
         Secretary and Treasurer

    By:  /s/ Michele F. Rudoi                                  April 14, 1997
         MICHELE F. RUDOI,
         Assistant Secretary