UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549
                                   
                              FORM 10-K/A

(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, 1994
                          --------------------------------------------
[   ]  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      No   X
                                                 ----    ----
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,  1994,  Registrant  had
outstanding  20,593.3  units  of  limited  partnership  interest  (the
"Units").

                Registrant  is presently in its operating  stage.   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  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, 1994, Registrant owned  three
properties (or interests therein), located in Pennsylvania.  In total,
the  three properties contain 269 apartment units, 70,000 square  feet
("sf")  of commercial/retail space and 44 hotel rooms.  As of December
31,  1994,  256  of  the apartment units were under lease  at  monthly
rental  rates ranging from $630 to $1,225 and approximately 55,802  sf
of  commercial  space was under lease at annual rental  rates  ranging
from $1.58 per sf to $23.12 per sf.  Throughout 1994, all of the hotel
rooms were available for use.  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.

                     Due  to  the  overbuilding that occurred  in  the
1980's,  the  competition for both residential and commercial  tenants
and  hotel  operations  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.  In each market,
there   are   several  similar  historically  certified  rehabilitated
buildings.   However, there is no organization which holds a  dominant
position  in the residential housing or commercial leasing market,  or
hotel  operations  in  any  of  the  geographic  areas  in  which  the
Registrant's properties are located.

                      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, 1994 is given below.

                a.    Tindeco Wharf - consists of 240 apartment  units
and approximately 39,000 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  in  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  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
bonds, Series 1985, (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.  In
October  1992, the original bond issue was refunded by a  1992  issue.
The   original  bond  issue  had  an  average  interest   rate   which
approximated  the  interest on the mortgage of 9.75%.   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   were
$17,046,806  at  December 31, 1994.  The bonds are comprised  of  both
serial  and  revenue bonds.  The serial bonds bear interest  at  rates
ranging  from  2.75% to 6.1% and mature semi-annually from  June  1995
through  December 2006.  The term bonds bear interest at rate  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, 1994) 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, 1994) and the operating deficit loans (principal balances
of $300,000 and $103,739, respectively, at December 31, 1994) all bear
interest  at 12% and are payable on a pro-rata basis out of cash  flow
from the property.  The property is managed by an independent property
management  firm.  As of December 31, 1994, 228 apartment units  (95%)
and  36,125  sf  of commercial space (93%) were under lease.   Monthly
rental  rates  range  from $695 to $1,225 for  apartments  and  annual
rental  rates range from $10.30 per sf to $22.39 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 92% for 1993, 94% for 1992, 100% for 1991, and 98% for 1990.
The  monthly rental range has been approximately the same since  1990.
The occupancy for the commercial space for the previous four years has
been  93%  for 1993, 95% for 1992, 100% for 1991, and 100%  for  1990.
The  range for annual rents has been $5.88 to $21.36 per sf for  1993,
$5.28 to $15.96 per sf for 1992, $7.08 to $14.16 per sf for 1991,  and
$12.00  to $15.00 per sf for 1990.  There are three tenants  who  each
occupy  ten  percent  or more of the rentable  square  footage.   They
operate  principally as a medical office, restaurant,  and  a  fitness
club.

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

                                      Total annual         
             Number     Total sf of      rental       % of gross
 Years         of        expiring        covered        annual
             leases       leases       by expiring      rental
            expiring                     leases
                                                           
 1995            2          3,235      $   52,812          8%
 1996            2         18,550         358,272         57%
 1997            2          4,000          51,924          8%
 1998            0              0               0          0%
 1999            1          4,755         106,464         17%
 Thereafter      2          5,585          63,768         10%
 
               For tax purposes, this property has a federal tax basis
of  $28,105,775 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 of 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 21,500 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 were  utilized
to  provide  working  capital reserves of $500,000.   The  bonds  bear
interest  at TENR (a rate based on yields of high quality,  short-term
tax  exempt  obligations) plus 0.5% (6% at  December  31,  1994)   The
principal balance of the bonds at December 31, 1994 is $5,800,000  and
they  are  due  in  2015.  The property is managed  by  BCMI.   As  of
December  31,  1994,  19,677 sf of its 21,500 sf (92%)  of  commercial
space  was  under lease at annual rental rates ranging from  $1.58  to
$23.12  per sf.  The Property also maintains 44 operating hotel  rooms
at   an   average  nightly  rate  of  $90.18;  average  occupancy   is
approximately 74%.

                     The  hotel  occupancy rate for the previous  four
years  has been 71% for 1993, 72% for 1992, 67% for 1991, and 65%  for
1990.   The  average room rates have been $86.59 for 1993, $86.44  for
1992,  $85.00  for 1991, and $83.00 for 1990.  The occupancy  for  the
commercial  space for the previous four years has been 83%  for  1993,
80%  for  1992, 63% for 1991, and 70% for 1990.  The range for  annual
rents has been $1.56 to $23.16 per sf for 1993, $5.28 to $15.96 per sf
for 1992, $3.72 to $22.92 per sf for 1991, and $14.00 to $20.00 per sf
for  1990.  There are two tenants who each occupy ten percent or  more
of  the  rentable  square  footage.  They  operate  principally  as  a
restaurant and a retail store.

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

                                          Total annual         
              Number of     Total sf of      rental       % of gross
 Years         leases        expiring        covered        annual
              expiring        leases       by expiring      rental
                                             leases
                                                               
 1995              2            2,366       $ 42,685           20%
 1996              4            6,748         85,061           41%
 1997              1              402          4,800            3%
 1998              3            8,612         63,152           30%
 1999              2              819         12,000            6%
 Thereafter        1              760          1,200            0%

        For  tax  purposes, this property has a federal tax  basis  of
$8,863,762  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  $1,233,214 at December 31, 1994) bears  interest  at  the
Federal  Reserve  Discount rate plus 2% with a minimum  of  7%  and  a
maximum  of 15% (7% at December 31, 1994) and is due in 1996 when  the
total outstanding balance will be $1,081,704.  The property is managed
by  an independent property management firm.  As of December 31, 1994,
all  commercial space is rented out at annual rates ranging from $6.00
per  sf to $13.23 per sf.  At December 31, 1994, 28 of the residential
units (97%) were under lease at monthly rental rates ranging from $630
to $1,050.

                     All  residential  leases are renewable,  one-year
leases.  The occupancy for the residential units for the previous four
years was 92% for 1993, 97% for 1992, 100% for 1991, and 90% for 1990.
The  monthly rental range has been approximately the same since  1990.
The occupancy for the commercial space for the previous four years has
been  100% for 1993, 100% for 1992, 100% for 1991, and 100% for  1990.
The  range for annual rents has been $6.12 to $12.12 per sf for  1993,
$6.00 to $11.52 per sf for 1992, $6.00 to $11.52 per sf for 1991,  and
$5.64 to $12.96 per sf for 1990.

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

                                          Total annual         
              Number of     Total sf of      rental       % of gross
 Years         leases        expiring        covered        annual
              expiring        leases       by expiring      rental
                                             leases
                                                               
 1995              1           1,094        $ 14,474           19%
 1996              1           4,000          24,000           31%
 1997              0               0               0             0
 1998              0               0               0             0
 1999              1           1,900          16,150           20%
 Thereafter        2           2,506          23,448           30%
 
                     For  tax  purposes of depreciation, this property
has  federal  tax  basis  of $2,840,483 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 $242.95 per $100.  It is of 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 46 Units of  record
were sold or exchanged in 1994.

                b.    As  of December 31, 1994, there are 2,564 record
holders of Units.

                c.   Registrant has not declared any cash dividends in
1994 or 1993.

Item 6.        Selected Financial Data

                The following selected financial data are for the five
years ended December 31, 1994.
<TABLE>
<CAPTION>
                               1994            1993             1992            1991             1990
                                                                            (unaudited)      (unaudited)
                          
<S>                       <C>              <C>             <C>              <C>              <C>       
 Rental income            $  3,950,879     $ 3,763,979     $ 3,418,773*     $ 3,516,818      $ 3,543,559
 Hotel revenues              1,108,942       1,227,925       3,007,997*       2,697,852        1,405,595
 Interest income                 9,219          10,300         121,721*          27,076          110,004
 Net loss                  (2,360,840)     (4,825,243)                      (3,277,482)      (3,207,259)
                                                           (4,348,359)*
 Net loss per Unit            (113.49)        (231.97)        (209.04)*        (157.56)         (154.19)
 Total assets (net of       30,120,812      31,466,054       38,107,985      40,456,759       43,348,594
 depreciation and
 amortization)
 Debt obligations           33,527,230      33,547,443       35,562,071      35,490,842       36,077,112
 
 *Unaudited
</TABLE>
Item 7.        Management's Discussion and Analysis of Financial
               Conditions and Results of Operations

               (1)  Liquidity and Capital Resources

                     At  December  31, 1994, Registrant  had  cash  of
approximately  $101,340.  Such funds are expected to be  used  to  pay
liabilities and general and administrative expenses of 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 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, 1994, Registrant had restricted
cash  of  $607,039  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.

               (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.  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.   Accordingly,  at
December  31,  1994,  Registrant's  material  commitment  for  capital
expenditures consists solely of required debt service.

               (3)  Results of Operations

                     During  1994, Registrant incurred a net  loss  of
$2,360,840 ($113.49 per limited partnership unit), compared to  a  net
loss of $4,825,243 ($231.97 per limited partnership unit), in 1993 and
a  net  loss of $4,348,359 ($209.04 per limited partnership unit),  in
1992.

                     Rental and hotel income decreased from $6,426,770
in  1992  to $4,991,904 in 1993 and increased to $5,059,821  in  1994.
The  increase  from  1993  to 1994 is the result  of  an  increase  of
$187,000  in  rental income and decrease of $119,000 in hotel  income.
The  increase in rental income is mainly the result of an increase  in
residential occupancy at both Tindeco Wharf and Washington Square  and
an  increase  in  the occupancy of commercial space at Factor's  Walk.
The  decrease in hotel income is the result of an increase in  average
room  rates  at  Factor's Walk ($86.59 to $90.18) and an  increase  in
occupancy  partially  offset by the loss of one  of  the  Registrant's
properties in 1993 through foreclosure (see below).

                     As  a result of a decrease in the amount of  cash
during  1993 and 1992, interest income declined from $122,721 in  1992
to $10,300 in 1993 and remained constant to $9,219 in 1994.

                      Rental   operations  expenses   increased   from
$1,482,410  in 1992 to $1,556,301 in 1993 and increased to  $1,590,865
in  1994.   The increase from 1993 to 1994 is due to higher  operating
expenses  at  Tindeco  Wharf including management  fees,  real  estate
taxes,  and  general  and  administrative.  Hotel  operations  expense
decreased  from  $2,707,850  in 1992 to  $1,333,260  in  1993  and  to
$1,018,311  in  1994.  The decrease from 1993 to 1994 is  due  to  the
accrual  in  1993  of management fees owed to the previous  management
company (see below).

                    General and administrative expenses decreased from
$377,008 in 1992 to $198,000 in 1993 and remained constant in 1994.

                    Interest expense decreased from $3,319,643 in 1992
to  $2,571,868  in  1993  and increased to $2,995,675  in  1994.   The
increase from 1993 to 1994 is due to the increase in interest rates at
Factor's  Walk and the second mortgage at Tindeco Wharf combined  with
the  accrual of interest in 1994, on amounts owed, upon which interest
had not been accrued in prior years.

                      Depreciation  and  amortization  decreased  from
$2,009,743  in  1992  to $1,621,508 in 1993 and remained  constant  at
$1,627,029 in 1994.

                    In 1994, losses of $1,894,928 were incurred at the
Registrant's   three   properties.    A   discussion    of    property
operations/activities follows:

                In  1994, Tindeco Wharf sustained a loss of $1,504,919
including  $1,135,336  of depreciation and amortization  expenses  and
$641,000   of  deferred  interest  compared  to  $1,419,504  including
$1,124,145  of depreciation and amortization expense and  $901,200  of
deferred  interest  in  1993  and  a  loss  of  $2,465,000,  including
$1,145,000  of depreciation and amortization expense and  $946,900  of
deferred  interest in 1992.  The increased loss from 1993 to  1994  is
due  to  an increase in interest expense and other operating  expenses
such   as  management  fees,  real  estate  taxes,  and  general   and
administrative  offset  by  an increase in  rental  income.   Interest
expense increased due to a scheduled increase in the interest rate (3%
to 7.5%) on the second mortgage.  The increase in rental income is the
result of an increase in residential occupancy from 92% to 95% and  an
increase  in the average rents.  The Registrant expects operations  in
1995  to  approximate  those experienced in  1994.   The  1992  losses
include an extraordinary loss of $575,687 relating to the refunding of
the  bond  issue, resulting from the write-off of the  original  issue
financing fees.

                In  addition,  on March 23, 1993 an affiliate  of  the
General  Partner, which had previously been assigned a note receivable
from  the  Registrant, executed a judgment on its note and obtained  a
court order providing that all future distributions, in any form,  due
to  the  Registrant on account of its ownership interest  in  TWP,  be
immediately delivered to it.

                In 1994, River Street Inn sustained a loss of $357,403
including  $327,748  of depreciation expense compared  to  a  loss  of
$510,687 including $333,478 of depreciation expense in 1993 and a loss
of  $715,000, including $339,000 of depreciation expense in 1992.  The
decreased loss from 1993 to 1994 is the result of an increase in hotel
income combined with a decrease in hotel operations expense offset  by
an  increase in interest expense.  Hotel income increased  due  to  an
increase  in average room rates ($86.59 to $90.18) and an increase  in
occupancy from 71% to 74%.  Hotel operations expense decreased due  to
the accrual in 1993 of management fees owed to the previous management
company (see below).  Interest expense increased due to an increase in
the  interest  rates  on the bonds (4.5% to 6%).   Registrant  expects
operations  in  1995  to  approximate those experienced  in  1994.   A
private corporation provides an interest guarantee of the bonds.   The
guarantor  charges  FWP  an  annual fee of  approximately  2%  of  the
outstanding  balance  of the bonds.  Included in interest  expense  in
1992 is approximately $280,000 relating to unpaid guarantor's fees for
1990  and  1991  plus accrued interest at a rate  of  prime  plus  2%.
Although  the  interest rate on the bonds remained  low  during  1992,
there  was not sufficient cash flow to pay the guarantor's fee due  to
expenditures  made  for deferred maintenance that had  accumulated  in
previous  years  and legal fees resulting from the disputes  discussed
below.   The guarantor has not declared a default and due to  improved
operations, FWP has been able to pay a portion of the fees during 1993
and  1994.  The decreased loss from 1992 to 1993 is primarily  due  to
the  inclusion, in 1992, of unpaid guarantor fees relating to 1990 and
1991.

                FWP  has  been  involved in two legal  proceedings  as
discussed below:

                 (a)   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.  On January 1, 1994, the court  entered  a
judgment  in  favor  of  Jones  and  against  FWP  in  the  amount  of
$1,069,017.  FWP filed an appeal and this appeal is currently held  in
abeyance  while  FWP  and  Jones  participate  in  a  court  sponsored
settlement  program.  Because of the complexity  of  the  factual  and
legal issues involved, it is impossible to predict with any reasonable
degree  of certainty the outcome of the post-judgment motions,  or  an
appeal if the post-judgment motions are unsuccessful.  A final outcome
adverse to FWP is a reasonable probability.

                (b)  In October 1992, FWP terminated its contract with
the  existing  management company, Great Inns of America ("GIA"),  and
hired  a  new management company.  In February 1993, GIA sued FWP  for
breach  of contract and tortious interference.  On September 10,  1993
the lawsuit was settled for $102,669.50, of which $25,000 was paid  at
the time of settlement and equal monthly installments of $6,472.45 are
payable commencing October 10, 1993 and continuing until September 10,
1994.   As of December 31, 1994, $26,422 remained outstanding on  this
obligation.

                In  addition, on January 13, 1994 an affiliate of  the
General  Partner, which had previously been assigned a note receivable
from  the  Registrant, executed a judgment on its note and obtained  a
court order providing that all future distributions, in any form,  due
to  the  Registrant on account of its ownership interest  in  FWP,  be
immediately delivered to it.

                In 1994, Washington Square sustained a loss of $32,606
including  $110,003  of depreciation expense compared  to  a  loss  of
$52,039 including $109,943 of depreciation expense in 1993 and a  loss
of  $162,000 including $110,000 of depreciation expense in 1992.   The
decreased  loss from 1993 to 1994 is mainly the result of an  increase
in rental income due to an increase in average occupancy (92% to 97%).
The decreased loss from 1992 to 1993 is primarily due to the inclusion
in  1992 of interest expense, relating to previous years, due  to  the
property  manager  on  amounts advanced to fund  negative  cash  flow.
Registrant expects operations in 1995 to approximate those experienced
in 1994.

                On March 23, 1993 an affiliate of the General Partner,
which  had  previously  been  assigned  a  note  receivable  from  the
Registrant, obtained a judgment on its note in Common Pleas Court  for
Philadelphia County, Pennsylvania

                In  1994, Morrison-Clark Inn sustained a loss of  $-0-
including  $-0-  of  depreciation  expense  compared  to  a  loss   of
$2,356,741 including $-0- of depreciation expense in 1993 and  a  loss
of $860,000, including $314,000 of depreciation expense in 1992.  As a
result of insufficient cash flow generated by the property, Mass  &  L
was  unable  to make scheduled debt service payments.   In  1992,  the
lender  notified Mass & L of the default under both notes and  made  a
demand for payment.  In May 1992, in order to forestall the threatened
foreclosure  by  the  lender,  a  reorganization  petition  was  filed
pursuant to Chapter 11 of the U.S. Bankruptcy Code.  In addition,  the
lender filed a claim against the Registrant on its guaranty of payment
of  both notes.  In February 1993, the lender, with permission of  the
bankruptcy court, foreclosed on the property.  In November  1993,  the
lender  obtained a judgment against the Registrant in  the  amount  of
$1,800,000.   The Registrant is negotiating with the  lender  and  the
lender  has agreed to defer any action until July 1995 in anticipation
of  a  final  settlement.   Included in  operations  for  1993  is  an
extraordinary  loss of $2,350,510 representing the difference  between
the  fair  market value of the assets relinquished and the liabilities
satisfied.

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, 1994 and 1993 and the related
consolidated statements of operations, changes in partners' equity and
cash  flows  for  the years then ended.  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 $21,583,406 and $22,488,498 as of December 31,
1994  and  1993,  and  total  revenues of $3,319,873  and  $3,207,345,
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,
1994  and  1993,  and the results of their operations and  their  cash
flows  for the years then ended 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 29 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 21 , 1995
<PAGE>
                                   
                     Independent Auditor's Report

To the Partners of
Tindeco Wharf Partnership

We have audited the accompanying consolidated balance sheet of Tindeco
Wharf  Partnership as of December 31, 1994, and the related statements
of profit and loss (on HUD Form No. 92410), partners' deficit and cash
flows  for  the year 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
audit.

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

In  our  opinion,  the financial statements referred to above presents
fairly,  in  all material respects, the financial position of  Tindeco
Wharf  Partnership  as of December 31, 1994, and  the  result  of  its
operations, changes in partners' deficit and cash flows for  the  year
then   ended   in   conformity  with  generally  accepted   accounting
principles.

Our  audit was made for the purpose of forming an opinion on the basic
financial  statements taken as a whole.  The supplemental  information
on  pages  22  through 28 is presented for the purposes of  additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied
in the audit of the 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.

Reznick Fedder and Silverman
Baltimore, Maryland
January 17, 1995
<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, 1994 and 1993        15
                                                                              
     Consolidated  Statements of Operations for the Years           
       Ended December 1994, 1993, and 1992 (unaudited)                16
                                                                       
     Consolidated  Statements  of Changes in Partners' Equity  
       for the Years Ended December 31, 1994, 1993, and 1992          17
                                                                              
     Consolidated  Statements of Cash Flows for the Years Ended
       December  31,  1994, 1993, and 1992 (unaudited)                18
                                                           
     Notes to consolidated financial statements                      19-20
                                                                         
Financial statement schedules:                                              

     Schedule XI - Real Estate and Accumulated Depreciation            28
                                                                              
     Notes to Schedule XI                                              29



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>
<TABLE>
                   DIVERSIFIED HISTORIC INVESTORS II
                        (a limited partnership)
                                   
                      CONSOLIDATED BALANCE SHEETS
                      December 31, 1994 and 1993
<CAPTION>
                                Assets

                                                                     1994                   1993
Rental properties at cost:                                         --------               --------                                
<S>                                                          <C>                       <C> 
   Land                                                      $       934,582           $    934,582
   Buildings and improvements                                     38,648,824             38,537,940
   Furniture and fixtures                                          2,566,749              2,498,168
                                                                  ----------             ----------                   
                                                                  42,150,155             41,970,690
                                                                  ----------             ----------
   Less - accumulated depreciation                               (14,549,778)           (12,958,664)
                                                                  27,600,377             29,012,026
                                                                                                   
Cash and cash equivalents                                            101,340                 21,454
Restricted cash                                                      607,039                597,868
Accounts receivable                                                   31,298                 31,697
Other assets (net of accumulated                                                                   
   amortization of $48,675 and $44,064)                            1,780,758              1,803,009
                                                                  ----------             ----------
               Total                                           $  30,120,812          $  31,466,054
                                                                  ==========             ==========        
                                 Liabilities and Partners' Equity
                                                                                                   
Liabilities:                                                                                       
   Debt obligations                                            $  33,527,230            $33,547,443
   Accounts payable:                                                                               
        Trade                                                        734,109                500,600
        Related parties                                            1,629,943              1,641,774
   Interest payable                                                5,887,209              5,108,678
   Tenant security deposits                                          247,139                211,537
                                                                  ----------             ----------                          
               Total liabilities                                  42,025,630             41,010,032
                                                                  ----------             ----------
Partners' equity                                                 (11,904,818)            (9,543,978) 
                                                                  ----------             ----------
               Total                                           $  30,120,812          $  31,466,054
                                                                  ==========             ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>     
                   DIVERSIFIED HISTORIC INVESTORS II
                        (a limited partnership)
                                   
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                   
         For the Years Ended December 31, 1994, 1993 and 1992
<CAPTION>
                                                               1994              1993             1992
                                                                                               (Unaudited)            
                                                             -------           --------        -----------       
Revenues:                                                                                                 
<S>                                                        <C>             <C>                  <C>
   Rental income                                           $3,950,879      $  3,763,979         $3,418,773
   Hotel income                                             1,108,942         1,227,925          3,007,997
   Interest income                                              9,219            10,300            122,721
                                                            ---------         ---------          ---------
               Total revenues                               5,069,040         5,002,204          6,549,491
                                                            ---------         ---------          ---------
Costs and expenses:                                                                                       
   Rental operations                                        1,590,865         1,556,301          1,482,410
   Hotel operations                                         1,018,311         1,333,260          2,707,850
   General and administrative                                 198,000           198,000            377,008
   Interest                                                 2,995,675         2,571,868          3,319,643
   Depreciation and amortization                            1,627,029         1,621,508          2,009,743
   Loss on disposal of property                                   -0-           206,000            627,270
                                                            ---------         ---------         ----------
               Total costs and expenses                     7,429,880         7,486,937         10,523,924
                                                            ---------         ---------         ----------
Loss before extraordinary item                             (2,360,840)       (2,484,733)        (3,974,433)

Extraordinary loss                                                -0-        (2,340,510)          (575,687)
                                                            ---------         ---------          ---------
Loss before minority interests                             (2,360,840)       (4,825,243)        (4,550,120)
Minority interests' portion of loss                                -0-               -0-           201,761
                                                            ---------         ---------          ---------
Net loss                                                  ($2,360,840)      ($4,825,243)      ($ 4,348,359)
                                                            =========         =========          =========
Net loss per limited partnership unit:                                                                    
   Loss before extraordinary item                             (113.49)          (119.45)           (191.07)
   Extraordinary loss                                               0           (112.52)            (27.67)
                                                               ------            ------             ------
   Loss before minority interests                             (113.49)          (231.97)           (218.74)
   Minority interests                                               0                 0               9.70
                                                               ------            ------             ------ 
                                                             ($113.49)         ($231.97)          ($209.04)
                                                               ======            ======             ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                   DIVERSIFIED HISTORIC INVESTORS II
                        (a limited partnership)
                                   
        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                                   
         For the Years Ended December 31, 1994, 1993 and 1992

<CAPTION>
                                                             Dover                                     
                                                           Historic           Limited                   
                                                         Advisors (1)      Partners (2)          Total
                                                         ------------      ------------      -------------

Percentage participation in profit or loss                         1%               99%               100%
<S>                                                    <C>                <C>                <C>          
Balance at December 31, 1991 (unaudited)               ($    175,124)     ($   195,252)      ($   370,376)
Net loss (unaudited)                                         (43,484)       (4,304,875)        (4,348,359)
                                                            --------        ----------         ----------

Balance at December 31, 1992                                (218,608)       (4,500,127)        (4,718,735)
Net loss                                                     (48,252)       (4,776,991)        (4,825,243)
                                                            --------        ----------         ---------- 

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)
                                                            ========        ==========         ========== 

 (1)   General Partner.

 (2)   20,593.3 limited partnership units outstanding at December  31,
       1994, 1993, and 1992.
</TABLE>
<PAGE>
<TABLE>

                   DIVERSIFIED HISTORIC INVESTORS II
                        (a limited partnership)
                                   
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   
         For the Years Ended December 31, 1994, 1993 and 1992
<CAPTION>
                                                              1994              1993               1992
                                                                                                 (Unaudited)  
                                                            --------          --------           --------             
Cash flows from operating activities:                                                                     
<S>                                                     <C>                <C>                <C> 
   Net loss                                             ($ 2,360,840)      ($4,825,243)       ($4,348,359)
   Adjustments to reconcile net loss to net cash                                                             
     used in operating activities:                                                                        
Depreciation and amortization                              1,627,029         1,621,508          2,009,743
Bad debt expense                                                  -0-          206,000            627,270
Extraordinary loss on extinguishment of debt                      -0-        2,340,510                -0-
Minority interests' portion of loss                               -0-               -0-          (201,761)
Changes in assets and liabilities,                                                                           
  net of disposals due to foreclosure:
   (Increase) decrease in restricted cash                     (9,171)           38,628           (150,450)
   Decrease in accounts receivable                               399             5,279             78,415
   Increase in other assets                                  (13,660)           (1,761)           (44,045)
   Increase in accounts payable - trade                      233,505            15,617            333,166
   (Decrease) increase in accounts                           (11,831)          364,716            672,588
     payable - related parties
   Increase in interest payable                              778,531           614,852          1,121,711
   Increase (decrease) in tenant security deposits            35,602              (112)             2,652
                                                             -------           -------          ---------
      Net cash provided by operating activities:             279,564           379,994            100,930
                                                             -------           -------          ---------
Cash flows from investing activities:                                                                        
   Capital expenditures                                     (179,465)         (106,374)          (241,313)
                                                             -------           -------            -------
                 Net cash used in investing activities:     (179,465)         (106,374)          (241,313)
                                                             -------           -------            ------- 
Cash flows from financing activities:                                                                        
   Borrowings under debt obligations                          43,423               -0-            264,639
   Payments of principal under debt obligations              (63,636)         (288,026)          (193,410)
   Other financing activities                                     -0-           (4,752)                -0-                 -0-
                                                             -------           -------            --------
      Net cash (used in) provided by                         (20,213)         (292,778)             71,229
          financing activities:                              --------          -------            --------
Increase (decrease) in cash and cash equivalents               79,886          (19,158)            (69,154)
Cash and cash equivalents at beginning of year                 21,454           40,612             109,766
                                                             --------          -------            --------
Cash and cash equivalents at end of year              $       101,340    $      21,454     $        40,612
                                                             ========          =======            ========  
Supplemental Disclosure of Cash Flow Information:                                                            
   Cash paid during the year for interest               $   2,223,822     $  1,561,485        $  2,540,939
Supplemental Schedule of Non-Cash                                                                            
  Investing and financing activities:
   Net assets transferred for liability reduction:                                                           
      Net assets transferred                                        0       $5,070,245                 -0-
      Liability reduction                                           0       $2,729,735                 -0-
The accompanying notes are an integral part of these financial statements.
</TABLE>
<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 the 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  three  subsidiary   partnerships   (the
"Ventures"), in which the Partnership has controlling interests,  with
appropriate   elimination   of  inter-partnership   transactions   and
balances.   The financial statements for the year ended  December  31,
1992  are  unaudited with the exception of the balance sheet which  is
audited.    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.     Deferred Expenses

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

The  Partnership prepaid all amounts due under a ground lease for  one
of  its  properties.  Such prepayment has been deferred and  is  being
amortized over the term of the lease (75 years).
4.     Venture Bond Refunding

The  City  of  Baltimore issued mortgage revenue bonds,  Series  1985,
(GNMA collateralized) for the purpose of providing permanent financing
for  one  venture, Tindeco Wharf Partnership ("TWP"),  The  bonds  are
backed  by a HUD-insured note (the "note") to TWP.  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.  In October 1992, the original bond issue was refunded
by a 1992 issue.  The original bond issue had an average interest rate
which  approximated  the  interest on  the  mortgage  of  9.75%.   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.

TWP  incurred an extraordinary loss of $575,687 in connection with the
refunding  of  the  bond issue resulting from  the  write-off  of  the
original issue financing fees.

TWP  incurred $791,054 of settlement fees in conjunction with the bond
refinancing.  These settlement fees are included in other  assets  and
are  being  amortized  over the term of the bond  issue.   Accumulated
amortization  was $52,264 and $29,704 at December 31, 1994  and  1993,
respectively.

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 1994, 1993 and 1992).

6.     Income Taxes

Federal and state income taxes are payable by the individual partners;
therefore, no provision or liability for income taxes is reflected  in
the financial statements.

7.     Reclassifications

Certain   amounts   in  the  1993  financial  statements   have   been
reclassified to conform with the format adopted in 1994.
NOTE C - DEBT OBLIGATIONS

Debt obligations were as follows:
<TABLE>
<CAPTION)
                                                                         December 31,
                                                                      1994               1993
<S>                                                             <C>                   <C>       
Mortgage  loan, interest only at TENR plus 1/2% (6% and  4.5%    $    5,800,000         $ 5,800,000
at  December 31, 1994 and 1993, respectively) (TENR is a rate
based  upon  yields of high quality, short-term,  tax  exempt
obligation), subject to certain adjustments, to a maximum  of
15%;  principal  due in 2015, collateralized by  the  related
rental property (A)
                                                                                           
Mortgage loan, interest at 12%, collateralized by the related                      
rental property with maturity at January 1, 1992 (B)                               
                                                                      1,800,000           1,800,000
                                                                                   
Mortgage loans, interest at the Federal Reserve Discount rate                      
plus  2%  with a minimum of 7% and a maximum of  15%  (7%  at                      
December 31, 1994, and 1993), principal and interest  payable                      
monthly  based  on  a 20-year amortization  schedule  at  the                      
foregoing rates of interest, as applicable; callable  by  the                      
lender   in  1996,  at  which  time  the  balance   will   be                      
approximately  $1,081,704;  collateralized  by  the   related                      
rental property                                                       1,223,214           1,286,850
                                                                                   
Mortgage   revenue   bonds  comprised   of   the   following:                      
$1,440,000 Serial Bonds, interest rates ranging from 2.75% to                      
6.10%, maturing semi-annually from June 20, 1995, 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                                                            
                                                                     17,046,806          17,107,122
                                                                                   
Notes  payable  to  a  property management  company,  bearing                      
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                                                        300,000             300,000
                                                                                   
Note payable; interest accrues at 12%; principal and interest                      
to  be  repaid  from  the earliest positive  cash  flow  from                      
operations; unsecured and due on demand                                 103,739             104,157
                                                                                   
Second  mortgage  loan, interest only  payable  at  4%  until                      
August 1, 1994; thereafter, principal and interest (at  7.5%)                      
payable 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)                                  
                                                                      4,953,471           4,953,471
                                                                                   
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
                                                                     ----------          ----------   
                                                                  $  33,527,230       $  33,547,443
                                                                     ==========          ==========
</TABLE>
(A)    The partnership has the right to convert the interest rate to a
fixed  rate,  based  upon         market conditions  at  the  time  of
conversion.

        A  private corporation provides an interest guarantee on these
bonds.  The guarantor charges an annual fee of approximately 2% of the
outstanding balance of the bonds.

(B)     Interest  payments were not made after August,  1991.   Lender
declared  default and  accelerated payment of 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 1994, 1993 or 1992.

Approximate  maturities of mortgage loan obligations at  December  31,
1994, for each of the succeeding five years are as follows:

Year Ending December 31,
               
1995           $   1,936,099
1996                 147,910
1997                 160,779
1998                 174,798
1999                 190,075
Thereafter        30,917,569
                  ----------
                $ 33,527,230
                  ==========

NOTE D - ACQUISITIONS

The  Partnership  acquired one property and three general  or  limited
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 21,500 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 owns  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 $2,750,000.

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 39,000 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 E- COMMITMENTS AND CONTINGENCIES

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

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

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

The  Partnership  is involved in legal proceedings in connection  with
the  development  of one of its properties.  J. A. Jones  Construction
Company ("Jones") contracted with Factors Walk Partners ("FWP")  which
owns  the 44 room hotel in Savannah, Georgia, for the renovation of  a
warehouse  into  the  hotel  and retail shops.   During  construction,
numerous  disputes arose between the parties.  As a  result  of  those
disputes,  Jones abandoned the project prior to completion  and  filed
suit.

On January 1, 1994, the court entered a judgment in favor of Jones and
against FWP in the amount of $1,069,017.  FWP filed an appeal and this
appeal  is  currently held in abeyance while FWP and Jones participate
in a court sponsored settlement program.

Because of the complexity of the factual and legal issues involved, it
is  impossible to predict with any reasonable degree of certainty  the
outcome  of  the  post-judgment motions, or an  appeal  if  the  post-
judgment motions are unsuccessful.  A final outcome adverse to FWP  is
a reasonable probability.

The Partnership was also a party to a lawsuit brought against it by  a
former  property  manager  alleging breach of  contract  and  tortuous
interference.   On  September 10, 1993, the lawsuit  was  settled  for
$102,670,  or  which $25,000 was paid at the time  of  settlement  and
equal monthly installments of $6,472.45 are payable commencing October
10, 1993, and continuing until September 10, 1994.

In  May 1992, one Venture filed a reorganization petition pursuant  to
Chapter  11  of  the  U.S. Bankruptcy Code.   In  November  1992,  the
automatic  stay  was  lifted and the property was  foreclosed  by  the
lender in February 1993.

NOTE F - RELATED PARTY TRANSACTIONS

The  Partnership  reimburses an affiliate of the General  Partner  for
administrative  expenses  incurred on the Partnership's  behalf.  Such
expenses  aggregated $-0-, $-0- and $112,000 for 1994, 1993 and  1992,
respectively.

Registrant maintained $356 at December 31, 1992 in a bank who has as a
director  a  person who at that time was an affiliate of  the  General
Partner.   The Partnership also earned approximately $400  from  these
deposits in 1992.

In 1992, the Partnership incurred legal fees of $143,779 to a law firm
who  has  a member a person who at that time was an affiliate  of  the
General Partner.

On  March  23, 1993, an affiliate of a partner of the General Partner,
who   had  previously  been  assigned  a  note  receivable  from   the
partnership, obtained a judgment on its note in Common Pleas Court for
Philadelphia County, Pennsylvania.

On January 13, 1994, an affiliate of a partner of the General Partner,
who   had  previously  been  assigned  a  note  receivable  from   the
Partnership, obtained a judgment on its note in Common Pleas Court for
Chatham County, Georgia.

NOTE G - EXTRAORDINARY GAINS/ LOSSES

During 1993, the mortgagee of the property located at the intersection
of  Massachusetts  Avenue and L Street ("Mass and L")  in  Washington,
D.C.  (54  hotel  rooms and a 120 seat restaurant) foreclosed  on  the
property.

Due  to insufficient cash flow generated by the property, Mass & L was
unable  to make scheduled debt service payments.  In 1992, the  lender
notified  Mass & L of the default under both notes and made  a  demand
for  payment.   In  May  1992, in order to  forestall  the  threatened
foreclosure  by  the  lender,  a  reorganization  petition  was  filed
pursuant to Chapter 11 of the U.S. Bankruptcy Code.  In addition,  the
lender  filed  a  claim against the Partnership  on  its  guaranty  of
payment  of both notes.  In February 1993, the lender, with permission
of  the  bankruptcy  court, foreclosed on the property.   In  November
1993,  the  lender obtained a judgment against the Registrant  in  the
amount of $1,800,000.

The  Partnership has recognized an extraordinary loss in 1993 for  the
difference  between the book value of the property (which approximated
fair value) and the extinguished debt.

NOTE I - 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:
<TABLE>
<CAPTION>
                                                                      For the Years Ended December 31,
                                                                 1994              1993               1992
<S>                                                     <C>               <C>                <C>    
Net loss - book                                         ($ 2,360,840)     ($ 4,825,243)      ($ 4,348,359)
Excess of tax (under) book depreciation                     (191,940)         (229,723)           (53,178)
Other timing differences                                    (960,135)        1,734,941          1,662,820
Minority interest - tax only                                 165,061           951,749            480,426
                                                           ---------         ---------          ---------
Net loss - tax                                          ($ 3,347,854)     ($ 2,368,276)      ($ 2,258,291)
                                                           =========         =========          =========
                                                                                                             
Partners' equity - book                                 ($11,904,818)     ($ 9,543,978)      ($ 4,718,735)
Costs of issuance                                          2,471,196         2,471,196          2,471,196
Cumulative tax over (under) book loss                      3,997,356         5,336,595          2,879,628
Facade easement donation (tax only)                          203,778           203,778            203,778
Prior period adjustment                                       48,071            48,071             48,071
Capital adjustments (tax only)                              (443,431)         (352,225)          (567,002)
                                                           ---------         ---------          ---------
Partners' equity - tax                                  ($ 5,627,848)     ($ 1,836,563)       $   316,936
                                                           =========         =========          =========
</TABLE>
<PAGE>
<TABLE>
                             SUPPLEMENTAL INFORMATION
                                   
                           DIVERSIFIED HISTORIC INVESTORS II             
                                (a limited partnership)                
                                                              
            SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                 DECEMBER 31, 1994                
                                                                                       Costs
                                                                                     Capitalized
<CAPTION>                                                                                      Subsequent
                                                        Initial Cost                 to Acquisition
                                                      to Partnership
                                                                 (b)
                                                                                           
                                                                       Buildings                  
                                                                          and                     
Description (a)                       Encumbrances       Land        Improvements    Improvements
                                           (f)
<S>                                       <C>            <C>            <C>               <C> 
44 room hotel with 21,500 square feet                                                                  
of commercial spacein Savannah, GA        $5,800,000     $200,000       $9,178,160        $136,412
                                                                                    
29 apartment units and 9,500                                                                      
square feet of commercial                                                                         
space in West Chester, PA                  1,223,214       87,500        2,833,383           1,500
                                                                                                  
262 apartment units and 39,000                                                                    
square feet of commercial                                                                         
space in Baltimore, MD                    24,704,016      647,082        2,000,000      26,886,653
                                                                                                  
54 room hotel with                                                                                
restaurant in Washington, DC               1,800,000      381,751        6,250,767               0
                                                                                                  

             Gross Amount at which Carried
                                        at
               December 31,                                                          
                       1994
                                                                                         
               Buildings                                                           
                  and                            Accumulated      Date of        Date
   Land       Improvements    Total (c) (d)     Depr. (d) (e)   Constr. (a)    Acquired
                                                                                   
                                                                                   
   $200,000      $9,341,513       $9,541,513       $3,513,441    1985-1986      8/9/85
                                                                                         
                                                                                         
                                                                                   
     87,500       2,840,483        2,927,983        1,083,413      1985         10/1/85
                                                                                         
                                                                                         
                                                                                         
    647,082      29,033,577       29,680,659        9,952,924    1985-1988     10/15/85
                                                                                   
                                                                                   
          0               0                0                0    1985-1988      10/1/85
                                                                                   

</TABLE>
<PAGE>

                    DIVERSIFIED HISTORIC INVESTORS
                        (a limited partnership)
                                   
                         NOTES TO SCHEDULE XI
                                   
                           December 31, 1994

(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,  1994,
       for  Federal  income tax purposes is approximately $39,810,020.
       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:

                                    1994            1993            1992
Balance at beginning of year     $41,970,690     $48,496,834     $48,255,521
Additions during the year:                                                     
   Improvements                      179,465         106,374         241,313
Deductions during the year:                                                    
   Retirements                            -0-     (6,632,518)             -0-
                                                                           
Balance at end of year           $42,150,155     $41,970,690     $48,496,834
                                                                          
Reconciliation of accumulated depreciation:                                 
                                    1994            1993            1992
Balance at beginning of year     $12,958,664     $12,976,944     $11,004,983
Depreciation expense for the year  1,591,114       1,584,151       1,971,961
Retirements                               -0-     (1,602,431)             -0-
Balance at end of year           $14,549,778     $12,958,66      $12,976,944

(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 48) was appointed Chairman  and
Director of both D, LTD and DHP, Inc. on January 27, 1993.  Mr. Tuszka
has been associated with DHP, Inc. and its affiliates since 1984.

               Donna M. Zanghi (age 38) 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 30) was appointed on January 27,
1993 as Assistant Secretary of both D. LTD and DHP, Inc.

Item 11.       Executive Compensation

                a.    Cash Compensation - During 1994, 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
1994, 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 1994 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 1992 through 1994.

               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, 1994
                        and 1993.

                    b.  Consolidated Statements of Operations for the Years
                        Ended December 31, 1994, 1993 and 1992 (unaudited).

                    c.  Consolidated Statements  of  Changes in Partners'
                        Equity for the Years Ended December 31, 1994, 1993
                        and 1992.

                    d.  Consolidated Statements of Cash Flows for the Years
                        Ended December 31, 1994, 1993 and 1992 (unaudited).

                    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   Document
                        Number

                           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, 1994.

                    (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 13, 1995       By: Dover Historic Advisors, General Partner
                                             
                               By: DHP, Inc., Partner
                                                 
                                   By: /s/ Michael J. Tuszka
                                       MICHAEL J. TUSZKA,
                                       Chairman
                                                      
                                   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/ Michael J. Tuszka                                 April 12, 1995
         MICHAEL J. TUSZKA,
         Chairman

    By:  /s/ Donna M. Zanghi                                   April 13, 1995
         DONNA M. ZANGHI,
         Secretary and Treasurer

    By:  /s/ Michele F. Rudoi                                  April 13, 1995
         MICHELE F. RUDOI,
         Assistant Secretary