UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-K

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

For the fiscal year ended           December 31, 1999
                          ---------------------------------------

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

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

Commission file number                    0-14645
                       ------------------------------------------

                  DIVERSIFIED HISTORIC INVESTORS II
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     (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.)

          1609 WALNUT STREET, PHILADELPHIA, PA   19103
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(Address of principal executive offices)         (Zip Code)

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

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

Securities registered pursuant to Section 12(g) of the Act: 20,593.3 Units
                                                            --------------

              UNITS OF LIMITED PARTNERSHIP INTEREST
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                        (Title of Class)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements  for the past 90 days.   Yes   X    No
                                          -----     -----
Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will not be contained to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. [X]

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

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

<PAGE>

                             PART I

Item 1.   Business

          a. General Development of Business

           Diversified Historic Investors II ("Registrant") is  a
limited partnership formed in 1984 under Pennsylvania law.  As of
December  31, 1999, Registrant had outstanding 20,593.3 units  of
limited partnership interest (the "Units").

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

          b. Financial Information about Industry Segments

             The Registrant operates in one industry segment.

          c. Narrative Description of Business

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

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

              As  of  December 31, 1999, Registrant  owned  three
properties   (or   interests  therein),  one  each   located   in
Pennsylvania,  Maryland,  and  Georgia.   In  total,  the   three
properties contain 269 apartment units, 73,366 square feet ("sf")
of  commercial/retail space and 44 hotel rooms.  As  of  December
31,  1999, 263 of the apartment units were under lease at monthly
rental rates ranging from $677 to $1,815 and approximately 65,696
sf  of  commercial space was under lease at annual  rental  rates
ranging from $5.33 per sf to $26.83 per sf.  Throughout 1999, all
of  the  hotel  rooms were available for use.  During  1999,  the
hotel  maintained  an average nightly room rate  of  $126.45  and
average   occupancy  of  66%.   Rental  of  the  apartments   and
commercial  space is not expected to be seasonal.   However,  the
hotel  does experience seasonal changes, with the busiest  months
being  February,  March and April and the  slowest  months  being
August  and  December.  For further discussion of the properties,
see Item 2. Properties.

              The  Registrant is affected by and subject  to  the
general  competitive conditions of the residential and commercial
real  estate  industry.   As a result of  the  overbuilding  that
occurred  in  the  1980's, the competition in the  local  markets
where  the  Registrant's  properties  are  located  is  generally
strong.   As a result, the Registrant is forced to keep its  rent
levels  competitively low in order to maintain moderate  to  high
occupancy  levels.  One residential property is  located  in  the
suburbs  of Philadelphia and the other is located in the Historic
District of the Inner Harbor in Baltimore.  In both locations the
competition  for  tenants  remains  stiff  and  several   similar
buildings  exist.  The apartment market remains  stable  and  new
construction   remains   virtually   nonexistent   although   the
availability of favorable home financing has placed  pressure  on
the rental tenant base.

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

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

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

              See  Item 8. Financial Statements and Supplementary
Data.

Item 2.   Properties

            As   of  the  date  hereof,  Registrant  owned  three
properties, or interests therein.  A summary description of  each
property held at December 31, 1999 is given below.

           a. Tindeco Wharf - consists of 240 apartment units and
approximately  41,307  sf of commercial  space  located  at  2809
Boston  Street  in the Fell's Point-Canton Historic  District  of
Baltimore,  Maryland.  In October 1985, Registrant  was  admitted
with  an  85% interest, to Tindeco Wharf Partnership  ("TWP"),  a
Maryland   general  partnership,  for  a  cash  contribution   of
$7,271,300.   Registrant  subsequently  increased  its  ownership
interest  in  TWP to 90% by purchasing an additional 5%  interest
for $262,500.  TWP acquired and rehabilitated this Property at an
approximate  cost  of $28,600,000 ($66 per  sf),  funded  by  the
equity  contribution and mortgage financing of $21,869,600.   The
mortgage financing is comprised of mortgage revenue bonds  and  a
Urban  Development Action Grant ("UDAG") loan.   Other  financing
includes  a  loan from the developer of $2,300,000 and  operating
deficit  loans from both the property manager and D, LTD  in  the
original principal amounts of $300,000 and $200,000 respectively.
The  operating deficit loans were repaid during 1999.  The excess
of  equity  and  mortgage  financing  over  the  acquisition  and
rehabilitation  costs  was  utilized to  provide  various  escrow
deposits and required reserves.

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

              The  principal balance of the bonds was $16,639,455
at December 31, 1999.  The bonds are comprised of both serial and
term bonds.  The serial bonds bear interest at rates ranging from
4.6%  to  6.1%  and mature semi-annually from June  1999  through
December  2006.   The term bonds bear interest at  rates  ranging
from  6.5% to 6.7% and mature in 2012, 2024, and 2028.  The  UDAG
loan  (which  has a balance of $4,953,471 at December  31,  1999)
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, 1999) bears interest at 12%
and  are  payable on a pro-rata basis out of cash flow  from  the
property.   The developer's loan is due in 2005, or upon  earlier
sale or refinancing of the property.

             The property is managed by BCMI.  As of December 31,
1999, 229 apartment units (96%) and 40,852 sf of commercial space
(98%) were under lease.  Monthly rental rates range from $810  to
$1,815 for apartments and annual rental rates range from $5.33 to
$20.55  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 98% for 1998, 98% for 1997,
95%  for  1996, and 97% for 1995.  The monthly rental  range  has
been  approximately the same since 1995.  The occupancy  for  the
commercial  space for the previous four years has  been  97%  for
1998,  100% for 1997, 100% for 1996, and 85% for 1995.  The range
for  annual rents has been $5.33 to $25.34 per sf for 1998, $5.33
to $19.47 per sf for 1997, $5.33 to $19.47 per sf for 1996, $5.33
to  $18.54  per  sf  for 1995.  There are four tenants  who  each
occupy  ten  percent  or more of the commercial  rentable  square
footage.   They  operate  principally  as  a  medical  office,  a
restaurant, a fitness club and a travel agency.

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


                                      Total annual
          Number of      Total sf of rental covered    % of gross
            leases        expiring     by expiring   annual rental
 Year      expiring        leases         leases     from property
------    ---------      -----------  ------------   -------------

 2000         2              5,619       63,338            2%
 2001         2              6,139       35,783            1%
 2002         1              1,944       26,730            1%
 2003         1              5,600      115,061            3%
 2004         0                  0            0            0%
 Thereafter   2             21,550      151,385            4%

              For  tax purposes, this property has a federal  tax
basis  of  $29,933,217 and is depreciated using the straight-line
method  with a useful life of 27.5 years.  The annual real estate
taxes  are  $420,795  which is based  on  an  assessed  value  of
$17,359,517,  taxed  at a rate of $6.06  per  $100.   It  is  the
opinion of the management of the Registrant that the property  is
adequately covered by insurance.

           b.  River  Street Inn/Factor's Walk - consists  of  44
hotel  rooms and 22,559 sf of commercial space located at 115  E.
River  Street  in Savannah, Georgia.  In August 1985,  Registrant
was  admitted  with  a  99% interest in  Factor's  Walk  Partners
("FWP")  a  Georgia  general partnership,  for  $3,600,409.   FWP
acquired and rehabilitated the property for $8,900,409 ($127  per
sf),  including  financing through an issuance by a  governmental
agency of tax-exempt bonds in the principal amount of $5,800,000.
The  excess of equity and mortgage financing over the acquisition
and  rehabilitation costs was utilized to provide working capital
reserves  of $500,000.  The bonds bore interest at TENR  (a  rate
based   on   yields  of  high  quality,  short-term  tax   exempt
obligations)  plus  0.5%  until  December  30,  1996   and   were
guaranteed by a private corporation.  On December 30, 1996,  both
the  bonds  and the guarantee were sold.  The new holder  of  the
bonds  exercised its right to convert the interest rate from  the
variable  rate  to  14%  due  to the credit  rating  of  the  new
guarantor.   The principal balance of the bonds at  December  31,
1999 was $6,531,626 and are due on December 31, 2015.

             The property is managed by BCMI.  As of December 31,
1999, 16,652 sf of the commercial space (74%) was under lease  at
annual  rental rates ranging from $7.89 to $26.83  per  sf.   The
property  also maintains 44 operating hotel rooms at  an  average
nightly   rate  of  $126.45;  average  occupancy  for  1999   was
approximately  66%.  The hotel occupancy rate  for  the  previous
four years was 75% for 1998, 74% for 1997, 77% for 1996, and  78%
for  1995.  The average room rates were $128.06 for 1998, $106.06
for  1997, $100.92 for 1996, $94.54 for 1995 and $90.18 for 1994.
The  occupancy for the commercial space was 74% for 1999, 74% for
1998, 96% for 1997, and 97% for 1996.  The range for annual rents
was  $7.89 to $26.83 per sf for 1999, $7.11 to $26.26 per sf  for
1998, $7.11 to $25.82 per sf for 1997, and $5.53 to $25.27 per sf
for  1996.  There are two tenants who each occupy ten percent  or
more of the rentable square footage.  They operate principally as
a restaurant and a retail store.

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

                                      Total annual
          Number of      Total sf of rental covered    % of gross
            leases        expiring     by expiring   annual rental
 Year      expiring        leases         leases     from property
------    ---------      -----------  ------------   -------------

 2000         2             1,820        24,462            7%
 2001         4             5,334        48,780           13%
 2002         1               400         2,100           <1%
 2003         3             2,640        25,373            7%
 2004         0                 0             0            0%
 Thereafter   4             6,458        50,337           14%

              For  tax purposes, this property has a federal  tax
basis  of  $10,179,661 and is depreciated using the straight-line
method  with a useful life of 27.5 years.  The annual real estate
taxes  are  $67,506  which  is based  on  an  assessed  value  of
$3,343,870, 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 $1,081,669 at  December  31,
1999) bears interest at the Federal Reserve discount rate plus 2%
with  a  minimum of 7% and a maximum of 15% (7% at  December  31,
1999) and is due in October 2005.

             The property is managed by BCMI.  As of December 31,
1999,  8,296  sf of commercial space (88%) was rented  at  annual
rates  ranging from $8.00 per sf to $14.00 per sf.   At  December
31,  1999, 34 of the residential units (95%) were under lease  at
monthly   rental  rates  ranging  from  $677  to   $1,125.    All
residential leases are renewable, one-year leases.  The occupancy
for the residential units for the previous four years was 97% for
1998, 86% for 1997, 100% for 1996, and 97% for 1995.  The monthly
rental  range  has been approximately the same since  1996.   The
occupancy  for the commercial space for the previous  four  years
was  83% for 1998, 87% for 1997, 86% for 1996, and 97% for  1995.
The  range  for annual rents has been $7.56 to 12.60 per  sf  for
1998, $8.00 to $13.00 per sf for 1997, $6.00 to $13.00 per sf for
1996, and $6.00 to $12.00 per sf for 1995.

              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 covered    % of gross
            leases        expiring     by expiring   annual rental
 Year      expiring        leases         leases     from property
------    ---------      -----------  ------------   -------------
 2000         0                 0            0             0%
 2001         4             8,296       62,902            20%
 2002         0                 0            0             0%
 2003         0                 0            0             0%
 2004         0                 0            0             0%
 Thereafter   0                 0            0             0%

              For  tax purposes, this property has a federal  tax
basis  of  $2,945,074 and is depreciated using the  straight-line
method  with a useful life of 27.5 years.  The annual real estate
taxes are $29,059 which is based on an assessed value of $119,610
taxed  at a rate of $24.295 per $100.  It is the opinion  of  the
management  of  the  Registrant that the property  is  adequately
covered by insurance.

Item 3.   Legal Proceedings

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

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

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

                             PART II

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

           a.  There is no established public trading market  for
the  Units.  Registrant does not anticipate any such market  will
develop.   Trading  in  the Units occurs solely  through  private
transactions.  The Registrant is not aware of the prices at which
trades  occur.  Registrant's records indicate that  96  Units  of
record were sold or exchanged in 1999.

           b.  As  of  December 31, 1999, there are 2,563  record
holders of Units.

           c.  Registrant did not declare any cash  dividends  in
1999 or 1998.

Item 6.   Selected Financial Data

           The following selected financial data are for the five
years  ended  December  31, 1999.  The data  should  be  read  in
conjunction  with the consolidated financial statements  included
elsewhere  herein.  This data is not covered by  the  independent
auditors' report.

                    1999         1998         1997         1996        1995
                   ------       ------       ------       ------      ------

 Rental income  $ 5,015,476  $ 4,623,527  $ 4,463,462  $ 4,303,963  $ 4,103,099
 Hotel revenues   1,384,057    1,582,824    1,282,525    1,282,662    1,230,057
 Interest income     23,336       35,575       29,639       18,654       28,988
 Net loss        (4,292,936)  (2,980,282)  (3,457,494)  (2,262,184)  (2,426,416)
 Net loss per
  Unit              (206.38)     (143.27)     (166.22)     (108.75)     (116.65)
 Total assets
  (net of depreci-
  ation and
  amortization)  25,880,800   26,503,288   27,143,753   28,633,916   29,418,648
 Debt
  obligations    33,306,221   32,808,014   32,712,165   33,087,679   33,161,299

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

          (1)  Liquidity

              At  December  31,  1999,  Registrant  had  cash  of
$38,110.   Cash  generated from operations is used  primarily  to
fund operating expenses and debt service.  If cash flow proves to
be  insufficient, the Registrant will attempt to  negotiate  loan
modifications with the various lenders in order to remain current
on  all  obligations  and  to  defer administrative  costs.   The
Registrant is not aware of any additional sources of liquidity.

              As  of December 31, 1999, Registrant had restricted
cash of $1,508,524 consisting primarily of funds held as security
deposits,  replacement  reserves and escrows  for  taxes.   As  a
consequence of these restrictions as to use, Registrant does  not
deem these funds to be a source of liquidity.

               In   recent  years  the  Registrant  has  realized
significant  losses, including the foreclosure of  one  property,
due to the properties' inability to generate sufficient cash flow
to pay their operating expenses and debt service.  At the present
time,  all  three  remaining properties are  able  to  pay  their
operating expenses and debt service but it is unlikely  that  any
cash  will be available to the Registrant to pay its general  and
administrative expenses.  In the legal proceeding  involving  the
Morrison  Clark Inn (see "Results of Operations"  below  in  this
Item  7), a property formerly owned by the Registrant, if Capital
Bank  executes upon its $1,800,000 judgment with respect  to  the
Registrant, it is expected to have significant adverse impact  on
the  Registrant since there is insufficient available cash to pay
the  judgment.  Any such execution could result in a forced  sale
of   the   Registrant's  remaining  properties.    However,   the
Registrant  has  in the past been able to obtain  forbearance  on
execution for several years upon payment of a $20,000 fee to  the
judgment  creditor and believes it may be able to do so when  the
current forbearance period ends in July 2000.

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

          (2)  Capital Resources

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

          (3)  Results of Operations

              During  1999,  Registrant incurred a  net  loss  of
$4,292,936 ($206.38 per limited partnership unit), compared to  a
net loss of $2,980,282 ($143.27 per limited partnership unit), in
1998   and  a  net  loss  of  $3,457,494  ($166.22  per   limited
partnership unit), in 1997.

             Rental and hotel income increased from $5,745,987 in
1997  to  $6,206,351 in 1998 to $6,399,533 in 1999.  The increase
from  1998  to  1999 is due to an increase in residential  rental
income  at  Tindeco  Wharf, offset by a  decrease  at  Washington
Square. The increase in rental income at Tindeco Wharf is due  to
an  increase in average occupancy (64% to 80%). Washington Square
reflected  a  decrease  in rental income due  to  a  decrease  in
occupancy rates (97% to 95%).  The increase from 1997 to 1998  is
due   to  an  increase  in  residential  rental  income  at  both
Washington  Square and Tindeco Wharf due to an  increase  in  the
average  rental rates combined with an increase in  hotel  income
due  to  an  increase  in the average nightly  rate  ($106.06  to
$128.06) at the River Street Inn.

              Interest income increased from $29,639 in  1997  to
$35,575  in 1998 and decreased to $23,336 in 1999.  The  decrease
from  1998  to  1999 is the result of a decrease in the  interest
bearing  restricted cash balance at Tindeco Wharf.  The  increase
from 1997 to 1998 resulted from an increase in that balance.

             Rental operations expenses decreased from $1,858,158
in  1997  to  $1,850,883 in 1998 and increased to  $3,389,492  in
1999.  The  increase in rental operations expenses from  1998  to
1999  is  due to an increase in maintenance expense at Washington
Square  and  Tindeco  Wharf.  Maintenance  expense  increased  at
Washington  Square  due  to an increase in apartment  preparation
expense  caused  by  a  higher turnover of apartment  units.  The
increase  in  maintenance  expense at Tindeco  Wharf  is  due  to
planned   repairs  at  the  property  including   roof   repairs,
electrical and plumbing repairs, and painting. The decrease  from
1997  to  1998  resulted  mainly from a decrease  in  maintenance
expense  due to a lower turnover of apartment units  in  1998  as
compared  to  1997 at Washington Square and a decrease  in  legal
fees  at Tindeco Wharf due to nonrecurring fees incurred in  1997
in  connection with a review of the loan documents pertaining  to
the financing of the property.

              Hotel  operations expense increased from $1,385,410
in  1997  to  $1,423,018 in 1998 and decreased to  $1,215,631  in
1999.   The  decrease from 1998 to 1999 is due to a  decrease  in
food  and  maintenance  expense as a  result  of  a  decrease  in
occupancy throughout the year.  The increase from 1997 to 1998 is
due  to  an increase in legal fees partially offset by a decrease
in  administrative expenses.  Legal fees increased  due  to  fees
paid  in connection with a settlement agreement with the previous
loan guarantor in 1998.  Administrative expenses increased due to
a  misclassification  of  payments on a note  payable  where  the
payments should have been classified as administrative expenses.

              Partnership  administrative fees  incurred  in  the
amount   of  $1,333,786  during  1999  are  the  result  of   the
termination of the management agreement with Signature Management
Services at Tindeco Wharf.

              Interest expense increased from $3,975,462 in  1997
to  $4,007,500 in 1998 to $4,122,243 in 1999.  The increase  from
1998  to  1999 is due to an increase in interest expense  at  the
River  Street  Inn  and Tindeco Wharf. The increase  in  interest
expense  at  the  River Street Inn is due to an increase  in  the
principal  balance  due  to advances made by the  first  mortgage
holder  to fund building renovations.  Interest expense increased
at  Tindeco  Wharf  due to the accrual of interest  on  a  higher
average  balance  on the second mortgage.  The balance  increased
due  to  the capitalization of interest accrued but not  paid  on
certain loans, as described below.

               Depreciation   and  amortization  increased   from
$1,714,090  in  1997  to  $1,742,807 in  1998  and  increased  to
$1,790,439 in 1999.  The increase from 1998 to 1999 and from 1997
to 1998 is due to an increase at the River Street Inn and Tindeco
Wharf due to the depreciation of fixed asset additions.

              In  1999, losses of $3,768,069 were incurred at the
Registrant's three properties compared to $2,456,000 in 1998  and
$2,711,000     in    1997.     A    discussion    of     property
operations/activities follows:

               In  1999,  Tindeco  Wharf  sustained  a  loss   of
$2,824,155  including $1,233,000 of depreciation and amortization
expense  and  $904,000 of deferred interest (reflecting  interest
accrued  but  not  paid on the developer's and operating  deficit
loans)  compared to a loss of $1,559,000 including $1,201,000  of
depreciation and amortization expense and $1,094,000 of  deferred
interest  in 1998 and a loss of $1,642,000, including  $1,175,000
of depreciation and amortization expense and $708,000 of deferred
interest in 1997. The increase in the loss from 1998 to  1999  is
the  result  of the partnership administrative fee,  referred  to
above,  and an increase in maintenance, interest and depreciation
expense  combined  with a decrease in interest income,  partially
offset  by  an  increase  in  rental  income.   The  increase  in
maintenance  expense is due to planned repairs  at  the  property
including  roof,  electrical and plumbing repairs  and  painting.
Interest  expense increased due to the accrual of interest  on  a
higher  average  balance  on the second  mortgage.   Depreciation
expense  increased  due  to  the  depreciation  of  fixed   asset
additions.   Partnership  administrative  fees  incurred  in  the
amount   of  $1,333,786  during  1999  are  the  result  of   the
termination of the management agreement with Signature Management
Services.  The decrease in interest income is due to the decrease
in  the  interest bearing restricted cash balance. Rental  income
increased  due  to  an  increase  in  average  rental  rates  and
occupancy  (75% to 90%).  The decrease in the loss from  1997  to
1998  is  the result of an increase in residential rental  income
and  interest  income  combined with a  decrease  in  legal  fees
partially  offset  by  an increase in interest  and  depreciation
expense.   Residential rental income increased due to an increase
in  the average rental rates and interest income increased due to
an  increase  in  the balance of the interest bearing  restricted
cash.  Legal fees decreased due to nonrecurring fees incurred  in
1997 in connection with a review of the loan documents pertaining
to the financing of the property.  Interest expense increased due
to  an  increase in the principal balance upon which interest  is
calculated.    Depreciation  expense   increased   due   to   the
depreciation of fixed asset additions.

              In  1999, the River Street Inn sustained a loss  of
$936,000  including  $382,000  of depreciation  and  amortization
expense  compared  to  a loss of $907,000 including  $371,000  of
depreciation  and  amortization expense in 1998  and  a  loss  of
$1,038,000, including $372,000 of depreciation expense  in  1997.
The  increase in the loss from 1998 to 1999 is due to a  decrease
in  hotel  income  combined  with an  increase  in  interest  and
depreciation  expense,   offset  by  a  decrease  in   food   and
maintenance  expense. The decrease in hotel income is  due  to  a
decrease  in  occupancy (80% to 64%). Interest expense  increased
due  to  an increase in principal balance upon which interest  is
accrued due to advances made by the first mortgage holder to fund
building  repairs.  Depreciation expense  increased  due  to  the
depreciation of fixed asset additions. The decrease in  food  and
maintenance  expense  is  a result of  a  decrease  in  occupancy
throughout the year.  The decrease in the loss from 1997 to  1998
is due to an increase in hotel income combined with a decrease in
administrative expenses partially offset by an increase in  legal
fees.   Hotel income increased due to an increase in the  average
nightly   rate  ($106.06  to  $128.06).   Administrative  expense
increased  due  to  a  misclassification of payments  on  a  note
payable  where  the  payments  should  have  been  classified  as
administrative expenses.  Legal fees increased due to  fees  paid
in  connection  with  obtaining a settlement agreement  with  the
previous loan guarantor in 1998.

             FWP is involved in one legal proceeding as discussed
below:

               J.   A.   Jones  Construction  Company   ("Jones")
contracted  with FWP for the renovation of what was originally  a
warehouse  into  the  River  Street  Inn/Factor's  Walk.   During
construction, numerous disputes arose between the parties.  As  a
result  of those disputes, Jones abandoned the project  prior  to
completion   and  filed  suit  in  the  matter  of   J.A.   Jones
Construction  Company  v. Factor's Walk Partners  in  the  United
States  District Court for the Northern District of Georgia.   On
January  1, 1994, the court entered a judgment in favor of  Jones
and  against  FWP  in  the  amount of $1,069,017.   The  judgment
accrued  interest at 9.5% and $62,562 of interest was accrued  in
both 1994 and 1995.  FWP filed an appeal and this appeal was held
in abeyance while FWP and Jones participated in a court sponsored
settlement program.  On November 8, 1996, a settlement  agreement
was  reached  whereby  a  note in the amount  of  $1,000,000  was
issued.  The note calls for 6% interest until September 1,  1997,
with  the  rate increasing .5% on each August 1 thereafter  to  a
maximum  rate  of prime plus 2% (therefore, 7.5% at December  31,
1999) and is due on October 1, 2011.  Interest is due quarterly.

              On  June 30, 1992, DHP, Inc. assigned to D,  LTD  a
note  receivable,  from  FWP  to the Registrant,  that  had  been
assigned  to  DHP,  Inc.  The note was in the  stated  amount  of
$55,951  and bore interest at 10%; the note was due on  June  30,
1997.   On  January 13, 1994 D, LTD obtained a judgment  on  this
note  in  the  amount  of  $73,184  in  Common  Pleas  Court  for
Philadelphia County, Pennsylvania.  The judgment accrues interest
at  15%.  The judgment provided that all future distributions, in
any  form,  due  to  the Registrant on account of  its  ownership
interest  in  FWP be immediately delivered to D,  LTD.   Interest
accrued  during  1999 was $24,665. The balance  of  the  note  at
December 31, 1999 was $178,100.

             In 1999, Washington Square incurred a loss of $8,000
including $122,000 of depreciation expense compared to income  of
$10,000 including $117,000 of depreciation expense in 1998 and  a
loss  of  $31,000 including $113,000 of depreciation  expense  in
1997.   The  loss in 1999 is due to a decrease in  rental  income
combined with an increase in maintenance expense. The decrease in
rental income is due to a decrease in rental occupancy rates (97%
to  95%).  The  increase in maintenance  expense  is  due  to  an
increase  in  apartment preparation expense caused  by  a  higher
turnover of apartment units.  The decrease in the loss from  1997
to  1998 resulted mainly from an increase in rental income due to
an  increase in the average rental rates combined with a decrease
in  maintenance expense.  Maintenance expense decreased due to  a
lower turnover of apartment units in 1998 as compared to 1997.

              On  June 30, 1992, DHP, Inc. assigned to D,  LTD  a
note  receivable  from  the Registrant in the  stated  amount  of
$404,046.  The note bore interest at 10% and was due on June  30,
1997.  On March 23, 1993 D, LTD obtained a judgment on this  note
in  the amount of $454,299 in Common Pleas Court for Philadelphia
County,  Pennsylvania.   The judgment accrues  interest  at  15%.
Interest  accrued during 1999 and 1998 was $155,167 and $147,747,
respectively.   Payments on the judgment  are  to  be  made  from
available  cash  flow  from  Washington  Square  and  before  any
distribution  can  be made to the Registrant's limited  partners.
The balance of the note at December 31, 1999 is $1,048,973.

             The seller of Washington Square agreed to lend funds
to  the  Partnership to cover cash flow deficits for a  five-year
period  expiring  in  1990.   The  Partnership  borrowed  $97,008
through  December  1988.  The loan bears interest  at  12%,  with
principal  and  interest  payments out of  cash  flow.   Interest
accrued  during both 1999 and 1998 was $11,641.  The  balance  of
the note at December 31, 1999 was $236,700.

               In   February   1993,  one  of  the   Registrant's
properties, the Morrison-Clark Inn, was foreclosed by the lender.
In November 1993, the lender obtained a judgment in the matter of
Capital  Bank, N.A. v. Diversified Historic Investors II  in  the
amount  of $1,800,000.  In return for payment of $20,000, Capital
Bank  has agreed to forbear from executing on the judgment  until
July  6,  2000.   Although there have been  no  discussions,  the
Registrant  anticipates  that it  will  be  able  to  extend  the
forbearance   agreement  for  several  more  years  for   similar
consideration.

Item7A.    Quantitative and Qualitative Disclosures about  Market
Risk

          Not applicable.

Item 8.   Financial Statements and Supplementary Data

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

<PAGE>
                  Independent Auditor's Report

To the Partners of
Diversified Historic Investors II

We  have  audited the accompanying consolidated balance sheet  of
Diversified   Historic  Investors  II  (a  Pennsylvania   limited
partnership)  and subsidiaries as of December 31, 1999  and  1998
and the related statements of operations and changes in partners'
equity and cash flows for the years ended December 31, 1999, 1998
and  1997.   These  consolidated  financial  statements  are  the
responsibility    of   the   partnership's    management.     Our
responsibility  is  to express an opinion on  these  consolidated
financial  statements based on our audit.  We did not  audit  the
financial   statements  of  Tindeco  Wharf   Partnership,   which
statements reflect total assets of $18,324,708 and $19,072,099 as
of  December 31, 1999 and 1998, respectively, and total  revenues
of  $4,306,834  and $3,954,174, respectively for the  years  then
ended.   Those  statements were audited by other  auditors  whose
report has been furnished to us, and our opinion, insofar  as  it
relates to the amounts included for Tindeco Wharf Partnership, is
based solely on the report of the other auditors.

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

In  our opinion, based on our audits and the report of the  other
auditors, the consolidated financial statements referred to above
presents fairly, in all material respects, the financial position
of  Diversified  Historic Investors II  and  subsidiaries  as  of
December  31,  1999 and 1998, and the results of  operations  and
cash  flows for the years ended December 31, 1999, 1998 and  1997
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 28 is presented
for  the  purposes of additional analysis and is not  a  required
part  of  the  basic financial statements.  Such information  has
been subjected to the auditing procedures applied in the audit of
the  consolidated financial statements and, in our opinion, which
insofar  as  it  relates to Tindeco Wharf  Partnership  is  based
solely  on  the  report of other auditors,  such  information  is
fairly  stated in all material respects in relation to the  basic
financial statements taken as a whole.

As  discussed in Note C of the financial statements,  Diversified
Historic  Investors  II  is liable for payment  of  a  $1,800,000
guarantee resulting from the foreclosure on a property  in  1993.
In  the  past  the  partnership has been  able  to  continue  the
forebearance when the period ends in July, 2000.  If  the  lender
executes  judgment  it  is expected to have  significant  adverse
impact  on the partnership and could result in a forced  sale  of
the remaining properties.




Gross, Kreger & Passio
Philadelphia, Pennsylvania
April 5, 2000

<PAGE>

                  Independent Auditor's Report


To the Partners of
Tindeco Wharf Partnership

We  have audited the accompanying balance sheet of Tindeco  Wharf
Partnership  as of December 31, 1999, and the related  statements
of profit and loss, partners' deficit and cash flows for the year
then  ended.  The financial statements are the responsibility  of
the  Partnership's management.  Our responsibility is to  express
an opinion on these financial statements based on our audit.

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

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Tindeco  Wharf Partnership as of December 31, 1999,  and  the
results  of its operations, the changes in partners' deficit  and
its  cash  flows  for  the  year then ended  in  conformity  with
generally accepted accounting principles.


Grant Thorton
Philadelphia, Pennsylvania
April 3, 2000

<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, 1999  and       17
1998
   Consolidated Statements of Operations for  the  Years
Ended December 31, 1999, 1998, and 1997                        18

   Consolidated  Statements  of  Changes  in   Partners'
Equity  for the Years Ended December 31, 1999, 1998, and 1997  19

   Consolidated Statements of Cash Flows for  the  Years
Ended December 31, 1999, 1998, and 1997                        20

   Notes to consolidated financial statements                 21-27

Financial statement schedules:

   Schedule   XI   -   Real   Estate   and   Accumulated
Depreciation                                                   29

   Notes to Schedule XI                                        30




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

<PAGE>

                DIVERSIFIED HISTORIC INVESTORS II
                     (a limited partnership)

                   CONSOLIDATED BALANCE SHEETS
                   December 31, 1999 and 1998

                             Assets

                                              1999           1998
                                             ------         ------
Rental properties at cost:
  Land                                   $   934,582    $   934,582
  Buildings and improvements              41,139,001     40,542,742
  Furniture and fixtures                   3,324,505      3,026,576
                                         -----------    -----------
                                          45,398,088     44,503,900
  Less - accumulated depreciation        (22,962,044)   (21,218,232)
                                         -----------    -----------
                                          22,436,044     23,285,668

Cash and cash equivalents                     38,110        219,254
Restricted cash                            1,508,524      1,095,373
Accounts receivable                          133,272         71,582
Other assets (net of accumulated
 amortization of $398,407 and $351,780)    1,764,850      1,831,411
                                         -----------    -----------
          Total                          $25,880,800    $26,503,288
                                         ===========    ===========

                 Liabilities and Partners' Equity

Liabilities:
  Debt obligations                       $33,306,221    $32,808,014
  Accounts payable:
     Trade                                 3,241,235      2,827,452
     Related parties                       2,963,434      1,521,734
  Interest payable                        12,453,362     11,343,408
  Tenant security deposits                   249,938        249,134
  Other liabilities                        1,499,221      1,293,221
                                         -----------    -----------
          Total liabilities               53,713,411     50,042,963
                                         -----------    -----------
Partners' deficit                        (27,832,611)   (23,539,675)
                                         -----------    -----------
          Total                          $25,880,800    $26,503,288
                                         ===========    ===========

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

<PAGE>

                DIVERSIFIED HISTORIC INVESTORS II
                     (a limited partnership)

              CONSOLIDATED STATEMENTS OF OPERATIONS

      For the Years Ended December 31, 1999, 1998 and 1997


                                        1999        1998        1997
                                       ------      ------      ------
Revenues:
  Rental income                    $ 5,015,476  $4,623,527  $4,463,462
  Hotel income                       1,384,057   1,582,824   1,282,525
  Interest income                       23,336      35,575      29,639
                                   -----------  ----------  ----------
          Total revenues             6,422,869   6,241,926   5,775,626
                                   -----------  ----------  ----------
Costs and expenses:
  Rental operations                  2,055,706   1,850,883   1,858,158
  Hotel operations                   1,215,631   1,423,018   1,385,410
  General and administrative           198,000     198,000     300,000
  Partnership administrative fee     1,333,786           0           0
  Interest                           4,122,243   4,007,500   3,975,462
  Depreciation and amortization      1,790,439   1,742,807   1,714,090
                                   -----------  ----------  ----------
          Total costs and expenses  10,715,805   9,222,208   9,233,120
                                   -----------  ----------  ----------

Net loss                          ($ 4,292,936)($2,980,282)($3,457,494)
                                   ===========  ==========  ==========

Net loss per limited
 partnership unit                 ($    206.38)($  143.27) ($   166.22)
                                   ===========  =========   ==========

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

<PAGE>


                DIVERSIFIED HISTORIC INVESTORS II
                     (a limited partnership)

     CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY

      For the Years Ended December 31, 1999, 1998 and 1997


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

Balance at December 31, 1996       ($342,439) ($16,759,460) ($17,101,899)
Net loss                             (34,575)   (3,422,919)   (3,457,494)
                                    --------   -----------   -----------
Balance at December 31, 1997        (377,014)  (20,182,379)  (20,559,393)
Net Loss                             (29,803)   (2,950,479)   (2,980,282)
                                    --------   ------------  -----------
Balance at December 31, 1998        (406,817)  (23,132,858)  (23,539,675)
Net Loss                             (42,929)   (4,250,007)   (4,292,936)
                                    --------   -----------   -----------
Balance at December 31, 1999       ($449,746) ($27,382,865) ($27,832,611)
                                    ========   ===========   ===========

 (1) General Partner.

 (2) 20,593.3 limited partnership units outstanding at December 31, 1999,
     1998, and 1997.


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

<PAGE>


                DIVERSIFIED HISTORIC INVESTORS II
                     (a limited partnership)

              CONSOLIDATED STATEMENTS OF CASH FLOWS

      For the Years Ended December 31, 1999, 1998 and 1997

                                        1999         1998         1997
                                       ------       ------       ------
Cash flows from operating
 activities:
  Net loss                         ($4,292,936) ($2,980,282) ($3,457,494)
  Adjustments to reconcile net
   loss to net cash provided
   by operating activities:
Depreciation and amortization        1,790,439    1,742,807    1,714,090
Changes in assets and liabilities,
 net of disposals due to foreclosure:
  (Increase) decrease in restricted
   cash                               (413,151)     198,498        6,896
  (Increase) decrease in accounts
   receivable                          (61,690)     (22,671)      (1,414)
  Decrease (increase) in other assets   19,934      (94,299)     (22,207)
  Increase in accounts payable -
   trade                               413,783      261,649      357,244
  Increase (decrease) in accounts
   payable - related parties         1,441,700       25,331     (265,640)
  Increase in interest payable       1,109,954    1,767,006    1,263,277
  Increase in tenant security
   deposit                                 804        6,447        6,010
  Increase in other liabilities        206,000      183,535      981,954
                                    ----------   ----------   ----------
    Net cash provided by operating
     activities                        214,837    1,088,021      582,716
                                    ----------   ----------   ----------
Cash flows from investing activities:
  Capital expenditures                (894,188)  (1,035,729)    (215,746)
                                    ----------   ----------   ----------
    Net cash used in investing
     activities                       (894,188)  (1,035,729)    (215,746)
                                    ----------   ----------   ----------
Cash flows from financing activities:
  Borrowings under debt obligations  1,387,108      182,998            0
  Payments of principal under debt
   obligations                        (888,901)     (87,059)    (375,514)
                                    ----------   ----------   ----------
    Net cash provided by (used in)
     financing activities              498,207       95,939     (375,514)
                                    ----------   ----------   ----------
Increase (decrease) in cash and
 cash equivalents                     (181,144)     148,231       (8,544)
Cash and cash equivalents at
 beginning of year                     219,254       71,023       79,567
                                    ----------   ----------   ----------
Cash and cash equivalents at
 end of year                        $   38,110   $  219,254   $   71,023
                                    ==========   ==========   ==========

Supplemental Disclosure of
 Cash Flow Information:
  Cash paid during the year
   for interest                     $3,012,289   $2,240,494   $2,712,185


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

<PAGE>

                DIVERSIFIED HISTORIC INVESTORS II
                     (a limited partnership)


NOTE A - ORGANIZATION

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

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

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

1.   Principles of Consolidation

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

2.   Depreciation

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

3.   Finance Costs

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

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

Tindeco Wharf Partnership ("TWP") incurred $791,054 of settlement
fees  in  conjunction with a bond refinancing.  These  settlement
fees  are  included in other assets and are being amortized  over
the  term  of  the  bond  issue.   Accumulated  amortization  was
$165,544   and   $143,351  at  December  31,   1999   and   1998,
respectively.

4.   Cash and Cash Equivalents

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

5.   Net Income Per Limited Partnership Unit

The  net  income  per limited partnership unit is  based  on  the
weighted  average number of limited partnership units outstanding
during the period (20,593.3 in 1999, 1998 and 1997).

6.   Income Taxes

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

7.   Restricted Cash

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

8.   Revenue Recognition

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

9.   Rental Properties

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

10.  Use of Estimates

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

NOTE C - DEBT OBLIGATIONS

Debt obligations were as follows:

                                                    December 31,
                                                1999          1998
                                               ------        ------
Mortgage  loan,  interest  only  at  14%;   $ 6,531,626   $ 5,920,572
principal   due   December   31,    2015,
collateralized  by  the  related   rental
property

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

Mortgage  loans, interest at the  Federal     1,081,669     1,080,615
Reserve  Discount rate  plus  2%  with  a
minimum of 7% and a maximum of 15% (7% at
December  31,  1999 and 1998),  principal
and  interest payable monthly based on  a
20-year  amortization schedule; principal
due  October  1, 2005; collateralized  by
the related rental property

Mortgage revenue bonds comprised  of  the    16,639,455    16,737,463
following:   $1,440,000 of Serial  Bonds,
interest rates ranging from 4.6% to 6.1%,
maturing  semi-annually  from  June   20,
2000, to December 20, 2006; $1,650,000 of
Term  Bonds,  interest at 6.5%,  maturing
December  20,  2012; $8,260,000  of  Term
Bonds,   interest   at   6.6%,   maturing
December  20,  2024; $5,605,000  of  Term
Bonds,   interest   at   6.7%,   maturing
December 20, 2028; collateralized by  the
related rental property

Notes  payable  to a property  management             0        15,893
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

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

Note  payable  to  a developer,  interest
accrues  at 12%, of which 6% interest  is
payable  annually; deferred  interest  is
payable   out  of  cash  flow   after   a
preference return to the Partnership with
interest  accruing on the unpaid  amount;
principal and unpaid interest due at  the
earlier  of  sale or refinancing  of  the
property or 2005; unsecured                   2,300,000     2,300,000
                                            -----------   -----------
                                            $33,306,221   $32,808,014
                                            ===========   ===========

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

(B)  Interest and principal after August 1, 1990 due only to  the
     extent  of  available cash flow.  Any unpaid  principal  and
     interest is deferred.  Additional interest equal to  20%  of
     net  cash  flow from operations, as defined,  in  excess  of
     $1,075,000 is payable annually.  The lender is also entitled
     to  receive  10% of the net proceeds from the  sale  of  the
     property as defined.  No interest was paid during 1999, 1998
     or 1997.

Approximate maturities of mortgage loan obligations, at  December
31, 1999, for each of the succeeding five years are as follows:

Year Ending December 31,
                   2000                  $   408,003
                   2001                      119,017
                   2002                      131,154
                   2003                      144,528
                   2004                      159,267
                   Thereafter             32,344,252
                                         -----------
                                         $33,306,221
                                         ===========

NOTE E - ACQUISITIONS

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

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

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

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

In  October  1985,  the  Partnership was admitted,  with  an  85%
general  partner  interest,  to a Maryland  general  partnership,
which  owns a building located in Baltimore, Maryland, consisting
of  240  residential units and 41,307 square feet  of  commercial
space,  for  a  cash  capital contribution  of  $7,271,300.   The
Partnership subsequently purchased an additional 5% interest  for
$262,500.

NOTE F- COMMITMENTS AND CONTINGENCIES

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

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

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

J.  A.  Jones  Construction  Company  ("Jones")  contracted  with
Factor's  Walk Partners ("FWP"), a subsidiary of the Partnership,
for  the renovation of what was originally a warehouse, into  the
River  Street  Inn/Factor's Walk.  During construction,  numerous
disputes  arose  between  the parties.   As  a  result  of  those
disputes,  Jones  abandoned the project prior to  completion  and
filed  suit  in the matter of J.A. Jones Construction Company  v.
Factor's  Walk Partners in the United States District  Court  for
the  Northern District of Georgia.  On January 1, 1994, the court
entered  a  judgment  in favor of Jones and against  FWP  in  the
amount of $1,069,017.  The judgment accrued interest at 9.5%  and
$62,562 of interest was accrued in both 1995 and 1994.  FWP filed
an  appeal  which  was  held  in abeyance  while  FWP  and  Jones
participated  in  a  court  sponsored  settlement  program.    On
November  8, 1996, a settlement agreement was reached  whereby  a
note in the amount of $1,000,000 was issued.  The note calls  for
6% interest until September 1, 1997, with the rate increasing .5%
on  each  August  1  thereafter to a maximum  of  prime  plus  2%
(therefore,  7% at December 31, 1999) and is due  on  October  1,
2011.   Interest  is  due quarterly with the  first  payment  due
September 1, 1997.

NOTE G - RELATED PARTY TRANSACTIONS

On June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable,
from  FWP to the Partnership, that had been assigned to DHP, Inc.
The note was in the stated amount of $55,951 and bore interest at
10%;  the note was due on June 30, 1997.  On January 13, 1994  D,
LTD obtained a judgment on this note in the amount of $73,184  in
Common  Pleas  Court for Philadelphia County, Pennsylvania.   The
judgment accrues interest at 15%.  The judgment provides that all
future  distributions,  in any form, due to  the  Partnership  on
account   of  its  ownership  interest  in  FWP,  be  immediately
delivered to D, LTD.  Interest accrued during 1999 and  1998  was
$24,665  and  $21,249, respectively. The balance of the  note  at
December 31, 1999 was $178,100.

On  June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable
from  the Partnership in the stated amount of $404,046.  The note
bore interest at 10% and was due on June 30, 1997.  On March  23,
1993,  D,  LTD obtained a judgment on this note in the amount  of
$454,299   in   Common  Pleas  Court  for  Philadelphia   County,
Pennsylvania.   The judgment accrues interest at  15%.   Interest
accrued   during  1999  and  1998  was  $155,167  and   $147,747,
respectively.   Payments on the judgment  are  to  be  made  from
available  cash flow and before any distribution can be  made  to
the  Partnership's limited partners.  The balance of the note  at
December 31, 1999 was $1,048,973.

The  seller  of  Washington Square agreed to lend  funds  to  the
Partnership  to  cover cash flow deficits for a five-year  period
expiring  in  1990.   The  Partnership borrowed  $97,008  through
December  1988.   The loan bears interest at 12%, with  principal
and  interest payments out of cash flow.  Interest accrued during
both  1999  and  1998 was $11,641.  The balance of  the  note  at
December 31, 1999 was $236,700.

NOTE H - INCOME TAX BASIS RECONCILIATION

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

                                    For the Years Ended December 31,
                                     1999         1998          1997
                                    ------       ------        ------
Net loss - book                 ($ 4,292,936) ($ 2,980,282) ($ 3,457,494)
  Depreciation                       (79,205)      147,722       (86,047)
  Interest                           818,633     1,103,722     1,277,877
  Guarantor fees                     121,800       121,800       121,800
  Investor service fee                20,000        20,000      (200,000)
  Partnership administrative fee   1,333,786             0       342,000
  Other                                    0             0        (1,191)
Minority interest - tax only         124,189       179,674       147,592
                                 -----------   -----------   -----------
Net loss - tax                  ($ 1,953,733) ($ 1,407,364) ($ 1,855,463)
                                 ===========   ===========   ===========

Partners' equity - book         ($27,832,611) ($23,539,675) ($20,559,393)
Costs of issuance                  2,471,196     2,471,196     2,471,196
Cumulative tax over (under)
 book loss                         8,914,091     6,947,522     6,376,859
Facade easement donation (tax only)  203,778       203,778       203,778
Prior period adjustment               48,071        48,071        48,071
Capital adjustments (tax only)      (324,580)     (324,580)     (324,580)
                                 -----------   -----------   -----------
Partners' equity - tax          ($16,520,055) ($14,193,688) ($11,784,069)
                                 ===========   ===========   ===========



NOTE I - TERMINATION OF MANAGEMENT AGREEMENT

During  the  year  TWP terminated its management  agreement  with
Signature   Management   Services.   The  termination   agreement
requires  a  buyout totalling $1,350,000 of which  $1,333,786  is
included  under the caption "Partnership Administration  Fee"  in
the  Consolidated Statements of Operations and $16,214  of  which
was utilized to repay outstanding advances.

<PAGE>

                    SUPPLEMENTAL INFORMATION

<PAGE>


                     DIVERSIFIED HISTORIC INVESTORS II
                          (a limited partnership)

          SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
                            DECEMBER 31, 1999


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

                                          Buildings
                                             and
Description (a)    Encumbrances   Land   Improvements    Improvements

44 room hotel
with 21,500 square
feet of commer-
cial space in
Savannah, GA     $ 5,920,572   $200,000  $ 9,178,160    $   854,407

29 apartment
units and 9,500
square feet of
commercial space in
West Chester, PA   1,080,614     87,500    2,833,383         93,424


262 apartment units
and 39,000 square
feet of commercial
space in
Baltimore, MD     24,006,827    647,082    2,000,000     28,609,944
                 -----------   --------  -----------    -----------
                 $31,008,013   $934,582  $14,011,543    $29,557,775
                 ===========   ========  ===========    ===========


                 Gross Amount at which Carried at
                      December 31, 1999

                          Buildings                                        Date
                            and        Total     Accumulated   Date of      Ac-
Description(a)   Land    Improvements  (c) (d)    Depr.(d)(e)  Constr.(a) quired

44 room hotel
with 21,500 square
feet of commercial
space in                                                          1985-
Savannah, GA     $200,000  $10,236,661  $10,436,661  $ 5,416,269  1986   8/9/95

29 apartment
units and 9,500
square feet of
commercial space
space in
West Chester, PA   87,500    2,945,073    3,032,573    1,654,760  1985  10/1/85

262 apartment
units and 39,000
square feet of
commercial space                                                  1985-
in Baltimore, MD  647,082   31,281,772   31,928,854   15,891,015  1988  10/15/85
                 --------  -----------  -----------  -----------
                 $934,582  $44,463,506  $45,398,088  $22,962,044
                 ========  ===========  ===========  ===========

<PAGE>

                 DIVERSIFIED HISTORIC INVESTORS
                     (a limited partnership)

                      NOTES TO SCHEDULE XI

                        December 31, 1999

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

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

(C)  The  aggregate  cost of real estate owned  at  December  31,
     1999,  for  Federal  income  tax  purposes  is  $42,073,583.
     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:
                                        1999          1998         1997
                                       ------        ------       ------
Balance at beginning of year        $44,503,900   $43,468,171   $43,252,425
Additions during the year:
  Improvements                          894,188     1,035,729       215,746
                                    -----------   -----------   -----------
Balance at end of year              $45,398,088   $44,503,900   $43,468,171
                                    ===========   ============  ===========

Reconciliation of accumulated depreciation:
                                       1999          1998          1997
                                      ------        ------        ------
Balance at beginning of year        $21,218,232   $19,522,725   $17,857,486
Depreciation expense for the year     1,743,812     1,695,507     1,665,239
                                    -----------   -----------   -----------
Balance at end of year              $22,962,044   $21,218,232   $19,522,725
                                    ===========   ===========   ===========

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

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

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 partners of DoHA are as follows:

Name          Age        Position      Term in Office   Period Served

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

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

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

          d.   Family Relationships. None

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

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

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

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

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

          Donna M. Zanghi (age 41) was appointed on May 13,  1997
as  Vice  President  and  Secretary  of  EPK,  Inc.   Ms.  Zanghi
previously served as Secretary and Treasurer of DHP, Inc.   since
June  14,  1993 and as a Director and Secretary/Treasurer  of  D,
LTD.   She was associated with DHP, Inc. and its affiliates since
1984  except for the period from December 1986 to June  1989  and
the period from November 1, 1992 to June 14, 1993.

          Michele F. Rudoi (age 33) was appointed on May 13, 1997
as  Assistant Secretary of EPK, Inc.  Ms. Rudoi previously served
as  Assistant Secretary and Director of both D, LTD and DHP, Inc.
since January 27, 1993.

Item 11.  Executive Compensation

          a. Cash Compensation - During 1999, 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  1999,  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  1999 to DoHA, any partner  therein,  or  any
person named in paragraph c. of Item 10.

           d.  Compensation  of  Directors -  Registrant  has  no
directors.

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

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management

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

          b. Security Ownership of Management - None.

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

Item 13.  Certain Relationships and Related Transactions

          Pursuant to Registrant's Amended and Restated Agreement
of  Limited  Partnership, DoHA is entitled to 10% of Registrant's
distributable cash from operations in each year.   There  was  no
such share allocable to DoHA for fiscal years 1997 through 1999.

           a. Certain Business Relationships - Registrant has  no
directors.

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

<PAGE>

                             PART IV

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

          1. Financial Statements:

                             a.    Consolidated Balance Sheets  at
                 December 31, 1999 and 1998.

                             b.     Consolidated  Statements   of
                 Operations  for  the  Years Ended  December  31,
                 1999, 1998 and 1997.

                             c.     Consolidated  Statements   of
                 Changes in Partners' Equity for the Years  Ended
                 December 31, 1999, 1998 and 1997.

                             d.    Consolidated Statements of Cash
                 Flows  for  the Years Ended December  31,  1999,
                 1998 and 1997.

                             e.    Notes to consolidated financial
                 statements.

                      2.   Financial statement schedules:

                            a.    Schedule  XI- Real  Estate  and
                 Accumulated Depreciation.

                            b.   Notes to Schedule XI.

               3. Exhibits:

                 (a) Exhibit Number Document

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

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

                 (b) Reports on Form 8-K:

                     No  reports  were filed on Form 8-K during
                     the  quarter  ended December 31, 1999.

                 (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:  October 27, 2000       By: Dover Historic Advisors,
       ---------------            General Partner

                                  By: EPK, Inc., Partner

                                      By: /s/ Spencer Wertheimer
                                         -----------------------
                                         SPENCER WERTHEIMER
                                         President 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: EPK, Inc., Partner

    By: /s/ Spencer Wertheimer                     October 27, 2000
       -----------------------                     ----------------
       SPENCER WERTHEIMER
       President and Treasurer

    By: /s/ Michele F. Rudoi                       October 27, 2000
       ---------------------                       ----------------
       MICHELE F. RUDOI
       Assistant Secretary


<PAGE>