UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC.  20549
                                 
                             FORM 10-Q
                                 
(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          June 30, 1996
                               ------------------------------------   
                                or

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

For the transition period from ________________ to_________________

Commission file number                   0-14645
                       -------------------------------------------- 
                      
                 DIVERSIFIED HISTORIC INVESTORS II
-------------------------------------------------------------------     
      (Exact name of registrant as specified in its charter)

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

    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
                                                  -----------------
                                   N/A
-------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed
                        since last report)

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
                                 ----   ----
<PAGE>

                  PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements.

             Consolidated Balance Sheets - June 30, 1996
             (unaudited) and December 31, 1995
             Consolidated Statements of Operations - Three Months
             and Six Months Ended June 30, 1996 and 1995
             (unaudited)
             Consolidated Statements of Cash Flows - Six Months
             Ended June 30, 1996 and 1995 (unaudited)
             Notes to Consolidated Financial Statements (unaudited)

Item 2.        Management's Discussion and Analysis of
               Financial Condition and Results of Operations.

               (1)  Liquidity

                     As  of  June 30, 1996, Registrant had cash  of
$67,745.  Such funds are expected to be used to pay the liabilities
of  the  Registrant  and to fund cash deficits of  the  properties.
Cash  generated from operations is used primarily to fund operating
expenses and debt service.  If cash flow proves to be insufficient,
the  Registrant  will attempt to negotiate loan modifications  with
the  various lenders in order to remain current on all obligations.
The Registrant is not aware of any additional sources of liquidity.

                     As of June 30, 1996, Registrant had restricted
cash  of  $1,140,712 consisting primarily of funds held as security
deposits, replacement reserves and escrows for taxes and insurance.
As a consequence of the 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
Factor's  Walk,  if  the final outcome were to be  adverse  to  the
Registrant,  the  property could be foreclosed.  If  a  foreclosure
were to occur, it is not likely to have a significant impact on the
Registrant's liquidity, as this property has generated little or no
cash flow to the Registrant.  In addition, if Capital Bank executes
on  its  judgment  against the Registrant, it is expected  to  have
significant  impact  on  the Registrant's  liquidity  the  judgment
amount  is  substantially in excess of the  Registrant's  available
cash  See Part II. Item 1.  Legal Proceedings.

                    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

                    Due to the relatively recent rehabilitations of
the  properties,  any  capital expenditures  needed  are  generally
replacement  items  and are funded out of cash from  operations  or
replacement  reserves, if any.  In the first quarter of  1996,  the
Registrant's wholly-owned affiliate, Factor's Walk Partners ("FWP")
entered into a lease with the owner of the building adjacent to the
River Street Inn (owned by FWP) with the intention of expanding the
inn.   The source of financing for this expansion has not yet  been
identified and the expansion has been deferred until financing  can
be  arranged.   The  Registrant is not aware of any  factors  which
would  cause  historical  capital  expenditure  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  the second quarter of 1996, Registrant
incurred  a  net  loss of $517,182 ($24.86 per limited  partnership
unit)  compared  to  a  net loss of $552,182  ($26.55  per  limited
partnership unit) for the same period in 1995.  For the  first  six
months  of  1996, the Registrant incurred a net loss of  $1,328,469
($63.86  per  limited partnership unit) compared to a net  loss  of
$1,195,516  ($57.47  per limited partnership  unit)  for  the  same
period in 1995.

                    Rental income increased $61,223 from $1,025,734
in  the second quarter of 1995 to $1,086,957 in the same period  in
1996 and increased $94,223 from $2,013,634 for the first six months
of  1995 to $2,107,857 in the same period on 1996.  The increase in
rental  income in both the second quarter and the first six  months
of 1996 as compared to the same periods in 1995 is the result of an
increase  in residential rental income at Tindeco Wharf due  to  an
increase in the average rental rates.

                     Hotel income increased $9,703 from $354,755 in
the  second quarter of 1995 to $364,458 in the same period in  1996
and  increased  $25,030 from $636,371 for the first six  months  of
1995  to  $661,401 for the same period in 1996.  The increases  are
due  to  increases in occupancy in the second quarter (86% to  88%)
and for the first six months (79% to 81%) of 1996 and increases  in
average  room  rates in the second quarter ($98.83 to $103.77)  and
for the first six months ($92.53 to $99.18) of 1996 as compared  to
the same periods in 1995.

                     Expense  for  rental operations  increased  by
$33,054 from $390,992 in the second quarter of 1995 to $424,046  in
the same period in 1996 and increased $89,595 from $776,220 for the
first  six months of 1995 to $865,515 for the same period in  1996.
Rental operations expense increased for both the second quarter and
the  first  six months of 1996 as compared to the same  periods  in
1995  due  to  increased  maintenance  and  utilities  expense   at
Washington Square resulting from inclement weather in the winter of
1996  and  an  increase  in utilities, management  fees  and  legal
expense  at Tindeco Wharf.  Utilities increased due to an  increase
in  average consumption while management fees increased due to  the
increase  in  rental  income.  Legal fees  increased  due  to  fees
incurred  in  connection with the approval  by  the  Department  of
Housing   and  Urban  Development  ("HUD")  of  a  new   management
agreement.

                    Hotel operations expense increased $10,898 from
$300,779  in  the second quarter of 1995 to $311,677  in  the  same
period  in  1996.  The increase in hotel operations was due  to  an
increase  in rent expense partially offset by a decrease  in  legal
fees.   Rent  expense  increased due to the execution  of  a  lease
between  FWP and the building adjacent to it with the intention  of
expanding the River Street Inn.  Legal fees in 1995 were in  excess
of those for 1996 due to a retainer paid in 1995 in connection with
the filing of an appeal to a lawsuit.

                     Hotel  operations  expense increased  $151,257
from $619,395 for the first six months of 1995 to $770,652 for  the
same  period in 1996.  The increase in hotel operations was due  to
an  increase in commissions, rent and maintenance expense partially
offset  by a decrease in legal fees.  Commissions and rent  expense
increased  due to the execution of the lease.  Maintenance  expense
increased due to repairs made to the air conditioning unit.   Legal
fees  in  1995 were in excess of those for 1996 due to  a  retainer
paid  in  1995  in connection with the filing of  an  appeal  to  a
lawsuit.

                    Interest expense decreased $6,289 from $778,274
in  the  second quarter of 1995 to $771,985 in the same  period  in
1996.  Interest expense decreased due to a decrease in the interest
rate on the indebtedness of FWP partially offset by an increase  in
the  principal balance upon which interest is calculated at Tindeco
Wharf.

                      Interest   expense  increased   $8,391   from
$1,529,640 for the first six months of 1995 to $1,538,031  for  the
same period in 1996.  Interest expense increased due to an increase
in  the  principal  balance upon which interest  is  calculated  at
Tindeco Wharf.

                     Losses  incurred  during the  quarter  at  the
Registrant's three properties amounted to $405,000, compared  to  a
loss  of  approximately $437,000 for the same period in 1995.   For
the  first  six  months of 1996 the Registrant's  three  properties
recognized a loss of $1,100,000 compared to approximately  $967,000
for the same period in 1995.

                     In  the  second  quarter of  1996,  Registrant
incurred a loss of $369,000 at Tindeco Wharf including $288,000  of
depreciation  and  amortization expense,  compared  to  a  loss  of
$380,000  in  the  second quarter of 1995,  including  $288,000  of
depreciation and amortization expense and for the first six  months
of  1996,  Registrant incurred a loss of $786,000 at Tindeco  Wharf
including  $576,000  of  depreciation  and  amortization   expense,
compared  to  a  loss  of $799,000 for the  same  period  in  1995,
including  $576,000 of depreciation and amortization expense.   The
decreased  loss  from both the second quarter  and  the  first  six
months  of  1995 to the same periods in 1996 is the  result  of  an
increase  in  residential rental income due to an increase  in  the
average  rental rates partially offset by an increase in utilities,
management  fees, legal and interest expense.  Utilities  increased
due  to  an  increase in average consumption while management  fees
increased  due  to  the  increase in  rental  income.   Legal  fees
increased  due to fees incurred in connection with the approval  by
HUD  of a new management agreement.  Interest expense increased due
to  an  increase  in the principal balance upon which  interest  is
calculated.

                     In  the  second  quarter of  1996,  Registrant
incurred  a  loss  of  $32,000 at The River  Street  Inn  including
$88,000  of  depreciation expense, compared to a  loss  of  $67,000
including $88,000 of depreciation expense in the second quarter  of
1995.   The decreased loss from the second quarter of 1995  to  the
same  period  in 1996 is the result of an increase in hotel  income
and  a decrease in legal fees and interest expense partially offset
by  an increase in rent expense.  Hotel income increased due to  an
increase in occupancy (86% to 88%) and an increase in average  room
rates  ($98.83 to $103.77).  Legal fees in 1995 were in  excess  of
those  for  1996 due to a retainer paid in 1995 in connection  with
the  filing of an appeal to a lawsuit.  Interest expense  decreased
due to a decrease in the variable interest rate (3.86% to 3.71%) on
the  financing  issued  with  respect to  the  acquisition  of  the
property.  Rent expense increased due to the execution of  a  lease
between  FWP and the building adjacent to it with the intention  of
expanding the River Street Inn.

                     For  the  first six months of 1996, Registrant
incurred  a  loss  of  $294,000 at The River Street  Inn  including
$177,000  of  depreciation expense, compared to a loss of  $184,000
for  the  same  period in 1995, including $177,000 of  depreciation
expense.  The increased loss from the first six months of  1995  to
the  same  period  in  1996  is  the  result  of  an  increase   in
commissions,  rent and maintenance expense partially  offset  by  a
decrease   in   legal  fees  and  an  increase  in  hotel   income.
Commissions and rent expense increased due to the execution of  the
lease  in  the  first  quarter  of  1996  and  maintenance  expense
increased due to repairs made to the air conditioning unit.   Legal
fees decreased due to a retainer paid in connection with the filing
of  an appeal to a lawsuit in 1995.  Hotel income increased due  to
an  increase in occupancy (79% to 81%) and an increase  in  average
room rates ($92.53 to $99.18).

                     In  the  second  quarter of  1996,  Registrant
incurred  a loss of $4,000 at Washington Square, including  $27,000
of  depreciation  expense, compared to income of $10,000  including
$27,000  of depreciation expense in the second quarter of 1995  and
for  the  first six months of 1996, Registrant incurred a  loss  of
$20,000  at  Washington  Square including $55,000  of  depreciation
expense, compared to income of $16,000 for the same period in 1995,
including  $55,000 of depreciation expense.  The  increase  in  the
loss from the first quarter and the first six months of 1995 to the
same  periods  in  1996 is due to an increase in rental  operations
expense.  The increase in rental operations expenses were due to an
increase  in maintenance and utilities expense resulting  from  the
inclement weather experienced in the winter of 1996.
<PAGE>
<TABLE>
                                               DIVERSIFIED HISTORIC INVESTORS II
                                             (a Pennsylvania limited partnership)
                                                               
                                                  CONSOLIDATED BALANCE SHEETS
                                                               
                                                               
                                                            Assets
<CAPTION>
                                             June 30, 1996         December 31, 1995
                                             -------------         -----------------     
                                               (Unaudited)
Rental properties, at cost:                                          
<S>                                          <C>                     <C>
Land                                         $     934,582           $     934,582
Buildings and improvements                      39,583,331              39,414,132
Furniture and fixtures                           2,650,472               2,650,472
                                             -------------           -------------
                                                43,168,385              42,999,186
Less - Accumulated depreciation                (17,027,021)            (16,210,001)
                                             -------------           -------------
                                                26,141,364              26,789,185
                                                                     
Cash and cash equivalents                           67,745                 114,922
Restricted cash                                  1,140,712                 692,027
Accounts and notes receivable                       35,786                  50,030
Other   assets  (net  of  amortization   of                           
$198,175 and $180,216 at June 30, 1996 and                           
December 31, 1995, respectively)                                     
                                                 1,494,908                1,772,484
                                               -----------              -----------                     
       Total                                   $28,880,515              $29,418,648
                                               ===========              ===========
<CAPTION>
                                               Liabilities and Partners' Equity

Liabilities:
<S>                                            <C>                     <C>
Debt obligations                               $33,076,570             $33,161,299
Accounts payable:                                                    
       Trade                                     1,034,824                 866,737
       Related parties                             645,737                 678,569
Interest payable                                 7,642,773               6,928,557
Accrued liabilities                              2,401,647               2,381,497
Tenant security deposits                           247,149                 241,704
                                               -----------             -----------                    
       Total liabilities                        45,048,700              44,258,363

Partners' equity                               (16,168,185)            (14,839,715)
                                               -----------             -----------                    
       Total                                   $28,880,515             $29,418,648
                                               ===========             ===========
  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>      
<TABLE>
                                         DIVERSIFIED HISTORIC INVESTORS II
                                       (a Pennsylvania limited partnership)
                                                               
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                               For the Three Months and Six Months Ended June 30, 1996 and 1995
                                                          (Unaudited)
<CAPTION>
                                        Three months                            Six months
                                       ended June 30,                         ended June 30,
                                  1996               1995                1996               1995
                               ----------         ----------          ----------         ----------                       
Revenues:                                                                               
<S>                            <C>                <C>                 <C>                <C>  
 Rental income                 $1,086,957         $1,025,734          $2,107,857         $2,013,634
 Hotel income                     364,458            354,755             661,401            636,371
 Interest income                    6,182              4,363              10,888             13,713
                               ----------         ----------          ----------         ----------
   Total revenues               1,457,597          1,384,852           2,780,146          2,663,718
                               ----------         ----------          ----------
Costs and expenses:                                                                     
 Rental operations                424,046            390,992             865,815            776,220
 Hotel operations                 311,677            300,779             770,652            619,395
 General and                                                                             
   administrative                  49,500             49,500              99,000             99,000
 Interest                         771,985            778,274           1,538,031          1,529,640
 Depreciation and                                                                        
   amortization                   417,571            417,489             835,117            834,979
                               ----------         ----------          ----------         ----------
   Total costs and                                                                      
            expenses            1,974,779          1,937,034           4,108,615          3,859,234
                               ----------         ----------          ----------         ----------
Net loss                      ($  517,182)       ($  552,182)        ($1,328,469)       ($1,195,516)
                               ==========         ==========          ==========         ==========
Net loss per limited                                                                    
 partnership unit             ($    24.86)       ($    26.55)        ($    63.86)       ($    57.47)
                               ==========         ==========          ==========         ==========         
  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                                               DIVERSIFIED HISTORIC INVESTORS II
                                             (a Pennsylvania limited partnership)
                                                               
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        For the Six Months Ended June 30, 1996 and 1995
                                                          (Unaudited)
<CAPTION>
                                                                   Six months ended
                                                                       June 30,
                                                              1996                1995
Cash flows from operating activities:                      -----------        -----------                   
<S>                                                        <C>                <C>  
 Net loss                                                  ($1,328,469)       ($1,195,516)
 Adjustments to reconcile net loss to net cash provided                       
by operating activities:
Depreciation and amortization                                  835,117            834,979
Changes in assets and liabilities:                                            
 Increase in restricted cash                                  (448,685)          (298,061)
 Decrease in accounts receivable                                14,244              7,003
 Decrease in other assets                                      259,478            266,091
 Increase in accounts payable - trade                          168,087             19,586
 Decrease in accounts payable - related parties                (32,832)           (83,464)
 Increase in interest payable                                  714,216            496,325
 Increase in accrued liabilities                                20,150            223,006
 Increase (decrease) in tenant security deposits                 5,445             (5,370)
                                                            ----------         ----------  
 Net cash provided by operating activities                     206,751            264,579
                                                            ----------         ----------
Cash flows from investing activities:                                         
 Capital expenditures                                         (169,199)           (66,903)
                                                            ----------         ----------
Net cash used in investing activities                         (169,199)           (66,903)
                                                            ----------         ----------                                   
Cash flows from financing activities:                                         
 Principal payments                                            (84,729)          (176,267)
                                                            ----------         ----------
 Net cash used in financing activities                         (84,729)          (176,267)
                                                            ----------         ----------
(Decrease) increase in cash and cash equivalents               (47,177)            21,409

Cash and cash equivalents at beginning of period               114,922            101,340
                                                            ----------         ----------                                   
Cash and cash equivalents at end of period                  $   67,745         $  122,749
                                                            ==========         ==========
  The accompanying notes are an integral part of these financial statements.
</TABLE> 
<PAGE>
                 DIVERSIFIED HISTORIC INVESTORS II
               (a Pennsylvania limited partnership)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements of Diversified Historic
Investors II (the "Registrant") and related notes have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.  
Accordingly, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and 
regulations.   The accompanying consolidated financial statements and
related notes should be read in conjunction with the audited financial
statements in Form 10-K of the Registrant, and notes thereto, for the year
ended December 31, 1995.

The information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of the interim periods presented.

                    PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

The Registrant has been involved in two legal proceedings as discussed below:

                         (a)  J. A. Jones Construction Company ("Jones") 
contracted with Factor's Walk Partners ("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 accrues interest at
9.5% and $30,780 of interest was accrued in the first six months of 1996.
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 appeal.
A final outcome adverse to FWP is a reasonable probability.  However,  FWP
continues to participate in negotiations with Jones, which the Registrant
believes will lead to a settlement that will allow FWP to retain ownership of
the property.  If no settlement occurs and an adverse appellate ruling is
handed down, the property could be foreclosed.

                      (b)  In May 1992, a Partnership 69% owned by the
Registrant filed a reorganization petition pursuant to Chapter 11 of the U.S.
Bankruptcy Code to forestall foreclosure on the property owned by it by a
lender.  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 deficiency judgment in the matter of Capital
Bank, N.A. v. Diversified Historic Investors II in the amount of $1,800,000.
In return for payment of $20,000, Capital Bank has agreed to forebear from
executing on the judgment until July 6, 1997.

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

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

Item 6.        Exhibits and Reports on Form 8-K

               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 on Form 10-
                          K,  previously  filed and  incorporated
                          herein by reference.

                   (b)   Reports on Form 8-K:

                  No  reports  were filed on Form  8-K  during  the
                  quarter ended June 30, 1996.

<PAGE>
                            SIGNATURES

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

Date:  August 6, 1996         DIVERSIFIED HISTORIC INVESTORS II

                                 By: Dover Historic Advisors,
                                 General Partner
                                         
                                     By: DHP, Inc., Partner
                                                  
                                         By: /s/ Donna M. Zanghi
                                            -----------------------
                                            DONNA M. ZANGHI,
                                            Secretary and Treasurer