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           March 31, 2004
                               ---------------------------------------

                                  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.)

                 1521 Locust Street, Philadelphia, PA   19102
----------------------------------------------------------------------
           (Address of principal executive offices)   (Zip Code)

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

                                    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
             -----     -----

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).  Yes       No   X
                                                     -----    -----
This   Form  10-Q  contains  "unreviewed"  and  "unaudited"  financial
statements. Refer to the Explanatory Note on page 2.

<PAGE>


                           EXPLANATORY NOTE
                           ----------------

Diversified  Historic Investors II  (the "Registrant") is  filing  the
following Quarterly Report on Form 10-Q for the period ended March 31,
2004  containing  "unreviewed" and "unaudited" consolidated  financial
statements.

On  July  11,  2005  the  Securities and Exchange  Commission  ("SEC")
notified  the  Registrant of its non-compliance in  meeting  reporting
requirements  under  Section  13(a) or 15(d)  of  the  Securities  and
Exchange Act of 1934. The Registrant's inability to meet its reporting
requirements  is due to the dissolution of its former  auditor,  Gross
Kreger  &  Passio, LLC. This event was discussed in Item 4.01  of  the
Registrant's Form 8-K filed on June 27, 2005.

The  Registrant recently engaged a new firm, Russell Bedford  Stefanou
Mirchandani,  LLP  to  audit and review the  Registrant's  outstanding
consolidated financial statements. The audit fieldwork began  in  July
2005,  however, because of the time expected to be involved in  having
the  new  auditor  perform the audit and review  of  the  consolidated
financial statements, the Registrant cannot advise as to the  date  of
completion of the audit and the filing date of the amendment  to  this
quarterly  report. The Registrant will endeavor to proceed  with  this
audit as expeditiously as possible.

In the interim, pursuant to advice received by the SEC, the Registrant
is  filing  the consolidated financial statements contained throughout
this  quarterly report as "unreviewed" and "unaudited." The Registrant
intends to make its report fully compliant with SEC rules and promptly
thereafter will file an amendment to this report with the SEC.

<PAGE>

                    PART I - FINANCIAL INFORMATION
                    ------------------------------

Item 1.   Financial Statements
          --------------------

          The financial statements presented have not been reviewed or
          audited by an independent auditor

                   DIVERSIFIED HISTORIC INVESTORS II
                   ---------------------------------
                 (a Pennsylvania limited partnership)

                      CONSOLIDATED BALANCE SHEETS
                      ---------------------------
                              (Unaudited)

                                Assets
                                ------

                              March 31, 2004  December 31, 2003
                              --------------  -----------------

Rental properties, at cost:
 Land                          $   200,000        $   200,000
 Buildings and improvements     10,365,244         10,365,244
 Furniture and fixtures            855,612            855,612
                               -----------        -----------
                                11,420,856         11,420,856
Less - accumulated depreciation (7,215,838)        (7,109,896)
                               -----------        -----------
                                 4,205,018          4,310,960
Cash and cash equivalents            7,828             12,963
Restricted cash                     57,974             27,706
Accounts and notes receivable      183,815            131,673
Other assets (net of
 accumulated amortization of
 $123,045 and $119,916)            146,513            149,305
                               -----------        -----------
     Total                     $ 4,601,148        $ 4,632,607
                               ===========        ===========

                   Liabilities and Partners' Equity
                   --------------------------------
Liabilities:
 Debt obligations              $ 9,086,154        $ 9,076,704
 Accounts payable:
  Trade                          4,262,227          4,164,610
  Related parties                1,787,037          1,723,539
 Interest payable                3,034,667          2,931,268
 Accrued liabilities             1,734,674          1,650,964
 Tenant security deposits           15,786             14,385
                               -----------        -----------
     Total liabilities          19,920,545         19,561,470
Partners' deficit              (15,319,397)       (14,928,863)
                               -----------        -----------
     Total                     $ 4,601,148        $ 4,632,607
                               ===========        ===========


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

<PAGE>



                  DIVERSIFIED HISTORIC INVESTORS II
                  ---------------------------------
                 (a Pennsylvania limited partnership)

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 -------------------------------------
                              (Unaudited)


                                       Three months ended
                                           March 31,
                                       2004          2003
                                       ----          ----
Revenues:
 Rental income                      $ 74,912    $1,359,385
 Hotel income                        377,389       321,940
Interest income                            0         3,055
                                    --------    ----------
     Total revenues                  452,301     1,684,380
                                    --------    ----------
Costs and expenses:
 Rental operations                         0       520,745
 Hotel operations                    317,960       284,241
 Interest                            391,562     1,112,117
 Capital improvements                 24,241             0
 Depreciation and amortization       109,071       426,482
                                    --------    ----------
      Total costs and expenses       842,834     2,343,585
                                    --------    ----------
Net loss                           ($390,533)  ($  659,205)
                                    ========    ==========

Net loss per limited
 partnership unit                  ($  18.77)  ($    31.69)
                                    ========    ==========


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

<PAGE>



                  DIVERSIFIED HISTORIC INVESTORS II
                  ---------------------------------
                 (a Pennsylvania limited partnership)

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -------------------------------------
                              (Unaudited)

                                                 Three months ended
                                                      March 31,
                                                 2004          2003
                                                 ----          ----
Cash flows from operating activities:
 Net loss                                    ($390,533)    ($659,205)
 Adjustments to reconcile net loss to net
  cash provided by operating activities:
  Depreciation and amortization                109,071       426,482
 Changes in assets and liabilities:
  Increase in restricted cash                  (30,268)     (266,301)
  (Increase) decrease in accounts receivab     (52,142)       44,219
  (Increase) decrease in other assets             (337)       68,082
  Increase in accounts payable - trade          43,084       212,752
  Increase (decrease) in accounts
   payable -  related parties                  118,031       (67,192)
  Increase in interest payable                 103,399       304,534
  Increase in accrued liabilities               83,710        27,213
  Increase (decrease) in tenant
   security deposits                             1,400        (2,629)
                                             ---------    ----------
 Net cash (used in) provided by
  operating activities                         (14,585)       87,955
                                             ---------    ----------
Cash flow from investing activities:
 Capital expenditures                                0       (19,785)
                                             ---------    ----------
 Net cash used in investing activities               0       (19,785)
                                             ---------    ----------
Cash flows from financing activities:
 Borrowings under debt obligations               9,450             0
 Principal payments under debt obligations           0       (34,827)
                                             ---------    ----------
 Net cash provided by (used in)
  financing activities                           9,450       (34,827)
                                             ---------    ----------
(Decrease) increase in cash and cash
 equivalents                                    (5,135)       33,343
Cash and cash equivalents at beginning
 of period                                      12,963       119,481
                                             ---------    ----------
Cash and cash equivalents at end of period   $   7,828    $  152,824
                                             =========    ==========

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

<PAGE>


                  DIVERSIFIED HISTORIC INVESTORS II
                  ---------------------------------
                 (a Pennsylvania limited partnership)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              ------------------------------------------
                              (Unaudited)


NOTE 1 - BASIS OF PRESENTATION
------------------------------

We  have  prepared  the  consolidated financial statements  without  a
review or audit by an independent auditor. The new independent auditor
will  review the consolidated financial statements and the  Registrant
will endeavor to proceed with this audit as expeditiously as possible.
No   auditor   has  opined  that  the  "unreviewed"  and   "unaudited"
consolidated  financial  statements present fairly,  in  all  material
respects,  the financial position, the results of operations  or  cash
flows  of  the Registrant for the periods reported in accordance  with
generally accepted accounting principles.

The "unreviewed" and "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  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.


NOTE 2 - GAIN ON SALE
---------------------

The  Registrant  has determined that it is insolvent because  (i)  the
amount  of its liabilities exceeds the fair market value of its assets
and  (ii)  it  is  unable  to  pay  its  debts  as  they  become  due.
Accordingly,  pursuant to its Partnership Agreement, Registrant  began
the process of dissolution. In connection therewith, on June 30, 2003,
the  Registrant  transferred  its interest  in  Tindeco  Wharf  to  an
affiliate  of the owner of the second mortgage loan, which was  deemed
in  default, secured by the property of Tindeco Wharf Partnership.  At
transfer,  the  liabilities of Tindeco Wharf  exceeded  the  value  of
Registrant's interest in Tindeco Wharf. In exchange for such interest,
Registrant's  cost of dissolution, up to $100,000,  was  paid  by  the
holder of such second mortgage loan. The Registrant recognized a  book
gain on sale in the amount of $21,777,364.


NOTE 3 - SUSEQUENT EVENT
------------------------

In  June  2005, the River Street Inn located in Savannah, Georgia  was
foreclosed upon by the mortgage lender.


<PAGE>

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

     (1)     Liquidity

             As of March 31, 2004, Registrant had cash of $7,828.  The
Registrant  is  not  aware  of any additional  sources  of  liquidity.
Because Registrant's liabilities substantially exceed its assets,  and
its   ongoing   operational  expense  and  debt  service  requirements
substantially  exceed its available cash or cash flow,  Registrant  is
insolvent.

              As of March 31, 2004, Registrant had restricted cash  of
$57,974  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 two  properties,  due  to  the
properties'  inability to generate sufficient cash flow to  pay  their
operating expenses and debt service, and the sale of a third property.
As of June 2005, the Registrants remaining property, Factors Walk, was
foreclosed  upon  by  its  mortgage  holder.  As  a  result   of   the
foreclosure,  no  cash  was  available  to  the  Registrant  to   make
distributions  to  partners  or  pay the  general  and  administrative
expenses owed to the Registrant.

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

     (2)     Capital Resources

             Any capital expenditures needed are generally replacement
items  and  are  funded  out  of cash from operations  or  replacement
reserves, if any.

     (3)     Results of Operations

              During the first quarter of 2004, Registrant incurred  a
net loss of $390,533 ($18.77 per limited partnership unit) compared to
a  net loss of $659,205 ($31.69 per limited partnership unit) for  the
same period in 2003.

             Rental income decreased $1,284,473 from $1,359,385 in the
first  quarter  of  2003 to $74,912 in the same period  in  2004.  The
decrease in rental income is due to the sale of Tindeco Wharf on  June
30,  2003 and a decrease average commercial rental rates at the  River
Street Inn/Factors Walk.

             Hotel income increased $55,349 from $321,940 in the first
quarter  of 2003 to $377,289 in the same period in 2004.  The increase
in  hotel  income is due to an increase in average occupancy  (54%  to
66%) at the River Street Inn/Factors Walk.
..
             Interest income decreased $3,055 from $3,055 in the first
quarter  of  2003  to $0 in the same period in 2004. The  decrease  in
interest income is due to the sale of Tindeco Wharf on June 30, 2003.

              Rental operations expense is no longer incurred  due  to
the sale of Tindeco Wharf on June 30, 2003.

              Hotel  operations expense increased $33,719 from 284,241
in  the first quarter of 2003 to $317,960 in the same period of  2004.
The  increase  in hotel operations expense is due to the  increase  in
room  expense, maintenance expense and miscellaneous operating expense
at The River Street Inn/Factor's Walk. The increase in room expense is
due to an increase in package expense and guest supplies. The increase
in  maintenance expense is due to an increase in maintenance contracts
and electrical and mechanical expenses.  The increase in miscellaneous
operating  expense  is due to an increase in telephone  and  marketing
expenses.
              Interest  expense decreased $720,555 from $1,112,117  in
the  first quarter of 2003 to $391,562 in the same period in 2004. The
decrease  in interest expense is due to the sale of Tindeco  Wharf  on
June  30,  2003, partially offset by an increase at The  River  Street
Inn/Factor's  Walk  due  to  an addition to  principal  to  the  first
mortgage.

              Losses incurred during the first quarter of 2004 at  the
Registrant's properties were approximately $287,000.  Losses  incurred
during  the  first quarter of 2003 at the Registrant's two  properties
were approximately $566,000.

             On June 30, 2003, the Registrant transferred its interest
in  Tindeco Wharf to an affiliate of the owner of the second  mortgage
loan  secured by the property. At transfer, the liabilities of Tindeco
Wharf exceeded the value of Registrant's interest in Tindeco Wharf. In
exchange  for such interest, Registrant's cost of dissolution,  up  to
$100,000,  was  paid by the holder of such second mortgage  loan.  The
Registrant  recognized  a  book  gain  on  sale  in  the   amount   of
$21,777,364.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

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

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


Item 4.   Controls and Procedures
          -----------------------

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

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

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


<PAGE>


                      PART II - OTHER INFORMATION
                      ---------------------------


Item 1.   Legal Proceedings
          -----------------

             None.


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 5.   Other Information
          -----------------

             None.


Item 6.   Exhibits and Reports
          --------------------

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

            31 (Not attached)   Certification pursuant to  Rule
                                13a - 14(a) / 15d - 14(a)
                                (To be attached with amended 10-
                                Q/A)

            32 (Not attached)   Certification  pursuant  to  18
                                U.S.C. Section 1350, as Adopted
                                Pursuant to Section 906 of  the
                                Sarbanes-Oxley Act of 2002
                                (To be attached with amended 10-
                                Q/A)

<PAGE>

                              SIGNATURES
                              ----------

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

                         DIVERSIFIED HISTORIC INVESTORS II

                           By: Dover Historic Advisors, its general
                               partner

                              By: EPK, Inc., managing partner

Date: September 22, 2005           By: /s/ Spencer Wertheimer
      ------------------               ----------------------
                                       SPENCER WERTHEIMER
                                       President (principal executive
                                       officer, principal financial
                                       officer)

<PAGE>