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           September 30, 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
September   30,  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  field
work 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
                                ------
                                      September 30,    December 31,
                                          2004             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    (7,427,722)     (7,109,896)
                                     -----------     -----------
                                       3,993,134       4,310,960
Cash and cash equivalents                 13,358          12,963
Restricted cash                           58,362          27,706
Accounts  and  notes receivable          173,240         131,673
Other assets (net of amortization
 of $129,304 and $119,916)               143,380         149,305
                                     -----------     -----------
     Total                           $ 4,381,474     $ 4,632,607
                                     ===========     ===========


                 Liabilities and Partners' Equity
                 --------------------------------

Liabilities:
 Debt obligations                    $ 9,101,255     $ 9,076,704
 Accounts payable:
  Trade                                4,419,225       4,164,610
  Related parties                      1,921,608       1,723,539
 Interest payable                      3,197,624       2,931,268
 Tenant security deposits                 13,445          14,385
 Accrued liabilities                   1,719,944       1,650,964
                                     -----------     -----------
     Total liabilities                20,373,101      19,561,470
Partners' deficit                    (15,991,627)    (14,928,863)
                                     -----------     -----------
     Total                           $ 4,381,474     $ 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            Nine months
                        ended September 30,     ended September 30,
                         2004        2003        2004        2003
                         ----        ----        ----        ----
Revenues:
 Rental income        $122,399    $124,460  $  337,573  $ 2,987,545
 Hotel income          395,345     355,041   1,307,125    1,145,921
 Gain on sale                0           0           0   21,777,364
 Insurance Proceeds          0           0       3,256            0
 Interest income             0           0           0        6,004
                      --------    --------  ----------  -----------
  Total revenues       517,744     479,501   1,647,954   25,916,834
                      --------    --------  ----------  -----------
Costs and expenses:
 Rental operations           0           0           0    1,096,077
 Hotel operations      422,331     397,769   1,140,436    1,082,526
 Interest              399,603     385,115   1,186,314    2,427,928
 Capital improvements      230           0      56,754            0
 Depreciation and
  amortization         109,071     109,762     327,214      970,716
                      --------    --------  ----------  -----------
  Total costs and
   expenses            931,235     892,646   2,710,718    5,577,247
                      --------    --------  ----------  -----------
Net loss             ($413,491)  ($413,145)($1,062,764) $20,339,587
                      ========    ========  ==========  ===========

Net loss per limited
 partnership unit:   ($  19.88)  ($  19.86)($    51.09) $    977.80
                      ========    ========  ==========  ===========


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)

                                             Nine months ended
                                               September 30,
                                             2004          2003
                                             ----          ----

Cash flows from operating activities:
 Net (loss) income                       ($1,062,764) $20,339,587
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization              327,214      970,716
  Gain on sale - Tindeco Wharf                     0  (21,777,364)
 Changes in assets and liabilities:
  Increase in restricted cash                (30,656)    (650,245)
  Increase in accounts receivable            (41,567)     (51,142)
  (Increase) decrease in other assets         (3,461)     239,138
  Increase in accounts payable - trade        88,322       66,570
  Increase in accounts payable -
   related parties                           364,361      337,557
  Increase in interest payable               266,357      611,741
  Increase (decrease) in accrued
   liabilities                                68,980      (92,626)
  (Decrease) increase in tenant
   security deposits                            (941)      12,290
                                          ----------  -----------
 Net cash (used in) provided by
  operating activities                       (24,155)       6,222
                                          ----------  -----------
Net cash used in investing activities:
 Cash proceeds - sale of Tindeco Wharf             0      100,000
 Capital expenditures                              0     (152,172)
                                          ----------  -----------
Net cash used in investing activities              0      (52,172)
                                          ----------  -----------
Cash flows from financing activities:
 Borrowings under debt obligations            24,551            0
 Principal payments under debt obligations         0      (70,512)
                                          ----------  -----------
 Net cash provided by (used in)
  financing activities                        24,551      (70,512)
                                          ----------  -----------
Increase (decrease) in cash and cash
 equivalents                                     396     (116,462)

Cash and cash equivalents at beginning
 of period                                    12,962      119,481
                                          ----------  -----------
Cash and cash equivalents at end of
 period                                   $   13,358  $     3,019
                                          ==========  ===========

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 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.
The  Registrant recognized a book gain on sale in the  amount  of
$21,777,364.


NOTE 3 - SUBSEQUENT 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  September 30, 2004, Registrant had cash  of
$13,358. Cash generated from operations is used primarily to fund
operating   expenses  and  debt  service.  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 September 30, 2004, Registrant had restricted
cash  of  $58,362 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. 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  third  quarter  of  2004,  Registrant
incurred  a  net loss of $413,491 ($19.88 per limited partnership
unit)  compared  to  a net loss of $413,145 ($19.86  per  limited
partnership  unit) for the same period in 2003.   For  the  first
nine  months  of 2004, the Registrant recognized a  net  loss  of
$1,062,764  ($51.09 per limited partnership unit) compared  to  a
net  income of $20,339,587 ($977.80 per limited partnership unit)
for  the same period in 2003. Included in the net income for  the
first  nine months of 2003 is a gain on sale of Tindeco Wharf  of
$21,777,364.

              Rental income decreased $2,061 from $124,460 in the
third quarter of 2003 to $122,399 in the same period of 2004, and
decreased $2,649,972 from $2,987,545 in the first nine months  of
2003  to  $337,573  in  the same period of  2004.  Rental  income
decreased during the third quarter and first nine months of  2003
compared  to  the  same periods in 2004, due to the  decrease  in
average rental rates at Factors Walk.  For the first nine  months
of  2003  compared  to  the same period in  2004,  rental  income
decreased due to the sale of Tindeco Wharf on June 30, 2003.

              Hotel income increased $40,304 from $355,041 in the
third quarter of 2003 to $395,345 in the same period in 2004, and
increased  $161,204 from $1,145,921 in the first nine  months  of
2003  to $1,307,125 in the same period of 2004.  The increase  in
hotel income from the third quarter and first nine months of 2003
to the same periods in 2004 is due to an increase in average room
occupancy (64% to 74%).

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

              Hotel  operations  expense increased  $24,562  from
$397,769  in  the third quarter of 2003 to $422,331 in  the  same
period  of  2004  and increased $57,910 from $1,082,526  for  the
first  nine months of 2003 to $1,140,436 for the same  period  in
2004.  The  increase in hotel operations expense from  the  third
quarter  and the first nine months of 2003 compared to  the  same
periods  in  2004  is  due to an increase in wages  and  salaries
expense and insurance expense, partially offset by a decrease  in
room  expense and legal and accounting expense. The  increase  in
wages  and  salaries  expense is due to an increase  in  employee
benefits.   The increase in insurance expense is due to  changing
market  conditions.  The decrease in room expense  is  due  to  a
decrease in package expense and guest supplies.  The decrease  in
legal and accounting expense is due to a decrease in professional
fees.

              Interest expense increased $14,488 from $385,115 in
the  third  quarter of 2003 to $399,603 for the  same  period  in
2004. The increase in interest expense from the third quarter  of
2003  to the same period in 2004 is due an increase at The  River
Street Inn/Factor's Walk due to an addition to principal for  the
first mortgage.

               Interest   expense   decreased   $1,241,614   from
$2,427,928 in the first nine months of 2003 to $1,186,314 for the
same  period in 2004.  The decrease in interest expense from  the
first  nine months of 2003 to the same period in 2004 is  due  to
the sale of Tindeco Wharf on June 30, 2003.

               Losses   incurred  during  the  quarter   at   the
Registrant's properties were approximately $314,000 compared to a
loss of approximately $328,000 for the same period in 2003.   For
the  first  nine  months  of  2004, the  Registrant's  properties
incurred a loss of approximately $762,000 compared to a  loss  of
approximately $1,438,000 for the same period in 2003.

              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 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. 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)   General Partners Opinion
                                Certification
                                (To  be filed 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 filed 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 23, 2005           By: /s/ Spencer Wertheimer
      ------------------               ----------------------
                                       SPENCER WERTHEIMER
                                       President (principal executive
                                       officer, principal financial
                                       officer)

<PAGE>