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, 1997
                               ---------------------------------------
                                  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    X       No
<PAGE>
                    PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements.

             Consolidated Balance Sheets - June 30, 1997 (unaudited)
             and December 31, 1996
             Consolidated Statements of Operations - Three Months and
             Six Months Ended June 30, 1997 and 1996 (unaudited)
             Consolidated Statements of Cash Flows - Six Months Ended
             June 30, 1997 and 1996 (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, 1997, Registrant  had  cash  of
$209,860.   Such funds are expected to be used to pay the  liabilities
and  general and administrative expenses 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, 1997, Registrant had  restricted
cash  of  $991,616  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 Morrison Clark, if Capital Bank executes on
its   judgment  against  the  Registrant,  it  is  expected  to   have
significant  impact on the Registrant's liquidity as no cash  will  be
available to pay the operating expenses of the properties.   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.  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  1997,  Registrant
incurred a net loss of $975,562 ($46.90 per limited partnership  unit)
compared  to  a  net loss of $517,182 ($24.86 per limited  partnership
unit)  for the same period in 1996.  For the first six months of 1997,
the  Registrant incurred a net loss of $1,652,234 ($79.43 per  limited
partnership  unit)  compared to a net loss of $1,328,469  ($63.86  per
limited partnership unit) for the same period in 1996.

                    Rental income increased $27,777 from $1,086,957 in
the  second quarter of 1996 to $1,114,734 in the same period  in  1997
and increased $84,112 from $2,107,857 for the first six months of 1996
to  $2,191,969  in  the same period on 1997.  The increase  in  rental
income in both the second quarter and the first six months of 1997  as
compared  to the same periods in 1996 is the result of an increase  in
residential rental income at Tindeco Wharf and Washington  Square  due
to an increase in the average rental rates.

                     Hotel  income decreased $21,005 from $364,458  in
the  second quarter of 1996 to $343,453 in the same period in 1997 and
decreased  $20,310 from $661,401 for the first six months of  1996  to
$641,091  for  the  same period in 1997.  The  decreases  are  due  to
decreases in occupancy in the second quarter (88% to 80%) and for  the
first six months (81% to 75%) of 1997 partially offset by increases in
average room rates in the second quarter ($103.77 to $105.96) and  for
the  first six months ($99.18 to $104.22) of 1997 as compared  to  the
same periods in 1996.

                    Expense for rental operations increased by $47,283
from  $424,046 in the second quarter of 1996 to $471,329 in  the  same
period  in 1997 and increased $32,367 from $865,515 for the first  six
months  of  1996  to  $898,182 for the same period  in  1997.   Rental
operations expense increased for both the second quarter and the first
six  months of 1997 as compared to the same periods in 1996 due to  an
increase in legal fees at Tindeco Wharf resulting from a review of the
underlying   loan  documents  partially  offset  by  a   decrease   in
maintenance  and  utilities  expense at  Washington  Square  as  these
expenses  returned to more normal levels from those in the  comparable
levels of 1996 resulting from inclement weather in the winter of 1996.

                     Hotel operations expense increased $231,926  from
$311,677 in the second quarter of 1996 to $543,603 in the same  period
in  1997.  The increase in hotel operations was due to an increase  in
administrative expense partially offset by a decrease in rent expense.
Administrative expense increased due to a misapplication  of  payments
on  a  note payable where the payments should have been classified  as
administrative  expenses  while rent  expense  decreased  due  to  the
assignment  of  the  lease to another entity which  will  develop  the
adjacent property.

                     Hotel  operations expense increased $44,870  from
$770,652  for  the first six months of 1996 to $815,522 for  the  same
period  in  1997.   The increase in hotel operations  was  due  to  an
increase  in administrative expense partially offset by a decrease  in
commissions and rent expense.  Administrative expense increased due to
a  misapplication  of payments on a note payable  where  the  payments
should  have  been classified as administrative expenses.  Commissions
expense decreased due to the execution of a lease in the first quarter
of  1996,  between  Factor's Walk Partners ("FWP")  and  the  building
adjacent  to it with the intention of expanding the River Street  Inn,
while  rent  expense decreased due to the assignment of the  lease  to
another entity which will develop the adjacent property.

                     Interest expense increased $183,416 from $771,985
in  the second quarter of 1996 to $955,401 in the same period in  1997
and  increased  $312,825 from $1,538,031 for the first six  months  of
1996  to  $1,850,856  for the same period in 1997.   Interest  expense
increased  due  to  an increase in the principal  balance  upon  which
interest  is  calculated  at Tindeco Wharf  and  an  increase  in  the
interest rate at Factor's Walk.

                      Losses  incurred  during  the  quarter  at   the
Registrant's three properties amounted to $888,000, compared to a loss
of  approximately $405,000 for the same period in 1996.  For the first
six months of 1997 the Registrant's three properties recognized a loss
of $1,433,000 compared to approximately $1,100,000 for the same period
in 1996.

                    In the second quarter of 1997, Registrant incurred
a loss of $436,000 at Tindeco Wharf including $288,000 of depreciation
and amortization expense, compared to a loss of $369,000 in the second
quarter  of  1996, including $288,000 of depreciation and amortization
expense.   The increased loss from the second quarter of 1996  to  the
same  period  in  1997  is  the result of an increase  in  legal  fees
partially offset by an increase in residential rental income due to an
increase  in  the average rental rates.  Legal fees increased  due  to
fees  incurred  in  connection with a review of  the  underlying  loan
documents.

                     For  the  first  six months of  1997,  Registrant
incurred  a  loss of $806,000 at Tindeco Wharf including  $565,000  of
depreciation and amortization expense, compared to a loss of  $786,000
for  the  same period in 1995, including $576,000 of depreciation  and
amortization  expense.  The increase in the loss from  the  first  six
months of 1996 to the same period in 1997 is the result of an increase
in  interest expense and legal fees partially offset by an increase in
residential  rental  income due to an increase in the  average  rental
rates  and  a  decrease  in  depreciation expense.   Interest  expense
increased  due  to  an increase in the principal  balance  upon  which
interest  is calculated and legal fees increased due to fees  incurred
in  connection  with  a  review  of  the  underlying  loan  documents.
Depreciation  expense  decreased due to the fact  that  some  personal
property became fully depreciation in the first quarter of 1997.

                    In the second quarter of 1997, Registrant incurred
a  loss  of  $460,000  at The River Street Inn  including  $93,000  of
depreciation expense, compared to a loss of $32,000 including  $88,000
of  depreciation expense in the second quarter of 1996.  The increased
loss from the second quarter of 1996 to the same period in 1997 is the
result  of  a  decrease in hotel income combined with an  increase  in
interest, administrative and amortization expenses partially offset by
an  increase  in commercial rental income combined with a decrease  in
commissions  and  rent  expense.  Hotel  income  decreased  due  to  a
decrease in occupancy (88% to 80%) partially offset by an increase  in
the  average  room  rates ($103.77 to $105.96)  and  interest  expense
increased  due  to  an increase in the interest rate.   Administrative
expense  increased  due  to a misapplication of  payments  on  a  note
payable   where   the   payments  should  have  been   classified   as
administrative  expenses while amortization expense increased  due  to
the  amortization of leasing commissions.  Rental income increased due
to  an increase in the average occupancy of the commercial space  (90%
to  93%).   Commissions expense decreased due to the  execution  of  a
lease  in  the  first quarter of 1996, between FWP  and  the  building
adjacent  to it with the intention of expanding the River Street  Inn,
while  rent  expense decreased due to the assignment of the  lease  to
another entity which will develop the adjacent property.

                     For  the  first  six months of  1997,  Registrant
incurred a loss of $632,000 at The River Street Inn including $185,000
of  depreciation expense, compared to a loss of $294,000 for the  same
period  in  1996,  including  $177,000 of depreciation  expense.   The
increased loss from the first six months of 1996 to the same period in
1997  is  the  result of a decrease in hotel income combined  with  an
increase   in  interest,  administrative  and  amortization   expenses
partially  offset  by  an increase in rental income  combined  with  a
decrease in commissions and rent expense.  Hotel income decreased  due
to  a  decrease  in  occupancy (81% to 75%)  partially  offset  by  an
increase  in  the average room rates ($99.18 to $104.22) and  interest
expense   increased  due  to  an  increase  in  the   interest   rate.
Administrative expense increased due to a misapplication  of  payments
on  a  note payable where the payments should have been classified  as
administrative  expenses while amortization expense increased  due  to
the  amortization of leasing commissions.  Rental income increased due
to  an increase in the average occupancy of the commercial space  (90%
to  93%).   Commissions expense decreased due to the  execution  of  a
lease  in  the  first quarter of 1996, between FWP  and  the  building
adjacent  to it with the intention of expanding the River Street  Inn,
while  rent  expense decreased due to the assignment of the  lease  to
another entity which will develop the adjacent property.

                      In   the  second  quarter  of  1997,  Registrant
recognized income of $8,000 at Washington Square, including $28,000 of
depreciation  expense, compared to a loss of $4,000 including  $27,000
of  depreciation  expense in the second quarter of 1996  and  for  the
first  six  months of 1997, Registrant recognized income of $5,000  at
Washington Square including $55,000 of depreciation expense,  compared
to a loss of $20,000 for the same period in 1996, including $55,000 of
depreciation  expense.   The decrease in  the  loss  from  the  second
quarter  and the first six months of 1996 to the same periods in  1997
is  due  to  an  increase in rental income due to an increase  in  the
average  rental  rates combined with a decrease in  rental  operations
expense.   Rental operations expense decreased due to  a  decrease  in
maintenance and utilities expense as a result of the inclement weather
experienced in the winter of 1996.
<PAGE>
                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)
                                   
                      CONSOLIDATED BALANCE SHEETS
                                   
                                   
                                Assets

                                        June 30, 1997         December 31, 1996
                                         (Unaudited)
Rental properties, at cost:                                          
Land                                    $     934,582           $     934,582
Buildings and improvements                 39,682,568              39,577,198
Furniture and fixtures                      2,740,645               2,740,645
                                           ----------              ----------
                                           43,357,795              43,252,425
Less - Accumulated depreciation           (18,661,246)            (17,857,486)
                                           ----------              ----------
                                           24,585,549              25,394,939
                                                                     
Cash and cash equivalents                     209,860                  79,567
Restricted cash                               991,616               1,300,767
Accounts and notes receivable                  42,911                  47,497
Other   assets  (net  of  amortization of                           
$268,282 and $239,940 at June 30, 1997 and                           
December 31, 1996, respectively)                                     
                                            1,639,793               1,811,146
                                           ----------              ----------
       Total                              $27,580,729             $28,633,916
                                           ==========              ==========

                   Liabilities and Partners' Equity

Liabilities:
Debt obligations                          $32,446,089             $33,087,679
Accounts payable:                                                    
       Trade                                2,460,957               2,208,559
       Related parties                        794,701                 611,243
Interest payable                            9,172,992               8,313,125
Accrued liabilities                         1,214,216               1,278,532
Tenant security deposits                      245,907                 236,677
                                           ----------              ----------
       Total liabilities                   46,334,862              45,735,815
                                           ----------              ----------
Partners' equity                          (18,754,133)            (17,101,899)
                                           ----------              ----------
       Total                              $27,580,729             $28,633,916
                                           ==========              ==========

The accompanying notes are an integral part of these financial statements.
<PAGE>
                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)
                                   
                 CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Three Months and Six Months Ended June 30, 1997 and 1996
                              (Unaudited)

                                  Three months               Six months
                                ended June 30,              ended June 30,
                              1997          1996           1997        1996
                             ------        ------         ------      ------
Revenues:              
 Rental income             $1,114,734    $1,086,957    $2,191,969   $2,107,857
 Hotel income                 343,453       364,458       641,091      661,401
 Interest income                7,501         6,182        11,026       10,888
                            ---------     ---------     ---------    ---------
   Total revenues           1,465,688     1,457,597     2,844,086    2,780,146
                            ---------     ---------     ---------    ---------
Costs and expenses:   
 Rental operations            471,329       424,046       898,182      865,815
 Hotel operations             543,603       311,677       815,522      770,652
 General and                                                     
   administrative              49,500        49,500        99,000       99,000
 Interest                     955,401       771,985     1,850,856    1,538,031
 Depreciation and                                                 
   amortization               422,417       417,571       832,760      835,117
                            ---------     ---------     ---------    ---------
   Total costs and         
            expenses        2,442,250     1,974,779     4,496,320    4,108,615
                            ---------     ---------     ---------    ---------
Net loss                  ($  975,562)  ($  517,182)  ($1,652,234) ($1,328,469)
                            =========     =========     =========    =========
Net loss per limited 
 partnership unit         ($    46.90)  ($    24.86)  ($    79.43) ($    63.86)
                            =========     =========     =========    ========= 

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
            For the Six Months Ended June 30, 1997 and 1996
                              (Unaudited)

                                                         Six months ended
                                                              June 30,
                                                        1997           1996
                                                       ------         ------ 
Cash flows from operating activities:                                         
 Net loss                                          ($1,652,234)   ($1,328,469)
 Adjustments to reconcile net loss to net cash 
   provided by operating activities:
Depreciation and amortization                          832,760        835,117
Changes in assets and liabilities:                                            
 Decrease (increase) in restricted cash                309,151       (448,685)
 Decrease in accounts receivable                         4,586         14,244
 Decrease in other assets                              142,353        259,478
 Increase in accounts payable - trade                  252,398        168,087
 Increase (decrease) in accounts payable - 
   related parties                                     183,458        (32,832)
 Increase in interest payable                          859,867        714,216
 (Decrease) increase in accrued liabilities            (64,316)        20,150
 Increase in tenant security deposits                    9,230          5,445
                                                     ---------      ---------
 Net cash provided by operating activities             877,253        206,751
                                                     ---------      --------- 
Cash flows from investing activities:                                         
 Capital expenditures                                 (105,370)      (169,199)
                                                     ---------      --------- 
Net cash used in investing activities                 (105,370)      (169,199)
                                                     ---------      --------- 
Cash flows from financing activities:                                         
 Principal payments                                   (641,590)       (84,729)
                                                     ---------      --------- 
Net cash used in financing activities                 (641,590)       (84,729)
                                                     ---------      ---------
Increase (decrease) in cash and cash equivalents       130,293        (47,177)
                                                                              
Cash and cash equivalents at beginning of period        79,567        114,922
                                                     ---------      --------- 
Cash and cash equivalents at end of period          $  209,860     $   67,745
                                                     =========      =========

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

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, 1996.

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

                In May 1992, a Partnership 69% owned by the Registrant
filed  a  reorganization petition pursuant to Chapter 11 of  the  U.S.
Bankruptcy Code in order to forestall foreclosure by a lender  on  the
property  owned by it.  In addition, the lender filed a claim  against
the  Registrant on its guaranty of payment of its debt.   In  February
1993,  the lender, with permission of the bankruptcy court, foreclosed
on  the property.  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 forebear from executing on  the  judgment
until July 6, 1998.

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

               (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.

               (b)   Reports on Form 8-K:

                     No  reports  were  filed  on  Form  8-K  during  the
                     quarter ended June 30, 1997.
<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:  November 14, 1997          DIVERSIFIED HISTORIC INVESTORS II
       -----------------
                                  By: Dover Historic Advisors, General Partner
                                         
                                      By: EPK, Inc., Partner
                                                  
                                          By: /s/ Donna M. Zanghi
                                              ---------------------------- 
                                              DONNA M. ZANGHI,
                                              Vice President and Secretary