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, 2002
                               ----------------------------------

                               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    X    No
                                            ------     ------

<PAGE>


                    PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

                   DIVERSIFIED HISTORIC INVESTORS II
                 (a Pennsylvania limited partnership)

                      CONSOLIDATED BALANCE SHEETS
                      ---------------------------
                                 Assets

                                 June 30, 2002    December 31, 2001
                                 -------------    -----------------
                                  (Unaudited)
Rental properties, at cost:
 Land                            $   847,082         $   847,082
 Buildings and improvements       38,847,686          38,847,686
 Furniture and fixtures            3,688,691           3,664,871
                                 -----------         -----------
                                  43,383,459          43,359,639
 Less - accumulated depreciation (25,507,017)        (24,658,035)
                                 -----------         -----------
                                  17,876,442          18,701,604
Cash and cash equivalents            220,248             175,264
Restricted cash                    1,455,775             564,456
Accounts and notes receivable        264,391             195,916
Other assets (net of amortization
 of $521,369 and $495,163)         1,457,108           2,406,467
                                 -----------         -----------
     Total                       $21,273,964         $22,043,707
                                 ===========         ===========

                   Liabilities and Partners' Equity

Liabilities:
 Debt obligations                $32,675,192         $32,739,177
 Accounts payable:
  Trade                            3,890,789           3,776,209
  Related parties                  2,896,816           2,751,080
 Interest payable                 13,304,128          13,459,354
 Other liabilities                 1,781,599           1,635,925
 Tenant security deposits            318,560             284,087
                                 -----------         -----------
     Total liabilities            54,867,084          54,645,832
Partners' deficit                (33,593,120)        (32,602,125)
                                 -----------         -----------
     Total                       $21,273,964         $22,043,707
                                 ===========         ===========

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             Six months
                       ended June 30,          ended June 30,
                      2002        2001        2002        2001
                      ----        ----        ----        ----
Revenues:
 Rental income    $1,423,503  $1,329,034  $2,748,504  $2,666,429
 Hotel income        505,928     465,269     906,470     844,918
 Interest income       2,061       9,738       3,937      19,349
                  ----------  ----------  ----------  ----------
  Total revenues   1,931,492   1,804,041   3,658,911   3,530,696
                  ----------  ----------  ----------  ----------
Costs and expenses:
 Rental operations   529,635     474,293   1,023,413     980,153
 Hotel operations    305,597     340,292     642,128     643,163
 Interest          1,079,655   1,034,750   2,109,178   2,061,479
 Depreciation and
  amortization       437,223     435,383     875,188     898,070
                  ----------  ----------  ----------  ----------
  Total costs and
   expenses        2,352,110   2,284,718   4,649,907   4,582,865
                  ----------  ----------  ----------  ----------
Net loss before
 extraordinary
 item               (420,618)   (480,677)   (990,996) (1,052,169)
Extraordinary gain
 on extinguishment
 of debt                   0           0           0      68,458
                  ----------  ----------  ----------  ----------
Net loss         ($  420,618)($  480,677)($  990,996)($  983,711)
                  ==========  ==========  ==========  ==========

Net loss per
 limited
 partnership unit:
 -before
  extraordinary
  item           ($    20.22)($    23.11)($    47.64)($    50.58)
 -extraordinary
  item                     0           0           0        3.29
                  ----------  ----------  ----------  ----------
Net loss         ($    20.22)($    23.11)($    47.64)($    47.29)
                  ==========  ==========  ==========  ==========

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)

                                                 Six months ended
                                                     June 30,
                                                 2002        2001
                                                 ----        ----

Cash flows from operating activities:
 Net loss                                     ($990,996)  ($983,711)
 Adjustments to reconcile net loss to
  net cash provided by operating
  activities:
  Depreciation and amortization                 875,188     898,070
  Extraordinary gain on extinguishmentof debt         0     (68,458)
 Changes in assets and liabilities:
  Increase in restricted cash                  (891,319)   (338,504)
  Increase in accounts receivable               (68,475)    (23,945)
  Decrease in other assets                      923,154     183,865
  Increase in accounts payable-trade            114,579       7,102
  Increase in accounts payable-related parties  145,737      25,219
  (Decrease) increase in interest payable      (155,226)    231,932
  Increase in accrued liabilities               145,675     132,143
  Increase in tenant security deposits           34,472       9,897
                                               --------    --------
 Net cash provided by operating activities      132,789      73,610
                                               --------    --------
Cash flows from investing activities:
 Capital expenditures                           (23,820)    (67,328)
                                               --------    --------
 Net cash used in investing activities          (23,820)    (67,328)
                                               --------    --------
Cash flows from financing activities:
 Borrowings under debt obligations                    0     147,972
 Principal payments under debt obligations      (63,985)    (85,863)
                                               --------    --------
  Net cash (used in) provided by
   financing activities                         (63,985)     62,109
                                               --------    --------
Increase in cash and cash equivalents            44,984      68,391
Cash and cash equivalents at beginning
 of period                                      175,264      23,681
                                               --------    --------
Cash and cash equivalents at end of period     $220,248    $ 92,072
                                               ========    ========


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, and notes  thereto,
in Form 10-K of the Registrant for the year ended December 31, 2001.

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 - EXTRAORDINARY GAIN

Effective as of March 22, 2001 Washington Square was foreclosed by the
holder  of  a  mortgage  and a judgment. As a result,  the  Registrant
recognized an extraordinary gain on the extinguishment of debt in  the
amount  of  $68,458 which is the difference between the  debt  of  the
property and the net book value of the assets.


NOTE 3 - SUBSEQUENT EVENT

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  has
begun 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  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, will be paid by the holder of such second mortgage loan.


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

          (1)  Liquidity

              As  of  June 30, 2002, Registrant had cash of  $220,248.
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, 2002, Registrant had restricted cash  of
$1,455,775  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.  At the present  time,  the  two
remaining properties are able to pay their operating expenses and debt
service  but  it is unlikely that any cash will be available  for  the
Registrant to pay its general and administrative expenses.  Washington
Square  was  foreclosed by the holder of a mortgage and a judgment  on
March 22, 2001.  In the legal proceeding involving Morrison Clark Inn,
if   Capital  Bank  executes  its  $1,800,000  judgment  against   the
Registrant, it is expected to have a significant adverse impact on the
Registrant  since  there is insufficient available  cash  to  pay  the
judgment.   Any such execution could result in a forced  sale  of  the
Registrant's  remaining  properties.  See  Part  II.  Item  1.   Legal
Proceedings.

                It  is the Registrant's intention to continue to  hold
the  remaining  properties until they can  no  longer  meet  the  debt
service  requirements (or, as described above, Capital  Bank  executes
its   judgment  against  the  Registrant),  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).

               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  has  begun  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  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, will be 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 second quarter of 2002, Registrant incurred a
net loss of $420,618 ($20.22 per limited partnership unit) compared to
a  net loss of $480,677 ($23.11 per limited partnership unit) for  the
same  period in 2001. For the first six months of 2002, the Registrant
incurred a net loss of $990,996 ($47.64 per limited partnership  unit)
compared  to  a net loss of $1,123,042 ($53.99 per limited partnership
unit) for the same period in 2001.

              Rental income increased $94,468 from $1,329,034  in  the
second  quarter of 2001 to $1,423,502 in the same period in  2002  and
increased $82,076 from $2,666,429 for the first six months of 2001  to
$2,748,505  in the same period of 2002. The increase in rental  income
from  the second quarter and the first six months of 2001 to the  same
period in 2002 is due to an increase in commercial rental rates at the
River Street Inn/Factor's Walk and an increase in average occupancy at
Tindeco  Wharf for the second quarter (91% to 93%) and for  the  first
six months (90% to 93%).

              Hotel  income  increased $40,659 from  $465,269  in  the
second  quarter  of 2001 to $505,928 in the same period  in  2002  and
increased  $61,552 from $844,918 for the first six months of  2001  to
$906,470 for the same period in 2002. The increase in hotel income for
the second quarter and the first six months of 2001 to the same period
in 2002 is due to an increase in average rental rates.

              Rental  operations  expense increased  by  $55,342  from
$474,293 in the second quarter of 2001 to $529,635 in the same  period
in  2002 and increased $43,260 from $980,153 for the first six  months
of  2001  to  $1,023,413 for the same period in 2002. The increase  in
rental  operations expense from the second quarter and the  first  six
months  of  2001 to the same period in 2002 is due to an  increase  in
wages   and  salaries  expense,  insurance  expense,  and  maintenance
expense,  partially  offset  by a decrease  in  utilities  expense  at
Tindeco Wharf. The increase in wages and salaries expense is due to an
increase  in  maintenance  and janitorial salaries.  The  increase  in
insurance expense is due to insurance market conditions. The  increase
in  maintenance  expense is due to an increase in maintenance  service
and supply, plumbing and electrical expense and pool expenses.

              Hotel operations expense decreased $34,695 from $340,292
in  the second quarter of 2001 to $305,597 in the same period in  2002
and for the six months decreased $1,035 from $643,163 in the first six
months  of  2001 to $642,128 in the same period in 2002. The decreases
in  hotel operations expense from the second quarter and the first six
months  of  2001 to the same period in 2002 is due to  a  decrease  in
wages  and salaries expense, partially offset by an increase in  hotel
room expenses. The decrease in wages and salaries expense is due to  a
decrease  in desk clerk salaries. The increase in hotel room  expenses
is due to an increase in hotel guest supplies.

                Interest expense increased $44,905 from $1,034,750  in
the  second quarter of 2001 to $1,079,655 in the same period of  2002.
The  increase in interest expense from the second quarter of  2001  to
the  same  period  in 2002 is due to an increase in principal  balance
upon  which  interest  is calculated at The River Street  Inn/Factor's
Walk  due  to a principal addition made during the fourth  quarter  of
2001,  partially offset by a decrease in interest expense  at  Tindeco
Wharf. The decrease at Tindeco Wharf is due to a decrease in the prime
rate used to calculate the interest expense on a note payable.

                Interest expense decreased $192,301 from $2,301,479 in
the first six months of 2001 to $2,109,178 in same period of 2002. The
decrease in interest expense at Tindeco Wharf is due to a decrease  in
the  prime  rate  used to calculate the interest  expense  on  a  note
payable.

                Losses  incurred  during the  second  quarter  at  the
Registrant's  two properties were approximately $332,000  compared  to
losses in 2001 of approximately $462,000.  For the first six months of
2002   losses  incurred  at  the  Registrant's  two  properties   were
approximately $806,000 compared to losses in 2001 at the  Registrant's
three properties of approximately $876,000.

             In the second quarter of 2002, Registrant incurred a loss
of  $227,000  at Tindeco Wharf including $319,000 of depreciation  and
amortization  expense, compared to a loss of $296,000  in  the  second
quarter  of  2001, including $317,000 of depreciation and amortization
expense. For the first six months of 2002, Registrant incurred a  loss
of  $459,000  including  $638,000  of  depreciation  and  amortization
expense,  compared to a loss of $530,000 for the same period in  2001,
including  $631,000  of  depreciation and amortization  expense.   The
decrease  in loss from the second quarter and the first six months  of
2001 to the same period in 2002 is due to an increase in rental income
and a decrease in interest expense, partially offset by an increase in
rental operations expense. The increase in rental income is due to  an
increase in average occupancy for the second quarter (91% to 93%)  and
for  the  first  six  months (90% to 93%). The  decrease  in  interest
expense  is due to a decrease in the prime rate used to calculate  the
interest  expense on a note payable. The increase in rental operations
expense  is  due  to  an  increase in wages and salaries  expense  and
insurance  expense,  partially offset by  a  decrease  in  maintenance
expense.  The  increase in wages and salaries expense  is  due  to  an
increase  in  maintenance  and janitorial salaries.  The  increase  in
insurance   expense  is  due  to  an  increase  in  insurance   market
conditions. The increase in maintenance expense is due to an  increase
in maintenance service and supply, plumbing and electrical expense and
pool expenses.

             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, will be paid by the  holder  of
such second mortgage loan.

             In the second quarter of 2002, Registrant incurred a loss
of  $106,000 at The River Street Inn/Factor's Walk including  $105,000
of  depreciation  and  amortization expense, compared  to  a  loss  of
$166,000  including  $105,000 of depreciation expense  in  the  second
quarter of 2001. For the first six months of 2002, Registrant incurred
a loss of $347,000 including $210,000 of depreciation and amortization
expense  compared  to  a  loss  of  $425,000  including  $210,000   of
depreciation and amortization expense. The decrease in the  loss  from
the second quarter and the first six months of 2001 to the same period
in  2002  is  due to the increase in rental income and a  decrease  in
hotel  operations expense. The increase in rental income is due to  an
increase  in  average commercial rental rates. The decrease  in  hotel
operations expense is due to a decrease in wages and salaries expense,
partially  offset by an increase in hotel room expenses. The  decrease
in  wages  and  salaries expense is due to a decrease  in  desk  clerk
salaries. The increase in hotel room expenses is due to an increase in
hotel guest supplies.


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 within the time periods specified in the SEC's
rules  and  forms,  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

              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 the partnership's  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. This judgement has not  been
executed by the lender.

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.

               31               General Partners Opinion
                                Certification

               32               Certification  Pursuant  to  18
                                U.S.C. Section 1350, As Adopted
                                Pursuant to Section 906 of  the
                                Sarbanes-Oxley Act of 2002


            (b) Reports on Form 8-K:

            No  reports  were  filed on Form 8-K  during  the  quarter
            ended June 30, 2002.

<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.

 Date: June 7, 2004        DIVERSIFIED HISTORIC INVESTORS II
       ------------
                           By: Dover Historic Advisors, its General
                               Partner

                               By:  EPK, Inc., Managing Partner

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



<PAGE>


                                                            Exhibit 31

                             CERTIFICATION

  I, Spencer Wertheimer, certify that:

1.  I  have  reviewed  this quarterly report  on  Form  10-Q  for  the
 quarterly  period  ended  June  30th, 2002  of  Diversified  Historic
 Investors II;

2.      Based on my knowledge, this report does not contain any untrue
 statement  of  a  material  fact or omit to  state  a  material  fact
 necessary  to make the statements made, in light of the circumstances
 under  which  such statements were made, not misleading with  respect
 to the period covered by this report;

3.      Based  on  my knowledge, the financial statements,  and  other
 financial information included in this report, fairly present in  all
 material respects the financial condition, results of operations  and
 cash  flows  of the registrant as of, and for, the periods  presented
 in this report;

4.  I  am  responsible  for  establishing and  maintaining  disclosure
 controls  and procedures (as defined in Exchange Act Rules  13a-15(e)
 and  15d-15(e))  [Omission in accordance with SEC  Release  Nos.  33-
 8238,  34-47986  and IC-26068 (June 5, 2003)] for the registrant  and
 have:

  (a)     Designed such disclosure controls and procedures, or  caused
    such  disclosure controls and procedures to be designed  under  my
    supervision, to ensure that material information relating  to  the
    registrant,  including  its  consolidated  subsidiaries,  is  made
    known  to me by others within those entities, particularly  during
    the period in which this report is being prepared;

  (b)     [Omitted  in accordance with SEC Release Nos.  33-8238,  34-
    47986 and IC-26068 (June 5, 2003)];

  (c)     Evaluated  the effectiveness of the registrant's  disclosure
    controls   and  procedures  and  presented  in  this   report   my
    conclusions  about  the effectiveness of the  disclosure  controls
    and  procedures,  as  of  the end of the period  covered  by  this
    report based on such evaluation; and

  (d)     Disclosed  in  this  report any change in  the  registrant's
    internal  control  over financial reporting that  occurred  during
    the  registrant's  most  recent fiscal quarter  (the  registrant's
    fourth  fiscal quarter in the case of an annual report)  that  has
    materially   affected,  or  is  reasonably  likely  to  materially
    affect,   the   registrant's  internal  control   over   financial
    reporting; and

5.      I  have  disclosed,  based  on my most  recent  evaluation  of
 internal  control  over  financial  reporting,  to  the  registrant's
 auditors  and  the  audit  committee of  the  registrant's  board  of
 directors (or persons performing the equivalent functions):

  (a)     All significant deficiencies and material weaknesses in  the
    design  or  operation of internal control over financial reporting
    which  are  reasonably likely to adversely affect the registrant's
    ability   to  record,  process,  summarize  and  report  financial
    information; and

  (b)     Any fraud, whether or not material, that involves management
    or   other   employees  who  have  a  significant  role   in   the
    registrant's internal control over financial reporting.

Date:  June 7, 2004                        /s/ Spencer Wertheimer
       ------------                 Name:  ----------------------
                                           Spencer Wertheimer
                                    Title: President(principal executive
					              officer, principal financial
                                            officer) of the registrant's
                                            managing partner, EPK, Inc.

<PAGE>

                                                            Exhibit 32

                       CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In  connection  with  the Quarterly Report of  Diversified  Historic
Investors  II  (the "Company") on Form 10-Q for the  quarterly  period
ended  June  30th,  2002  as filed with the  Securities  and  Exchange
Commission  on the date hereof (the "Report"), I, Spencer  Wertheimer,
President and Treasurer of the Company's managing partner, EPK,  Inc.,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted  pursuant  to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

  (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and

  (2)  The information contained in the Report fairly presents, in all
material  respects, the financial condition and results of  operations
of the Company.


Date:  June 7, 2004                        /s/ Spencer Wertheimer
       ------------                 Name:  ----------------------
                                           Spencer Wertheimer
                                    Title: President(principal executive
					              officer, principal financial
                                            officer) of the registrant's
                                            managing partner, EPK, Inc.

<PAGE>