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, 2001
                               ----------------------------------

                               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

                                 March 31, 2001   December 31, 2000
                                 --------------   -----------------
                                  (Unaudited)
Rental properties, at cost:
 Land                            $   847,082         $   934,582
 Buildings and improvements       38,847,686          41,596,269
 Furniture and fixtures            3,429,420           3,633,054
                                 -----------         -----------
                                  43,124,188          46,163,905
 Less - accumulated depreciation (23,379,888)        (24,737,850)
                                 -----------         -----------
                                  19,744,300          21,426,055
Cash and cash equivalents             37,672              23,681
Restricted cash                    1,800,041           1,767,238
Accounts and notes receivable        239,788             200,441
Other assets (net of amortization
 of $454,212 and $445,407)         1,588,615           1,657,299
                                 -----------         -----------
	Total                    $23,410,416         $25,074,714
                                 ===========         ===========


                    Liabilities and Partners' Equity

Liabilities:
 Debt obligations                $32,820,014         $33,792,649
 Accounts payable:
  Trade                            3,621,759           3,681,307
  Related parties                  2,669,466           2,879,080
 Interest payable                 13,261,100          13,260,609
 Accrued liabilities               1,584,799           1,490,592
 Tenant security deposits            263,565             277,730
                                 -----------         -----------
	Total liabilities         54,220,703          55,381,967
Partners' deficit                (30,810,287)        (30,307,253)
                                 -----------         -----------
	Total                    $23,410,416         $25,074,714
                                 ===========         ===========

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,
                                      2001          2000
                                      ----          ----
Revenues:
 Rental income                    $1,337,395    $1,261,401
 Hotel income                        379,648       303,286
 Interest income                       9,610         2,997
                                  ----------    ----------
	Total revenues             1,726,653     1,567,684
                                  ----------    ----------
Costs and expenses:
 Rental operations                   505,860       530,019
 Hotel operations                    302,870       261,094
 General and administrative                0        49,500
 Interest                          1,026,729     1,038,698
 Depreciation and amortization       462,686       441,270
                                  ----------    ----------
	Total costs and expenses   2,298,145     2,320,581
                                  ----------    ----------
Net loss before
 extraordinary item                 (571,492)     (752,897)
Extraordinary gain on
 extinguishment of debt               68,458             0
                                  ----------    ----------
Net loss                         ($  503,034)  ($  752,897)
                                  ----------    ----------

Net loss per limited
 partnership unit:
 Loss before extraordinary item  ($    27.47)  ($    36.19)
   Extraordinary item                   3.29             0
                                  ----------    ----------
Total loss per limited
 partnership unit                ($    24.18)  ($    36.19)
                                  ==========    ==========


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,
                                         2001           2000
                                         ----           ----
Cash flows from operating activities:
  Net loss                            ($503,034)     ($752,897)
  Adjustments to reconcile net loss
   to net cash provided by operating
   activities:
   Depreciation and amortization        462,686        441,270
   Extraordinary gain on extinguishment
    of debt                             (68,458)             0
   Changes in assets and liabilities:
    Increase in restricted cash         (32,803)      (490,055)
    Increase in accounts receivable     (39,347)       (17,015)
    Decrease (increase) in other assets  53,797        (26,071)
    (Decrease) increase in accounts
     payable - trade                    (59,547)       189,272
    Increase in accounts payable -
     related parties                     41,636        177,844
    Increase in interest payable            491        462,431
    Increase in accrued liabilities      94,206         23,978
    (Decrease) increase in tenant
     security deposits                  (14,165)        11,412
                                       --------       --------
	Net cash (used in) provided by
       operating activities             (64,538)        20,169
                                       --------       --------
Cash flows from investing activities:
 Capital expenditures                   (12,964)             0
                                       --------       --------
Net cash used in investing activities   (12,964)             0
                                       --------       --------
Cash flows from financing activities:
 Borrowings under debt obligations      147,972         93,250
 Principal payments                     (56,479)      (118,525)
                                       --------       --------
Net cash provided by (used in)
 financing activities                    91,493        (25,275)
                                       --------       --------
Increase (decrease) in cash and cash
 equivalents                             13,991         (5,106)
Cash and cash equivalents at
 beginning of period                     23,681         38,110
                                       --------       --------
Cash and cash equivalents at
 end of period                         $ 37,672       $ 33,004
                                       ========       ========

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, 2000.

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 the 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  March  31,  2001, Registrant  had  cash  of
$37,672.   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 March 31, 2001, Registrant had restricted cash
of  $1,800,041  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 to the Registrant to pay its general  and
administrative expenses. Washington Square was foreclosed by  the
holder of the mortgage and a judgment on March 22, 2001.  In  the
legal  proceeding  involving  Morrison  Clark,  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,  other  than  the above, 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  first  quarter  of  2001,  Registrant
incurred  a  net loss of $503,034 ($24.18 per limited partnership
unit)  compared  to  a net loss of $752,897 ($36.19  per  limited
partnership unit) for the same period in 2000.

              Rental income increased $75,994 from $1,261,401  in
the  first  quarter of 2000 to $1,337,395 in the same  period  in
2001. The increase in rental income is due to an increase in both
residential and commercial rental rates at Tindeco Wharf.

              Hotel income increased $76,362 from $303,286 in the
first  quarter  of 2000 to $379,648 in the same period  in  2001.
The  increase in hotel income is due to an increase in  occupancy
(56% to 66%) at the River Street Inn/Factor's Walk.

              Interest income increased $6,613 from $2,997 in the
first  quarter of 2000 to $9,610 in the same period in 2001.  The
increase  in  interest  income  is  due  to  additional  interest
received  by Tindeco Wharf from the maturity of a CD  during  the
first quarter of 2001.

              Rental  operations expense decreased  $24,159  from
$530,019  in  the first quarter of 2000 to $505,860 in  the  same
period in 2001. The decrease in rental operations expense is  due
to  a  decrease in maintenance expense, partially  offset  by  an
increase  in insurance expense and utilities expense  at  Tindeco
Wharf,  combined with an increase in legal and accounting expense
at  Washington Square. Maintenance expense decreased  at  Tindeco
Wharf due to a decrease maintenance service and supply, partially
offset  by  an  increase in appliance repairs.  The  increase  in
insurance  expense at Tindeco Wharf is due to a rise in insurance
premiums,  and the increase in utilities expense  is  due  to  an
increase  in  natural  gas charges. The  increase  in  legal  and
accounting  expense  at Washington Square is  due  to  additional
expenses related to the property's foreclosure on March 22, 2001.

              Hotel  operations  expense increased  $41,776  from
$261,094  in  the first quarter of 2000 to $302,870 in  the  same
period  of 2001. The increase in hotel operations expense is  due
to the increase in payroll and related expenses due to additional
positions added to the payroll during the first quarter of 2001.

             Interest  expense decreased $11,969 from $1,038,698
in  the first quarter of 2000 to $1,026,729 in the same period in
2001.  The  decrease in interest expense is due to a decrease  in
the first mortgage principal balance at Tindeco Wharf.

             Effective as of March 22, 2001 Washington Square was
foreclosed  by  the holder of the 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.

              Losses incurred during the first quarter of 2001 at
the  Registrant's  three  properties were approximately  $414,000
compared to a loss of approximately $614,000 for the same  period
in  2000. Included in the loss for the first quarter of  2001  is
extraordinary  income of $68,458 related to  the  foreclosure  of
Washington Square on March 22, 2001.

              In the first quarter of 2001, Registrant incurred a
loss   of  $234,000  at  Tindeco  Wharf  including  $315,000   of
depreciation  and amortization expense, compared  to  a  loss  of
$347,000  in  the  first quarter of 2000, including  $295,000  of
depreciation and amortization expense. The decrease in  the  loss
from the first quarter of 2000 to the same period in 2001 is  due
to  an  increase  in rental income combined with  a  decrease  in
maintenance expense and interest expense partially offset  by  an
increase in insurance expense and utilities expense. The increase
in  rental  income is due to an increase in both residential  and
commercial rental rates. Maintenance expense decreased due  to  a
decrease  in maintenance service and supply, partially offset  by
an  increase  in  appliance repairs. The  increase  in  insurance
expense  is  due  to an increase in insurance premiums,  and  the
increase  in utilities expense is due to an increase  in  natural
gas charges.

              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 first quarter of 2001, Registrant incurred a
loss  of $259,000 at The River Street Inn/Factor's Walk including
$105,000  of depreciation expense, compared to a loss of $259,000
including $96,000 of depreciation expense in the first quarter of
2000.  Included in the loss in the first quarter of 2001 is wages
and  salaries expense, partially offset by an increase  in  hotel
revenue.  The increase in wages and salaries expense  is  due  to
additional  positions  added  to the  payroll  during  the  first
quarter  of  2001. Hotel revenue increased due to an increase  in
occupancy (56% to 66%).

              In the first quarter of 2001, Registrant recognized
income  of  $79,000  at  Washington Square including  $30,000  of
depreciation  and amortization expense, compared  to  a  loss  of
$8,500   including  $31,000  of  depreciation  and   amortization
expense, in the first quarter of 2000. Included in income for the
first quarter of 2001 is extraordinary gain of $68,458 related to
the foreclosure of Washington Square on March 22, 2001.

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.  The 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 March 31, 2001.


<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: May 28, 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 March 31, 2001 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:  May 28, 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  March  31, 2001 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:	 May 28, 2004                        /s/ Spencer Wertheimer
         ------------                 Name:  ----------------------
                                             Spencer Wertheimer
	                              Title: President(principal executive
                                              officer, principal financial
                                              officer) of the registrant's
                                              managing partner, EPK, Inc.




<PAGE>