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, 2004
                               ---------------------------------------

                                  or

[   ]  TRANSITION  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to ___________________

Commission file number                       0-14645
                       -----------------------------------------------

                     DIVERSIFIED HISTORIC INVESTORS II
----------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

     Pennsylvania                                        23-2361261
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                      Identification No.)

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

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

                                    N/A
----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
                             last report)

Indicate  by  check  mark whether the Registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the Registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.    Yes        No   X
             -----     -----

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

<PAGE>


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


Diversified  Historic Investors II  (the "Registrant") is  filing  the
following Quarterly Report on Form 10-Q for the period ended June  30,
2004  containing  "unreviewed" and "unaudited" consolidated  financial
statements.

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

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

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

<PAGE>
                   PART I - FINANCIAL INFORMATION
                    ------------------------------

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

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


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

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

                                Assets
                                ------

                                June 30, 2004    December 31, 2003
                                -------------    -----------------
Rental properties, at cost:
 Land                            $   200,000         $   200,000
 Buildings and improvements       10,365,244          10,365,244
 Furniture and fixtures              855,612             855,612
                                 -----------         -----------
                                  11,420,856          11,420,856
Less - accumulated depreciation   (7,321,780)         (7,109,896)
                                 -----------         -----------
                                   4,099,076           4,310,960
Cash and cash equivalents             19,274              12,963
Restricted cash                       28,076              27,706
Accounts and notes receivable        185,269             131,673
Other assets (net of amortization
 of $126,175 and $119,916)           158,504             149,305
                                 -----------         -----------
     Total                       $ 4,490,199         $ 4,632,607
                                 ===========         ===========

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

Liabilities:
 Debt obligations                $ 9,101,255         $ 9,076,704
 Accounts payable:
  Trade                            4,293,607           4,164,610
  Related parties                  1,853,027           1,723,539
Interest payable                   3,073,905           2,931,268
Accrued liabilities                1,730,755           1,650,964
Tenant security deposits              15,786              14,385
                                 -----------         -----------
     Total liabilities            20,068,335          19,561,470
Partners' deficit                (15,578,136)        (14,928,863)
                                 -----------         -----------
     Total                       $ 4,490,199         $ 4,632,607
                                 ===========         ===========


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

<PAGE>

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

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


                           Three months             Six months
                          ended June 30,          ended June 30,
                         2004        2003        2004        2003
                         ----        ----        ----        ----

Revenues:
 Rental income        $140,263 $ 1,503,700  $  215,175  $ 2,863,085
 Hotel income          534,391     468,940     911,780      790,880
 Gain on sale                0  21,777,364           0   21,777,364
 Insurance proceeds      3,256           0       3,256            0
 Interest income             0       2,950           0        6,004
                      -------- -----------  ----------  -----------
  Total revenues       677,910  23,752,954   1,130,211   25,437,333
                      -------- -----------  ----------  -----------
Costs and expenses:
 Rental operations           0     579,135           0    1,099,880
 Hotel operations      400,145     396,716     718,105      680,956
 Interest              395,149     930,696     786,711    2,042,814
 Capital
  improvements          32,284           0      56,525            0
  Depreciation and
  amortization         109,072     434,472     218,143      860,954
                      -------- -----------  ----------  -----------
  Total costs and
   expenses            936,650   2,341,019   1,779,484    4,684,604
                      -------- -----------  ----------  -----------
Net (loss) income   ($ 258,740)$21,411,935 ($  649,273) $20,752,729
                     ========= ===========  ==========  ===========

Net (loss) income
 per limited
 partnership unit:  ($   12.44)$  1,029.35 ($    31.21) $    997.66
                     ========= ===========  ==========  ===========

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,
                                               2004          2003
                                               ----          ----
Cash flows from operating activities:
 Net income (loss)                         ($649,273)   $20,752,729
 Adjustments to reconcile net loss to
  net cash provided by operating activities:
  Depreciation and amortization              218,143        860,954
  Gain on sale of Tindeco Wharf                    0    (21,777,364)
  Increase in restricted cash                   (370)      (619,973)
  (Increase) decrease in accounts
   receivable                                (53,596)         9,903
  (Increase) decrease in other assets        (15,457)       239,138
  Increase (decrease) in accounts
   payable - trade                            19,474         (7,747)
  Increase in accounts payable -
   related parties                           239,010        221,727
  Increase in interest payable               142,637        411,489
  Increase (decrease) in accrued
   liabilities                                79,792        (15,444)
  Increase in tenant security deposits         1,400         10,670
                                            --------    -----------
 Net cash (used in) provided by
  operating activities                       (18,240)        86,082
                                            --------    -----------
Cash flow from investing activities:
 Gross proceeds - sale of Tindeco Wharf            0         25,000
  Capital expenditures                             0       (152,172)
                                            --------    -----------
 Net cash (used in) investing activities           0       (127,172)
                                            --------    -----------
Cash flows from financing activities:
 Borrowings under debt obligations            24,551              0
 Principal payments under debt obligations         0        (70,511)
                                            --------    -----------
Net cash provided by (used in)
 financing activities                         24,551        (70,511)
                                            --------    -----------
Increase (decrease) in cash and cash
 equivalents                                   6,311       (111,601)
Cash and cash equivalents at beginning
 of period                                    12,963        119,481
                                            --------    -----------
Cash and cash equivalents at end of
 period                                     $ 19,274    $     7,880
                                            ========    ===========


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

<PAGE>


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

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


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

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

The "unreviewed" and "unaudited" consolidated financial statements  of
Diversified Historic Investors II (the "Registrant") and related notes
have  been  prepared  pursuant to the rules  and  regulations  of  the
Securities  and Exchange Commission.  Accordingly, certain information
and  footnote  disclosures normally included in  financial  statements
prepared  in accordance with generally accepted accounting  principles
have been omitted pursuant to such rules and regulations

The  information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for  a
fair presentation of the results of the interim periods presented.


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

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


NOTE 3 - SUBSEQUENT EVENT
-------------------------

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


<PAGE>


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

     (1)     Liquidity

              As  of  June  30, 2004, Registrant had cash of  $19,274.
Cash  generated  from operations is used primarily to  fund  operating
expenses  and  debt  service.  The Registrant  is  not  aware  of  any
additional  sources  of  liquidity. Because  Registrant's  liabilities
substantially  exceed its assets, and its ongoing operational  expense
and  debt service requirements substantially exceed its available cash
or cash flow, Registrant is insolvent.

              As  of June 30, 2004, Registrant had restricted cash  of
$28,076  consisting  primarily of funds  held  as  security  deposits,
replacement  reserves  and  escrows for taxes  and  insurance.   As  a
consequence  of the restrictions as to use, Registrant does  not  deem
these funds to be a source of liquidity.

              In  recent years the Registrant has realized significant
losses,  including  the  foreclosure of two  properties,  due  to  the
properties'  inability to generate sufficient cash flow to  pay  their
operating expenses and debt service, and the sale of a third property.
As of June 2005, the Registrants remaining property, Factors Walk, was
foreclosed  upon  by  its  mortgage  holder.  As  a  result   of   the
foreclosure,  no  cash  was  available  to  the  Registrant  to   make
distributions  to  partners  or  pay the  general  and  administrative
expenses owed to the Registrant.

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

     (2)     Capital Resources

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

     (3)     Results of Operations

              During the second quarter of 2004, Registrant incurred a
net loss of $258,740 ($12.44 per limited partnership unit) compared to
an  income of $21,411,935 ($1,029.35 per limited partnership unit) for
the  same  period  in  2003. For the first six  months  of  2004,  the
Registrant  incurred  a  net  loss of  $649,273  ($31.21  per  limited
partnership unit) compared to a net income of $20,752,729 ($997.66 per
limited partnership unit) for the same period in 2003. Included in the
net income for the second quarter and the first six months of 2003  is
a book gain on the sale of Tindeco Wharf of $21,777,364.

             Rental income decreased $1,363,437 from $1,503,700 in the
second  quarter  of 2003 to $140,263 in the same period  in  2004  and
decreased $2,647,910 from $2,863,085 for the first six months of  2003
to  $215,175 in the same period of 2004. The decrease in rental income
from  the second quarter and the first six months of 2003 to the  same
period in 2004 is due to the sale of Tindeco Wharf on June 30, 2003.

              Hotel  income  increased $65,451 from  $468,940  in  the
second  quarter  of 2003 to $534,391 in the same period  in  2004  and
increased $120,900 from $790,880 for the first six months of  2003  to
$911,780 for the same period in 2004. The increase in hotel income for
the  second quarter and the first six months of 2004 compared  to  the
same  periods in 2003 is due to an increase in average room  occupancy
for  the second quarter (77% to 84%) and for the first six months (65%
to 75%).

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

              Hotel  operations expense increased $3,429 from $396,716
in  the second quarter of 2003 to $400,145 in the same period in  2004
and  for the first six months increased $37,149 from $680,956  in  the
first  six months of 2003 to $718,105 in the same period in 2004.  The
increase in hotel operations expense from the second quarter  and  the
first  six  months of 2003 to the same periods in 2004 is  due  to  an
increase  in  maintenance expense and an increase wages  and  salaries
expense, partially offset by a decrease in room expense and a decrease
utilities expense.  The increase in maintenance expense is due  to  an
increase  in maintenance contracts and building repairs.  The increase
in  wages  and  salaries expense is due to an increase  in  the  sales
managers and night auditors salaries. The decrease in room expense  is
due  to  a  decrease  in  guest supplies.  The decrease  in  utilities
expense is due to a decrease in electricity and gas charges.

                Interest  expense decreased $535,547 from $930,696  in
the  second quarter of 2003 to $395,149 during the same period in 2004
and decreased $1,256,103 from $2,042,814 from the first six months  of
2003  to  $786,711 during the same period in 2004.   The  decrease  in
interest  expense from the second quarter and the first six months  of
2003,  compared  to the same periods in 2004 is due  to  the  sale  of
Tindeco Wharf on June 30, 2003, partially offset by an increase at The
River Street Inn/Factor's Walk due to an addition to principal for the
first mortgage.

              Losses incurred during the second quarter of 2004 at the
Registrant's  properties  was approximately $162,000  compared  to  an
income  of approximately $9,200 in 2003.  For the first six months  of
2004  losses at the Registrant's properties was approximately $448,000
compared to losses of approximately $825,000 in 2003.

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


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

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

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


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

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

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

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

<PAGE>


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


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

             None.


Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

              No  matter  was submitted during the quarter covered  by
this report to a vote of security holders.


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

               None.


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

          (a) Exhibit Number    Document
              --------------    --------

              3                 Registrant's    Amended     and
                                Restated Certificate of Limited
                                Partnership  and  Agreement  of
                                Limited Partnership, previously
                                filed as part of Amendment  No.
                                2  of Registrant's Registration
                                Statement  on  Form  S-11,  are
                                incorporated     herein      by
                                reference.

            21                  Subsidiaries of the  Registrant
                                are    listed   in   Item    2.
                                Properties   on   Form    10-K,
                                previously      filed       and
                                incorporated     herein      by
                                reference.

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

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

<PAGE>



                              SIGNATURES
                              ----------

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

                         DIVERSIFIED HISTORIC INVESTORS II

                           By: Dover Historic Advisors, its general
                               partner

                              By: EPK, Inc., managing partner

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

<PAGE>