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, 2000
                               ----------------------------------

                               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.

        Consolidated Balance Sheets - March 31, 2000 (unaudited)
        and December 31, 1999
        Consolidated Statements of Operations - Three Months
        Ended March 31, 2000 and 1999 (unaudited)
        Consolidated Statements of Cash Flows - Three Months
        Ended March 31, 2000 and 1999 (unaudited)
        Notes to Consolidated Financial Statements (unaudited)

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

          (1)  Liquidity

              As  of  March  31,  2000, Registrant  had  cash  of
$33,004.   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, 2000, Registrant had restricted cash
of  $1,998,579  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 upon by
the  mortgagor on March 22, 2001 by recordation of a deed in lieu
of  foreclosure.   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).
          (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  2000,  Registrant
incurred  a  net loss of $752,897 ($36.19 per limited partnership
unit)  compared  to  a net loss of $829,685 ($39.89  per  limited
partnership unit) for the same period in 1999.

              Rental income increased $70,738 from $1,190,663  in
the  first  quarter of 1999 to $1,261,401 in the same  period  in
2000.   The increase resulted from an increase in average  rental
rates  at Washington Square combined with an increase in  average
occupancy (96% to 98%) at Tindeco Wharf.

              Hotel income decreased $80,073 from $383,359 in the
first  quarter  of 1999 to $303,286 in the same period  in  2000.
The  decrease resulted from a decrease in average occupancy  (76%
to 56%) at The River Street Inn/Factors Walk.

              Interest income decreased $1,280 from $4,277 in the
first quarter of 1999 to $2,997 in the same period in 2000.   The
decrease is the result of a decrease in the cash balances held in
interest  bearing accounts at Tindeco Wharf in the first  quarter
of 2000 as compared to the same period in 1999.

              Rental operations expense decreased by $4,587  from
$534,606  in  the first quarter of 1999 to $530,019 in  the  same
period in 2000.  The decrease in rental operations expense is due
to  a decrease in maintenance expense at Tindeco Wharf, partially
offset  by  an  increase  in maintenance  expense  at  Washington
Square.  Maintenance expense decreased at Tindeco Wharf due to  a
decrease  in general building repairs as compared to  1999.   The
increase  in maintenance expense at Washington Square is  due  to
repairs and painting made to the apartment units.

              Hotel  operations expense decreased  $100,234  from
$361,328  in  the first quarter of 1999 to $261,094 in  the  same
period of 2000.  The decrease in hotel operations expense is  due
to  the decrease in average occupancy and maintenance expense for
the  first  quarter of 2000 as compared to 1999. The decrease  in
maintenance expense at The River Street Inn/Factor's Walk is  due
to a decrease in general building repairs.

 .             Interest  expense increased $17,940 from $1,020,758
in  the first quarter of 1999 to $1,038,698 in the same period in
2000.  Interest  expense increased due  to  an  increase  in  the
principal balance upon which interest is calculated at The  River
Street  Inn/Factor's Walk partially offset by a decrease  in  the
principal balance of the first mortgage at Tindeco Wharf.

               Losses   incurred  during  the  quarter   at   the
Registrant's   three   properties  were  approximately   $614,000
compared to a loss of approximately $698,000 for the same  period
in 1999.

              In the first quarter of 2000, Registrant incurred a
loss   of  $347,000  at  Tindeco  Wharf  including  $295,000   of
depreciation  and amortization expense, compared  to  a  loss  of
$432,000  in  the  first quarter of 1999, including  $306,000  of
depreciation and amortization expense.  The decrease in the  loss
from  the first quarter of 1999 to the first quarter of  2000  is
the  result  of  an  increase in rental income  combined  with  a
decrease in interest and maintenance expense partially offset  by
a  decrease in interest income.  The increase in rental income is
due  to  an increase in average occupancy (96% to 98%).  Interest
expense decreased due to the decrease in the principal balance of
the  first  mortgage.  Maintenance expense  decreased  due  to  a
decrease  in general building repairs as compared to  1999.   The
decrease  in  interest income is due to a decrease  in  the  cash
balance held in interest bearing accounts in the first quarter of
2000 as compared to the same period in 1999.

              In the first quarter of 2000, Registrant incurred a
loss  of $259,000 at The River Street Inn/Factor's Walk including
$96,000  of depreciation expense, compared to a loss of  $255,000
including $92,000 of depreciation expense in the first quarter of
1999.  The increase in the loss from the first quarter of 1999 to
the  same  period  in 2000 is the result of a decrease  in  hotel
revenue  combined with an increase in interest expense  partially
offset by a decrease in hotel operations and maintenance expense.
Hotel  revenue and operations expense decreased due to a decrease
in average occupancy (76% to 56%).  Interest expense increased as
a  result of an increase in principal balance upon which interest
is calculated. Maintenance expense decreased due to a decrease in
general building repairs.

              In the first quarter of 2000, Registrant incurred a
loss  of  $8,000  at  Washington  Square,  including  $30,000  of
depreciation  expense, compared to a loss  of  $12,000  including
$30,000  of  depreciation expense in the first quarter  of  1999.
The  decrease in the loss from the first quarter of 1999 the same
period  in 2000 is due to an increase in rental income, partially
offset  by  an  increase in maintenance expense.   Rental  income
increased  due  to  an  increase in average  rental  rates  while
average occupancy remained at 92%.  Maintenance expense increased
due  to  repairs  and  painting  made  to  the  apartment  units.
Washington Square was foreclosed upon by the mortgagor  on  March
22, 2001 by recordation of a deed in lieu of foreclosure.

<PAGE>
                DIVERSIFIED HISTORIC INVESTORS II
              (a Pennsylvania limited partnership)

                   CONSOLIDATED BALANCE SHEETS


                             Assets

                                  March 31, 2000   December 31, 1999
                                    (Unaudited)
Rental properties, at cost:
 Land                              $   934,582        $   934,582
 Buildings and improvements         41,139,001         41,139,001
 Furniture and fixtures              3,324,505          3,324,505
                                   -----------        -----------
                                    45,398,088         45,398,088
 Less - accumulated depreciation   (23,397,593)       (22,962,044)
                                   -----------        -----------
                                    22,000,495         22,436,044
Cash and cash equivalents               33,004             38,110
Restricted cash                      1,998,579          1,508,524
Accounts and notes receivable          150,287            133,272
Other assets (net of amortization
 of $404,128 and $398,407)           1,785,200          1,764,850
                                   -----------        -----------
 Total                             $25,967,565        $25,880,800
                                   ===========        ===========

                Liabilities and Partners' Equity

Liabilities:
 Debt obligations                  $33,280,946        $33,306,221
 Accounts payable:
  Trade                              3,430,507          3,241,235
  Related parties                    3,141,278          2,963,434
 Interest payable                   12,915,793         12,453,362
 Accrued liabilities                 1,523,199          1,499,221
 Tenant security deposits              261,350            249,938
                                   -----------        -----------
     Total liabilities              54,553,073         53,713,411
Partners' deficit                  (28,585,508)       (27,832,611)
                                   -----------        -----------
     Total                         $25,967,565        $25,880,800
                                   ===========        ===========

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,
                                          2000          1999
Revenues:                                 ----          ----
 Rental income                        $1,261,401   $1,190,663
 Hotel income                            303,286      383,359
 Interest income                           2,997        4,277
                                      ----------   ----------
     Total revenues                    1,567,684    1,578,299
                                      ----------   ----------
Costs and expenses:
 Rental operations                       530,019      534,606
 Hotel operations                        261,094      361,328
 General and administrative               49,500       49,500
 Interest                              1,038,698    1,020,758
 Depreciation and amortization           441,270      441,792
                                      ----------   ----------
     Total costs and expenses          2,320,581    2,407,984
                                      ----------   ----------
Net loss                             ($  752,897) ($  829,685)
                                      ==========   ==========
Net loss per limited
 partnership unit                    ($    36.19) ($    39.89)
                                      ==========   ==========

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,
                                               2000          1999
Cash flows from operating activities:          ----          ----
Net loss                                   ($752,897)    ($605,746)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
Depreciation and amortization                441,270       422,319
Changes in assets and liabilities:
 Increase in restricted cash                (490,055)     (288,392)
 (Increase) decrease in accounts receivable  (17,015)       12,273
 (Increase) decrease in other assets         (26,071)      157,091
  Increase in accounts payable - trade       189,272        81,098
  Increase in accounts payable -             177,844       983,100
   related parties
  Increase in interest payable               462,431       417,943
  Increase (decrease) in accrued
   liabilities                                23,978      (947,767)
  Increase in tenant security deposits        11,412         3,938
                                            --------      --------
 Net cash provided by operating activities    20,169       235,857
                                            --------      --------
Cash flows from investing activities:
 Capital expenditures                              0       (71,801)
                                            --------      --------
Net cash used in investing activities              0       (71,801)
                                            --------      --------
 Cash flows from financing activities:
  Borrowings under debt obligations           93,250        38,030
  Principal payments                        (118,525)     (112,427)
                                            --------      --------
 Net cash used in financing activities       (25,275)      (74,397)
                                            --------      --------
(Decrease) increase in cash and cash
 equivalents                                  (5,106)       89,659
Cash and cash equivalents at beginning
 of period                                    38,110        71,023
                                            --------      --------
Cash and cash equivalents at end of period  $ 33,004      $160,682
                                            ========      ========

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, 1999.

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 - SUBSEQUENT EVENT

Washington Square was foreclosed upon by the mortgagor  on  March
22, 2001 by recordation of a deed in lieu of foreclosure.

<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.

            (b) Reports on Form 8-K:

            No  reports were filed on Form 8-K during the quarter
            ended March 31, 2000.

<PAGE>

                           SIGNATURES

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

Date: October 23, 2001     DIVERSIFIED HISTORIC INVESTORS II
      ----------------
                           By: Dover Historic Advisors,
                               General Partner

                               By: EPK, Inc., Partner

                                   By: /s/Spencer Wertheimer
                                       ---------------------
                                      SPENCER WERTHEIMER,
                                      President and Treasurer

<PAGE>