SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                        FORM 10-K
             (Mark One)

             [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal
                  Year Ended February 28, 2001

                                           OR

             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the
                  transition period from ______ to ______.

                                     0-17793
                            (Commission File Number)

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
             -------------------------------------------------------
      (Exact name of registrant as specified in its governing instruments)

           Delaware                                           13-3481443
--------------------------------------------          --------------------------
(State or other jurisdiction of organization)         (I.R.S. Employer
                                                       Identification No.)
Wilder Richman Historic Corporation
599 W. Putnam Avenue
Greenwich, Connecticut                                          06830
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code:           (203) 869-0900
                                                        ------------------------

Securities registered pursuant to Section 12(b) of the Act:

            None
----------------------------
(Title of each Class)

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
                                       ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---
The aggregate sales price of the units of limited partnership interest held by
non-affiliates of the Registrant is $19,280,000. There is currently no public
market for the units of limited partnership interest and, accordingly, such
figure does not represent the market value for the units.

Documents incorporated by reference:

The Prospectus of the Registrant, dated May 13, 1988 and filed pursuant to Rule
424(b)(iii) under the Securities Act of 1933, is incorporated by reference into
Parts I, II and III of this Annual Report on Form 10-K.


<PAGE>


                                     PART I
Item 1.    Business

     General Development of Business

     Registrant (also referred to as the "Partnership") is a limited partnership
which was formed under the Delaware Revised Uniform Limited Partnership Act on
October 15, 1987. The general partner of the Partnership is Wilder Richman
Historic Corporation, a Delaware corporation (the "General Partner" or "WRHC").

     Registrant was organized to acquire all of the limited partnership
interests in Dixon Mill Associates I (Phase One), Limited Partnership, Dixon
Mill Associates II (Phase Two), Limited Partnership, and Dixon Mill Associates
III (Phase Three), Limited Partnership, each of which is a New Jersey limited
partnership (individually "Dixon Mill I," "Dixon Mill II" and "Dixon Mill III,"
respectively, and collectively the "Operating Partnerships"). Each Operating
Partnership owns one phase ("Phase") of an aggregate 433-unit residential
apartment complex (the "Complex") located in Jersey City, New Jersey, that
consists of buildings designated as certified historic structures by the U.S.
Department of the Interior. The Operating Partnerships have constructed,
substantially rehabilitated and are operating the Complex. The rehabilitation of
the Complex qualified for a rehabilitation tax credit in 1988, 1989 and 1990.
The general partner of the Operating Partnerships is Dixon Venture Corp. (the
"Operating General Partner"), which is not an affiliate of the Partnership or
WRHC.

     Pursuant to the Partnership's prospectus dated May 13, 1988, (the
"Prospectus"), the Partnership offered $19,280,000 of units of limited
partnership interest in the Partnership (the "Units") at an offering price of
$24,100 per Unit. The Units were registered under the Securities Act of 1933
pursuant to a Registration Statement on Form S-11 (Registration No. 33-19646).
The Prospectus is incorporated herein by reference.

     The closing of the offering of Units (the "Offering") occurred on July 15,
1988. At such closing, 800 Units were sold, representing $19,280,000 in gross
proceeds. After payment of $674,800 of organization and offering expenses,
$674,800 in an origination fee and $1,349,600 of selling commissions, the net
proceeds available for investment were $16,580,800. Of such net proceeds,
$16,388,000 was allocated to the investment in the Operating Partnerships, which
included investments in guaranteed investment contracts. The remainder of
$192,800 was designated as working capital to be used for operating expenses of
the Partnership.

     Financial Information About Industry Segments

     Registrant is engaged solely in the business of owning a limited
partnership interest in each of the Operating Partnerships. A presentation of
information regarding industry segments is not applicable and would not be
material to an understanding of the Partnership's business taken as a whole. See
Item 8 below for a summary of Registrant's operations.

     Working Capital Reserves

     As of February 28, 2001, Registrant had working capital reserves of
approximately $158,000, which were substantially invested in interest-bearing
deposits. See Item 7 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

     Competition

     Information regarding competition, general risks, tax risks and partnership
risks is set forth under the heading "RISK FACTORS" at pages 37 - 57 of the
Prospectus.

     Compliance with Environmental Protection Provisions

     In connection with the environmental cleanup responsibilities pertaining to
the Complex, the Operating General Partner submitted a declaration to the State
of New Jersey Department of Environmental Protection ("NJDEP") stating that
there remains no hazardous substances and wastes on the site. In August 1989,
the Operating General Partner received notification from NJDEP that the
environmental testing was complete and the Complex was in compliance with NJDEP
requirements. All costs incurred in connection with the review conducted by
NJDEP were borne by The Dixon Venture, an affiliate of the Operating General
Partner. Information regarding such environmental matters is set forth under the
heading "DESCRIPTION OF THE COMPLEX - ENVIRONMENTAL MATTERS" at pages 87 - 92 of
the Prospectus, which is incorporated herein by reference.

     Employees of Registrant


                                       2
<PAGE>


     Registrant employs no personnel and incurs no payroll costs. An affiliate
of the General Partner employs individuals who perform accounting, secretarial,
transfer and other services on behalf of Registrant as are necessary in the
ordinary course of business. Such individuals also perform similar services for
other affiliates of the General Partner.

     Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous
     Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus
     Budget Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus
     Budget Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and
     Trade Relief Extension Act of 1998 and Tax Relief Extension Act of 1999
     (collectively the "Tax Acts")

     Registrant is organized as a limited partnership and is a pass through tax
entity which does not, itself, pay Federal income tax. However, the partners of
Registrant who are subject to Federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions regarding its investment. Registrant does not
anticipate that the Tax Acts will currently have a material adverse impact on
Registrant's business operations, capital resources and plans or liquidity.


Item 2.    Properties

     The Complex consists of approximately 34 historic mill buildings built
between 1847 and 1932, all of which are certified historic structures that have
been converted and substantially rehabilitated into a 433 unit luxury apartment
complex that has received financing exempt from Federal income taxation under
Internal Revenue Code Section 103(b)(4)(A). As a consequence of this tax exempt
financing, the Operating Partnerships are required to rent at least 15% of the
dwelling units ("D.U.'s") in the Complex to individuals or families of low or
moderate income as determined under such Code Section, currently based on their
income not exceeding 80% of the median income for the area as determined by the
United States Department of Housing and Urban Development ("HUD"). These income
limits are subject to increases pursuant to HUD guidelines. In the Complex, 68
studio and efficiency D.U.'s and 17 one-bedroom D.U.'s are set aside for rental
to low or moderate income persons. There are no rent ceilings on those D.U.'s
set aside for low or moderate income persons. Because such tax exempt financing
consists of bonds sold in 1985, the 80% of median income limit is not required
to be adjusted based on family size as would be required under the Tax Reform
Act of 1986.

     The Complex is located on a 4-acre site in Jersey City, New Jersey. In
addition, one new five-story building, approximately 20 feet by 50 feet, was
built on the site. The Complex is located in the Dixon Crucible Redevelopment
Area, an area so designated pursuant to a redevelopment plan adopted in
September 1983 by ordinance of the City of Jersey City. The actual development
entails three Phases with each Phase owned by a separate New Jersey limited
partnership, respectively Dixon Mill I, Dixon Mill II and Dixon Mill III. Phase
I consists of seven industrial buildings which have been rehabilitated to
provide 134 D.U.'s, 55 underground and 77 surface parking spaces and
approximately 1,550 square feet of commercial space. Phase II consists of 11
industrial buildings which have been rehabilitated to provide 191 D.U.'s and 62
underground and 124 surface parking spaces. Phase III consists of four
industrial buildings which have been rehabilitated to provide 108 D.U.'s, 35
underground and 73 surface parking spaces and approximately 2,230 square feet of
commercial space.

     The Complex features gardens, elevated walkways and brick paved walkways.
The Complex also has its own electronic security system and a free shuttle
service to the Grove Street PATH station is being provided. In addition, the
residents of the Complex have access to a private fitness facility. The
Complex's commercial space is designated for retail stores and/or professional
offices.


                                       3
<PAGE>


As of December 31, 2000 and 1999, the occupancy and rental rates were as
follows:

                                  December 31, 2000           December 31, 1999

Occupancy Rate                             98%                       98%
Monthly Rental Rates:
   Studio                         $   615 - $1,095            $   589 - $1,044
   One-Bedroom                    $   779 - $1,771            $   706 - $1,695
   Two-Bedroom                    $ 1,365 - $2,239            $   750 - $2,095
   Three-Bedroom                  $ 1,890 - $2,595            $ 1,758 - $2,495

     The rental rates reflect significant ranges because the apartments vary as
to size and floor plans (i.e., square footage, duplex, triplex, penthouse) and
due to the low-moderate tenant income restrictions for 15% to 20% of the D.U.'s
resulting from the tax-exempt financing described above.

Item 3.         Legal Proceedings

    Three complaints have been filed against the Operating Partnerships, among
    others, by a former employee, a former part-time rental agent, and a
    security person employed by a private non-affiliated security company which
    provided service to the Property, alleging, among other things,
    discrimination in connection with advancement, hiring and termination. The
    Operating Partnerships are presently defending these matters. The Operating
    General Partner cannot measure the potential liability, if any, at this
    time.

    Registrant is not aware of any other material legal proceedings.


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

     There were no matters submitted to a vote of the limited partners of
Registrant during the fourth quarter of the fiscal year covered by this report.


                                       4
<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Unit Matters

     a)  Market

     There is no developed public market for the purchase and sale of Units and
Registrant does not anticipate that such a market will develop.

     b)  Holders

As of February 28, 2001, there were approximately 742 record holders of Units
holding an aggregate of 800 Units in the Partnership.

     c)  Distributions

     The Agreement of Limited Partnership of the Registrant provides that cash
available for distribution, if any, be distributed annually to the partners in
specified proportions. As a result of the mortgage modification on June 11,
1992, certain cash flow restrictions were placed on the Operating Partnerships.
Such restrictions no longer apply as a result of the refinancing in April 2001.
See Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Note 3 to the Dixon Mills Financial Statements
included herein.


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>

                                                                Year End
------------------------------------------------------------------------------------------------------------------
                                       February        February     February            February         February
                                      28, 2001         29, 2000     28, 1999            28, 1998         28, 1997
                                      --------         --------     --------            --------         --------
<S>                              <C>               <C>           <C>                 <C>            <C>
Total revenues
  (Interest income)              $    11,890       $    54,009   $    52,660         $    55,276    $    50,994

Equity in income (loss) of
  investment in Operating
  Partnerships                   $    83,937(b)    $   128,830   $  (508,146)(a)     $  (358,875)   $  (799,980)

Net income (loss)                $    66,898       $   146,652   $  (488,061)        $  (333,793)   $  (779,882)
Net income (loss) per unit of
 limited partnership interest    $        83       $       181   $      (604)        $      (413)   $      (965)

At year end:
  Total assets                   $ 1,573,577       $ 1,511,679   $ 2,314,027         $ 2,787,088    $ 3,105,881
</TABLE>


(a) Includes extraordinary loss of $321,753 in connection with litigation
settlement. See Management's Discussion and Analysis of Financial Condition and
Results of Operations.


(b) Includes extraordinary loss of $304,842 in connection with refinancing of
mortgages of Operating Partnerships. See Management's Discussion and Analysis of
Financial Condition and Results of Operations.


                                       5
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     Liquidity and Capital Resources

     The operating results of the Complex for 2000 (before extraordinary
charges) were favorable compared to 1999. During 1992, the mortgages of the
Operating Partnerships were modified, resulting in an interest rate decrease
from approximately 9.6% to approximately 6.74%, thereby improving the financial
viability of the Complex. The Operating Partnerships again refinanced their
respective outstanding mortgage liabilities as of April 28, 2000. The total new
indebtedness in the amount of $28,600,000, for a term of 30 years, is provided
by (a) variable-rate tax-exempt bonds in the amount of $26,435,000 and (b)
variable-rate taxable bonds in the amount of $2,165,000. The initial interest
rates on the tax-exempt and taxable bonds are 5.1% and 6.15%, respectively. The
Operating Partnerships purchased an interest cap, which would limit the interest
rates to 6.97% for five years on the tax-exempt portion, and 9.15% for five and
one-half years on the taxable portion. Proceeds from the new bond issue were
used to pay off the existing 1992 bonds (approximately $26,154,000), pay the
costs of the transaction (approximately $891,000), and fund reserves for capital
improvements (approximately $2,076,000, of which, approximately $903,000 was
transferred from the existing replacement reserve fund).

     As a result of the refinancing and the funding of reserves for capital
improvements, the Operating General Partner intends to make approximately $1.6
million in capital improvements to the Complex. The planned improvements include
roof replacement, replacement of the fire/smoke alarm system, elevator repairs,
new entry doors and other repairs throughout the complex. As of December 31,
2000, the Operating Partnerships have undertaken approximately one-half of such
capital improvements.

     Because of the reduction of the mortgage interest rate, there may be
greater potential for the Partnership to make cash distributions to the Limited
Partners on a regular basis. However, the Partnership's ability to make
distributions will depend on the level of interest rates and future operating
results of the Complex, which will be extremely dependent on competition and
market conditions, and therefore may be subject to significant volatility.
Accordingly, there can be no assurance as to whether or not the Partnership may
be able to make distributions, nor the timing or amount of any potential
distributions to Limited Partners. The Operating General Partners and the
General Partner plan to periodically assess the possible resumption of cash flow
distributions, based on the results of operations, the physical condition of the
Property, the then current interest rates, and local market conditions, among
other things.

     To the extent cash flow is generated by the Operating Partnerships, such
cash flow may be retained by the Operating Partnerships or may be distributed at
the discretion of management, pursuant to the terms of the limited partnership
agreements of the Operating Partnerships. To the extent there are net proceeds
from a future sale or refinancing of the Complex, the Partnership will receive
100% of any such proceeds available for distribution until the 7% cumulative
preferred distribution has been achieved. Through December 2000, the cumulative
preferred distribution is approximately $13,539,758. As of December 31, 2000,
the Operating Partnerships' balance in the replacement reserves account, which
is controlled by the Lender to be used for certain repairs or capital
improvements, was approximately $45,000 and the balance in the capital
improvement escrow was approximately $2,104,000.

     As of December 31, 2000, the Operating Partnerships' net liquidity improved
compared to December 31, 1999. Cash and cash equivalents increased by
approximately $622,000 and mortgage escrow deposits, which includes the
replacement reserves and capital improvement escrow noted above, increased by
approximately $1,655,000. During the year ended February 28, 2001, the
Partnership's investment in Operating Partnerships increased by $83,937 as a
result of the equity in income of investment in Operating Partnerships.

     The annual investor service fees are payable from the operations of the
Operating Partnerships and from reserves of the Partnership. As of February 28,
2001, due to affiliates reflected on the Partnership's balance sheet includes
$165,000 of accrued investor service fees.


     Results of Operations

     The Partnership's operating results are dependent upon the operating
results of the Operating Partnerships and are significantly impacted by the
policies of the Operating Partnerships. Registrant accounts for its investment
in Operating Partnerships in accordance with the equity method of accounting,
under which the investment is carried at cost and is adjusted for Registrant's
share of the Operating Partnerships' results of operations and by any cash
distributions received. Equity in loss of each investment in Operating
Partnership allocated to Registrant is recognized to the extent of Registrant's
investment balance in each Operating Partnership. Any equity in loss in excess
of Registrant's investment balance in an Operating Partnership is allocated to
other partners' capital in each such Operating Partnership. As a result, the
equity in loss of investment in Operating Partnerships is expected to decrease
as Registrant's investment balances in the respective Operating Partnerships
become zero.


                                       6
<PAGE>


     Cumulative losses and cash distributions in excess of investment in
Operating Partnerships may result from a variety of circumstances, including the
Operating Partnerships' accounting policies, debt structure and operating
deficits, among other things. Accordingly, cumulative losses and cash
distributions in excess of the investment are not necessarily indicative of
adverse operating results of the Operating Partnerships.

     Year Ended February 28, 2001

     During the year ended February 28, 2001 the Partnership earned interest of
approximately $12,000 which was lower than the previous fiscal period as a
result of the distribution to limited partners at the end of the prior fiscal
period resulting in lower average cash balances. The Partnership's operating
expenses were comparable to the year ended February 29, 2000 and are not
expected to vary significantly in the near future. Registrant's equity in income
in Operating Partnerships does not include a 99% allocation of the income
reported by the Operating Partnerships due to the nonrecognition of previous
years' losses in excess of Registrant's investment in Dixon Mills I in
accordance with the equity method of accounting.

     The Operating Partnerships reported net income from operations for the year
ended December 31, 2000 in the amount of approximately $623,000, inclusive of
depreciation and amortization of approximately $1,420,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,684,000 during 2000,
which considers principal amortization under the mortgages (approximately
$278,000) and net deposits to the replacement reserve (approximately $82,000),
but does not consider the planned capital improvements. Occupancy remained
consistently high throughout 2000, while management has steadily increased
rental rates, resulting in an increase in rental revenues of approximately
$524,000 compared to 1999. The Operating Partnerships did not utilize any
replacement reserves during 2000.

     Although the results of operations have steadily improved, management
continues to examine methods to maintain healthy occupancy rates while steadily
increasing rental rates and to closely monitor its operating costs. In addition,
management is addressing the capital improvements to be conducted from the
proceeds from the refinancing. As of December 31, 2000, the occupancy rate was
approximately 98%. The future operating results of the Complex will be extremely
dependent on market conditions (which have been very strong but include newly
developed multi-family housing in the area) and the regional economy, and
therefore may be subject to significant volatility.

     Year Ended February 29, 2000

     During the year ended February 29, 2000 the Partnership earned interest of
approximately $54,000 which was comparable to the previous fiscal period. The
Partnership's operating expenses were comparable to the year ended February 28,
1999. Registrant's equity in income in Operating Partnerships does not include a
99% allocation of the income reported by the Operating Partnerships due to the
nonrecognition of previous years' losses in excess of Registrant's investment in
Dixon Mills I and II in accordance with the equity method of accounting.

     The Operating Partnerships reported net income from operations for the year
ended December 31, 1999 in the amount of approximately $240,000, inclusive of
depreciation and amortization of approximately $1,386,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,293,000 during 1999,
which considers principal amortization under the mortgages (approximately
$272,000) and net deposits to the replacement reserve (approximately $65,000).
Occupancy remained consistently high throughout 1999, while management steadily
increased rental rates, resulting in an increase in rental revenues of
approximately $436,000 compared to 1998. The Operating Partnerships did not
utilize any replacement reserves during 1999. As of December 31, 1999, the
occupancy rate was approximately 98%.

     Year Ended February 28, 1999

     During the year ended February 28, 1999, the Partnership earned interest of
approximately $53,000 including approximately $21,000 of accrued interest on
advances provided to the Operating Partnerships. The Partnership's operating
expenses were comparable to the year ended February 28, 1998. Registrant's
equity in loss in Operating Partnerships does not include a 99% allocation of
the loss reported by the Operating Partnerships due to the nonrecognition of
losses in excess of Registrant's investment in Dixon Mills I and II in
accordance with the equity method of accounting.

     The Operating Partnerships reported a net loss for the year ended December
31, 1998 in the amount of approximately $748,000, inclusive of depreciation and
amortization of approximately $1,377,000 and the extraordinary charge in
connection with the litigation settlement of $500,000. However, the Operating
Partnerships generated cash flow after required debt service payments and

                                       7

<PAGE>

required replacement reserve deposits of approximately $549,000 during 1998,
which considers principal amortization under the mortgages (approximately
$254,000) and net deposits to the replacement reserve (approximately $85,000),
and excludes the extraordinary charge and accrued interest to the Partnership
(approximately $21,000). Occupancy remained consistently high throughout 1998,
while management steadily increased rental rates, resulting in an improvement in
operating results compared to 1997. As of December 31, 1998, the occupancy rate
was approximately 96%. The Operating Partnerships did not utilize any
replacement reserves during 1998.


     Inflation

     Inflation is not expected to have a material adverse impact on Registrant's
revenues during its period of equity ownership in the Operating Partnerships
except as discussed below under Quantitative and Qualitative Disclosures About
Market Risk.

     New Accounting Pronouncement

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards for derivative instruments. It requires that
an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. Adoption of SFAS No. 133 is not expected to have a material
impact on the Partnership`s financial presentation or disclosures.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The Partnership has market risk sensitivity with regard to financial
instruments concerning potential interest rate fluctuations in connection with
the low floater rates associated with the Operating Partnerships' mortgages as
refinanced as of April 28, 2000. Although an interest rate cap has been
purchased, an increase in the low-floater interest rates of .25% would have an
annualized impact of approximately $70,000 on the Operating Partnerships'
results of operations.

Item 8.   Financial Statements and Supplementary Data

     The financial information required in response to this Item 8 is submitted
as part of Item 14(a) of this report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     None.


                                       8
<PAGE>


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant

     The Partnership has no directors or executive officers.

     The General Partner was incorporated in Delaware on November 24, 1986. As
described below, its principals have had significant experience in various
facets of the real estate business including the development of multi-family
rental housing. The directors and officers of the General Partner, who have
served as such since inception, are as follows:

  Name                        Age     Office
  ----                        ---     ------

  Richard Paul Richman        53   President and Director

  Robert H. Wilder, Jr.       55   Executive Vice President, Assistant
                                   Secretary, Treasurer and Director.

  Gina S. Scotti              44   Secretary

     Richard Paul Richman, 53 years old, is President and Director of WRHC. Mr.
Richman graduated from the Columbia University Law School with a Juris Doctor
degree, the Columbia University Graduate School of Business Administration with
a Master of Business Administration degree and Syracuse University with a
Bachelor of Arts degree in Political Science. Mr. Richman has over ten years of
extensive experience in both the development and management of residential
properties. From 1973 until 1979, Mr. Richman practiced corporate law in New
York City with the law firm of Greenbaum, Wolff & Ernst and then as a partner of
Shipley, Richman & Nierenberg. For over six years, Mr. Richman acted as a lawyer
in connection with the development, syndication and tax issues relating to real
estate. Since 1988, Mr. Richman has been the President and majority stockholder
of The Richman Group, Inc. and is the managing partner of The Richman Group of
Connecticut, L.L.C. In recent years, Mr. Richman has devoted full time to the
syndication and development of real estate. Mr. Richman was a vice president and
shareholder of Related Housing Companies Incorporated, New York, New York from
1978 until mid-1979 with responsibility for that company's project acquisition
and syndication activities. Mr. Richman has been a member of the National
Advisory Board of the Housing and Development Reporter, a bi-weekly publication
of the Bureau of National Affairs, Inc., a frequent speaker on real estate
syndication, and a member of the New York State Historic Credit Task Force, the
National Leased Housing Association, the Coalition to Preserve the Low-Income
Tax Credit and the Minority Developer Assistance Corporation (which was
established by the New York State Battery Park Commission).

     Robert H. Wilder, Jr., 55 years old, is Executive Vice President, Assistant
Secretary, Treasurer and Director of WRHC. Mr. Wilder graduated from the
University of Michigan with a Bachelor of Arts degree in Economics and from the
Columbia University Graduate School of Business with a Master of Business
Administration degree. After graduation in 1968, Mr. Wilder joined James D.
Landauer Associates, Inc., a national real estate consulting firm, where his
account responsibilities included feasibility studies, market analyses, land use
studies, portfolio valuations and appraisals of industrial, office, commercial
and multi-family properties. From 1973 until mid-1979, Mr. Wilder was executive
vice president and shareholder of Related Housing Companies Incorporated, New
York, New York, and was responsible for mortgage financing and construction loan
placement and the supervision of the development of the company's projects.
Since 1988, Mr. Wilder has been the President and sole shareholder of Wilder
Property Companies Inc. Mr. Wilder is also a licensed real estate broker in New
York and Connecticut.

     Gina S. Scotti, 44 years old, is Secretary of WRHC. Ms. Scotti, a Vice
President and Secretary of The Richman Group, Inc. and Secretary of Wilder
Richman Corporation ("WRC"), joined WRC in 1984 as a special assistant to the
President, and has been the Director of Investor Services with responsibility
for communications with investors since 1986.


                                       9
<PAGE>


Item 11.  Executive Compensation

     The Partnership is not required to pay the officers, directors or partners
of the General Partner any direct compensation, and no such compensation was
paid during the year ended February 28, 2001.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     No person or group is known by the Partnership to be the owner of record of
more than 5% of the outstanding Units as of February 28, 2001.


Item 13.  Certain Relationships and Related Transactions

     The financial interests in Registrant of the General Partner and Special
Limited Partner are set forth under the heading "PROFITS, LOSSES and
DISTRIBUTIONS" at pages 117 - 124 of the Prospectus.

     Transactions with Affiliates of Management

     The General Partner and certain of its affiliates are entitled to receive
certain compensation, fees and reimbursement of expenses during the offering,
operational and termination or refinancing stages of the Partnership.

     Wilder Richman Management Corporation ("WRMC"), an affiliate of the General
Partner, is a co-management agent of the Complex. In connection with these
services, WRMC earned management fees of $107,353 in 2000 and received payment
of $405,782, which includes fees accrued from prior years.

     Richman Asset Management, Inc. an affiliate of the General Partner, earned
compensation in the amount of $60,000 in 2001 for its performance in connection
with investor services for the Partnership and the Operating Partnerships and
received payment of $65,000, which includes accrued fees.

     Indebtedness of Management

     No officer or director of the General Partner or any affiliate of the
foregoing was indebted to Registrant at any time during the years ended February
28, 2001 and February 29, 2000.


                                       10
<PAGE>


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K


     a)   Financial Statements

       (i)   The list of Financial Statements of Registrant appears on page F-1.

       (ii)  The list of Financial Statements of the Operating Partnerships
             appears on page F-15.

       (3)   Exhibits:

       (3A)  Certificate of Limited Partnership of Wilder Richman Historic
             Properties II, L.P., as filed with the Secretary of State of
             Delaware on October 15, 1987;*

       (3B)  Form of Agreement of Limited Partnership of Wilder Richman Historic
             Properties II, L.P. (attached to Prospectus as Exhibit A);

       (4)   Form of Subscription Agreement (attached to Prospectus as Exhibit
             B);

       (10A) Previously executed and filed Certificate of Limited Partnership
             and Amended and Restated Certificate of Limited Partnership of (x)
             Dixon Mill Associates I (Phase One), Limited Partnership, (y) Dixon
             Mill Associates II (Phase Two), Limited Partnership and (z) Dixon
             Mill Associates III (Phase Three), Limited Partnership;*

       (10B) Form of Amended and Restated Agreement and Certificate of Limited
             Partnership of the Dixon Mill Partnerships:

             (1) Dixon Mill Associates I (Phase One), Limited Partnership
             Amended and Restated Agreement and Certificate of Limited
             Partnership;**

             (2) Dixon Mill Associates II (Phase Two), Limited Partnership
             Amended and Restated Agreement and Certificate of Limited
             Partnership;** and

             (3) Dixon Mill Associates III (Phase Three), Limited Partnership
             Amended and Restated Agreement and Certificate of Limited
             Partnership;**

       (10C) Dixon Mill Complex Financing Documents;*

       (10D) Administrative Consent Order with New Jersey Department of
             Environmental Protection ("NJDEP") and NJDEP Non-Applicability
             Letter as to Dixon Mill Partnerships;*

       (10E) Master Services Agreement, dated June 18, 1986, between Varick
             Construction Corp. and IT Corporation;*

       (10F) Documents related to Dixon Mill Complex historic certification;*

       (10G) Form of Operating Deficit Guarantee Agreement;*

       (10H) Form of Repurchase Agreement;**

       (10I) Form of Investor Services Agreement;**

       (10J) Form of Escrow Agreement among Wilder Richman Historic Properties
             II, L.P., Wilder Richman Historic Corporation, Shearson Lehman
             Hutton Inc. and FirsTier Bank, N.A., as escrow agent;**


                                       11
<PAGE>


       (10K) Form of Financial Development Consulting Agreement between Wilder
             Richman Corporation and the Operating Partnerships;**

       (10L) Form of Annuity Issuance Agreement between Wilder Richman Historic
             Properties II, L.P. and the Issuer;**

       (10M) Form of Guaranteed Investment Contract Escrow Agreement among
             Wilder Richman Historic Properties II, L.P., the Dixon Mill
             Partnerships and the escrow agent;**

       (10N) Form of Assignment between the Dixon Mill Partnership, as Assignor,
             and Wilder Richman Historic Properties II, L.P., as Assignee;**

       (10O) Form of Letter from The Dixon Venture to Wilder Richman Historic
             Properties II, L.P. and the Dixon Mill Partnerships, as to The
             Dixon Venture's agreement to bear all costs of compliance with the
             New Jersey Environmental Cleanup Responsibility Act;**

       (10P) Amendment No. 1 to Agreement of Limited Partnership; ***

       (10Q) Reinstatement and Modification Agreement; ***

       (10R) Operating Deficit Escrow Agreement; ***

       (10S) Priority Operating Deficit Escrow Agreement; ***

       (10T) Amended and Restated Achievement Escrow Agreement; ***

       (10U) Default Avoiding Loan Agreement; ***

       (10V) Management Agreement; ***

       (10W) Chase Note; ***

       (10X) Letter of Intent to Reinstate and Modify the Mortgages; ****

*    Incorporated by Reference to Registrant's Form S-11 Registration Statement
     as filed with the Securities and Exchange Commission on January 15, 1988.
**   Incorporated by Reference to Amendment No.1 to Registrant's Form S-11
     Registration Statement as filed with the Securities and Exchange Commission
     on May 9, 1988.
***  Submitted as exhibit to Form 10-K for the fiscal year ended February 29,
     1992.
**** Incorporated by Reference to Proxy dated March 23, 1992.

     b)  Reports on Form 8-K

         None.


                                       12
<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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 on the 15th day of June,
2001.


                   Wilder Richman Historic Properties II, L.P.

                   By:   Wilder Richman Historic Corporation, General Partner


                   By: /s/ Richard Paul Richman
                       ------------------------
                       Richard Paul Richman
                       President and Director


                   By: /s/  Robert H. Wilder, Jr.
                       -------------------------
                       Robert H. Wilder, Jr.
                       Executive Vice President and Director



                                       13
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          FINANCIAL STATEMENTS FOR THE

     YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

                        AND INDEPENDENT AUDITORS' REPORT



<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          Financial Statements for the

     Years Ended February 28, 2001, February 29, 2000 and February 28, 1999
     ----------------------------------------------------------------------

                        and Independent Auditors' Report





                                 C O N T E N T S

                                                                       Page

INDEPENDENT AUDITORS' REPORT                                           F-2


FINANCIAL STATEMENTS:

  Balance sheets                                                       F-3

  Statements of operations                                             F-4

  Statements of partners' equity                                       F-5

  Statements of cash flows                                             F-6

  Notes to financial statements                                     F-7 - F-13



                                      F-1


<PAGE>


                         INDEPENDENT AUDITORS' REPORT





Partners
Wilder Richman Historic Properties II, L.P.
Greenwich, Connecticut


We have audited the accompanying balance sheets of Wilder Richman Historic
Properties II, L.P. as of February 28, 2001 and February 29, 2000, and the
related statements of operations, partners' equity, and cash flows for the years
ended February 28, 2001, February 29, 2000 and February 28, 1999. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wilder Richman Historic
Properties II, L.P. as of February 28, 2001 and February 29, 2000 and the
results of its operations, changes in partners' equity and cash flows for the
years ended February 28, 2001, February 29, 2000 and February 28, 1999 in
conformity with generally accepted accounting principles.



/s/ Rosenberg, Neuwirth & Kuchner
Certified Public Accountants, P.C.

May 25, 2001
New York, New York


                                       F-2
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                 BALANCE SHEETS



                                                     February 28,  February 29,
           A S S E T S                                   2001          2000
           -----------                              -----------   -----------

INVESTMENTS IN OPERATING PARTNERSHIPS
 (Notes 2, 3, 4 and 7)                              $ 1,405,503   $ 1,321,566

CASH AND CASH EQUIVALENTS (Note 2)                      157,990       180,125

OTHER ASSETS                                             10,084         9,988
                                                    -----------   -----------

                                                    $ 1,573,577   $ 1,511,679
                                                    ===========   ===========



           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Other liabilities                                 $    10,000   $    10,000

  Due to related parties (Note 4)                       179,201       184,201
                                                    -----------   -----------

                                                        189,201       194,201
                                                    -----------   -----------
COMMITMENTS AND CONTINGENCIES (Note 3)

PARTNERS' EQUITY (Note 5):

  Limited partners' equity                            1,527,201     1,460,972

  General partner's deficit                            (142,825)     (143,494)
                                                    -----------   -----------

                                                      1,384,376     1,317,478
                                                    -----------   -----------
                                                    $ 1,573,577   $ 1,511,679
                                                    ===========   ===========


                        See notes to financial statements

                                       F-3

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                        Year Ended
                                                       ------------------------------------------
                                                       February 28,  February 29,     February 28,
                                                           2001         2000              1999
                                                       -----------   ----------       -----------
<S>                                                    <C>           <C>              <C>
Revenues:

Interest income                                        $    11,890   $   54,009       $    52,660

Expenses:

Operating                                                   28,929       36,187            32,575
                                                       -----------   ----------       -----------

  Income (loss) from operations                            (17,039)      17,822            20,085
                                                       -----------   ----------       -----------

Equity in income (loss) of Operating Partnerships
    from operations                                        388,779      128,830          (186,393)
Extraordinary item - operating partnership
   Litigation settlement                                         -            -          (321,753)
   Write-off of unamortized deferred costs                (304,842)           -                 -
                                                       -----------   ----------       -----------


Net income (loss) from operating partnerships               83,937      128,830          (508,146)
                                                       -----------   ----------       -----------


         NET INCOME (LOSS)                             $    66,898   $  146,652       $  (488,061)
                                                       ===========  ===========       ===========

Net income (loss) attributable to:

    Limited partners                                  $     66,229  $   145,185       $  (483,180)

    General partner                                            669        1,467            (4,881)


                                                      $     66,898  $   146,652       $  (488,061)

Net income (loss) per unit of limited
   partnership interest                               $         83  $       181       $      (604)
                                                       ===========  ===========       ===========
</TABLE>


                        See notes to financial statements

                                       F-4

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999



<TABLE>
<CAPTION>
                                                                                       Limited            General
                                                                     Total             partners           partner
                                                                -------------       ------------       ------------
<S>                                                              <C>                 <C>                <C>
Partners' equity (deficit), March 1, 1998                        $  2,622,887        $ 2,762,967        $  (140,080)

Net loss, year ended February 28, 1999                               (488,061)          (483,180)            (4,881)
                                                                -------------       ------------       ------------

Partners' equity (deficit), February 28, 1999                       2,134,826          2,279,787           (144,961)

Distribution                                                         (964,000)          (964,000)             -

Net income, year ended February 29, 2000                              146,652            145,185              1,467
                                                               --------------      -------------      -------------

Partners equity (deficit) February 29, 2000                         1,317,478          1,460,972           (143,494)
Net income, year ended February 28, 2001                               66,898             66,229                669
                                                               --------------      -------------     --------------

Partners' equity (deficit) February 28, 2001                      $ 1,384,376        $ 1,527,201        $  (142,825)
                                                               ==============      =============     ==============


Limited partnership units outstanding at February 28,
    2001, February 29, 2000 and February 28, 1999                         800
                                                               ==============
</TABLE>



                        See notes to financial statements

                                       F-5


<PAGE>




                      WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                               STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                     Year Ended
                                                                                  ------------------------------------------------

                                                                                   February 28,      February 29,     February 28,
                                                                                      2001             2000              1999
                                                                                  -----------        ----------       -----------
<S>                                                                                 <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                $  66,898         $ 146,652         $(488,061)
                                                                                  -----------        ----------       -----------
   Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Equity in (income) loss of Operating Partnerships                             (83,937)         (128,830)          508,146
        Changes in assets and liabilities:
           Decrease (increase) in accrued interest receivable                             -             140,083           (20,823)
           Increase in other assets                                                       (96)           (9,988)              -
           Increase in due to related parties                                          (5,000)           15,000            15,000
                                                                                  -----------        ----------       -----------

            Total adjustments                                                         (89,033)           16,265           502,323
                                                                                  -----------        ----------       -----------

            Net cash provided by (used in) operating activities                       (22,135)          162,917            14,262
                                                                                 ------------       -----------     -------------


CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions to partners                                                              -            (964,000)              -
                                                                                  -----------        ----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Receipt of  note receivable                                                            -             317,713               -
                                                                                  -----------        ----------       -----------


NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                                        (22,135)         (483,370)           14,262

CASH AND CASH EQUIVALENTS, beginning of year                                          180,125           663,495           649,233
                                                                                  -----------        ----------       -----------

CASH AND CASH EQUIVALENTS, end of year                                              $ 157,990         $ 180,125         $ 663,495
                                                                                  ===========        ==========       ===========
</TABLE>


                        See notes to financial statement

                                       F-6


<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

     YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



1.    ORGANIZATION

      Wilder Richman Historic Properties II, L.P. (the "Partnership") was formed
      under the Delaware Revised Uniform Limited Partnership Act on October 15,
      1987 to acquire all of the limited partnership interest in Dixon Mill
      Associates I (Phase One), Limited Partnership ("Dixon Mill I"), Dixon Mill
      Associates II (Phase Two), Limited Partnership ("Dixon Mill II") and Dixon
      Mill Associates III (Phase Three), Limited Partnership ("Dixon Mill III")
      (together herein referred to as the "Operating Partnerships") which,
      collectively, constructed, rehabilitated and own and operate a 433-unit
      apartment complex (the "Complex") located in Jersey City, New Jersey.
      Wilder Richman Historic Corporation (the "General Partner") is the General
      Partner of the Partnership. The general partner of the Operating
      Partnerships is Dixon Venture Corp. (the "Operating General Partner").

      The Partnership filed a Form S-11 registration statement with the
      Securities and Exchange Commission, which became effective May 9, 1988,
      covering an offering (the "Offering") of 800 limited partnership units at
      $24,100 per unit.

      On July 15, 1988, the Partnership admitted 754 limited partners
      representing 800 units of limited partnership interest (the "Closing") for
      $19,280,000 in cash and notes. Immediately following the Closing, the
      Partnership acquired a 99% limited partnership interest in the Operating
      Partnerships. The Partnership acquired its limited partnership interest
      for $16,388,000 which was paid in installments.


2.    SIGNIFICANT ACCOUNTING POLICIES

      Financial statements

      The financial statements of the Partnership are prepared on the accrual
      basis of accounting and include only those assets, liabilities and results
      of operations related to the business of the Partnership.

      Investments in Operating Partnerships

      The Partnership accounts for its investment in the Operating Partnerships
      on the equity method of accounting. Under the equity method of accounting,
      the investment cost is adjusted by the Partnership's share of the
      Operating Partnerships' results of operations, which are limited to the
      respective investment balances and by distributions received or accrued.
      The statements of operations include the Partnership's equity in the
      earnings (loss) of the Operating Partnerships on a calendar year basis.

      Income taxes

      No provisions have been made for federal, state and local income taxes, as
      they are the personal responsibility of the partners.

      Cash and cash equivalents

      The Partnership considers all highly liquid debt instruments purchased
      with an original maturity of three months or less at the date of
      acquisition to be cash equivalents. Cash and cash equivalents are recorded
      at cost, which approximates fair value.


                                       F-7

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Fiscal year

      The Partnership's fiscal year ends on the last day in February.

      Use of estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      Recently issued accounting standard

      In June 1998, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standard ("SFAS") No.133,
      "Accounting for Derivative Instruments and Hedging Activities." The
      Partnership is required to adopt SFAS No. 133 for the year ending February
      28, 2002. SFAS No. 133 establishes methods of accounting for
      derivative financial instruments and hedging activities related to
      those instruments as well as other hedging activities. The Partnership
      currently holds no derivative financial instruments and does not
      currently engage in hedging activities. The adoption of SFAS No. 133
      is not expected to have any material impact on the Partnership's
      financial position or results or operations.


3.    INVESTMENTS IN OPERATING PARTNERSHIPS

      The Investments in Operating Partnerships are as follows:


<TABLE>
<CAPTION>
                                                                Dixon             Dixon              Dixon
                                                                Mill I            Mill II            Mill III            Total
                                                           --------------       -----------        -----------        -----------
<S>            <C>                                       <C>                    <C>                <C>                <C>
Balance, March 1,1998                                    $            -         $   362,954        $ 1,337,928        $ 1,700,882

Equity in loss of Operating Partnerships                              -            (362,954)          (145,192)          (508,146)
                                                           --------------       -----------        -----------        -----------

Balance, February 28, 1999                                            -                 -            1,192,736          1,192,736

Equity in income of Operating Partnerships                            -              33,326             95,504            128,830
                                                           --------------       -----------        -----------        -----------
Balance, February 29, 2000                                            -              33,326          1,288,240          1,321,566

Equity in income of Operating Partnerships                            -               2,520             81,417             83,937
                                                           --------------       -----------        -----------        -----------

Balance, February 28, 2001                               $            -         $    35,846        $ 1,369,657        $ 1,405,503
                                                           ==============       ===========        ===========        ===========
</TABLE>


      In accordance with the Operating Partnership Agreement, income and
      losses are to be allocated 1% and 99% to the Operating General Partner
      and the Partnership, respectively. Losses are not allocable to the
      Partnership if the losses reduce its equity basis below zero. Losses
      in excess of the Partnership's investment are allocated to the Operating
      General Partner.

      Accordingly, the Operating Partnerships did not allocate 99% of the income
      reported in 2000 and 1999 to the Partnership due to the non-allocation
      of previous years' losses in excess of the Partnership's investment.


                                       F-8


<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999


3.  INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)



      The combined balance sheets of the Operating Partnerships at December 31,
2000 and 1999 are shown below.

<TABLE>
<CAPTION>
                                                                       December 31,
                                                              ---------------------------------
                                                                 2000                  1999
                                                              -----------         -----------
<S>                                                           <C>                  <C>
Assets:
   Land                                                       $ 1,150,473          $ 1,150,473
   Buildings (net of accumulated depreciation
       of $15,245,400 and $13,840,014 in 2000 and
       1999, respectively)                                     38,655,465           39,205,029
   Cash and cash equivalents                                    1,959,906            1,338,266
   Deferred costs                                                 876,139              449,912
   Mortgage escrow deposits                                     2,854,409            1,199,642
   Tenant security deposits                                       852,014              789,828
   Other assets                                                    92,372               76,687
                                                              -----------          -----------

       Total assets                                           $46,440,778          $44,209,837
                                                              ===========          ===========

Liabilities:
   Mortgages payable                                          $28,600,000          $26,249,814
   Accounts payable and accrued expenses                          199,935              159,007
   Accrued interest payable                                        45,040              132,298
   Tenants' security deposits payable                             852,014              789,828
   Due to general partner and affiliates                          976,571            1,284,524
                                                              -----------          -----------

      Total liabilities                                        30,673,560           28,615,471
                                                              -----------          -----------

Partners' equity:
   Wilder Richman Historic Properties II, L.P.                  1,405,503            1,321,566
   General partner                                             14,361,715           14,272,800
                                                              -----------          -----------

       Total partners' equity                                  15,767,218           15,594,366
                                                              -----------          -----------

       Total liabilities and partners' equity                 $46,440,778          $44,209,837
                                                              ===========          ===========
</TABLE>


                                       F-9


<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999


3. INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)


   The combined statements of operations of the Operating Partnerships for the
   years ended December 31, 2000, 1999 and 1998 are as follows:


<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                     2000                1999                1998
                                                                 -----------         -----------         -----------
<S>                                                              <C>                 <C>                 <C>
  Revenues:
      Rent                                                       $ 7,043,881         $ 6,519,761         $ 6,083,567
      Interest                                                        98,318              82,374              56,291
                                                                 -----------         -----------         -----------

                                                                   7,142,199           6,602,135           6,139,858
                                                                 -----------         -----------         -----------
  Expenses:
      Administrative                                               1,116,592             993,470             997,976
      Operating                                                    2,472,392           2,009,050           2,018,481
      Management fees                                                261,828             189,194             178,610
      Interest                                                     1,248,387           1,784,654           1,816,393
      Depreciation and amortization                                1,420,236           1,386,082           1,376,710
                                                                 -----------         -----------         -----------
                                                                   6,519,435           6,362,450           6,388,170
                                                                 -----------         -----------         -----------

 Income (loss) before extraordinary item                             622,764             239,685            (248,312)

Extraordinary item:
   Litigation settlement                                                 -                   -              (500,000)

      Write-off of unamortized deferred costs                       (449,912)                -                 -
                                                                 -----------         -----------         -----------

        NET INCOME (LOSS)                                        $   172,852         $   239,685         $  (748,312)
                                                                 ===========         ===========         ===========


   Income (loss) before extraordinary item allocated to
                                                                                                         -----------
      Wilder Richman Historic Properties II, L.P.                $   388,779         $   128,830         $  (186,393)

    Extraordinary items                                             (304,842)                -              (321,753)
                                                                 -----------         -----------         -----------

    Net income (loss) allocated to Wilder Richman Historic
        Properties II, L.P.                                      $    83,937         $   128,830         $  (508,146)
                                                                 ===========         ===========         ===========

    Income (loss) before extraordinary items allocated to
      Dixon Venture Corp.                                        $   233,985         $   110,855         $   (61,919)

       Extraordinary items                                          (145,070)                -              (178,247)
                                                                 -----------         -----------         -----------

       Net income (loss) allocated to Dixon Venture Corp.        $    88,915         $   110,855         $  (240,166)
                                                                 ===========         ===========         ===========
</TABLE>



                                      F-10


<PAGE>


                      WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999


4.  RELATED PARTY TRANSACTIONS

    An annual investor services fee is payable to an affiliate of the General
    Partner in the amount of $15,000 from the Partnership and each of the
    Operating Partnerships. At February 28, 2001 and February 29, 2000, due to
    related parties includes $165,000 and $170,000, respectively of investor
    services fees payable from the Partnership.

    At February 28, 2001 and February 29, 2000, due to related parties includes
    $9,846 due to the Operating Partnerships.

    An affiliate of the General Partner is the co-management agent of the
    properties owned by the Operating Partnerships. The affiliated management
    agent earned $107,353 and $82,678 in the years ended December 31, 2000 and
    1999, respectively and $405,782 was paid in 2000 and $76,329 was paid in
    1999.

5.  PARTNERS' EQUITY

    The General Partner, the special limited partner and the investor limited
    partners were allocated 1%, .01% and 98.99%, respectively, of income and
    losses.

    Distributions

    Cash flow of the Partnership available annually for distribution after
    payment of Partnership expenses will be distributed 98.99% to the investor
    limited partners, .01% to the special limited partner and 1.00% to the
    General Partner.

    Net cash proceeds resulting from a sale or refinancing by the Operating
    Partnerships, to the extent available (after the discharge of debts and
    obligations of the Operating Partnerships and the Partnership, including
    outstanding loans from partners or affiliates), will be distributed
    generally as follows:

    -      98.99% to the investor limited partners, .01% to the special limited
               partner and 1.00% to the General Partner, until the investor
               limited partners have received an amount equal to their adjusted
               contributions;

    -      98.99% to the investor limited partners, .01% to the special limited
               partner and 1.00% to the General Partner, until the investor
               limited partners have received an amount equal to the accrued
               cumulative, non-compounded rate of 7% per annum (see Note 7).

    -      The balance of adjusted capital contributions of the General Partner
           and special limited partner, and

    -      The balance, if any, 97.99% to the investor limited partners, .01% to
               the special limited partner and 2.00% to the General Partner.


                                      F-11
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999


6.    TAXABLE LOSS

      A reconciliation of the financial statement loss of the Partnership for
      the years ended February 28, 2001, February 29, 2000 and February 28, 1998
      to the net loss as shown on the tax returns for the years ended December
      31, 2000, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                                                       Year ended
                                                                                                     December 31,
                                                                                   ----------------------------------------------
                                                                                       2000            1999               1998
                                                                                   -----------      -----------      -----------
<S>                                                                                <C>              <C>              <C>
Financial statement income (loss) for the year ended February 28, 2001,
   February 29, 2000 and
  February 28, 1999, respectively                                                  $    66,898      $   146,652      $  (488,061)

Less transactions occurring during January 1 to end of February of
   respective periods:
   Interest income                                                                        (298)          (6,739)             677
   Fees to related party not deductible
      under Internal Revenue Code Section 267                                           (5,000)          15,000           15,000
                                                                                   -----------      -----------      -----------

                                                                                        61,600          154,913         (472,384)

Financial statement to tax return difference arising from investments in
    Operating Partnerships:

Adjustment due to non-allocation of income (loss) in
     excess of limited partners investment                                              87,186          108,458          (59,436)

Fees to related party not deductible under
  Internal Revenue Code Section 267                                                   (274,417)        (720,068)         186,720

Litigation settlement                                                                      -           (495,000)         321,753

Excess of depreciation expense of the operating
  partnerships for income tax purposes over
  financial reporting purposes                                                      (1,167,704)      (1,194,853)      (1,193,954)
                                                                                   -----------      -----------      -----------

Taxable loss                                                                       $(1,293,335)     $(2,146,550)     $(1,217,301)
                                                                                   ===========      ===========      ===========
</TABLE>



                                      F-12

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2001, FEBRUARY 29, 2000 AND FEBRUARY 28,1999



7.    COMMITMENTS AND CONTINGENCIES

      Preferred return

      Pursuant to the Partnership Agreement, the investor limited partners are
      entitled to an annual preferred return in the amount of 7% of the investor
      limited partners' adjusted contributions outstanding from time to time,
      subject to cash flow available for distribution (including lender
      restrictions). As of December 31, 2000, the cumulative preferred amount
      due from the Operating Partnerships is $13,539,758. Any cumulative
      shortfall not recovered out of future cash flow distributions will be
      payable from sale or refinancing proceeds, to the extent available.





                                      F-13

<PAGE>


                             DIXON MILLS ASSOCIATES

                      COMBINED FINANCIAL STATEMENTS FOR THE

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                        AND INDEPENDENT AUDITORS' REPORT



<PAGE>


                             DIXON MILLS ASSOCIATES

                      Combined Financial Statements for the

                  Years Ended December 31, 2000, 1999 and 1998

                        and Independent Auditors' Report



                                 C O N T E N T S

                                                                       Page

INDEPENDENT AUDITORS' REPORT                                           F-16


COMBINED FINANCIAL STATEMENTS:

  Combined balance sheets                                              F-17

  Combined statements of operations                                    F-18

  Combined statements of partners' equity                              F-19

  Combined statements of cash flows                                    F-20

  Notes to combined financial statements                            F-21 - F-25






                                     F-15
<PAGE>


                         INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Dixon Venture Corp.
Secaucus, New Jersey

and

Partners
Wilder Richman Historic Properties II, LP
Greenwich, Connecticut


We have audited the accompanying combined balance sheets of Dixon Mills
Associates as of December 31, 2000 and 1999, and the related statements of
operations, partners' equity and cash flows for the years ended December 31,
2000, 1999 and 1998. These financial statements are the responsibility of the
Partnerships' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dixon Mills Associates as of
December 31, 2000 and 1999, and the results of its operations, changes in
partners' equity and cash flows for the years ended December 31, 2000, 1999 and
1998 in conformity with generally accepted accounting principles.




/s/ Rosenberg, Neuwirth & Kuchner
Certified Public Accountants, P.C.

February 28, 2001
New York, New York




                                      F-16
<PAGE>


                             DIXON MILLS ASSOCIATES

                             COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           December 31,
                                                                 -----------------------------
           A S S E T S                                                2000            1999
           -----------                                           ------------   -------------
<S>                                                              <C>             <C>
LAND (Notes 2 and 5)                                             $  1,150,473    $  1,150,473

BUILDINGS (net of accumulated depreciation
   of $15,245,400 and $13,840,014 in 2000 and 1999,
    respectively) (Notes 2 and 5)                                  38,655,465      39,205,029

CASH AND CASH EQUIVALENTS (Note 2)                                  1,959,906       1,338,266

DEFERRED COSTS (Notes 2 and 5)                                        876,139         449,912

MORTGAGE ESCROW DEPOSITS (Note 5)                                   2,854,409       1,199,642

TENANT SECURITY DEPOSITS                                              852,014         789,828

OTHER ASSETS                                                           92,372          76,687
                                                                 ------------   -------------

                                                                 $ 46,440,778    $ 44,209,837
                                                                 ============    ============

           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

   Mortgages payable (Note 5)                                    $ 28,600,000    $ 26,249,814

   Accounts payable and accrued expenses                              199,935         159,007

   Accrued interest payable (Note 5)                                   45,040         132,298

   Tenants' security deposits payable                                 852,014         789,828

   Due to general partner and affiliates (Note 4)                     976,571       1,284,524
                                                                 ------------   -------------

                                                                   30,673,560      28,615,471
                                                                 ------------   -------------
COMMITMENTS AND CONTINGENCIES (Note 6)

PARTNERS' EQUITY (Note 3):
   WILDER RICHMAN HISTORIC
    PROPERTIES II, L.P., LIMITED PARTNER                            1,405,503       1,321,566

   DIXON VENTURE CORP., GENERAL PARTNER                            14,361,715      14,272,800
                                                                 ------------   -------------

                                                                   15,767,218      15,594,366
                                                                 ------------    ------------

                                                                 $ 46,440,778    $ 44,209,837
                                                                 ============    ============
</TABLE>



                   See notes to combined financial statements

                                      F-17
<PAGE>


                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                     Year ended
                                                                                      December 31,
                                                                      --------------------------------------------
                                                                          2000             1999             1998
                                                                      -----------     -----------      -----------
<S>                                                                   <C>              <C>             <C>
Revenues:
   Rent                                                               $ 7,043,881      $ 6,519,761     $ 6,083,567
   Interest                                                                98,318           82,374          56,291
                                                                      -----------     -----------      -----------

                                                                        7,142,199       6,602,135        6,139,858
                                                                      -----------     -----------      -----------
Expenses:
   Administrative                                                       1,116,592          993,470         997,976
   Operating                                                            2,472,392        2,009,050       2,018,481
   Management fees (Note 4)                                               261,828          189,194         178,610
   Interest (Note 5)                                                    1,248,387        1,784,654       1,816,393
   Depreciation and amortization                                        1,420,236        1,386,082       1,376,710
                                                                      -----------     -----------      -----------
                                                                        6,519,435        6,362,450       6,388,170
                                                                      -----------     -----------      -----------

Income (loss) before extraordinary item                                   622,764          239,685        (248,312)
Extraordinary item:
   Litigation settlement (Note 7)                                             -                -          (500,000)
   Write-off of unamortized deferred costs (Notes 5 and 7)               (449,912)             -               -
                                                                      -----------     -----------      -----------

        NET INCOME (LOSS)                                             $   172,852      $   239,685     $  (748,312)
                                                                      ===========      ===========     ===========

Income (loss) before extraordinary item allocated to

    Wilder Richman Historic Properties II, L.P.                       $   388,779      $   128,830     $  (186,393)

Extraordinary items                                                      (304,842)             -          (321,753)
                                                                      -----------      -----------     ------------

Net income (loss) allocated to Wilder Richman Historic
     Properties II, L.P.                                              $    83,937      $   128,830     $  (508,146)
                                                                      ===========      ===========     ============

Income (loss) before extraordinary item allocated to
     Dixon Venture Corp.                                              $   233,985      $   110,855     $  (61,919)

Extraordinary items                                                      (145,070)             -          (178,247)
                                                                      -----------      -----------     -----------

Net income (loss) allocated to Dixon Venture Corp.$                        88,915      $   110,855     $  (240,166)
                                                                      ===========      ===========     ============
</TABLE>




                   See notes to combined financial statements

                                      F-18
<PAGE>


                             DIXON MILLS ASSOCIATES

                     COMBINED STATEMENTS OF PARTNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                               Limited                  General
                                                          Total                 partner                 partner
                                                     ------------            ------------            ------------
<S>                                                  <C>                     <C>                     <C>
Partners' equity, January 1, 1998                    $ 16,102,993            $  1,700,882            $ 14,402,111

Net loss, year ended December 31, 1998                   (748,312)               (508,146)               (240,166)
                                                     ------------            ------------            ------------

Partners' equity, December 31, 1998                    15,354,681               1,192,736              14,161,945

Net income, year ended December 31, 1999                  239,685                 128,830                 110,855
                                                     ------------            ------------            ------------

Partners' equity, December 31, 1999                    15,594,366               1,321,566              14,272,800

Net income, year ended December 31, 2000                  172,852                  83,937                  88,915
                                                     ------------            ------------            ------------

Partners' equity, December 31, 2000                  $ 15,767,218            $  1,405,503            $ 14,361,715
                                                     ============            ============            ============
</TABLE>


                   See notes to combined financial statements

                                     F-19


<PAGE>


                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            Year ended December 31,
                                                                              ---------------------------------------------------
                                                                                   2000                1999             1998
                                                                              ------------       ------------       ------------
<S>                                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                          $    172,852       $    239,685       $   (748,312)
                                                                              ------------       ------------       ------------
   Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
     Depreciation and amortization                                               1,420,236          1,386,082          1,376,710
     Write-off of unamortized deferred costs - extraordinary                       449,912                -                  -
   Change in assets:
     Increase in mortgage escrow deposits                                          (34,210)           (64,903)           (67,005)
     Increase in tenant security deposits                                          (62,186)           (64,656)           (55,487)
     Increase in other assets                                                      (15,685)           (40,093)            (2,551)
   Change in liabilities:
     Increase (decrease) in accounts payable
       and accrued expenses                                                         40,928           (517,705)           539,628
     Increase (decrease) in accrued interest payable                               (87,258)          (136,841)            19,405
     Increase in tenants security deposits payable                                  62,186             64,656             55,487
     Increase (decrease) in due to general partner and affiliates                 (307,953)          (744,431)           188,606
                                                                              ------------       ------------       ------------

         Total adjustments                                                       1,465,970           (117,891)         2,054,793
                                                                              ------------       ------------       ------------
         Net cash provided by operating activities                               1,638,822            121,794          1,306,481
                                                                              ------------       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                                       (855,822)          (144,485)          (260,594)
                                                                              ------------       ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of mortgages payable                                                (26,249,814)          (272,332)          (254,748)
   Payment of note payable                                                             -             (317,713)               -

   Proceeds of mortgage financing                                               28,600,000                -                  -
   Payments to principal reserve fund                                             (182,499)               -                  -
   Deposits into mortgage escrow accounts at refinancing                        (1,438,058)               -                  -
   Payment of deferred costs                                                      (890,989)               -                  -
                                                                                                 ------------       ------------

        Net cash used in financing activities                                     (161,360)          (590,045)          (254,748)
                                                                              ------------       ------------       ------------

INCREASE (DECREASE) IN CASH                                                        621,640           (612,736)           791,139

CASH AND CASH EQUIVALENTS,
   beginning of year                                                             1,338,266          1,951,002          1,159,863
                                                                              ------------       ------------       ------------
CASH AND CASH EQUIVALENTS,
   end of year                                                                $  1,959,906       $  1,338,266       $  1,951,002
                                                                              ============       ============       ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during year for interest                                            $  1,335,645       $  1,921,495       $  1,796,988
                                                                              ============       ============       ============
</TABLE>


                   See notes to combined financial statements

                                      F-20
<PAGE>


                             DIXON MILLS ASSOCIATES

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


1.  COMBINATION AND ORGANIZATION

    The combined financial statements include the accounts of Dixon Mill
    Associates I (Phase One), Limited Partnership ("DM I"), Dixon Mill
    Associates II, (Phase Two), Limited Partnership ("DM II") and Dixon Mill
    Associates III, (Phase Three), Limited Partnership ("DM III") after
    elimination of all significant intercompany balances and transactions.
    Combined financial statements are presented as the Operating Partnerships
    are under common control, ownership, and management.

    Description of the business

    The partnerships are collectively known as "Dixon Mills Associates" or the
    "Operating Partnerships", each of which owns one phase of an aggregate 433
    units of residential apartments located in Jersey City, New Jersey, that
    consist of buildings that are designated as "certified historic structures"
    by the U.S. Department of the Interior. The Operating Partnerships have
    constructed, rehabilitated, and own and operate the complex. In accordance
    with the tax exempt financing of the complex, the Operating Partnerships are
    required to rent 15% to 20% of the apartment units to individuals of low or
    moderate income.

    On July 15, 1988, the Operating Partnerships transferred their 99% limited
    partnership interests to Wilder Richman Historic Properties II, L.P. (the
    "Limited Partner") in connection with that limited partnership's public
    offering. The remaining 1% interest remained with the Operating General
    Partner, Dixon Venture Corp. ("DVC").

2.  SIGNIFICANT ACCOUNTING POLICIES

    Financial statements

    The financial statements of the Operating Partnerships are prepared on the
    accrual basis of accounting and include only those assets, liabilities and
    results of operations related to the business of the Operating Partnerships.

    Land and buildings

    Land and buildings are stated at lower of cost or net realizable value,
    ("NRV"), which is the net cash flow necessary to recover costs exclusive of
    debt service. Depreciation on buildings is computed on the straight-line
    method. The depreciable life assigned is 40 years for the real property.

    Income taxes

    No provisions have been made for federal, state and local income taxes, as
    they are the responsibility of the partners.

    The partners of the Operating Partnerships were entitled to a 25% historic
    rehabilitation tax credit on eligible costs as a reduction of their tax
    liabilities. In addition, the tax basis of the property has been reduced by
    one-half of the historic rehabilitation tax credit for income tax purposes
    only.


                                        F-21
<PAGE>


                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Cash and cash equivalents

    The Operating Partnerships consider all highly liquid debt instruments
    purchased with an original maturity of three months or less at the date of
    acquisition to be cash equivalents. Cash and cash equivalents are recorded
    at cost, which approximates fair value.

    Deferred costs

    Deferred costs represent costs incurred in connection with the mortgages
    (Note 5) and are being amortized over the term of the mortgages using the
    straight line method.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    Recently issued accounting standard

    In June 1998, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for
    Derivative Instruments and Hedging Activities." The Operating Partnerships
    are required to adopt SFAS No. 133 for the year ending December 31, 2002.
    SFAS No. 133 establishes methods of accounting for derivative financial
    instruments and hedging activities related to those instruments as well as
    other hedging activities. The Operating Partnerships currently hold no
    derivative financial instruments and do not currently engage in hedging
    activities. The adoption of SFAS No. 133 is not expected to have any
    material impact on the Operating Partnerships' financial position or results
    of operations.


3.  PARTNERS' EQUITY

    In accordance with the Partnership agreement, income and losses are to be
    allocated 1% and 99% to the general partner and the Limited Partner,
    respectively. Any equity in loss in excess of the Limited Partner's
    investment balance in an operating partnership is allocated to the General
    Partner.

    The Operating Partnerships did not allocate 99% of the income reported in
    2000 to the Limited Partner due to the non-allocation of previous years'
    losses in excess of the Limited Partner's investment in Dixon Mills I & II
    in accordance with the equity method of accounting.

    Distributions

    The partnership agreements of the Operating Partnerships provide that cash
    flow from operations will be distributed 99% to the Limited Partner and 1%
    to the Operating General Partner until the Limited Partner has received a 7%
    preferred return (the "Preference Amount") on their initial capital
    contributions. The balance, if any, would be distributed 75% to the Limited
    Partner and 25% to the Operating General Partner. Any cumulative shortfall
    not recovered out of subsequent cash flow distributions will be payable from
    sale or refinancing proceeds, to the extent available. The cumulative
    preferred amount due to the Limited Partner at December 31, 2000 is
    $13,539,758. There is no assurance that all or a portion of such amount will
    be paid, and no amount has been accrued.


                                      F-22
<PAGE>


                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


3.  PARTNERS' EQUITY (CONTINUED)

    Net cash proceeds resulting from a sale or refinancing, to the extent
    available (after the discharge of debts and obligations of the Partnership,
    including outstanding loans from partners or affiliates), will be
    distributed generally as follows:

      - 99% to the Limited Partner and 1% to the Operating General Partner,
        until the Limited Partner has received an amount equal to its adjusted
        contributions.

      - 99% to the Limited Partner and 1% to the Operating General Partner,
        until the Limited Partner has received an amount equal to the unpaid
        cumulative Preference Amount.

      - The balance of adjusted capital contributions of the General Partner.

      - The balance, if any, 75% to the Limited Partner and 25% to the Operating
        General Partner.


4.  RELATED PARTY TRANSACTIONS

    DVC has complete authority, management and control of the Operating
    Partnerships. The Operating Partnerships, in the normal course of business,
    have transactions with the Operating General Partner and affiliates.
    Included in the balance sheets are the following items:

      Due to (from):

                                                       2000             1999
                                                   -----------      -----------

Morris Property Management                         $       -        $     9,524
Morris Realty                                           (5,259)          (5,259)
DVC                                                    936,830          936,830
Wilder Richman Management Corporation                      -            298,429
Richman Asset Management, Inc.                          45,000           45,000
                                                   -----------      -----------

                                                   $   976,571      $ 1,284,524
                                                   ===========      ===========

    The Operating Partnerships incurred annual property management fees to
    Wilder Richman Management Corp. ("WRMC"), an affiliate of the Limited
    Partner, in the amount of $107,353 in 2000, $82,678 in 1999 and $78,444 in
    1998. WRMC received payments of $405,782 and $76,329 in 2000 and 1999,
    respectively. In addition, property management fees of $154,475, $106,516
    and $100,166 were incurred in 2000, 1999 and 1998, respectively to Morris
    Property Management, an affiliate of the General Partner. Morris Property
    Management received payments of $163,999 in 2000 and $632,296 in 1999 for
    accrued management fees.

    The Operating Partnerships incurred investor service fees of $45,000 to
    Richman Asset Management, Inc., an affiliate of the Limited Partner in 2000,
    1999 and 1998 and paid Richman Asset Management, Inc. $45,000 in 2000 and
    $270,000 in 1999 for accrued investor service fees.



                                      F-23
<PAGE>


                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


5.  MORTGAGES PAYABLE


    On June 11, 1992, the Jersey City Redevelopment Agency provided mortgage
    financing for the Operating Partnerships through the issuance of tax-exempt
    Bonds (the "Bonds") guaranteed and secured by the Federal National Mortgage
    Association ("FNMA") mortgage pass-through certificate ("FNMA Certificate").
    The FNMA Certificate in turn was secured by mortgages given by Dixon
    Operating Partnerships in the amount of $27,545,000.

    The Operating Partnerships refinanced their respective mortgage liabilities
    under the $27,545,000 Jersey City Redevelopment Agency Multifamily Housing
    Revenue Bonds, Series 1992 (Fannie Mae pass-through Certificate
    Program/Dixon Mill Apartments Project as of April 28, 2000). The total new
    indebtedness in the amount of $28,600,000 for a term of 30 years is provided
    by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and (b)
    variable-rate taxable bonds in the amount of $2,165,000. The Operating
    Partnerships have purchased an interest cap which would limit the interest
    rates to 6.97% for five years on the tax exempt portion, and 9.15% for five
    and one-half years on the taxable portion.

    The mortgage proceeds retired the old mortgage ($26,154,723), funded
    reserves for capital improvements (approximately $1,173,000), and covered
    the costs of the transaction ($890,989). The capital improvements account
    was established to pay for significant planned improvements (roof
    replacement, smoke/fire alarm systems, elevator repairs and other repairs
    throughout the complex) to be undertaken within approximately twelve months
    of the refinancing.

    Monthly mortgage principal payments are deposited into a principal reserve
    fund ($182,499 is included in mortgage escrow deposits on the combined
    balance sheet as of December 31, 2000). Such escrow is to be used for
    redemption of the underlying bonds, at which time the mortgage loan is
    amortized. At December 31, 2000 the scheduled principal reserve fund
    payments are as follows:

                   2001                                 335,871
                   2002                                 367,277
                   2003                                 401,620
                   2004                                 439,174
                   2005                                 473,018
                   Thereafter                        26,400,541
                                                 --------------

                                                   $28,417,501
                                                 ==============


    The new mortgage terms require monthly payments of $6,326 to the replacement
    reserve. The replacement reserve shall be used exclusively to pay for
    certain repairs or replacements, subject to the approval of the lender. The
    balance in this account was $44,729 and $826,685 at December 31, 2000 and
    1999, respectively. The balance in the replacement reserve account of
    $903,456 at the time of the refinancing in April 2000 was transferred to the
    capital improvements account. At December 31, 2000, the balance in the
    capital improvements account was $2,103,949. The replacement reserve and the
    capital improvements account are included in mortgage escrow deposits in the
    accompanying combined balance sheets.


                                      F-24
<PAGE>


                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998




6.  COMMITMENTS AND CONTINGENCIES

    Three complaints have been filed against the Operating Partnerships, among
    others, by a former employee, a former part-time rental agent, and a
    security person employed by a private non-affiliated security company which
    provided service to the Property, alleging, among other things,
    discrimination in connection with advancement, hiring and termination. The
    Operating Partnerships are presently defending these matters. The Operating
    General Partner cannot measure the potential liability, if any, at this
    time.


7.  EXTRAORDINARY ITEMS

    Write-off of Unamortized Deferred Costs - 2000

    As a result of the mortgage refinancing (see Note 5), unamortized deferred
    costs of $449,912 reflected on the Operating Partnerships' balance sheet as
    of December 31, 1999 were written off and are reflected in the accompanying
    combined statement of operations for the year ended December 31, 2000.

    Litigation Settlement - 1998

    A civil complaint was filed in a prior year by an employee of the Operating
    Partnerships against the Operating Partnerships and another employee. A
    separate similar suit was initiated subsequently by a related party of the
    corporate general partner against the same employee defendant, who is no
    longer employed by the Operating Partnerships. The aforementioned related
    party's settlement was in the amount of $244,000. The aggregate settlement
    of $500,000, including legal fees, is reflected in the accompanying combined
    statement of operations for the year ended December 31, 1998.

                                      F-25