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 29, 2004
                             -----------------

                                           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                         (I.R.S. Employer
         of organization)                             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

<PAGE>

incorporated by reference into Parts I, II and III of this Annual Report on Form
10-K.


                                     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 29, 2004, Registrant had working capital reserves of
approximately $15,000, which were offset by accrued liabilities. 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.

     Employees of Registrant
     -----------------------

     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.

<PAGE>

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, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
Act of 2001, Job Creation and Worker Assistance Act of 2002 and Jobs and Growth
Tax Relief Reconciliation Act of 2003 (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.

As of December 31, 2003 and 2002, the occupancy and rental rates were as
follows:

                                     December 31, 2003        December 31, 2002
                                     -----------------        -----------------

Occupancy Rate                              98%                      98%
Monthly Rental Rates:
   Studio                           $    609 - $1,095          $    609 - $1,095
   One-Bedroom                      $    730 - $1,753          $    730 - $1,752
   Two-Bedroom                      $  1,213 - $2,195          $  1,213 - $2,284
   Three-Bedroom                    $  1,695 - $2,073          $  1,870 - $2,073

     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.

                                       3
<PAGE>

Item 3.    Legal Proceedings


    Registrant is not aware of any 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 29, 2004, there were approximately 660 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 2000.
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 Ended
--------------------------------------------------------------------------------------------------------------------
                                   February         February          February         February           February
                                   29, 2004         28, 2003          28, 2002         28, 2001           29, 2000
                                   --------         --------          --------         --------           --------

<S>                               <C>              <C>              <C>              <C>                 <C>
Total revenues
  (Interest income)               $      918       $    2,115       $    4,674       $   11,890          $   54,009

Equity in income of
  investment in Operating
  Partnerships                    $  413,727       $  851,780       $  386,617       $   36,081(a)       $   64,727

Net income                        $  110,448       $  695,620       $  342,738       $    9,371          $   74,714

Net income per unit of
 limited partnership interest     $      137       $      861       $      424       $       12          $       92

At year end:
  Total assets                    $1,675,809       $2,571,508       $1,753,515       $1,404,776          $1,390,734
</TABLE>


(a) Includes extraordinary loss of $115,942 in connection with refinancing of
mortgages of Operating Partnerships.


                                       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 2003 were positive, but not as
favorable as 2002. 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 "Refinancing"). The total new
indebtedness in the amount of $28,600,000, for a term of 30 years, was 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 were 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 create a reserve for capital improvements of approximately $1,365,000.
In addition, the balance in the replacement reserve at the date of the
Refinancing (approximately $903,000) was transferred to the capital improvement
reserve (collectively, the "Capital Improvements Escrow").

     As a result of the reduction of the mortgage interest rate, the Operating
Partnerships have generated greater cash flow. However, the Operating
Partnerships' 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, market conditions and needed capital improvements and
repairs. 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 Partner and
the General Partner plan to periodically assess the feasibility of making cash
flow distributions, based on the results of operations, the physical condition
of the Property (see discussion below), the current and anticipated 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 2003, the cumulative preferred
distribution is approximately $16,559,000.

     Although the Property reported cash flow for the year ended December 31,
2003 (see Results of Operations, below), the Operating Partnerships' cash and
cash equivalents as of December 31, 2003 decreased by approximately $389,000 as
compared to December 31, 2002 (primarily as a result of the distributions made
to the Partnership), while accounts payable and accrued expenses have increased
by approximately $57,000. The Replacement Reserve account, which is controlled
by the lender, is approximately $314,000 as of December 31, 2003. The principal
reserve, which is controlled by the lender for purposes of amortizing the debt,
is approximately $1,287,000 as of December 31, 2003. Each of the foregoing
reserves and escrows are reflected in the Operating Partnerships' balance sheet
under the caption mortgage escrow deposits. During 2003, the remaining balance
in the Capital Improvement Escrow was transferred to the Replacement Reserve
account, thereby closing out that escrow account. During the year ended February
29, 2004, the Partnership's investment in Operating Partnerships decreased by
$825,453 as a result of distributions received from the Operating Partnerships
of $1,239,180, offset by $413,727 of 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 29, 2004, due to affiliates reflected on the Partnership's balance
sheet includes approximately $231,000 of accrued investor service fees. The
Partnership has accrued legal charges of approximately $110,000 as of February
29, 2004 incurred in connection with responses to tender offers and a proxy vote
concerning the potential sale of interest in the Operating Partnerships. Because
the Partnership does not have sufficient cash to meet its liabilities, it is
expected that the Operating Partnerships will make a distribution to cover the
accrued expenses and the State of New Jersey filing fee.

     Because the rehabilitation of the Property was completed more than ten
years ago, management has been addressing the need for extensive capital
improvements. As a result of the Refinancing, significant capital improvements
were scheduled for the Complex throughout 2000 and 2001. The improvements that
were contemplated as part of the Refinancing include roof replacement,
replacement of the fire/smoke alarm system, elevator repairs, new entry doors
and other repairs throughout the Complex. In addition, the Operating General
Partner has identified other potential significant capital improvements and
repairs throughout the Complex, which it intends to address over the next few
years. Such capital improvements and repairs would significantly reduce the
Operating Partnerships' cash flow available for distribution. The Operating
General Partner anticipates spending approximately $2.1 million in 2004 for
capital needs, including structural work on the pump house building, roof and
balcony repairs, steel restoration and windows. The Operating General Partner
believes that other improvements, whose timing may be discretionary but which
may be important to remain competitive in the rental market, should be made over
time and include kitchen and bath renovations, new appliances, and replacement
of doors and windows. Furthermore, the local rental market has softened due to
the recent economic recession and the events of September 11, 2001; as a result,
the local competition has reduced their rental rates. Management has implemented
rental reductions and concessions in order to maintain its position in the
market, which has adversely affected cash flow; such affect may be offset (or
exacerbated) by changes in the low floater mortgage interest rates. Depending on
market conditions, rents may need to be further adjusted.

     During 2002, the Partnership agreed with the Operating General Partner to
hire a national brokerage and marketing firm to privately solicit offers from
major apartment owners to purchase the Property (on a confidential basis) in
order to determine the current market value of the Property. Two of those
solicitations

                                       6
<PAGE>

resulted in initial non-binding offers to purchase the Property.

     Under the terms of the Partnership Agreement of the Partnership, a sale of
the Property would require the consent of a majority in interest of the Unit
Holders. Accordingly, on July 1, 2003, the Partnership presented Proxy materials
by which Unit Holders were asked to vote as to whether or not they wanted to
pursue a sale of the Property. Unit Holders holding 48% of the outstanding Units
voted in favor of the proposed sale. The General Partner believes that the fact
that 48% of the Units voted in favor of pursuing a sale of the property is a
clear indication that the Partnership should review various sale options.
Subsequent to initiating the proxy, at least two tender offers to purchase Units
provided Unit Holders an opportunity to sell Units at prices equal to or above
the net sales proceeds estimated in the proxy materials.

     The Operating General Partner's objective has been to build up reserves to
a level sufficient to reasonably offset the potential adverse impact of future
increases in the low floater rates (which are expected to increase) in addition
to other contingencies, including capital improvements and potential significant
increases in real estate taxes. The Operating General Partner intends to take
into account, among other factors, a similar analysis when considering making
future distributions.

     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.

     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 29, 2004
     ----------------------------

     During the year ended February 29, 2004 the Partnership earned interest of
approximately $900. The Partnership's operating expenses were higher compared to
the year ended February 28, 2003 primarily as a result of legal costs (discussed
above).

     The Operating Partnerships reported net income from operations for the year
ended December 31, 2003 in the amount of approximately $418,000, inclusive of
depreciation and amortization of approximately $1,583,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,046,000 during

                                       7
<PAGE>

2003, which considers payments to the principal reserve fund under the mortgages
(approximately $402,000), net deposits to the replacement reserve (approximately
$76,000) and capital expenditures (approximately $472,000), but does not include
costs incurred in connection with the planned capital improvements to be covered
by the Capital Improvements Escrow (discussed above) and interest earned on the
Capital Improvements Escrow (approximately $39,000). In addition, the Operating
Partnerships deposited approximately $355,000 into a separate replacement
reserve which is held by the Operating Partnerships. The Operating Partnerships'
results of operations for the year ended December 31, 2003 were significantly
enhanced by the Refinancing, as interest expense declined by approximately
$88,000 as compared to the year ended December 31, 2002. The interest rates on
the low floater mortgages began January 2003 at 1.10% and 1.39%, respectively,
and ended the year at 1.06% and 1.11% , respectively. The average interest rates
for the year were approximately 1.03% and 1.24%, respectively. The Operating
Partnerships utilized approximately $72,000 from the replacement reserve during
2003.

     Although the results of operations have continued to generate cash flow
(primarily due to reduced interest expenses which exceeded the reduction in
rental income for the year), management continues to examine methods to maintain
occupancy rates by adjusting rental rates (including providing rental
concessions) and by closely managing operating costs. As of December 31, 2003,
the occupancy rate was approximately 98%. The future operating results of the
Complex will be extremely dependent on market, the regional economy and the low
floater interest rates (which were very favorable in 2003), and therefore may be
subject to significant volatility. There can be no assurance that the Operating
Partnerships will continue to generate cash flow at the level reported in 2003.

     Year Ended February 28, 2003
     ----------------------------

     During the year ended February 28, 2003 the Partnership earned interest of
approximately $2,100 which was lower than the previous fiscal period mainly as a
result of the reduction in interest rates. The Partnership's operating expenses
were higher compared to the year ended February 28, 2002 as a result of a new
filing fee charged to partnerships in the State of New Jersey. Registrant's
equity in income in Operating Partnerships does not fully 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, 2002 in the amount of approximately $966,000, inclusive of
depreciation and amortization of approximately $1,549,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,598,000 during 2002,
which considers payments to the principal reserve fund under the mortgages
(approximately $367,000), net deposits to the replacement reserve (approximately
$76,000) and capital expenditures (approximately $555,000), but does not include
costs incurred in connection with the planned capital improvements to be covered
by the Capital Improvements Escrow (discussed above) and interest earned on the
Capital Improvements Escrow (approximately $34,000). The Operating Partnerships'
results of operations for the year ended December 31, 2002 were significantly
enhanced by the Refinancing, as interest expense declined by approximately
$359,000 as compared to the year ended December 31, 2001. The interest rates on
the low floater mortgages began January 2002 at 1.24% and 2.14%, respectively,
and ended the year at 1.15% and 1.42% , respectively. The average interest rates
for the year were approximately 1.27% and 1.86%, respectively. The Operating
Partnerships utilized approximately $115,000 from the replacement reserve during
2002. As of December 31, 2002, the occupancy rate was approximately 98%.

     Year Ended February 28, 2002
     ----------------------------

     During the year ended February 28, 2002 the Partnership earned interest of
approximately $4,700 which was lower than the previous fiscal period mainly as a
result of the reduction in interest rates. The Partnership's operating expenses
were slightly higher compared to the year ended February 28, 2001. 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, 2001(as restated) in the amount of approximately $831,000,
inclusive of depreciation and amortization of approximately $1,524,000. The
Operating Partnerships generated cash flow after required debt service payments
and required replacement reserve deposits of approximately $1,751,000 during
2001, which considers payments to the principal reserve fund under the mortgages
(approximately $336,000), net deposits to the replacement reserve (approximately
$76,000) and capital expenditures (approximately $150,000), but does not include
costs incurred in connection with the planned capital improvements to be covered
by the Capital Improvements Escrow (discussed above) and interest earned on the
Capital Improvements Escrow (approximately $39,000). The Operating Partnerships'
results of operations include the settlement of previously pending litigation
matters in the aggregate amount of approximately $412,000, including plaintiffs'
legal fees, plus the Operating Partnerships' legal fees. The Operating
Partnerships' results of operations for the year ended December 31, 2001 were
significantly enhanced by the Refinancing, as interest expense on the mortgage
declined by approximately $524,000 as compared to the year ended December 31,
2000. The interest rates on the low floater mortgages began January 2001 at
3.95% and 6.60,

                                       8
<PAGE>

respectively, and ended the year at 1.24% and 2.14%, respectively. The average
interest rates for the year were approximately 2.9% and 4.5%, respectively. The
Operating Partnerships did not utilize any replacement reserves during 2001. As
of December 31, 2001, the occupancy rate was approximately 98%.


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.

Contractual Obligations
-----------------------

As of February 29, 2004, Registrant had no contractual obligations.

As of December 31, 2003, the Operating Partnerships had the following
contractual obligations:

Payments due by period:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
                                             Total          > 1 Year           1-3 Years       3-5 Years      < 5 Years
-------------------------------------------------------------------------------------------------------------------------
Long-term debt:
-------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>              <C>              <C>             <C>
First mortgage (1)                        $26,435,000      $      --        $      --        $    --        $26,435,000
-------------------------------------------------------------------------------------------------------------------------
Second mortgage (2)                         2,165,000             --          2,165,000
-------------------------------------------------------------------------------------------------------------------------
Other Long-term Liabilities:
Advances payable to General Partner (3)     1,438,523             --               --             --          1,438,523
-------------------------------------------------------------------------------------------------------------------------
Investor service fees (4)                     252,590          252,590             --             --               --
-------------------------------------------------------------------------------------------------------------------------
Total                                     $30,291,113      $   252,590      $ 2,165,000      $    --        $27,873,523
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Under the terms of the first mortgage, payments are made to a principal
reserve; however, such payments are not credited against the unpaid principal
balance of the first mortgage until the date on which bonds in the like amount
are redeemed or defeased pursuant to the terms of the indenture.

(2) Pursuant to the terms of the second mortgage, payments are made to a
principal reserve; however, such payments are not credited against the unpaid
principal balance of the second mortgage until the date on which bonds in the
like amount are redeemed or defeased pursuant to the terms of the indenture. The
full amount of the second mortgage is scheduled to be paid in full in November,
2005.

(3) Advances payable to the Operating General Partner are expected to be repaid
from a sale of the Property. Although the sale of the Property cannot be
predicted for any particular period, such amount is presented herein as payable
after year five since such amount is not expected to be repaid from operations.

(4) Investor service fees are payable to an affiliate of the General Partner and
are considered due within one year.

Critical Accounting Policies and Estimates
------------------------------------------

The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is provided in Note 2 to the financial statements. The following
section is a summary of certain aspects of those accounting policies that may
require subjective or complex judgments and are most important to the portrayal
of Registrant's financial condition and results of operations. Registrant
believes that there is a low probability that the use of different estimates or
assumptions in making these judgments would result in materially different
amounts being reported in the financial statements.

     o    Registrant accounts for its investment in Operating Partnerships in
          accordance with the equity method of accounting since Registrant does
          not control the operations of an Operating Partnership.

Recent Accounting Pronouncements Not Yet Adopted
------------------------------------------------

           During 2003 the financial accounting standards board ("FASB") issued
the following statements:

FASB Statement No. 149
       Amendment of Statement 133 on Derivative Instruments and Hedging
       Activities.
FASB Statement No. 150
       Accounting for Certain Financial Instruments with Characteristics of both
       Liabilities and Equity.
FASB Statement No. 132 (revised 2003)
       Employers' Disclosures about Pensions and Other Postretirement Benefits -
       an amendment of FASB Statements No. 87, 88, and 106.
FASB Interpretations No. 46 and 46R
      Consolidation of Variable Interest Enties.

These statements do not have a material effect on the Partnerships' financial
position or results of operations.

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, a change 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 15.

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

     None.


Item 9A. Controls and Procedures

     As of February 29, 2004, under the direction of the Chief Executive Officer
and Chief Financial Officer, Registrant evaluated the effectiveness of its
disclosure controls and procedures and internal controls over financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of February 29, 2004, and (ii) no changes occurred during the
quarter ended February 29, 2004, that materially affected, or are reasonably
likely to materially affect, such internal controls.


                                       9

<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        56      President and Director

  Robert H. Wilder, Jr.       58      Executive Vice President, Assistant
                                      Secretary, Treasurer and Director

  Gina S. Dodge               48      Secretary

     Richard Paul Richman, 56 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/or Chairman and a
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., 58 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. Dodge, 48 years old, is Secretary of WRHC. Ms. Dodge, 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.

     The Board of Directors of the General Partner acts as the audit committee
of the Registrant. Richard Paul Richman is a member of the Board of Directors of
the General Partner and is deemed to be an audit committee financial expert. Mr.
Richman is not independent of the Registrant.

     The Board of Directors of the General Partner has adopted a code of ethics
for senior financial officers of the Registrant, applicable to the Registrant's
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions. The Registrant will provide to any person
without charge a copy of such code of ethics upon written request to the General
Partner at 599 W. Putnam Avenue, Greenwich, Connecticut 06830, Attention:
Secretary.


                                       10

<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 29, 2004.


Item 12.   Security Ownership of Certain Beneficial Owners and Management

      As of February 29, 2004, Millenium Management, LLC owned 8.17% of the
outstanding units of the Partnership.

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.

     WRMC, Inc. ("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 $110,018 and received management fees of $115,542 in
2003.

     Richman Asset Management, Inc. an affiliate of the General Partner, earned
compensation in the amount of $96,335 in fiscal 2004 for its performance in
connection with investor services for the Partnership and the Operating
Partnerships and received payment of $60,000.

     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
29, 2004 and February 28, 2003.

Item 14.   Principal Accountant Fees and Services

     The annual audit fees for Registrant for the years ended February 29, 2004
and February 28, 2003 were $10,000 for each year.

     The annual tax preparation fees for Registrant for the years ended February
29, 2004 and February 28, 2003 were $4,500 for each year.

     The annual audit fees for the Operating Partnerships for the years ended
December 31, 2003 and 2002 were $37,000 and $36,000, respectively.

     The annual tax preparation fees for Registrant for the years ended December
31, 2003 and December 31, 2002 were $4,300 and $4,000, respectively.


                                       11

<PAGE>

                                     PART IV
                                     -------

Item 15.   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;**

                                       12

<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; ****

       (31.1) Rule 13a-14/15d-14(a) Certification of Chief Executive Officer;

       (31.2) Rule 13a-14/15d-14(a) Certification of Chief Financial Officer;

       (32.1) Section 1350 Certification of Chief Executive Officer;

       (32.2) Section 1350 Certification of Chief Financial Officer.


*    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.


                                       13

<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 16th day of June, 2004.


                                    Wilder Richman Historic Properties II, L.P.

                                    By: Wilder Richman Historic
                                        Corporation, General Partner


                                    /s/ Richard Paul Richman
                                    -------------------------------------
                                    Richard Paul Richman
                                    President and Chief Executive Officer


                                    /s/ Neal Ludeke
                                    -------------------------------------
                                    Neal Ludeke
                                    Chief Financial Officer




                                       14



<PAGE>









                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          FINANCIAL STATEMENTS FOR THE

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

                        AND INDEPENDENT AUDITORS' REPORT


<PAGE>



                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------


                          Financial Statements for the
                          ----------------------------

            Years Ended February 29, 2004, February 28, 2003 and 2002
            ---------------------------------------------------------

                        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-14






                                      F-1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------






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 29, 2004 and February 28, 2003, and the
related statements of operations, partners' equity and cash flows for the years
ended February 29, 2004, February 28, 2003 and 2002. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 29, 2004 and February 28, 2003 and the
results of its operations, changes in partners' equity and cash flows for the
years ended February 29, 2004, February 28, 2003 and 2002 in conformity with
accounting principles generally accepted in the United States of America.



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

April 28, 2004
New York, New York




                                      F-2

<PAGE>

                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                 -------------------------------------------

                                 BALANCE SHEETS
                                 --------------


                                                     February 29,  February 28,
       ASSETS                                           2004          2003
       ------                                        -----------   -----------

INVESTMENT IN OPERATING PARTNERSHIPS
   (Notes 2, 3, 4, 5 and 7)                          $1,649,646    $2,475,099

CASH AND CASH EQUIVALENTS (Note 2)                       14,982        85,169

OTHER ASSETS                                             11,181        11,240
                                                     ----------    ----------

                                                     $1,675,809    $2,571,508
                                                     ==========    ==========


           LIABILITIES AND PARTNERS' EQUITY
           --------------------------------

LIABILITIES:
  Accrued expenses - legal                           $  110,050    $
  Accrued expenses - other                               11,700        10,000
  State of New Jersey filing fee                         56,100       112,200
  Due to related parties (Notes 4 and 7)                245,239       236,155
                                                       --------    ----------

                                                        423,089       358,355
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

PARTNERS' EQUITY (Notes 5 and 7)                      1,252,720     2,213,153
                                                     ----------    ----------

                                                     $1,675,809    $2,571,508
                                                     ==========    ==========


                        See notes to financial statements


                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------


                                                                          Year Ended
                                                       --------------------------------------------------
                                                       February 29,        February 28,     February 28,
                                                           2004               2003              2002
                                                        ----------         ----------        ----------

<S>                                                     <C>                <C>               <C>
Revenues:

Interest income                                         $     918          $   2,115         $   4,674

Expenses:

Operating                                                 191,997             46,075            48,553
State of New Jersey filing fee                            112,200            112,200
                                                        ---------          ---------         ---------

                                                          304,197            158,275            48,553
                                                        ---------          ---------         ---------

Loss from operations                                     (303,279)          (156,160)          (43,879)

Equity in income of Operating Partnerships                413,727            851,780           386,617
                                                        ---------          ---------         ---------

NET INCOME                                              $ 110,448          $ 695,620         $ 342,738
                                                        =========          =========         =========

Net income attributable to:

    Limited partners                                    $ 109,344          $ 688,664         $ 339,311

    General partner                                         1,104              6,956             3,427
                                                        ---------          ---------         ---------

                                                        $ 110,448          $ 695,620         $ 342,738
                                                        =========          =========         =========

Net income per unit of limited partnership
  interest                                              $     137          $     861         $     424
                                                        =========          =========         =========
</TABLE>


                        See notes to financial statements


                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                         STATEMENTS OF PARTNERS' EQUITY
                         ------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


                                                                           Limited              General
                                                      Total                partners             partners
                                                   -----------           -----------           -----------

<S>                                               <C>                  <C>                   <C>
Partners' equity (deficit), March 1, 2001          $ 1,174,795           $ 1,319,716           $  (144,921)

Net income, year ended February 28, 2002               342,738               339,311                 3,427

Partners equity (deficit), February 28, 2002         1,517,533             1,659,027              (141,494)

Net income, year ended February 28, 2003               695,620               688,664                 6,956
                                                   -----------           -----------           -----------

Partners equity (deficit), February 28, 2003         2,213,153             2,347,691              (134,538)

Net income, year ended February 29, 2004               110,448               109,344                 1,104

Distribution to partners                            (1,070,881)           (1,060,172)              (10,709)
                                                   -----------           -----------           -----------

Partners equity (deficit) February 29, 2004        $ 1,252,720           $ 1,396,863           $  (144,143)
                                                   ===========           ===========           ===========

Limited partnership units outstanding at
  February 29, 2004, February 28, 2003,
  and 2002                                                800
                                                          ===
</TABLE>


                        See notes to financial statements


                                       F-5


<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

                                                                               Year Ended
                                                          -----------------------------------------------------
                                                          February 29,         February 28,        February 28,
                                                             2004                 2003                 2002

<S>                                                       <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                              $   110,448          $   695,620          $   342,738
                                                          -----------          -----------          -----------

  Adjustments to reconcile net income
    to net cash used in operating activities:
      Equity in income of Operating Partnerships             (413,727)            (851,780)            (386,617)
      Changes in assets and liabilities:
       (Increase)/decrease in other assets                         59                 (461)                (695)
       Increase in accrued expenses - legal                   110,050                 --                   --
       Increase in accrued expenses - other                     1,700                 --                   --
       Increase/(decrease) in State of New Jersey
         filing fee                                           (56,100)             112,200                 --
       Increase in due to related parties                       9,084               10,173                6,001
                                                          -----------          -----------          -----------

      Total adjustments                                      (348,934)            (729,868)            (381,311)
                                                          -----------          -----------          -----------

  Net cash used in operating activities                      (238,486)             (34,248)             (38,573)
                                                          -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Distribution received                                     1,239,180                 --                   --
                                                          -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Distributions paid                                       (1,070,881)                --                   --
                                                          -----------          -----------          -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                     (70,187)             (34,248)             (38,573)

CASH AND CASH EQUIVALENTS, beginning of year                   85,169              119,417              157,990
                                                          -----------          -----------          -----------

CASH AND CASH EQUIVALENTS, end of year                    $    14,982          $    85,169          $   119,417
                                                          ===========          ===========          ===========
</TABLE>


                        See notes to financial statements


                                       F-6

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


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 of the Operating Partnerships on a calendar year basis.

      Syndication Costs
      -----------------

      Syndication costs of $2,639,200 were charged against limited partners'
      capital upon the closing of the public offering, in accordance with
      prevalent industry practice.

      Income taxes
      ------------

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


                                       F-7

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------



2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Cash and cash equivalents
      -------------------------

      For purposes of the statement of cash flows, the Partnership considers all
      highly liquid debt instruments purchased with a maturity of three months
      or less to be cash equivalents. Cash and cash equivalents are recorded at
      cost, which approximates fair value.

      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 U.S. 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 standards
      ------------------------------------

              During 2003 the financial accounting standards board ("FASB")
issued the following statements:

                  FASB Statement No. 149
                    Amendment of Statement 133 on Derivative Instruments and
                    Hedging Activities.

                  FASB Statement No. 150
                    Accounting for Certain Financial Instruments with
                    Characteristics of both Liabilities and Equity.

                  FASB Statement No. 132 (revised 2003)
                    Employers' Disclosures about Pensions and Other
                    Postretirement Benefits - an amendment of FASB Statements
                    No. 87, 88, and 106.

                  FASB Interpretations No. 46 and 46R
                    Consolidation of Variable Interest Entities.

      These statements do not have a material effect on the Partnerships'
      financial position or results of operations.



                                       F-8

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


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>
Balance, March 1, 2001                              $      --          $      --          $ 1,236,702        $ 1,236,702

Equity in income of Operating Partnerships                 --              124,162            262,455            386,617
                                                    -----------        -----------        -----------        -----------
Balance, February 28, 2002                                 --              124,162          1,499,157          1,623,319

Equity in income of Operating Partnerships              260,787            385,255            205,738            851,780
                                                    -----------        -----------        -----------        -----------

Balance, February 28, 2003                              260,787            509,417          1,704,895          2,475,099

Equity in income of operating partnerships              124,941            106,211            182,575            413,727

Distributions                                          (384,146)          (545,240)          (309,794)        (1,239,180)
                                                    -----------        -----------        -----------        -----------
Balance, February 29, 2004                          $     1,582        $    70,388        $ 1,577,676        $ 1,649,646
                                                    ===========        ===========        ===========        ===========
</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 2002 and 2001 to the Partnership due to the non-allocation of
      previous years' losses in excess of the Partnership's investment.



                                       F-9

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


3. INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

     The combined balance sheets of the Operating Partnerships at December 31,
     2003 and 2002 are shown below.

                                                             December 31,
                                                     ---------------------------
     A S S E T S                                         2003            2002
     -----------                                     -----------     -----------

Land                                                 $ 1,150,473     $ 1,150,473

Buildings (net of accumulated depreciation
  of $19,793,840 and $18,240,199 in 2003
  and 2002, respectively)                             35,641,694      36,723,151

Cash and cash equivalents                              6,788,271       7,176,990

Deferred costs                                           787,039         816,739

Mortgage escrow deposits                               2,456,607       1,698,200

Tenant security deposits                                 711,493         790,510

Other assets                                              35,234          16,495
                                                     -----------     -----------

                                                     $47,570,811     $48,372,558
                                                     ===========     ===========

      LIABILITIES AND PARTNERS' EQUITY
      --------------------------------

LIABILITIES:

 Mortgages payable                                   $28,600,000     $28,600,000

 Accounts payable and accrued expenses                   318,182         261,050

 Accrued interest payable                                 13,754          13,776

 Tenants' security deposits payable                      711,493         790,510

 Due to general partner and affiliates                 1,685,854       1,644,420
                                                     -----------     -----------

                                                      31,329,283      31,309,756
                                                     -----------     -----------

PARTNER'S EQUITY                                      16,241,528      17,062,802
                                                     -----------     -----------

                                                     $47,570,811     $48,372,558
                                                     ===========     ===========



                                      F-10

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


3. INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

   The combined statements of operations of the Operating Partnerships for the
   years ended December 31, 2003, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                                         Year ended
                                                         December 31,
                                              ------------------------------------
                                                 2003         2002         2001
                                              ----------   ----------   ----------

Revenues:
<S>                                           <C>          <C>          <C>
  Rent                                        $6,876,152   $7,187,352   $7,423,632
  Interest                                        46,287       52,049       95,850
                                              ----------   ----------   ----------

                                               6,922,439    7,239,401    7,519,482
                                              ----------   ----------   ----------
Expenses:
  Administrative                               1,325,315    1,327,299    1,520,163
  Operating                                    2,985,769    2,676,074    2,581,957
  Management fees                                275,046      297,684      280,389
  Interest                                       335,062      423,231      782,202
  Depreciation and amortization                1,583,341    1,548,674    1,524,025
                                              ----------   ----------   ----------

                                               6,504,533    6,272,962    6,688,736
                                              ----------   ----------   ----------

NET INCOME                                    $  417,906   $  966,439   $  830,746
                                              ==========   ==========   ==========

Net income allocated to Wilder Richman
Historic Properties II, L.P.                  $  413,727   $  851,780   $  386,617
                                              ==========   ==========   ==========


Net income allocated to Dixon Venture Corp.   $    4,179   $  114,659   $  444,129
                                              ==========   ==========   ==========
</TABLE>



                                      F-11

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


4.  RELATED PARTY TRANSACTIONS

    An annual investor services fee is payable to an affiliate of the General
    Partner of the Partnership at a fee which is based upon a base amount of
    $15,000 in 1992 from the Partnership and each of the Operating Partnerships
    and is adjusted annually based on the Operating Partnerships rental revenue
    (the "Investor Services Fees"). The Partnership incurred Investor Services
    Fees of $24,084, $25,173 and $26,001 for the years ended February 29, 2004,
    February 28, 2003 and 2002, respectively. At February 29, 2004 and February
    28, 2003, due to related parties includes $231,038 and $221,954
    respectively, of Investor Services Fees payable.

    At February 29, 2004 and February 28, 2003, due to related parties also
    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 management fees of $110,018 and $119,074 during the years ended
    December 31, 2003 and 2002, respectively and $115,542 and $119,074 of such
    fees were paid in 2003 and 2002, respectively.

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 preferred return below).

    -   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.

    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, 2003, the cumulative preferred amount in
    connection with the investment in the Operating Partnerships is $16,558,745.
    Any cumulative shortfall not recovered out of future cash flow distributions
    will be payable from sale or refinancing proceeds, to the extent available.


                                      F-12

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------


6. TAXABLE LOSS

   A reconciliation of the financial statement income of the Partnership for the
   years ended February 29, 2004, February 28, 2003 and 2002 to the net loss as
   shown on the tax returns for the years ended December 31, 2003, 2002 and 2001
   is as follows:

<TABLE>
<CAPTION>

                                                                                     Year ended
                                                                                     December 31,
                                                               ------------------------------------------------------
                                                                   2003                 2002                 2001
                                                               ------------         ------------         ------------

<S>                                                          <C>                 <C>                  <C>
Financial statement income for the years
  ended February 29, 2004, February 28, 2003,
  and 2002, respectively                                       $   110,448          $   695,620          $   342,738

Interest income and other transactions due
  to timing differences resulting from different
  fiscal year ends for tax purposes v. financial
  reporting purposes                                                 1,980                1,173                5,676
                                                               -----------          -----------          -----------

                                                                   112,428              696,793              348,414

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

Adjustment due to non-allocation of loss in
  excess of limited partners investment                               --                104,995              435,822

Fees to related parties not deductible under
  Internal Revenue Code Section 267 and
  other adjustments                                                196,187               93,441               71,197

Municipal bond interest                                               --                (15,789)             (17,659)

Excess of depreciation expense of the operating
  partnerships for income tax purposes over
  financial reporting purposes                                  (1,128,022)          (1,156,812)          (1,125,700)
                                                               -----------          -----------          -----------

Tax return net loss for the years ended
   December 31, 2003, 2002 and 2001, respectively              $  (819,407)         $  (277,372)         $  (287,926)
                                                               ===========          ===========          ===========
</TABLE>


                                      F-13

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                   -------------------------------------------

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

            YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
            ---------------------------------------------------------



7.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    The following is a summary of results of operations for each of the four
    quarters for the years indicated.

<TABLE>
<CAPTION>

                                First         Second          Third         Fourth
                               Quarter        Quarter         Quarter       Quarter
                              ----------     ---------       ----------    ---------
2004
----

<S>                           <C>            <C>             <C>           <C>
Total revenue                 $     324      $     362       $     167     $      65

Net earnings (loss)
                                101,677         48,249          46,541       (86,019)


2003
---------

Total revenue                       643            612             507           353

Net earnings (loss)             479,289        218,548         234,367      (236,584)


2002
---------

Total revenue                     1,771          1,373             944           586

Net earnings (loss)              28,903       (131,013)        329,258       115,590
</TABLE>



                                      F-14

<PAGE>






                             DIXON MILLS ASSOCIATES


                      COMBINED FINANCIAL STATEMENTS FOR THE

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                        AND INDEPENDENT AUDITORS' REPORT


<PAGE>


                             DIXON MILLS ASSOCIATES
                             ----------------------


                      Combined Financial Statements for the
                      -------------------------------------

                  Years Ended December 31, 2003, 2002 and 2001
                  --------------------------------------------

                        and Independent Auditors' Report
                        --------------------------------






                                 C O N T E N T S
                                 ---------------

                                                                       Page
                                                                       ----

INDEPENDENT AUDITORS' REPORT                                           F-17


COMBINED FINANCIAL STATEMENTS:

  Combined balance sheets                                              F-18

  Combined statements of operations                                    F-19

  Combined statements of partners' equity and
    comprehensive income                                               F-20

  Combined statements of cash flows                                    F-21

  Notes to combined financial statements                            F-22 - F-26




                                      F-16

<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, 2003 and 2002, and the related statements of
operations, partners' equity and cash flows for the years ended December 31,
2003, 2002 and 2001. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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, 2003 and 2002, and the results of its operations, changes in
partners' equity and cash flows for the years ended December 31, 2003, 2002 and
2001 in conformity with accounting principles generally accepted in the United
States of America.




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

January 30, 2004
New York, New York



                                      F-17

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES
                             ----------------------

                             COMBINED BALANCE SHEETS
                             -----------------------


                                                                   December 31,
                                                          ------------------------------
           A S S E T S                                        2003               2002
           -----------                                    -----------        -----------

<S>                                                      <C>                 <C>
LAND (Notes 2 and 5)                                      $ 1,150,473        $ 1,150,473

BUILDINGS (net of accumulated depreciation
  of $19,793,840 and $18,240,199 in 2003 and
  2002, respectively) (Notes 2 and 5)                      35,641,694         36,723,151

CASH AND CASH EQUIVALENTS (Note 2)                          6,788,271          7,176,990

DEFERRED COSTS (Notes 2 and 5)                                787,039            816,739

MORTGAGE ESCROW DEPOSITS (Note 5)                           2,456,607          1,698,200

TENANT SECURITY DEPOSITS                                      711,493            790,510

OTHER ASSETS                                                   35,234             16,495
                                                          -----------        -----------

                                                          $47,570,811        $48,372,558
                                                          ===========        ===========

           LIABILITIES AND PARTNERS' EQUITY
           --------------------------------

LIABILITIES:

  Mortgages payable (Note 5)                              $28,600,000        $28,600,000

  Accounts payable and accrued expenses                       318,182            261,050

  Accrued interest payable (Note 5)                            13,754             13,776

  Tenants' security deposits payable                          711,493            790,510

  Due to general partner and affiliates (Note 4)            1,685,854          1,644,420
                                                          -----------        -----------

                                                           31,329,283         31,309,756
                                                          -----------        -----------

  PARTNER'S EQUITY (Note 3)                                16,241,528         17,062,802
                                                          -----------        -----------

                                                          $47,570,811        $48,372,558
                                                          ===========        ===========
</TABLE>



                   See notes to combined financial statements


                                      F-18

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES
                             ----------------------

                        COMBINED STATEMENTS OF OPERATIONS
                        ---------------------------------


                                                             Year ended
                                                             December 31,
                                              --------------------------------------------
                                                 2003             2002             2001
                                              ----------       ----------       ----------
Revenues:
<S>                                           <C>              <C>              <C>
  Rent                                        $6,876,152       $7,187,352       $7,423,632
  Interest                                        46,287           52,049           95,850
                                              ----------       ----------       ----------

                                               6,922,439        7,239,401        7,519,482
                                              ----------       ----------       ----------
Expenses:
  Administrative (Note 6)                      1,325,315        1,327,299        1,520,163
  Operating                                    2,985,769        2,676,074        2,581,957
  Management fees (Note 4)                       275,046          297,684          280,389
  Interest (Note 5)                              335,062          423,231          782,202
  Depreciation and amortization                1,583,341        1,548,674        1,524,025
                                              ----------       ----------       ----------
                                               6,504,533        6,272,962        6,688,736
                                              ----------       ----------       ----------

NET INCOME                                    $  417,906       $  966,439       $  830,746
                                              ==========       ==========       ==========

Net income allocated to Wilder Richman
Historic Properties II, L.P.                  $  413,727       $  851,780       $  386,617
                                              ==========       ==========       ==========


Net income allocated to Dixon Venture Corp.   $    4,179       $  114,659       $  444,129
                                              ==========       ==========       ==========
</TABLE>



                   See notes to combined financial statements

                                      F-19

<PAGE>

                             DIXON MILLS ASSOCIATES
                             ----------------------

       COMBINED STATEMENTS OF PARTNERS' EQUITY AND COMPREHENSIVE INCOME
       ----------------------------------------------------------------

                 YEARS ENDED DECEMBER 31, 2003, 2002, and 2001
                 ---------------------------------------------

<TABLE>
<CAPTION>

                                                                                      Limited              General
                                                                   Total              partner              partner
                                                               ------------         ------------         ------------

<S>                                                           <C>                  <C>                  <C>
Partners' equity, January 1, 2001                              $ 15,265,617         $  1,236,702         $ 14,028,915
                                                               ------------         ------------         ------------

Net income, year ended December 31, 2001                            830,746              386,617              444,129

Unrealized loss on marketable securities                            (32,498)                --                (32,498)
                                                               ------------         ------------         ------------

Comprehensive income, year ended December 31, 2001                  798,248              386,617              411,631
                                                               ------------         ------------         ------------

Partners' equity, December 31, 2001                              16,063,865            1,623,319           14,440,546

Reversal of unrealized loss on marketable securities,
  sold in 2002                                                       32,498                 --                 32,498

Net income, year ended December 31, 2002                            966,439              851,780              114,659
                                                               ------------         ------------         ------------

Partners' equity, December 31, 2002                              17,062,802            2,475,099           14,587,703

Net income, year ended December 31, 2003                            417,906              413,727                4,179

Distributions to partner                                         (1,239,180)          (1,239,180)               --
                                                               ------------         ------------         ------------
Partners' equity, December 31, 2003                            $ 16,241,528         $  1,649,646         $ 14,591,882
                                                               ============         ============         ============
</TABLE>



                   See notes to combined financial statements


                                      F-20

<PAGE>

                             DIXON MILLS ASSOCIATES
                             ----------------------

                        COMBINED STATEMENTS OF CASH FLOWS
                        ---------------------------------


<TABLE>
<CAPTION>

                                                                                 Year Ended December 31,
                                                                       -----------------------------------------
                                                                           2003           2002           2001

<S>                                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                         $   417,906    $   966,439    $   830,746
                                                                       -----------    -----------    -----------
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization                                     1,583,341      1,548,674      1,524,025
    Change in assets:
       Decrease (increase) in mortgage escrow deposits                    (356,787)     1,795,727         45,162
       Decrease (increase) in tenant security deposits                      79,017         79,706        (18,202)
       Decrease (increase) in other assets                                 (18,739)       130,403        (54,526)
    Change in liabilities:
       Increase (decrease) in accounts payable
       and accrued expenses                                                 57,132        184,019       (122,904)
       Decrease in accrued interest payable                                    (22)        (1,126)       (30,138)
       (Decrease) increase in tenants security deposits                    (79,017)       (79,706)        18,202
       Increase in due to General Partner
       and affiliates                                                       41,434         74,678         91,570
                                                                       -----------    -----------    -----------

            Total adjustments                                            1,306,359      3,732,375      1,453,189
                                                                       -----------    -----------    -----------
            Net cash provided by operating activities                    1,724,265      4,698,814      2,283,935
                                                                       -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                              (472,184)      (554,676)      (507,809)
    Proceeds (purchase) of investments                                        --        1,381,315     (1,381,315)
                                                                       -----------    -----------    -----------

           Net cash provided by (used in) investing activities            (472,184)       826,639     (1,889,124)
                                                                       -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments to principal reserve fund                                    (401,620)      (367,277)      (335,903)
    Distributions                                                       (1,239,180)          --             --
                                                                       -----------    -----------    -----------

    Net cash used in financing activities                               (1,640,800)      (367,277)      (335,903)
                                                                       -----------    -----------    -----------

(DECREASE) INCREASE IN CASH                                               (388,719)     5,158,176         58,908

CASH AND CASH EQUIVALENTS, beginning of year                             7,176,990      2,018,814      1,959,906
                                                                       -----------    -----------    -----------
CASH AND CASH EQUIVALENTS, end of year                                 $ 6,788,271    $ 7,176,990    $ 2,018,814
                                                                       ===========    ===========    ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for interest                                     $   292,178    $   380,198    $   753,773
                                                                       ===========    ===========    ===========
</TABLE>


                   See notes to combined financial statements

                                      F-21

<PAGE>

                             DIXON MILLS ASSOCIATES
                             ----------------------

                     NOTES TO COMBINED FINANCIAL STATEMENTS
                     --------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002, and 2001
                  ---------------------------------------------


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.

    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.

    Combined financial statements are presented as the Operating Partnerships
    are under common control, ownership, and management.

    Land and buildings
    ------------------

    Land and buildings are stated at lower of cost or net realizable value,
    ("NRV"). NRV 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 lives 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.

    Cash and cash equivalents
    -------------------------

    For purposes of the statements of cash flows, the Operating Partnerships
    consider all highly liquid debt instruments purchased with a maturity of
    three months or less to be cash equivalents. Cash and cash equivalents are
    recorded at cost, which approximates fair value.


                                        F-22

<PAGE>

                             DIXON MILLS ASSOCIATES
                             ----------------------

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
               --------------------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002, and 2001
                  ---------------------------------------------


2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Concentration of credit risk
    ----------------------------

    Financial instruments which potentially subject the Operating Partnerships
    to concentrations of credit risk consist principally of temporary cash
    investments in high credit quality financial institutions.

    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 accounting
    principles generally accepted in the United States of America 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 standards
    ------------------------------------

         During 2003 the financial accounting standards board ("FASB") issued
the following statements:

            FASB Statement No. 149
              Amendment of Statement 133 on Derivative Instruments and Hedging
              Activities.
            FASB Statement No. 150
              Accounting for Certain Financial Instrument with Characteristics
              of both Liabilities and Equity.
            FASB Statement No. 132 (revised 2003)
              Employers' Disclosures about Pensions and Other Postretirement
              Benefits - an amendment of FASB Statement No. 87, 88, and 106.

         These statements do not have a material effect 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 Operating General Partner and the Limited
    Partner, respectively. Losses are not allocable to the Limited Partner if
    the losses reduce its equity basis below zero. Losses in excess of the
    Limited Partner's investment are allocated to the Operating General Partner.

    Accordingly, the Operating Partnerships did not allocate 99% of the income
    reported in 2002 and 2001 to the Limited Partner due to the non-allocation
    of previous years' losses in excess of the Limited Partner's investment.

    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, 2003 is
    $16,558,745. There is no assurance that all or a portion of such amount will
    be paid, and no amount has been accrued.

                                      F-23

<PAGE>

                             DIXON MILLS ASSOCIATES
                             ----------------------

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
               --------------------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002, and 2001
                  ---------------------------------------------


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 related parties. Included in the balance sheet are
    the following items:

                                                           December 31,
                                                   --------------------------
                                                       2003          2002
                                                   -----------    -----------

      Due to (from):
        Morris Realty                              $    (5,259)   $    (5,259)
        DVC                                          1,438,523      1,418,816
        Richman Asset Management, Inc.                 252,590        230,863
                                                   -----------    -----------

                                                   $ 1,685,854    $ 1,644,420
                                                   ===========    ===========

    The Operating Partnerships incurred annual property management fees to
    Wilder Richman Management Corp. ("WRMC"), an affiliate of the Limited
    Partner, in the amount of $110,018 in 2003, $119,074 in 2002 and $118,488 in
    2001. WRMC received payments of $115,542 and $119,074 in 2003 and 2002,
    respectively. In addition, property management fees of $165,028, $178,610
    and $161,901 were incurred in 2003, 2002 and 2001, respectively to Morris
    Property Management, an affiliate of the Operating General Partner. Morris
    Property Management received payments of $188,228 and $178,610 in 2003 and
    2002, respectively.

    Pursuant to the terms of Limited Partnership Agreements, the Operating
    Partnerships have engaged an affiliate of the Limited Partner to provide
    investor services at a fee which is based upon a base amount of $45,000 in
    1992 and is subject to adjustment annually thereafter based on changes in
    the Operating Partnerships' rental revenue. The Operating Partnerships
    incurred investor services fees of $72,251, $75,520 and $78,003 to Richman
    Asset Management, Inc., an affiliate of the Limited Partner in 2003, 2002
    and 2001, respectively, and paid Richman Asset Management, Inc. $45,000 in
    2003 and 2002.

    Pursuant to the terms of the Limited Partnership Agreements, the Operating
    General Partner is entitled to interest on Operating Deficit Loans and
    voluntary loans made subsequent to the issuance of the Fannie Mae
    pass-through certificates (which occurred in February 1991) (see Note 5).
    Interest on such advances accrues at 1% above the JP Morgan Chase prime
    rate. The Operating Partnerships incurred interest of $42,907, $44,158 and
    $58,567 for 2003, 2002 and 2001, respectively. Amounts payable to the
    Operating General Partner were $1,438,523 (inclusive of accrued interest of
    $524,893) and $1,418,816 (inclusive of accrued interest of $481,986) as of
    December 31 2003 and 2002, respectively.

                                      F-24

<PAGE>


                             DIXON MILLS ASSOCIATES
                             ----------------------

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
               --------------------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
                  --------------------------------------------


5.  MORTGAGES PAYABLE

    On June 11, 1992, the Jersey City Redevelopment Agency (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 the Operating Partnerships in the amount of $27,545,000.

    The Operating Partnerships refinanced their respective outstanding mortgage
    liabilities under the $27,545,000 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 mortgage
    indebtedness in the amount of $28,600,000 is for a term of 30 years and was
    provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000
    maturing on May 15, 2030 and (b) variable-rate taxable bonds in the amount
    of $2,165,000 maturing on November 15, 2005 which are secured by the
    property. The Operating Partnerships have purchased an interest rate 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 Operating Partnerships are required to fund an escrow (in the amount of
    $3,470 per month) (the Pledged Cap Account) in connection with the purchase
    of another Cap in 2006. The mortgage proceeds retired the old mortgage of
    $26,154,723, funded reserves for capital improvements in the amount of
    $1,173,000, and paid for the cost of the transaction, in the amount of
    $890,989, which is reflected as deferred costs, net of accumulated
    amortization, in the accompanying balance sheets. The capital improvements
    escrow was established from the mortgage proceeds and the replacement
    reserve in the combined amount of approximately $2,076,000 to pay for
    significant planned improvements (roof replacement, smoke/fire alarm
    systems, elevator repairs and other repairs and other repairs throughout the
    complex).

    The Operating Partnerships make monthly payments into a principal reserve
    fund or the purpose of providing funds for retirement of the bonds issued by
    the Agency. The bonds will be retired from funds in the reserve fund at
    which time the mortgage balance will be reduced accordingly. At December 31,
    2003 the scheduled principal reserve fund payments are as follows:

                   2004                            $    439,174
                   2005                                 473,018
                   2006                                 429,334
                   2007                                 460,016
                   2008                                 492,890
                   Thereafter                        25,018,269
                                                   ------------

                                                   $ 27,312,701
                                                   ============

    The new mortgage terms require monthly payments of $6,326 to a replacement
    reserve.



                                      F-25

<PAGE>


                             DIXON MILLS ASSOCIATES
                             ----------------------

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
               --------------------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002 and 2001
                  --------------------------------------------


5.  MORTGAGES PAYABLE (CONTINUED)

    Restricted funds held in deposit are as follows:

<TABLE>
<CAPTION>

                                                               December 31,
                                                      ----------------------------
      Mortgage Escrows:                                 2003              2002
      ----------------                                ----------        ----------

<S>                                                   <C>               <C>
  Principal reserve fund                              $1,287,299        $  885,679
  Capital improvements escrow                               --             223,345
  Replacement reserve                                    314,039            84,300
  Tax and insurance escrow                               285,892           330,712
  Pledge Cap Account                                     114,992            77,542
                                                      ----------        ----------

       Subtotal                                        2,002,222         1,601,578

Additional replacement reserve not held by lender        454,385            96,622
                                                      ----------        ----------

                                                      $2,456,607        $1,698,200
                                                      ==========        ==========
</TABLE>


6.  LITIGATION

    Three complaints had been filed in a prior year against the Operating
    Partnerships and 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 properties, alleging discrimination in
    connection with advancement, hiring and termination. All three complaints
    were settled in 2001 for a total for $150,000. Total legal expense incurred
    by the Operating Partnerships in 2001 was approximately $412,000 which
    includes the $150,000 settlement and is included in administrative expenses
    in the combined statements of operations.



                                      F-26