Exhibit
      21











**DIXON
      MILLS ASSOCIATES**





**COMBINED
      FINANCIAL STATEMENTS FOR THE**





**YEARS
      ENDED DECEMBER 31, 2003, 2002 AND 2001**





**AND
      INDEPENDENT AUDITORS' REPORT**
















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





PageINDEPENDENT
                AUDITORS' REPORT
            1COMBINED
                FINANCIAL STATEMENTS:Combined
                balance sheets
            2Combined
                statements of operations
            3Combined
                statements of partners' equity and comprehensive income
            4Combined
                statements of cash flows
            5Notes
                to combined financial statements
            6 -
                10

















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




1





DIXON
      MILLS ASSOCIATES


COMBINED
      BALANCE SHEETS








December
                31,ASSETS
            
            2003
            
            2002LAND
                (Notes 2 and 5)
            
            $
            1,150,473
            
            $
            1,150,473BUILDINGS
                (net of accumulated depreciationof
                $19,793,840 and $18,240,199 in 2003 and 2002,respectively)
                (Notes 2 and 5)
            
            
            35,641,694
            
            
            36,723,151CASH
                AND CASH EQUIVALENTS (Note 2)
            
            
            6,788,271
            
            
            7,176,990DEFERRED
                COSTS (Notes 2 and 5)
            
            
            787,039
            
            
            816,739MORTGAGE
                ESCROW DEPOSITS (Note 5)
            
            
            2,456,607
            
            
            1,698,200TENANT
                SECURITY DEPOSITS
            
            
            711,493
            
            
            790,510OTHER
                ASSETS
            
            
            35,234
            
            
            16,495$
            47,570,811
            
            $
            48,372,558LIABILITIES
                AND PARTNERS' EQUITYLIABILITIES:Mortgages
                payable (Note 5)
            
            $
            28,600,000
            
            $
            28,600,000Accounts
                payable and accrued expenses
            
            
            318,182
            
            
            261,050Accrued
                interest payable (Note 5)
            
            
            13,754
            
            
            13,776Tenants'
                security deposits payable
            
            
            711,493
            
            
            790,510Due
                to general partner and affiliates (Note 4)
            
            
            1,685,854
            
            
            1,644,42031,329,283
            
            
            31,309,756PARTNER’S
                EQUITY (Note 3)
            
            
            16,241,528
            
            
            17,062,802$
            47,570,811
            
            $
            48,372,558










See
      notes
      to combined financial statements




2







DIXON
      MILLS ASSOCIATES






COMBINED
      STATEMENTS OF OPERATIONS











Year
                endedDecember
                31,2003
            
            2002
            
            2001Revenues:Rent
            
            $
            6,876,152
            
            $
            7,187,352
            
            $
            7,423,632Interest
            
            
            46,287
            
            
            52,049
            
            
            95,8506,922,439
            
            
            7,239,401
            
            
            7,519,482Expenses:Administrative
                (Note 6)
            
            
            1,325,315
            
            
            1,327,299
            
            
            1,520,163Operating
            
            
            2,985,769
            
            
            2,676,074
            
            
            2,581,957Management
                fees (Note 4)
            
            
            275,046
            
            
            297,684
            
            
            280,389Interest
                (Note 5)
            
            
            335,062
            
            
            423,231
            
            
            782,202Depreciation
                and amortization
            
            
            1,583,341
            
            
            1,548,674
            
            
            1,524,0256,504,533
            
            
            6,272,962
            
            
            6,688,736NET
                INCOME
            
            $
            417,906
            
            $
            966,439
            
            $
            830,746Net
                income allocated to Wilder RichmanHistoric
                Properties II, L.P.
            
            $
            413,727
            
            $
            851,780
            
            $
            386,617Net
                income allocated to Dixon Venture Corp.
            
            $
            4,179
            
            $
            114,659
            
            $
            444,129










See
      notes
      to combined financial statements




3







DIXON
      MILLS ASSOCIATES





COMBINED
      STATEMENTS OF PARTNERS' EQUITY AND COMPREHENSIVE INCOME





YEARS
      ENDED DECEMBER 31, 2003, 2002, and 2001








Limited
            
            GeneralTotal
            
            partner
            
            partnerPartners'
                equity, January 1, 2001
            
            $
            15,265,617
            
            $
            1,236,702
            
            $
            14,028,915Net
                income, year ended December 31, 2001
            
            
            830,746
            
            
            386,617
            
            
            444,129Unrealized
                loss on marketable securities
            
            
            (32,498
            )
            
            --
            
            
            (32,498
            )Comprehensive
                income, year ended December 31, 2001
            
            
            798,248
            
            
            386,617
            
            
            411,631Partners'
                equity, December 31, 2001
            
            
            16,063,865
            
            
            1,623,319
            
            
            14,440,546Reversal
                of unrealized loss on marketable securities,sold
                in 2002
            
            
            32,498
            
            
            --
            
            
            32,498Net
                income, year ended December 31, 2002
            
            
            966,439
            
            
            851,780
            
            
            114,659Partners'
                equity, December 31, 2002
            
            
            17,062,802
            
            
            2,475,099
            
            
            14,587,703Net
                income, year ended December 31, 2003
            
            
            417,906
            
            
            413,727
            
            
            4,179Distributions
                to partner
            
            
            (1,239,180
            )
            
            (1,239,180
            )
            
            --Partners'
                equity, December 31, 2003
            
            $
            16,241,528
            
            $
            1,649,646
            
            $
            14,591,882










See
      notes
      to combined financial statements




4










DIXON
      MILLS ASSOCIATES





COMBINED
      STATEMENTS OF CASH FLOWS







Year
                Ended December 31,2003
            
            2002
            
            2001CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income
            
            $
            417,906
            
            $
            966,439
            
            $
            830,746Adjustments
                to reconcile net income tonet
                cash provided by operating activities:Depreciation
                and amortization
            
            
            1,583,341
            
            
            1,548,674
            
            
            1,524,025Change
                in assets:Decrease
                (increase) in mortgage escrow deposits
            
            
            (356,787
            )
            
            1,795,727
            
            
            45,162Decrease
                (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 payableand
                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
            )
            
            18,202Increase
                in due to General Partnerand
                affiliates
            
            
            41,434
            
            
            74,678
            
            
            91,570Total
                adjustments
            
            
            1,306,359
            
            
            3,732,375
            
            
            1,453,189Net
                cash provided by operating activities
            
            
            1,724,265
            
            
            4,698,814
            
            
            2,283,935CASH
                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
            
            
            58,908CASH
                AND CASH EQUIVALENTS, beginning of year
            
            
            7,176,990
            
            
            2,018,814
            
            
            1,959,906CASH
                AND CASH EQUIVALENTS, end of year
            
            $
            6,788,271
            
            $
            7,176,990
            
            $
            2,018,814SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Cash
                paid during year for interest
            
            $
            292,178
            
            $
            380,198
            
            $
            753,773











See
      notes
      to combined financial statements




5







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.




6





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.




7







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
            
            2002Due
                to (from):Morris
                Realty
            
            $
            (5,259
            )
            $
            (5,259
            )DVC
            
            
            1,438,523
            
            
            1,418,816Richman
                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.






8





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
      for
      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
            
            $
            439,1742005
            
            
            473,0182006
            
            
            429,3342007
            
            
            460,0162008
            
            
            492,890Thereafter
            
            
            25,018,269$
            27,312,701








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




9










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:




December
                31,Mortgage
                Escrows:
            
            2003
            
            2002Principal
                reserve fund
            
            $
            1,287,299
            
            $
            885,679Capital
                improvements escrow
            
            
            -
            
            
            223,345Replacement
                reserve
            
            
            314,039
            
            
            84,300Tax
                and insurance escrow
            
            
            285,892
            
            
            330,712Pledge
                Cap Account
            
            
            114,992
            
            
            77,542Subtotal
            
            
            2,002,222
            
            
            1,601,578Additional
                replacement reserve not held by lender
            
            
            454,385
            
            
            96,622$
            2,456,607
            
            $
            1,698,200










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.






10