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, 2000

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

<PAGE>

                                     PART I

Item 1. Business

      General Development of Business

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

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

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

      The closing of the offering of Units (the "Offering") occurred on July 15,
1988. At such closing,  800 Units were sold,  representing  $19,280,000 in gross
proceeds.  After  payment of $674,800 of  organization  and  offering  expenses,
$674,800 in an origination  fee and $1,349,600 of selling  commissions,  the net
proceeds  available  for  investment  were  $16,580,800.  Of such net  proceeds,
$16,388,000 was allocated to the investment in the Operating Partnerships, which
included  investments  in  guaranteed  investments  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,  2000,  Registrant  had working  capital  reserves of
approximately  $180,000,  which were substantially  invested in interest-bearing
deposits.  See Item 7 -  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations."

      Competition

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

      Compliance with Environmental Protection Provisions

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


                                       2
<PAGE>

      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.

      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, Taxpayer
      Relief Act of 1998 and Tax Relief Extension Act of 1999  (collectively the
      "Tax Acts")

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

Item 2. Properties

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

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

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


                                       3
<PAGE>

As of  December  31,  1999 and 1998,  the  occupancy  and  rental  rates were as
follows:

                            December 31, 1999              December 31, 1998
                            -----------------              -----------------

Occupancy Rate                       98%                            96%
Monthly Rental Rates:
    Studio                  $   589 - $1,044                 $  614 - $1,044
    One-Bedroom             $   706 - $1,695                 $  715 - $1,395
    Two-Bedroom             $   750 - $2,095                 $1,001 - $1,802
    Three-Bedroom           $ 1,758 - $2,495                 $1,658 - $2,395

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

Item 3. Legal Proceedings

      As of February 29, 2000, there were no material pending legal  proceedings
to which  Registrant  or any of its  affiliates  was a party or to which  any of
their property was subject except for the following:

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

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, 2000,  there were  approximately  742 record holders of
Units holding an aggregate of 800 Units in the Partnership.

      c)  Distributions

      The Agreement of Limited  Partnership of the Registrant provides that cash
available for distribution,  if any, be distributed  annually to the partners in
specified  proportions.  As a result of the  mortgage  modification  on June 11,
1992,  certain  cash  flow  restrictions  have  been  placed  on  the  Operating
Partnerships.  See Item 7 -  "Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations"  and Notes 3 and 5 to the  Dixon  Mills
Financial Statements included herein.

Item 6.     Selected Financial Data

<TABLE>
<CAPTION>
                                                                Year End
                                --------------------------------------------------------------------------
                                   February     February           February      February      February
                                   29, 2000     28, 1999           28, 1998      28, 1997      29, 1996
                                   --------     --------           --------      --------      --------
<S>                             <C>           <C>               <C>            <C>            <C>
Total revenues
  (Interest income)             $    54,009   $    52,660       $    55,276    $    50,994    $    43,259

Equity in income(loss) of
  investment in Operating
  Partnerships                  $   128,830   $  (508,146)(b)   $  (358,875)   $  (799,980)   $  (745,393)(a)

Net income (loss)               $   146,652   $  (488,061)      $  (333,793)   $  (779,882)   $  (736,763)

Net income (loss) per unit of
 limited partnership interest   $       181   $      (604)      $      (413)   $      (965)   $      (912)
At year end:
  Total assets                  $ 1,511,679   $ 2,314,027       $ 2,787,088    $ 3,105,881    $ 3,870,763
</TABLE>

(a) This amount is net of an extraordinary  gain of $366,499  resulting from the
    forgiveness of debt of the Operating  Partnerships reflected in Registrant's
    financial statements.

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

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 1999  (before  extraordinary
charges)  were  favorable  compared to 1998.  During 1992,  the mortgages of the
Operating  Partnerships  were  modified  pursuant to  agreements  among  Federal
National Mortgage  Association  ("FNMA" or the "Lender"),  Chase Manhattan Bank,
N.A. ("Chase") and the Operating General Partner.  At such time, the Partnership
obtained the consent of the limited  partners to utilize the  proceeds  from the
final  distribution  from the  guaranteed  investment  contracts  to  assist  in
modifying the mortgages. As a result of the mortgage modification,  the interest
rate under the mortgages  decreased  from  approximately  9.6% to  approximately
6.74%,  thereby improving the financial  viability of the Complex.  The mortgage
terms  expired May 1, 2000,  at which time the mortgages  were  refinanced  (see
description below).  Recently, there has been ongoing new construction


                                       5
<PAGE>

of luxury  multi-family  housing in the  vicinity of the  Complex.  Such housing
includes  apartments  with asking rents that are  comparable  and  substantially
higher than rents currently  charged by the Complex.  It has not been determined
whether such new housing will have a positive or negative  impact on the Complex
or its cash flow in the future.

      The Operating  General  Partner has informed the  Partnership  that, as of
April 28, 2000, the Operating  Partnerships  refinanced their current respective
outstanding mortgage liabilities under the $27,545,000 Jersey City Redevelopment
Agency Multifamily  Housing Revenue Bonds,  Series 1992 (Fannie Mae Pass-through
Certificate  Program/Dixon Mill Apartments  Project).  Prior to the refinancing,
the annual fixed  interest  rate of the mortgage was  approximately  6.74%.  The
total new  indebtedness  in the amount of $28,600,000  for a term of 30 years is
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b)  variable-rate  taxable  bonds in the  amount  of  $2,165,000.  The  initial
interest  rates  on the  tax-exempt  and  taxable  bonds  are  5.1%  and  6.15%,
respectively.  The Operating  Partnerships  have purchased an interest cap which
would  limit  the  interest  rates to 6.97%  for  five  years on the  tax-exempt
portion, and 9.15% for five and one-half years on the taxable portion.  Proceeds
from  the  new  bond  issue  were  used  to pay  off  the  existing  1992  bonds
(approximately  $26,435,000),  pay the costs of the  transaction  (approximately
$800,000),   and  fund   reserves   for  capital   improvements   (approximately
$1,365,000).

      As a result of the  refinancing  and the funding of  reserves  for capital
improvements,  the Partnership  understands  that the Operating  General Partner
intends  to make  approximately  $1.6  million in  capital  improvements  to the
Complex. The planned  improvements include roof replacement,  replacement of the
fire/smoke  alarm system,  elevator  repairs,  new entry doors and other repairs
throughout the complex.

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

      In  connection  with the  mortgage  modification  in 1992,  Chase  and the
Partnership  each provided  advances of $317,713.  During 1995,  Chase agreed to
release the Operating  Partnerships  from  substantially  all of the outstanding
liabilities  owed to Chase in connection with  outstanding  advances and accrued
interest  thereon . Such  outstanding  advances owed to the  Partnership and all
accrued interest thereon were repaid by the Operating  Partnerships during April
1999.

      Because the outstanding  advance owed to the  Partnership was repaid,  the
Operating  Partnerships  are no longer subject to  restrictions  concerning cash
flow distributions and the payment of certain fees to affiliates.  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 1999, the cumulative preferred
distribution  is  approximately  $12,176,469.  As  of  December  31,  1999,  the
Operating  Partnerships'  balance in the replacement reserves account,  which is
controlled by the Lender to be used for certain repairs or capital improvements,
was approximately $827,000.

     As of December 31, 1999, the Operating Partnerships' net liquidity improved
compared to December 31, 1998.  Although cash and cash equivalents  decreased by
approximately  $613,000,  the  replacement  reserve  increased by  approximately
$80,000,  accounts  payable  and accrued  expenses  decreased  by  approximately
$517,000 and amounts due to related parties decreased by approximately  $744,000
due to the payment of accumulated  accrued  management fees and investor service
fees.

      The Operating  General Partner settled two complaints  which were filed in
Federal Court by former employees of the Operating  Partnerships (one of whom is
a relative of the principals of the Operating  General Partner)  claiming sexual
harassment  on behalf of the  Operating  Partnerships  during 1999,  each in the
amount of $250,000  inclusive of respective  legal fees. Such  settlements  were
conducted  despite the General Partner's refusal to provide its consent upon the
request of the Operating General Partner. The Partnership referred the matter to
Partnership  counsel for review and advice.  The General  Partner  believes such
request  for  consent  was  procedurally  inappropriate.   The  results  of  the
settlements were accrued in the Operating  Partnerships' financial statements as
of December 31, 1998.

     As  discussed  above,   during  the  year  ended  February  29,  2000,  the
Partnership  received  full  payment  of its  outstanding  advance


                                       6
<PAGE>

and accrued interest thereon from the Operating  Partnerships.  As a result, the
Partnership  made a distribution  to limited  partners in the amount of $964,000
($1,205 per unit) in February,  2000.  During the year ended  February 29, 2000,
the Partnership's  investment in Operating Partnerships increased by $128,830 as
a result of the equity in income of investment in Operating Partnerships.

     The annual  investor  service fees are payable from the  operations  of the
Operating  Partnerships  and  from  reserves.  As of  February  29,  2000 due to
affiliates  includes  $170,000 of accrued  investor service fees, which includes
the  Partnership's  expense  for the  last  eight  fiscal  periods  and  $50,000
otherwise  payable  from the final  distribution  of the  guaranteed  investment
contracts in January 1992.

     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, 2000

     During the year ended February 29, 2000 the Partnership  earned interest of
approximately  $54,000 which was comparable to the previous  fiscal period.  The
Partnership's operating expenses (which include accrued investor service fees of
$15,000)  were  comparable  to the year ended  February 28, 1999.  The operating
expenses of the Partnership are not expected to vary  significantly  in the near
future  although  interest  revenue is  expected to decline  substantially  as a
result of the distribution to limited partners. Registrant's equity in income in
Operating  Partnerships does not include a 99% allocation of the income reported
by the  Operating  Partnerships  due to the  nonrecognition  of previous  years'
losses  in  excess  of  Registrant's  investment  in  Dixon  Mills  I and  II in
accordance with the equity method of accounting.

     The Operating Partnerships reported net income from operations for the year
ended December 31, 1999 in the amount of  approximately  $239,000,  inclusive of
depreciation  and  amortization  of  approximately  $1,386,000.   The  Operating
Partnerships  generated  cash flow after  required  debt  service  payments  and
required  replacement reserve deposits of approximately  $1,293,000 during 1999,
which  considers  principal  amortization  under  the  mortgages  (approximately
$272,000) and net deposits to the replacement reserve  (approximately  $65,000).
Occupancy  remained  consistently  high throughout  1999,  while  management has
steadily increased rental rates,  resulting in an increase in rental revenues of
approximately $436,000 compared to 1998.

     The Operating  Partnerships did not utilize any replacement reserves during
1999.  Although the results of  operations  have steadily  improved,  management
continues to examine methods to maintain healthy  occupancy rates while steadily
increasing rental rates and to closely monitor its operating costs. In addition,
management  is  addressing  the potential  need for capital  improvements  to be
conducted in the near future.  As of December 31, 1999,  the occupancy  rate was
approximately  98%. Although  operations have  significantly  improved since the
mortgage  modification in June 1992, the future operating results of the Complex
will be extremely  dependent on market  conditions  (which have been very strong
but include newly developed  multi-family  housing in the area) and the regional
economy, and therefore may be subject to significant volatility.

     Year Ended February 28, 1999

     During the year ended February 28, 1999, the Partnership earned interest of
approximately  $53,000  including  approximately  $21,000 of accrued interest on
advances provided to the Operating Partnerships.  During the year ended February
28, 1999,  interest  earnings was comparable to the previous fiscal period.  The
Partnership's operating expenses (which include accrued investor service fees of
$15,000)  were  comparable  to the year ended  February 28,  1998.  Registrant's
equity in loss in Operating  Partnerships  does not include a 99%  allocation of
the loss reported by the Operating  Partnerships  due to the  nonrecognition  of
losses in excess of Registrant's


                                       7
<PAGE>

investment in Dixon Mills I in accordance with the equity method of accounting.

     The Operating  Partnerships reported a net loss for the year ended December
31, 1998 in the amount of approximately $748,000,  inclusive of depreciation and
amortization  of  approximately  $1,377,000  and  the  extraordinary  charge  in
connection with the litigation  settlement of $500,000.  However,  the Operating
Partnerships  generated  cash flow after  required  debt  service  payments  and
required  replacement  reserve deposits of  approximately  $549,000 during 1998,
which  considers  principal  amortization  under  the  mortgages  (approximately
$254,000) and net deposits to the replacement reserve  (approximately  $85,000),
and excludes the  extraordinary  charge and accrued  interest to the Partnership
(approximately  $21,000).  Occupancy remained consistently high throughout 1998,
while management steadily increased rental rates, resulting in an improvement in
operating  results compared to 1997. As of December 31, 1998, the occupancy rate
was  approximately   96%.  The  Operating   Partnerships  did  not  utilize  any
replacement reserves during 1998.

     Year Ended February 28, 1998

     During the year ended February 28, 1998, the Partnership earned interest of
approximately  $55,000  including  approximately  $21,000 of accrued interest on
advances provided to the Operating  Partnerships.  The  Partnership's  operating
expenses  (which  include  accrued   investor  service  fees  of  $15,000)  were
comparable to the year ended February 28, 1997.  Registrant's  equity in loss in
Operating Partnerships does not include a 99% allocation of the loss reported by
the  Operating  Partnerships  due to the  nonrecognition  of losses in excess of
Registrant's investment in Dixon Mills I in accordance with the equity method of
accounting.

     The Operating Partnerships reported a net loss from operations for the year
ended December 31, 1997 in the amount of  approximately  $493,000,  inclusive of
depreciation  and  amortization  of  approximately   $1,360,000.   However,  the
Operating  Partnerships generated cash flow after required debt service payments
and required replacement reserve deposits of approximately $476,000 during 1997,
which  considers  principal  amortization  under  the  mortgages  (approximately
$238,000)  and net deposits to required  escrows  (approximately  $121,000)  and
excludes accrued interest to the Partnership (approximately $21,000).  Occupancy
remained  consistently high throughout 1997, while management steadily increased
rental  rates.  The  Operating  Partnerships  did not  utilize  any  replacement
reserves  during  1997.  As  of  December  31,  1997,  the  occupancy  rate  was
approximately 99%.

     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.

      Year 2000 Compliance

      The  inability  of  computers,  software  and  other  equipment  utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000  unfolds,  certain  systems  may be unable to  accurately  process
certain  data-based  information.  Many businesses may need to upgrade  existing
systems or  purchase  new ones to correct  the Y2K issue.  The  Partnership  has
performed an  assessment  of its computer  software and hardware and believes it
has made the  necessary  upgrades  in an effort to ensure  compliance.  However,
there  can be no  assurance  that the  systems  of other  entities  on which the
Partnership  relies,  including the Operating  Partnerships  which report to the
Partnership on a periodic basis for the purpose of the  Partnership's  reporting
to its  investors,  have been or will be  sufficiently  converted.  To date, the
Partnership  is not  aware  of any  problems  caused  by  Y2K.  The  total  cost
associated  with Y2K  implementation  is not expected to  materially  impact the
Partnership's  financial  position or results of  operations  in any given year.
However,  there can be no assurance that a failure to convert by the Partnership
or another entity would not have a material adverse impact on the Partnership.

Item 7A  Quantitative and Qualitative Disclosures About Market Risk

      The  Partnership  has market risk  sensitivity  with  regard to  financial
instruments  concerning  potential interest rate fluctuations in connection with
the low floater rates associated with the Operating  Partnerships'  mortgages as
refinanced  as of  April  28,  2000.  Although  an  interest  rate  cap has been
purchased,  an increase in the low-floater  interest rates could have a material
adverse impact on the Partnership's results of operations.

Item 8. Financial Statements and Supplementary Data

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


                                       8
<PAGE>

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

     None.


                                       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    52      President and Director

  Robert H. Wilder, Jr.   54      Executive Vice President, Assistant Secretary,
                                  Treasurer and Director.

  Gina S. Scotti          43      Secretary

      Richard Paul Richman, 52 years old, is President and Director of WRHC. Mr.
Richman  graduated  from the Columbia  University Law School with a Juris Doctor
degree, the Columbia University Graduate School of Business  Administration with
a Master of  Business  Administration  degree  and  Syracuse  University  with a
Bachelor of Arts degree in Political Science.  Mr. Richman has over ten years of
extensive  experience in both the  development  and  management  of  residential
properties.  From 1973 until 1979,  Mr. Richman  practiced  corporate law in New
York City with the law firm of Greenbaum, Wolff & Ernst and then as a partner of
Shipley, Richman & Nierenberg. For over six years, Mr. Richman acted as a lawyer
in connection with the development,  syndication and tax issues relating to real
estate.  Since 1988, Mr. Richman has been the President and majority stockholder
of The Richman Group,  Inc. and is the managing  partner of The Richman Group of
Connecticut,  L.L.C.  In recent years,  Mr. Richman has devoted full time to the
syndication and development of real estate. Mr. Richman was a vice president and
shareholder of Related Housing Companies  Incorporated,  New York, New York from
1978 until mid-1979 with  responsibility for that company's project  acquisition
and  syndication  activities.  Mr.  Richman  has been a member  of the  National
Advisory Board of the Housing and Development  Reporter, a bi-weekly publication
of the Bureau of  National  Affairs,  Inc.,  a frequent  speaker on real  estate
syndication,  and a member of the New York State Historic Credit Task Force, the
National  Leased Housing  Association,  the Coalition to Preserve the Low-Income
Tax  Credit  and  the  Minority  Developer  Assistance  Corporation  (which  was
established by the New York State Battery Park Commission).

      Robert  H.  Wilder,  Jr.,  54 years  old,  is  Executive  Vice  President,
Assistant  Secretary,  Treasurer and Director of WRHC. Mr. Wilder graduated from
the  University of Michigan with a Bachelor of Arts degree in Economics and from
the Columbia  University  Graduate  School of Business with a Master of Business
Administration  degree.  After  graduation  in 1968,  Mr. Wilder joined James D.
Landauer  Associates,  Inc., a national real estate  consulting  firm, where his
account responsibilities included feasibility studies, market analyses, land use
studies,  portfolio valuations and appraisals of industrial,  office, commercial
and multi-family properties.  From 1973 until mid-1979, Mr. Wilder was executive
vice president and shareholder of Related Housing  Companies  Incorporated,  New
York, New York, and was responsible for mortgage financing and construction loan
placement and the  supervision  of the  development  of the company's  projects.
Since 1988,  Mr. Wilder has been the President  and sole  shareholder  of Wilder
Property  Companies Inc. Mr. Wilder is also a licensed real estate broker in New
York and Connecticut.

      Gina S. Scotti,  43 years old, is Secretary of WRHC.  Ms.  Scotti,  a Vice
President  and  Secretary of The Richman  Group,  Inc.  and  Secretary of Wilder
Richman  Corporation  ("WRC"),  joined WRC in 1984 as a special assistant to the
President,  and has been the Director of Investor  Services with  responsibility
for communications with investors since 1986.


                                       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, 2000.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

      No person or group is known by the  Partnership  to be the owner of record
of more than 5% of the outstanding Units as of February 29, 2000.

Item 13.   Certain Relationships and Related Transactions

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

      Transactions with Affiliates of Management

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

      Wilder  Richman  Management  Corporation  ("WRMC"),  an  affiliate  of the
General  Partner,  is a co-management  agent of the Complex.  In connection with
these  services,  WRMC earned  management  fees of $82,678 in 1999 and  received
payment of $76,329.

      Richman Asset Management, Inc. an affiliate of the General Partner, earned
compensation  in the amount of $60,000 in 2000 for its performance in connection
with investor  services for the Partnership and the Operating  Partnerships  and
received  payment of $270,000 for prior years accrued investor service fees from
the Operating Partnerships in 1999.

      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, 2000 and February 28, 1999.


                                       11
<PAGE>

                                     PART IV

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

    a) Financial Statements

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

      (ii)  The  list of  Financial  Statements  of the  Operating  Partnerships
            appears on page F-16.

      (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; ****

      (27)  Financial Data Schedule.

*     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 1st day of June, 2000.

                                Wilder Richman Historic Properties II, L.P.

                                By:  Wilder Richman Historic Corporation,
                                     General Partner

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

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


                                       14
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          FINANCIAL STATEMENTS FOR THE

            YEARS ENDED FEBRUARY 29, 2000, FEBRUARY 28, 1999 AND 1998

                        AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          Financial Statements for the

            Years Ended February 29, 2000, February 28, 1999 and 1998

                        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>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

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

We have  audited the  accompanying  balance  sheets of Wilder  Richman  Historic
Properties  II, L.P. as of February  29, 2000 and  February  28,  1999,  and the
related statements of operations, partners' equity, and cash flows for the years
ended February 29, 2000, February 28, 1999 and 1998. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Wilder  Richman  Historic
Properties  II,  L.P.  as of February  29,  2000 and  February  28, 1999 and the
results of its  operations,  changes in partners'  equity and cash flows for the
years ended  February 29, 2000,  February 28, 1999 and 1998 in  conformity  with
generally accepted accounting principles.

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

May 30, 2000
New York, New York


                                      F-2
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                 BALANCE SHEETS

                                                      February 29,  February 28,
           A S S E T S                                   2000           1999
           -----------                                -----------    -----------

INVESTMENTS IN OPERATING PARTNERSHIPS
 (Notes 2, 3, 4 and 7)                               $ 1,321,566    $ 1,192,736

CASH AND CASH EQUIVALENTS (Note 2)                       180,125        663,495

NOTE RECEIVABLE (Note 3)                                    --          317,713

ACCRUED INTEREST RECEIVABLE (Note 3)                        --          140,083

OTHER ASSETS                                               9,988           --
                                                     -----------    -----------

                                                     $ 1,511,679    $ 2,314,027
                                                     ===========    ===========



           LIABILITIES AND PARTNERS' EQUITY

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

   Due to related parties (Note 4)                       184,201        169,201
                                                     -----------    -----------

                                                         194,201        179,201
                                                     -----------    -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 7)

PARTNERS' EQUITY (Notes 2 and 5):

   Limited partners' equity                            1,460,972      2,279,787

   General partner's deficit                            (143,494)      (144,961)
                                                     -----------    -----------

                                                       1,317,478      2,134,826

                                                     $ 1,511,679    $ 2,314,027
                                                     ===========    ===========

                        See notes to financial statements


                                      F-3
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Year Ended
                                                  ----------------------------------------
                                                  February 29,  February 28,  February 28,
                                                     2000         1999           1998
                                                  -----------   ------------  ------------
<S>                                                 <C>          <C>          <C>
Revenues:

Interest income                                     $  54,009    $  52,660    $  55,276
                                                    ---------    ---------    ---------

Expenses:

Operating                                              36,187       32,575       30,194
                                                    ---------    ---------    ---------

  Income from operations                               17,822       20,085       25,082
                                                    ---------    ---------    ---------

Equity in income (loss) of Operating Partnerships

from operations                                       128,830     (186,393)    (358,875)
Extraordinary item - operating partnership
litigation setttlement  (Note 7)                         --       (321,753)        --
                                                    ---------    ---------    ---------

Net income (loss) from operating partnerships         128,830     (508,146)    (358,875)
                                                    ---------    ---------    ---------


           NET  INCOME (LOSS)                       $ 146,652    $(488,061)   $(333,793)
                                                    =========    =========    =========

Net income (loss) attributable to:

     Limited partners                               $ 145,185    $(483,180)   $(330,455)

     General partner                                    1,467       (4,881)      (3,338)
                                                    ---------    ---------    ---------

                                                    $ 146,652    $(488,061)   $(333,793)
                                                    =========    =========    =========
Net income (loss) per unit of limited
 partnership interest                               $     181    $    (604)   $    (413)
                                                    =========    =========    =========
</TABLE>

                        See notes to financial statements


                                      F-4
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                        Limited         General
                                                           Total        partners         partner
<S>                                                     <C>            <C>            <C>
Partners' equity (deficit), March 1, 1997               $ 2,956,680    $ 3,093,422    $  (136,742)

Net loss, year ended February 28, 1998                     (333,793)      (330,455)        (3,338)
                                                        -----------    -----------    -----------

Partners' equity (deficit),  February 28, 1998            2,622,887      2,762,967       (140,080)

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

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

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

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

Partners equity (deficit) February 29, 2000             $ 1,317,478    $ 1,460,972    $  (143,494)
                                                        ===========    ===========    ===========


Limited partnership units outstanding at February 29,
    2000,  February 28, 1999 and 1998                           800
                                                         ==========
</TABLE>


                        See notes to financial statements


                                      F-5
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                           ------------------------------------------
                                                           February 29,   February 28,  February  28,
                                                                2000         1999          1998
<S>                                                           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                          $ 146,652    $(488,061)   $(333,793)
                                                              ---------    ---------    ---------
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
       Equity in (income) loss of Operating Partnerships       (128,830)     508,146      358,875
       Changes in assets and liabilities:
         Decrease (increase) in accrued interest receivable     140,083      (20,823)     (20,824)
         Increase in other assets                                (9,988)        --           --
         Increase in due to related parties                      15,000       15,000       15,000
                                                              ---------    ---------    ---------

          Total adjustments                                      16,265      502,323      353,051
                                                              ---------    ---------    ---------

          Net cash provided by operating activities             162,917       14,262       19,258
                                                              ---------    ---------    ---------


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

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

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                 (483,370)      14,262       19,258

CASH AND CASH EQUIVALENTS, beginning of year                    663,495      649,233      629,975
                                                              ---------    ---------    ---------

CASH AND CASH EQUIVALENTS, end of year                        $ 180,125    $ 663,495    $ 649,233
                                                              =========    =========    =========
</TABLE>


                        See notes to financial statements


                                      F-6
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 and 1998
         --------------------------------------------------------------

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   includes  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.


                                      F-7
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

2.      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        -------------------------------------------

        Income taxes

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

        Cash and cash equivalents

        For purposes of the statements 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 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.

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 1,1997                        $         --     $   632,511    $ 1,427,246    $ 2,059,757

Equity in loss of Operating Partnerships               --        (269,557)       (89,318)      (358,875)
                                                -----------   -----------    -----------    -----------

Balance, February 28, 1998                             --         362,954      1,337,928      1,700,882

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


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

Equity in income of Operating Partnerships             --          33,326         95,504        128,830
                                                -----------   -----------    -----------    -----------

Balance, February 29, 2000                   $         --     $    33,326    $ 1,288,240    $ 1,321,566
                                             ==============   ===========    ===========    ===========
</TABLE>


                                      F-8
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

           YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28,1999 AND 1998

3.      INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)
        -------------------------------------------------

        The  combined  balance  sheets of the  Operating  Partnerships  at
        December 31, 1999 and 1998 are shown below.

<TABLE>
<CAPTION>
                                                                 December 31,
                                                              1999         1998
<S>                                                        <C>           <C>
        Assets:

          Land                                             $ 1,150,473   $ 1,150,473
          Buildings (net of accumulated depreciation
             of $ 13,840,014 and $12,497,566 in 1999 and

             1998, respectively)                            39,205,029    40,402,992
          Cash and cash equivalents                          1,338,266     1,951,002
          Deferred costs                                       449,912       493,546
          Mortgage escrow deposits                           1,199,642     1,134,739
          Tenant security deposits                             789,828       725,172
          Other assets                                          76,687        36,594
                                                           -----------   -----------

               Total assets                                $44,209,837   $45,894,518
                                                           ===========   ===========

        Liabilities:

          Mortgages payable                                $26,249,814   $26,522,146
          Note payable                                            --         317,713
          Accounts payable and accrued expenses                159,007       676,712
          Accrued interest payable                             132,298       269,139
          Tenants' security deposits payable                   789,828       725,172
          Due to general partner and affiliates              1,284,524     2,028,955
                                                           -----------   -----------

              Total liabilities                             28,615,471    30,539,837
                                                           -----------   -----------

        Partners' equity:

          Wilder Richman Historic Properties II, L.P.        1,321,566     1,192,736
          General partner                                   14,272,800    14,161,945
                                                           -----------   -----------

               Total partners' equity                       15,594,366    15,354,681
                                                           -----------   -----------

               Total liabilities and partners' equity      $44,209,837   $45,894,518
                                                           ===========   ===========
</TABLE>


                                      F-9
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

3.  INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)
    -------------------------------------------------

    The combined statements of operations of the Operating  Partnerships for the
    years ended December 31, 1999, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                            ----------------------------------------
                                                                1999         1998            1997
                                                            -----------   -----------    -----------
<S>                                                         <C>           <C>            <C>
 Revenues:
    Rent                                                    $ 6,519,761   $ 6,083,567    $ 5,803,104
    Interest                                                     82,374        56,291         31,153
                                                            -----------   -----------    -----------

                                                              6,602,135     6,139,858      5,834,257
                                                            -----------   -----------    -----------
 Expenses:
    Administrative                                              993,470       997,976        958,904
    Operating                                                 2,009,050     2,018,481      2,005,544
    Management fees                                             189,194       178,610        169,787
    Interest                                                  1,784,654     1,816,393      1,832,950
    Depreciation and amortization                             1,386,082     1,376,710      1,360,247
                                                            -----------   -----------    -----------
                                                              6,362,450     6,388,170      6,327,432
                                                            -----------   -----------    -----------

Income (loss) before extraordinary item                         239,685      (248,312)      (493,175)

 Extraordinary item - litigation settlement                        --        (500,000)          --
                                                            -----------   -----------    -----------

      NET INCOME (LOSS)                                     $   239,685   $  (748,312)   $  (493,175)
                                                            ===========   ===========    ===========


  Income (loss) before extraordinary item allocated to
     Wilder Richman Historic Properties II, L.P.            $   128,830   $  (186,393)   $  (358,875)

   Extraordinary item                                              --        (321,753)          --
                                                            -----------   -----------    -----------

   Net income (loss) allocated to Wilder Richman Historic
       Properties II, L.P.                                  $   128,830   $  (508,146)   $  (358,875)
                                                            ===========   ===========    ===========

   Income (loss) before extraordinary item allocated to
        Dixon Venture Corp.                                 $   110,855   $   (61,919)   $  (134,300)

       Extraordinary item                                          --        (178,247)          --
                                                            -----------   -----------    -----------

       Net income (loss) allocated to Dixon Venture Corp.   $   110,855   $  (240,166)   $  (134,300)
                                                            ===========   ===========    ===========
</TABLE>


                                      F-10
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

3.   INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)
     -------------------------------------------------

      In  connection  with the  modification  of the  mortgages of the Operating
      Partnerships on June 11, 1992, the Partnership  provided (i) an advance of
      $300,000 to assist in covering costs associated with such modification and
      (ii) a letter of credit to Federal National Mortgage Association ("FNMA"),
      the lender, in the amount of $600,000.  Such letter of credit was provided
      to  assist  in  covering  future  operating  shortfalls,  if  any,  of the
      Operating  Partnerships  in order to avoid default under their  respective
      mortgage  obligations.  The term of the  letter of credit was the later of
      (i) January 1, 1996 or (ii) the ability of the operating  Partnerships  to
      operate  at a debt  service  coverage  ratio of 1.10  for a  twelve  month
      period.  Such  condition was satisfied for the  twelve-month  period ended
      December 31, 1994;  accordingly,  the  Partnership's  letter of credit was
      released  on January  1,  1996.  The  Partnership  provided  an advance of
      $17,713 during 1992 to cover operating shortfalls pursuant to the terms of
      the mortgage  modification.  Any such  advances  bear interest at 6.5% per
      annum and are guaranteed by principals of the Operating General Partner to
      the extent that such sums would have otherwise  been advanced  pursuant to
      their operating deficit guarantee  obligation.  Outstanding advances as of
      February 28, 1999  amounted to $317,713 with accrued  interest  thereon of
      $140,083  at  February  28,  1999.  The  Operating  Partnerships  paid the
      outstanding advances in the amount of $317,713 and accrued interest in the
      amount of $142,091 in April, 1999.

4.   RELATED PARTY TRANSACTIONS
     --------------------------

     An annual  investor  services fee is payable to an affiliate of the general
     partner of the  Partnership  in the amount of $15,000 from the  Partnership
     and each of the Operating  Partnerships.  At February 29, 2000 and February
     28,  1999,  due  to  related  parties   includes   $170,000  and  $155,000,
     respectively of Investor Services fees payable from the Partnership and the
     Operating Partnerships.

     At February 29, 2000 and February  28,  1999,  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  $82,678 and $78,444 in the years ended  December 31, 1999 and
     1998,  respectively  of which $76,329 was paid in 1999 and $35,004 was paid
     in 1998.


                                      F-11
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

5.      PARTNERS' EQUITY
        ----------------

        The  general  partner,  the  special  limited  partner  and the  limited
        partners  were  allocated  1%,  .01% and  98.99%,  respectively,  of the
        losses.

        Distributions

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

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

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

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

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

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


                                      F-12
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

6.      TAXABLE LOSS
        ------------

        A reconciliation of the financial  statement loss of the Partnership for
        the years ended  February 29, 2000 and February 28, 1999 and 1998 to the
        net loss as shown on the tax returns for the years  ended  December  31,
        1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                                             Year ended
                                                                             December 31,
                                                              -------------------------------------------
                                                                    1999          1998           1997
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
       Financial  statement income (loss) for the year ended
         February 29, 2000, February 28,1999 and 1998,
           respectively                                        $   146,652    $  (488,061)   $  (333,793)

       Less  transactions  occurring  during  January 1 to
          end of  February  of respective periods:

          Interest income                                           (3,226)        (1,308)        (1,426)
          Fees to related party not deductible
             under Internal Revenue Code Section 267                15,000         15,000         15,000
                                                               -----------    -----------    -----------

                                                                   158,426       (474,369)      (320,219)

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

       Fees to related party                                      (720,068)          --             --

       Litigation settlement                                      (495,000)       321,753           --


       Excess of depreciation expense of  the operating
         partnerships for income  tax purposes over
         financial reporting purposes                           (1,089,908)    (1,064,685)    (1,148,570)
                                                               -----------    -----------    -----------

       Taxable loss                                            $(2,146,550)   $(1,217,301)   $(1,468,789)
                                                               ===========    ===========    ===========
</TABLE>


                                      F-13
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 AND 1998

7.      COMMITMENTS AND CONTINGENCIES
        -----------------------------

        Preferred return

        Pursuant to the Partnership Agreement, the investor limited partners are
        entitled  to an  annual  preferred  return  in the  amount  of 7% of the
        investor limited partners' adjusted contributions  outstanding from time
        to time,  subject to cash flow  available  for  distribution  (including
        lender restrictions).  As of December 31, 1999, the cumulative preferred
        amount  due  from  the  Operating   Partnerships  is  $12,176,469.   Any
        cumulative shortfall not recovered out of future cash flow distributions
        will  be  payable  from  sale or  refinancing  proceeds,  to the  extent
        available.


                                      F-14
<PAGE>

                             DIXON MILLS ASSOCIATES

                      COMBINED FINANCIAL STATEMENTS FOR THE

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                        AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                             DIXON MILLS ASSOCIATES

                      Combined Financial Statements for the

                  Years Ended December 31, 1999, 1998 and 1997

                        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                            F-20

   Combined statements of cash flows                                  F-21

   Notes to combined financial statements                          F-22 - F-27


                                      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, 1999 and 1998,  and the  related  statements  of
operations,  partners'  equity and cash flows for the years ended  December  31,
1999, 1998 and 1997. These financial  statements are the  responsibility  of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Dixon Mills Associates,  as of
December  31,  1999 and 1998,  and the  results  of its  operations,  changes in
partners'  equity and cash flows for the years ended December 31, 1999, 1998 and
1997 in conformity with generally accepted accounting principles.

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

March 28, 2000, except for Note 9
which is dated April 28, 2000
New York, New York


                                      F-17
<PAGE>

                             DIXON MILLS ASSOCIATES

                             COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  December 31,
                                                           -------------------------
           A S S E T S                                        1999           1998
           -----------                                     -----------   -----------
<S>                                                        <C>           <C>
LAND (Notes 2 and 5)                                       $ 1,150,473   $ 1,150,473

BUILDINGS (net of accumulated depreciation
   of $13,840,014 and $12,497,566 in 1999 and 1998,
    respectively) (Notes 2 and 5)                           39,205,029    40,402,992

CASH AND CASH EQUIVALENTS (Note 2)                           1,338,266     1,951,002

DEFERRED COSTS (Notes 2 and 9)                                 449,912       493,546

MORTGAGE ESCROW DEPOSITS (Note 5)                            1,199,642     1,134,739

TENANT SECURITY DEPOSITS                                       789,828       725,172

OTHER ASSETS                                                    76,687        36,594
                                                           -----------   -----------

                                                           $44,209,837   $45,894,518

           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

   Mortgages payable (Notes 5 and 9)                       $26,249,814   $26,522,146

   Note payable (Note 6)                                          --         317,713

   Accounts payable and accrued expenses (Note 7)              159,007       676,712

   Accrued interest payable (Notes 5 and 6)                    132,298       269,139

   Tenants' security deposits payable                          789,828       725,172

   Due to general partner and affiliates (Notes 4 and 6)     1,284,524     2,028,955
                                                           -----------   -----------

                                                            28,615,471    30,539,837

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' EQUITY (Note 3):
   WILDER RICHMAN HISTORIC
    PROPERTIES II, L.P., LIMITED PARTNER                     1,321,566     1,192,736

   DIXON VENTURE CORP., GENERAL PARTNER                     14,272,800    14,161,945
                                                           -----------   -----------

                                                            15,594,366    15,354,681

                                                           $44,209,837   $45,894,518
                                                           ===========   ===========
</TABLE>

                   See notes to combined financial statements


                                      F-18
<PAGE>

                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Year  ended
                                                                   December 31,
                                                         ----------------------------------------
                                                             1999        1998            1997
                                                         -----------   -----------    -----------
<S>                                                      <C>           <C>            <C>
Revenues:
   Rent                                                  $ 6,519,761   $ 6,083,567    $ 5,803,104
   Interest                                                   82,374        56,291         31,153
                                                         -----------   -----------    -----------

                                                           6,602,135     6,139,858      5,834,257
                                                         -----------   -----------    -----------
Expenses:
   Administrative                                            993,470       997,976        958,904
   Operating                                               2,009,050     2,018,481      2,005,544
   Management fees (Note 4)                                  189,194       178,610        169,787
   Interest (Notes 5 and 6)                                1,784,654     1,816,393      1,832,950
   Depreciation and amortization                           1,386,082     1,376,710      1,360,247
                                                         -----------   -----------    -----------
                                                           6,362,450     6,388,170      6,327,432
                                                         -----------   -----------    -----------

Income (loss) before extraordinary item                      239,685      (248,312)      (493,175)

Extraordinary item - litigation settlement (Note 8)             --        (500,000)          --
                                                         -----------   -----------    -----------

        NET INCOME (LOSS)                                $   239,685   $  (748,312)   $  (493,175)
                                                         ===========   ===========    ===========

Income (loss) before extraordinary item allocated to
    Wilder Richman Historic Properties II, L.P.          $   128,830   $  (186,393)   $  (358,875)

Extraordinary item                                              --        (321,753)          --
                                                         -----------   -----------    -----------

Net income (loss) allocated to Wilder Richman Historic
     Properties II, L.P.                                 $   128,830   $  (508,146)   $  (358,875)
                                                         ===========   ===========    ===========

Income (loss) before extraordinary item allocated to
     Dixon Venture Corp.                                 $   110,855   $   (61,919)   $  (134,300)

Extraordinary item                                              --        (178,247)          --
                                                         -----------   -----------    -----------

Net income (loss) allocated to Dixon Venture Corp.       $   110,855   $  (240,166)   $  (134,300)
                                                         ===========   ===========    ===========
</TABLE>


                   See notes to combined financial statements

                                      F-19
<PAGE>

                             DIXON MILLS ASSOCIATES

                     COMBINED STATEMENTS OF PARTNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                            Limited          General
                                              Total         partner          partner
                                           ------------    ------------    ------------

<S>                                        <C>             <C>             <C>
Partners' equity, January 1, 1997          $ 16,596,168    $  2,059,757    $ 14,536,411

Net loss, year ended December 31, 1997         (493,175)       (358,875)       (134,300)
                                           ------------    ------------    ------------

Partners' equity, December 31, 1997          16,102,993       1,700,882      14,402,111

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

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

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

Partners' equity, December 31, 1999        $ 15,594,366    $  1,321,566    $ 14,272,800
                                           ============    ============    ============
</TABLE>

                   See notes to combined financial statements


                                      F-20
<PAGE>

                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             Year ended December 31,
                                                                    -----------------------------------------
                                                                     1999             1998             1997
                                                                    -----------    -----------    -----------
<S>                                                                 <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                $   239,685    $  (748,312)   $  (493,175)
                                                                    -----------    -----------    -----------
   Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
     Depreciation and amortization                                    1,386,082      1,376,710      1,360,247
   Change in assets:
     Increase in mortgage escrow deposits                               (64,903)       (67,005)      (165,513)
     Increase in tenant security deposits                               (64,656)       (55,487)       (39,685)
     Increase in other assets                                           (40,093)        (2,551)       (32,108)
   Change in liabilities:
     Increase (decrease) in accounts payable
       and accrued expenses                                            (517,705)       539,628         18,666
     Increase (decrease) in accrued interest payable                   (136,841)        19,405         19,446
     Increase in tenants security deposits payable                       64,656         55,487         39,685
     Increase (decrease) in due to general partner and affiliates      (744,431)       188,606        179,783
                                                                    -----------    -----------    -----------

         Total adjustments                                             (117,891)     2,054,793      1,380,521
                                                                    -----------    -----------    -----------
         Net cash provided by operating activities                      121,794      1,306,481        887,346
                                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of fixed assets                                            (144,485)      (260,594)       (52,333)
                                                                    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Payment of mortgages payable                                        (272,332)      (254,748)      (238,234)
   Payment of note payable                                             (317,713)          --             --
                                                                                   -----------    -----------

        Net cash used in financing activities                          (590,045)      (254,748)      (238,234)
                                                                    -----------    -----------    -----------

INCREASE (DECREASE) IN CASH                                            (612,736)       791,139        596,779

CASH AND CASH EQUIVALENTS,

 beginning of year                                                    1,951,002      1,159,863        563,084
                                                                    -----------    -----------    -----------
CASH AND CASH EQUIVALENTS,
 end of year                                                        $ 1,338,266    $ 1,951,002    $ 1,159,863
                                                                    ===========    ===========    ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during year for interest                                  $ 1,921,495    $ 1,796,988    $ 1,813,502
                                                                    ===========    ===========    ===========
</TABLE>

                   See notes to combined financial statements


                                      F-21
<PAGE>

                             DIXON MILLS ASSOCIATES

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

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  companies 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 life assigned is 40 years for the real property.

     Income taxes

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

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


                                      F-22
<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
   -------------------------------------------

     Cash and cash equivalents

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

     Deferred costs

     Deferred costs  represent  costs incurred in connection  with the mortgages
     (Note 5) and are being  amortized over the term of the mortgages  using the
     straight line method (Note 9).

     Use of Estimates

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

3.   PARTNERS' EQUITY
     ----------------

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

     The Operating  Partnerships  did not allocate 99% of the income reported in
     1999 to the Limited  Partner due to the  non-allocation  of previous years'
     losses in excess of the Limited Partner's  investment in Dixon Mills I & II
     in accordance with the equity method of accounting.

     Distributions

     The partnership  agreements of the Operating Partnerships provide that cash
     flow from  operations will be distributed 99% to the Limited Partner and 1%
     to the Operating  General  Partner until the Limited Partner has received a
     7% preferred  return (the  "Preference  Amount") on their  initial  capital
     contributions. The balance, if any, would be distributed 75% to the Limited
     Partner and 25% to the Operating General Partner.  Any cumulative shortfall
     not  recovered out of subsequent  cash flow  distributions  will be payable
     from sale or refinancing proceeds, to the extent available.  The cumulative
     preferred  amount  due to the  Limited  Partner  at  December  31,  1999 is
     $12,176,469.  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, 1999, 1998 AND 1997

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.


                                      F-24
<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

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:

        Due to(from):

                                                           1999           1998
                                                           ----           ----

          Morris Property Management               $      9,524     $  535,304
          Morris Realty                                  (5,259)        (5,259)
          DVC                                           936,830        936,830
          Wilder Richman Management Corporation         298,429        292,080
          RG Housing Advisors, Inc.                        -            90,000
          Richman Asset Management, Inc.                 45,000        180,000
                                                   ------------      ---------

                                                     $1,284,524     $2,028,955

     The Operating  Partnerships  incurred  annual  property  management fees to
     Wilder  Richman  Management  Corp.  ("WRMC"),  an  affiliate of the Limited
     Partner,  in the amount of $82,678 in 1999,  $78,444 in 1998 and $74,915 in
     1997.  WRMC  received  payments  of  $76,329  and  $35,004 in 1999 and 1998
     respectively.  In addition,  property management fees of $106,516, $100,166
     and $94,872 were incurred in 1999,  1998 and 1997,  respectively  to Morris
     Property Management,  an affiliate of the General Partner.  Morris Property
     Management  received  payments of $632,296 in 1999 for accumulated  accrued
     management fees.

     The Operating  Partnerships  incurred  investor  service fees of $45,000 to
     Richman  Asset  Management,  Inc.,  an affiliate of the Limited  Partner in
     1999, 1998 and 1997 and paid Richman Asset Management, Inc.

     $270,000 in 1999 for accumulated accrued investor service fees.

5.   MORTGAGES PAYABLE
     -----------------

     On June 11, 1992, the Jersey City  Redevelopment  Agency provided  mortgage
     financing for the Operating Partnerships through the issuance of tax-exempt
     Bonds (the "Bonds") guaranteed and secured by the Federal National Mortgage
     Association    ("FNMA")   mortgage    pass-through    certificate    ("FNMA
     Certificate"). The FNMA Certificate in turn was secured by mortgages in the
     amount of $27,545,000 (collectively, the "Mortgages") and letters of credit
     of $4,260,000  (the  "Letters of Credit")  issued by Chase  Manhattan  Bank
     ("Chase").  The Letters of Credit were secured by an additional mortgage in
     the same amount and the personal  guarantees of certain  principals of DVC.
     The  Mortgages  provided  that the Letters of Credit would remain until the
     Operating  Partnerships meet certain debt service ratio tests as defined in
     the Mortgages (the "Debt Service Test").  The Debt Service Test was met and
     the letters of credit were released in June, 1995.


                                      F-25
<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

5.   MORTGAGES PAYABLE (CONTINUED)

     The  interest  rate on the  Mortgages  is 6.74%  with a monthly  payment of
     $170,978.  Principal  amortization  is based on a thirty-five  year payment
     period. The Mortgages are scheduled to mature as follows:

                       2000                                   290,713
                       2001                                   310,924
                       2002                                   332,540
                       2003                                   356,499
                       2004                                   381,283
                       Thereafter                          24,577,855
                                                          -----------
                                                          $26,249,814
                                                          ===========

     The Mortgages were refinanced on April 28, 2000 (see Note 9).

     The Replacement  Reserve  (included in mortgage  escrow  deposits) shall be
     used exclusively to pay for certain repairs or replacements, subject to the
     approval  of the  Lender.  The balance in this  account  was  $826,685  and
     $747,117 at December 31, 1999 and 1998 respectively.

6.   NOTE PAYABLE
     ------------

     The Limited  Partner  advanced  $277,500 in  connection  with the Mortgages
     which bear  interest at 6.50%.  Payments of principal  and  interest  could
     commence no sooner than January 1, 1996  depending  on, among other things,
     cash flow generated by the Operating  Partnerships.  The principal  balance
     and unpaid  interest become due upon a sale or refinancing of the property.
     In addition,  the Limited Partner provided FNMA with a letter of credit and
     cash in the amount of $622,500  (the  "Limited  Partner  Operating  Deficit
     Escrow")  to provide  assistance  in the event the  Operating  Partnerships
     experience  future operating  deficits.  Pursuant to the Operating  Deficit
     Escrow  Agreement,  FNMA released the letter of credit in January 1996. Any
     amount drawn on the Limited Partner Operating Deficit Escrow bears interest
     at 6.50%. To the extent the Operating  Partnerships  make  distributions of
     net cash  flow,  all such net cash  flow  with  respect  to the  applicable
     distribution  periods must be paid to the Limited Partner until the amounts
     outstanding  to the Limited  Partner  are  satisfied.  In April  1999,  the
     Partnership  repaid  the  outstanding  advances  of  $317,713  and  accrued
     interest of $142,091.


                                      F-26
<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

7.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

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

8.   EXTRAORDINARY ITEM - LITIGATION SETTLEMENT,  1998
     -------------------------------------------------

     A civil complaint was filed in a prior year by an employee of the Operating
     Partnerships  against the Operating  Partnerships and another  employee.  A
     separate similar suit was initiated  subsequently by a related party of the
     corporate  general partner against the same defendant.  The defendant is no
     longer  employed  by  the  Operating  Partnerships.  Both  complaints  were
     settled,  including  legal  fees,  in 1999  for a total  of  $500,000.  The
     aforementioned  related  party's  settlement was in the amount of $244,000.
     The aggregate settlement is accrued in the accompanying  combined financial
     statements as of December 31, 1998.

9.   SUBSEQUENT EVENT
     ----------------

     The Operating Partnerships refinanced their respective outstanding mortgage
     liabilities  under  the  $27,545,000  Jersey  City   Redevelopment   Agency
     Multifamily  Housing  Revenue Bonds,  Series 1992 (Fannie Mae  pass-through
     Certificate  Program/Dixon  Mill Apartments  Project as of April 28, 2000).
     The total new  indebtedness  in the amount of $28,600,000  for a term of 30
     years is provided by (a)  variable-rate  tax-exempt  bonds in the amount of
     $26,435,000,   and  (b)  variable-rate  taxable  bonds  in  the  amount  of
     $2,165,000. The Operating Partnerships have purchased an interest cap which
     would limit the  interest  rates to 6.97% for five years on the  tax-exempt
     portion , and 9.15% for five and  one-half  years on the  taxable  portion.
     Proceeds  from the new bond  issue were used to pay off the  existing  1992
     bonds  (approximately  $26,435,000),  pay  the  costs  of  the  transaction
     (approximately  $800,000),  and  fund  reserves  for  capital  improvements
     (approximately $1,365,000).

     As a result of the refinancing, deferred costs of $449,912 reflected on the
     Operating  Partnerships'  balance  sheet as of  December  31,  1999 will be
     amortized in the year ended December 31, 2000.

     The new mortgage terms require monthly  payments of $6,362 to a replacement
     reserve.


                                      F-27