**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K**


(Mark
      One)





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 [FEE REQUIRED]


For
      the
      Fiscal Year Ended **February
      28, 2006**





OR





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 [NO FEE REQUIRED]


For
      the
      transition period from ______ to ______.





**0-17793**


(Commission
      File Number)





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


(Exact
      name of registrant as specified in its governing instruments)





Delaware
            
            13-3481443(State
                or other jurisdiction of organization)
            
            (I.R.S.
                Employer Identification No.)





Wilder
                Richman Historic Corporation340
                Pemberwick RoadGreenwich,
                Connecticut
            
            06831(Address
                of principal executive offices)
            
            (Zip
                code)








Registrant's
                telephone number, including area code:
            
            (203)
                869-0900Securities
                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 if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes ****  **** No **** X





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act. Yes ****  **** No **** X





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  ****  ****  No X





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





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.





Large
      Accelerated Filer ****  **** Accelerated Filer ****  ****  Non-Accelerated Filer **** X





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes ****  **** No X





As
      of May
      31, 2006, Registrant has 800 outstanding units of limited partnership
      interest.





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.










PART
      I





Item
      1.  Business





General
      Development of Business and Narrative Description of Business





Registrant
      is a limited partnership which was formed under the Delaware Revised Uniform
      Limited Partnership Act on October 15, 1987. The general partner of Registrant
      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 Registrant or WRHC.





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





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





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 Registrant’s business taken as a whole. See Item 8 below for a
      summary of Registrant's operations.





Working
      Capital Reserves





As
      of
      February 28, 2006, Registrant had working capital reserves of approximately
      $165,000, which were offset by accrued liabilities. See Item 7 - "Management's
      Discussion and Analysis of Financial Condition and Results of Operations."





Competition





Information
      regarding competition, general risks, tax risks and partnership risks is set
      forth under the heading "RISK FACTORS" at pages 37 - 57 of the Prospectus.
      See
      discussion below in Item 1A.





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 per-form similar services for other
      affiliates of the General Partner.




2




Tax
      Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
      Act
      of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
      Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
      Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
      Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
      Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
      Act of 2001, Job Creation and Worker Assistance Act of 2002, Jobs and Growth
      Tax
      Relief Reconciliation Act of 2003 and American Jobs Creation Act of 2004
      (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
      1A.  Risk
      Factors





Risks
      of Real Estate Investments and High Leverage





Registrant’s
      investment in the Operating Partnerships is subject to the risks associated
      with
      multi-family rental property and real estate in general. Factors which may
      affect Registrant are subject to change and not in the control of Registrant.
      Those factors include adverse use of adjacent or neighborhood real estate,
      changes in the demand for or supply of competing properties, changes in state
      or
      local tax rates and assessments, increases in utility charges, unexpected
      expenditures for repairs and maintenance, changes in local economic conditions,
      changes in interest rates and the availability of financing which may render
      the
      sale or refinancing of the Complex difficult or unattractive. To the extent
      that
      commercial space is leased to tenants at rents related to a percentage of the
      gross receipts of the tenant, the performance of the Complex is subject to
      the
      risks inherent in the tenant’s business.





Registrant’s
      investments in the Operating Partnerships are highly leveraged and with variable
      rate debt. With the use of variable rate debt, an increase in interest rates
      could have an adverse impact on the cash flow of the Complex if such costs
      are
      not offset by an increase in rents charged to tenants. To the extent that
      revenues are not sufficient to meet operating expenses and service the mortgages
      of the Complex, the Operating Partnerships would be required to use reserves
      and
      any other funds available to avoid foreclosure of the property. There can be
      no
      assurance that additional funds would be available to the Operating Partnerships
      or Registrant, if needed. In addition, there can be no assurance that, when
      the
      Complex is sold, that the proceeds from a sale will be sufficient to pay the
      balance due on the mortgage loan or any other outstanding indebtedness to which
      the Complex is subject.





Lack
      of Geographic Diversity and Acts of Terrorism





As
      a
      result of potential economic changes in the Northeast region, the financial
      condition of the Operating Partnerships and their ability to satisfy operating
      costs and debt service and make cash flow distributions could be materially
      affected.





The
      events of September 11, 2001 have increased the risk that the operations of
      the
      Complex may be adversely impacted as a result of the effect of these events
      on
      the economy in general and because the Complex is located near New York
      City.








Item
      1B.  Unresolved
      Staff Comments





Not
      applicable.





Item
      2.  Properties





The
      Complex consists of 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.




3





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





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





As
      of
      December 31, 2005 and 2004, the occupancy and rental rates were as
      follows:








**December
                31, 2005**
            
            **December
                31, 2004**Occupancy
                rate
            
            **99%**
            
            **98%**Monthly
                Rental Rates:Studio
            
            $
            885
                - $ 1,095
            
            $
            885
                - $ 1,095One-Bedroom
            
            $
            836
                - $ 1,750
            
            $
            835
                - $ 1,750Two-Bedroom
            
            $
            1,385
                - $ 2,395
            
            $
            1,385
                - $ 2,195Three-Bedroom
            
            $
            1,695
                - $ 2,073
            
            $
            1,695
                - $ 2,073





The
      rental rates reflect significant ranges because the apartments vary as to size
      and floor plans (i.e., square footage, duplex, triplex, penthouse). The monthly
      rental rates for the D.U.’s in connection with the low-moderate tenant income
      restrictions resulting from the tax-exempt financing described above range
      from
      $609 to $1,000 as of December 31, 2005.





Item
      3.  Legal
      Proceedings





On
      December 21, 2005, a proposed class action suit was filed against the Operating
      Partnerships regarding the underpayment of security deposits to former tenants
      of the Property. It is uncertain as to the plaintiffs’ ability to obtain
      certification of the class and any judgments against the Operating Partnerships
      are inestimable.





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.





PART
      II





Item
      5.  Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
      of Equity Securities





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.





Holders





As
      of May
      31, 2006, there were approximately 330 record holders of Units holding an
      aggregate of 800 Units in Registrant.




4





Distributions





The
      Agreement of Limited Partnership of Registrant provides that cash available
      for
      distribution, if any, be distributed annually to the partners in specified
      proportions, subject to the discretion of the General Partner. The limited
      partners received distributions of $680,000 and $600,012 for the years ended
      February 28, 2006 and 2005, respectively.





Recent
      Sales of Unregistered Securities





None.





Item
      6. Selected
      Financial Data





Year
                EndedFebruary
                28,
              2006
                (a)
            
            February
                28,
              2005
                (a)
            
            February
                29,
              2004
            
            February
                28,
              2003
            
            February
                28,
              2002Total
                revenues
            
            $
            7,194,193
            
            $
            6,868,356
            
            $
            918
            
            $
            2,115
            
            $
            4,674Equity
                in income ofinvestment
                in operating partnerships
            
            $
            --
            
            $
            --
            
            $
            413,727
            
            $
            851,780
            
            $
            386,617Net
                income
            
            $
            375,916
            
            $
            138,125
            
            $
            110,448
            
            $
            695,620
            
            $
            342,738Net
                income per unit of limitedpartnership
                interest
            
            $
            465
            
            $
            171
            
            $
            137
            
            $
            861
            
            $
            424Income
                (loss) from continuing operations
            
            $
            32,737
            
            $
            (221,663
            )
            $
            (303,279
            )
            $
            (156,160
            )
            $
            (43,879
            )Net
                income (loss) from continuing operations per unit of limitedpartnership
                interest
            
            $
            41
            
            $
            (274
            )
            $
            (375
            )
            $
            (193
            )
            $
            (54
            )Distributions
                to limited partners
            
            $
            680,000
            
            $
            600,012
            
            $
            1,060,172
            
            $
            --
            
            $
            --Distributions
                per unit of limitedpartnership
                interest
            
            $
            850
            
            $
            750
            
            $
            1,325
            
            $
            --
            
            $
            --At
                year end:
              Total
                assets
            
            $
            44,794,461
            
            $
            47,172,799
            
            $
            1,675,809
            
            $
            2,571,508
            
            $
            1,753,515Mortgages
                payable
            
            $
            26,435,000
            
            $
            28,600,000





(a)
            Includes
                operations and total assets of the Operating Partnerships due to
                the
                change in accounting to consolidate the Operating Partnerships effective
                March 1, 2004.








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





Liquidity
      and Capital Resources





The
      Operating General Partner commenced a process to receive proposals for the
      sale
      of the Complex during October 2005. An agreement to sell the Complex was
      negotiated and executed effective April 3, 2006, subject to a due diligence
      period for the purchaser as well as other various terms and conditions (the
      “Agreement of Purchase and Sale”). The Agreement of Purchase and Sale was
      extended four times, with the most recent being on May 24, 2006, resulting
      in an
      offer of $69,960,000 and a nonrefundable deposit of $4,390,000. The due
      diligence period has expired and a closing has been scheduled for July 14,
      2006,
      subject to the approval of the transaction by the Partnership, among other
      conditions. The disposition of the Complex is consistent with a plan of
      liquidation and winding up of the business of Registrant, which plan is being
      enacted in 2006 considering the activities discussed above. Following the sale
      of the Complex, if consummated, Registrant intends to distribute the net
      proceeds to which it is entitled under the partnership agreements of the
      Operating Partnerships to its limited and general partners, in accordance with
      the terms and conditions of the Agreement of Limited Partnership of Registrant.
      After making the distribution, Registrant intends to dissolve. The offer
      indicates that the carrying amount of the long-lived assets is recoverable
      based
      on applying the standard accounting tests for impairment. Due to the likelihood
      of the sale of the Complex and Registrant’s plans to dissolve upon such sales
      and the winding up the business of Registrant, the assets and liabilities of
      the
      Complex are classified as held for sale in the accompanying consolidated balance
      sheet as of February 28, 2006. However, as the dissolution of Registrant was
      not
      imminent as of February 28, 2006, the consolidated financial statements are
      presented assuming that Registrant will continue as a going concern. The ensuing
      discussion under liquidity and capital resources includes certain matters that
      are prospective in nature, taking into consideration that the sale of the
      Complex may not be consummated.




5





The
      Partnership's primary sources of funds are rents generated by the Operating
      Partnerships and interest derived from investments and deposits, certain of
      which are restricted in accordance with the terms of the mortgages of the
      Operating Partnerships. The Partnership's investments would normally be
      considered highly illiquid; see discussion above regarding the potential sale
      of
      the Complex.





In
      the
      event the anticipated sale of the Complex noted above does not take place,
      the
      Partnership is not expected to have access to additional sources of financing.
      Accordingly, if unforeseen contingencies arise that cause the Operating
      Partnerships to require capital in addi-tion to that contributed by the
      Partnership and any equity of the Operating General Partners, potential sources
      from which such cap-ital needs will be able to be satisfied (other than
      reserves) would be additional equity contributions of the Operating General
      Partner or other equity reserves, if any, which could adversely affect the
      distribution from the Operating Partnerships to the Partner-ship of operating
      cash flow and any sale or refinancing proceeds.





Wilder
      Richman Historic Properties II, L.P. has very limited operating activity;
      accordingly, the results of operations reflected in the accompanying
      consolidated statements of operations are highly representative of the Operating
      Partnerships. The operating results of the Complex for 2005 were similar to
      2004; cash declined as a result of distributions to partners and capital
      expenditures undertaken in 2005. As a result of the refinancing of the Operating
      Partnerships’ mortgages in 2002, the Operating Partnerships have generated cash
      flow. However, the Operating Partnerships’ ability to continue to generate cash
      flow is highly uncertain and will depend upon the level of interest rates of
      their variable rate mortgage loans and the future operating results of the
      Complex, which will be extremely dependent on competition, market conditions
      and
      needed capital improvements and repairs. Accordingly, there can be no assurance
      as to whether or not Registrant may be able to make distributions, nor the
      timing or amount of any potential distributions to Limited Partners. The
      Operating General Partner and the General Partner periodically assess the
      feasibility of making cash flow distributions, based on the results of
      operations, the physical condition of the Complex (see discussion below), the
      current and anticipated interest rates, and local market conditions, among
      other
      things. To the extent cash flow is generated by the Operating Partnerships,
      such
      cash flow may be retained by the Operating Partnerships or may be distributed
      at
      the discretion of management, pursuant to the terms of the limited partnership
      agreements of the Operating Partnerships. To the extent there are net proceeds
      from a future sale or refinancing of the Complex, Registrant will receive 100%
      of any such proceeds available for distribution until Registrant has received
      a
      7% cumulative preferred distribution pursuant to the terms of the limited
      partnership agreements of the Operating Partnerships. As of December 31, 2005,
      the cumulative preferred distribution is approximately $17,443,873.





As
      disclosed in Registrant’s financial statements, Registrant adopted Financial
      Accounting Standards Board (“FASB”) Interpretation No. 46 (revised),
      Consolidation of Variable Interest Entities (“FIN 46(R)”), effective March 1,
      2004. Accordingly, the balance sheets as of February 28, 2006 and 2005 and
      the
      statements of operations, partners’ equity (deficit) and cash flows for the
      years then ended are consolidated with those of the Operating Partnerships.
      Prior to the adoption of FIN 46(R), the financial statements included the
      assets, liabilities and results of operations that relate to Registrant only
      and
      accounted for its investment in Operating Partnerships in accordance with the
      equity method of accounting.





The
      Complex generated cash flow from operations for the year ended December 31,
      2005; however, the Operating Partnerships' cash and cash equivalents as of
      December 31, 2005 decreased by approximately $1,719,000 as
      compared to December 31, 2004(primarily as a result of the distributions made
      to
      Registrant and capital expenditures incurred, while accounts payable and accrued
      expenses decreased by
      approximately $70,000. The
      Replacement Reserve account, which is controlled by the lender, is approximately $40,000 as of
      December 31, 2005; the Operating Partnerships utilized replacement reserves
      of
      approximately $221,000 during 2005. The principal reserve, which is controlled
      by the lender for purposes of amortizing the debt, is approximately
      $ 90,000 as of
      December 31, 2005; the Operating Partnership utilized $2,165,000 of the
      Principal Reserve to fully pay down the second mortgage during 2005. In
      addition, the Operating Partnerships fund a non-lender required replacement
      reserve account, which balance is approximately $1,181,000 as of December 31,
      2005. Each of the foregoing reserves and escrows are reflected in the
      consolidated balance sheet under the caption mortgage escrows and other
      deposits. Because the Partnership does not have sufficient cash to meet its
      operating costs, the Operating Partnerships made distributions in the amount
      of
      $850,000 to cover the costs incurred by the Partnership in connection with
      responses to tender offers and other professional fees and filing fees
      associated with filing Registrant’s tax return in the State of New Jersey; in
      addition, Registrant made a distribution to Unit holders during the year in
      the
      amount of $680,000.




6





Because
      the rehabilitation of the Complex was completed more than ten years ago,
      management has been addressing the need for extensive capital improvements
      in
      order to remain competitive in the rental market. Over recent years significant
      capital improvements have been undertaken for the Complex, including roof
      replacement, replacement of the fire/smoke alarm system, elevator repairs,
      new
      entry doors and other repairs throughout the Complex. In addition, the Operating
      General Partner has identified other potential significant capital improvements
      and repairs throughout the Complex, which it intends to address over the next
      few years. Such capital improvements and repairs would significantly reduce
      the
      Operating Partnerships’ cash flow available for distribution. The Operating
      Partnerships incurred capital expenditures of approximately $1.9 million in
      2005. The
      Operating General Partner has identified other improvements, the timing of
      which
      may be discretionary but which may be important to remain competitive in the
      rental market, should be made over time. Such capital improvements and repairs
      would significantly reduce the Operating Partnerships’ cash available for
      distribution.





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





Results
      of Operations





The
      consolidated statements of operations in the accompanying financial statements
      are presented based on the determination that the Complex owned by the Operating
      Partnerships is held for sale as of February 28, 2006 (and therefore reflect
      the
      operating activity of the Operating Partnerships as discontinued operations).
      If
      the Complex is sold, the Partnership intends to dissolve upon making final
      distributions to its partners. However, there is no assurance that the Complex
      will ultimately be sold pursuant to the plan. Accordingly, the Results of
      Operations are presented without affect to the presentation of discontinued
      operations.





Registrant's
      operating results are highly dependent upon the operating results of the
      Operating Partnerships and are significantly impacted by the policies of the
      Operating Partnerships. As discussed above, Registrant adopted FIN 46(R) as
      of
      March 1, 2004. Accordingly, the balance sheets as of February 28, 2006 and
      2005
      and the statements of operations, partners’ equity (deficit) and cash flows for
      the years then ended are consolidated with those of the Operating Partnerships.
      Prior to the adoption of FIN 46(R), the financial statements included the
      assets, liabilities and results of operations that relate to Registrant only
      and
      accounted 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 was recognized
      to
      the extent of Registrant's investment balance in each Operating Partnership.





Year
      Ended February 28, 2006





Although
      the results of operations were reported on the consolidated method during the
      year ended February 28, 2005, the revenues and expenses reflected were
      predominantly that of the Operating Partnerships. The Operating Partnerships
      reported net income from operations for the year ended December 31, 2005 in
      the
      amount of approximately $536,000, inclusive of depreciation and amortization
      of
      approximately $1,280,000. Although interest expense increased by approximately
      $307,000 as compared to the year ended December 31, 2004, the Operating
      Partnerships’ results of operations for the year ended December 31, 2005
      continued to benefit from the low floater mortgages. The interest rates on
      the
      low floater mortgages began January 2005 at 1.78% and 2.36%, respectively,
      and
      ended the year at 3.54% as to the first mortgage, while the second mortgage
      was
      fully paid off in November 2005. The average interest rates for the year were
      approximately 2.39% and 3.11%, respectively. The Operating Partnerships incurred
      a deficit after required debt service payments and required replacement reserve
      deposits of approximately $716,000 during 2005, which considers payments to
      the
      principal reserve fund under the mortgages (approximately $530,000), deposits
      to
      the restricted replacement reserve held by the lender (approximately $76,000),
      capital expenditures (approximately $1,946,000) and withdrawals of approximately
      $221,000 from the replacement reserve during 2005. In addition, the Operating
      Partnerships deposited approximately $366,000 into a non-restrictive replacement
      reserve which is held by the Operating Partnerships.





Although
      the results of operations have continued to generate cash flow (primarily due
      to
      favorable interest rates), management continues to examine methods to maintain
      occupancy rates by adjusting rental rates and to closely manage operating costs.
      As of December 31, 2005, the occupancy rate was approximately 99%. The future
      operating results of the Complex will be extremely dependent on market, the
      regional economy and the low floater interest rates (which were higher than
      2004
      but still favorable in 2005), and therefore may be subject to significant
      volatility. There can be no assurance that the Operating Partnerships will
      continue to generate cash flow at the  level
      reported in  2005 .




7





Year
      Ended February 28, 2005





Although
      the results of operations were reported on the consolidated method during the
      year ended February 28, 2005, the revenues and expenses reflected were
      predominantly that of the Operating Partnerships. The Operating Partnerships
      reported net income from operations for the year ended December 31, 2004 in
      the
      amount of approximately $419,000, inclusive of depreciation and amortization
      of
      approximately $1,663,000. The Operating Partnerships generated cash flow after
      required debt service payments and required replacement reserve deposits of
      approximately $393,000 during 2004, which considers payments to the principal
      reserve fund under the mortgages (approximately $439,000), deposits to the
      restricted replacement reserve held by the lender (approximately $76,000),
      capital expenditures (approximately $1,341,000) and withdrawals of approximately
      $207,000 from the replacement reserve during 2004. In addition, the Operating
      Partnerships deposited approximately $355,000 into a non-restrictive replacement
      reserve which is held by the Operating Partnerships. Although interest expense
      increased by approximately $60,000 as compared to the year ended December 31,
      2003, the Operating Partnerships’ results of operations for the year ended
      December 31, 2004 benefited significantly from the low floater mortgages. The
      interest rates on the low floater mortgages began January 2004 at 1.06% and
      1.11%, respectively, and ended the year at 1.58% and 2.09%, respectively. The
      average interest rates for the year were approximately 1.18% and 1.40%,
      respectively. As of December 31, 2004, the occupancy rate was approximately
      98%.





Year
      Ended February 29, 2004





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





The
      Operating Partnerships reported net income from operations for the year ended
      December 31, 2003 in the amount of approximately $418,000, inclusive of
      depreciation and amortization of approximately $1,583,000. The Operating
      Partnerships generated cash flow after required debt service payments and
      required replacement reserve deposits of approximately $1,046,000 during 2003,
      which considers payments to the principal reserve fund under the mortgages
      (approximately $402,000), net deposits to the replacement reserve (approximately
      $76,000) and capital expenditures (approximately $472,000), but does not include
      costs incurred in connection with the planned capital improvements to be covered
      by the Capital Improvements Escrow (discussed above) and interest earned on
      the
      Capital Improvements Escrow (approximately $39,000). In addition, the Operating
      Partnerships deposited approximately $355,000 into a separate replacement
      reserve which is held by the Operating Partnerships. The Operating Partnerships’
results of operations for the year ended December 31, 2003 were significantly
      enhanced by the low floater mortgages, as interest expense declined by
      approximately $88,000 as compared to the year ended December 31, 2002. The
      interest rates on the low floater mortgages began January 2003 at 1.10% and
      1.39%, respectively, and ended the year at 1.06% and 1.11%, respectively. The
      average interest rates for the year were approximately 1.03% and 1.24%,
      respectively. The Operating Partnerships utilized approximately $72,000 from
      the
      replacement reserve during 2003. As of December 31, 2003, the occupancy rate
      was
      approximately 98%.








Inflation





Other
      than as discussed in Item 7A below, inflation is not expected to have a material
      adverse impact on Registrant’s results of operations.








Contractual
      Obligations





In
      connection with the tax exempt financing of the Operating Partnerships, the
      Complex is required to rent at least 15% of the 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").





As
      of
      February 28, 2006 and December 31, 2005, Registrant and the Operating
      Partnerships have the following contractual commitments:




8





Payments
      due by period:





Total
            
            <
                1 Year
            
            1-3
                Years
            
            3-5
                Years
            
            >
                5 YearsLong-term
                debt:
              First
                mortgage (1)
            
            $
            26,435,000
            
            $
            429,334
            
            $
            952,906
            
            $
            1,093,967
            
            $
            23,958,793Other
                Long-term Liabilities:Advances
                payable to general partner (2)
            
            
            1,538,378
            
            
            1,538,378
            
            
            --
            
            
            --
            
            
            --Investor
                service fees (3)
            
            
            536,929
            
            
            536,929
            
            
            --
            
            
            --
            
            
            --Total
            
            $
            28,510,307
            
            $
            2,504,641
            
            $
            952,906
            
            $
            1,093,967
            
            $
            23,958,793





(1)
      Under
      the terms of the first mortgage, payments are made to a principal reserve;
      however, such payments are not credited against the unpaid principal balance
      of
      the first mortgage until the date on which bonds in the like amount are redeemed
      or defeased pursuant to the terms of the indenture. The amounts reflected above
      do not consider the payments to the principal reserve of $34,458.





(2)
      Advances payable to the Operating General Partner are payable from sale or
      refinancing proceeds of the Complex. Since the sale of the Complex is currently
      scheduled to occur during July 2006 pursuant to the Agreement of Purchase and
      Sale, such amount is presented herein as payable within one year.





(3)
      Investor service fees are payable to an affiliate of the General Partner and
      are
      considered due within one year.





Off
      -
      Balance Sheet Arrangements





None








Recent
      Accounting Pronouncements





There
      have been no recent accounting pronouncements that would have a significant
      impact on Registrant.








Critical
      Accounting Policies and Estimates





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





Registrant
      records its real estate assets at cost less accumulated depreciation and, if
      there are indications that impairment exists, adjusts the carrying value of
      those assets in accordance with Statement of Financial Accounting Standard
      (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived
      Assets." See discussion under Liquidity and Capital Resources above regarding
      the possible disposition of the Complex owned by the Operating Partnerships.
      Under SFAS No. 144, the long-lived assets of the Operating Partnerships are
      classified as held for sale as of October 5, 2005 and are measured at the lower
      of their carrying amount or fair value less cost to sell. Once classified as
      held for sale, depreciation of the assets ceases. The accompanying consolidated
      statement of operations for the year ended February 28, 2006 includes
      approximately nine months of depreciation (through October 5,
      2006).





Registrant
      adopted FIN 46(R) effective March 1, 2004. Accordingly, the accounting has
      changed significantly as the financial statements are now presented as
      consolidated.




9




Effective
      March 15, 2005, the Partnership adopted Statement of Financial Accounting
      Standard (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging
      Activities,” as amended. The Operating Partnerships use derivatives to manage
      risks related to interest rate fluctuations. The interest rate cap purchased
      in
      connection with the mortgage payable is recorded at fair market value and is
      included in assets held for sale in the accompanying consolidated balance sheet
      as of February 28, , with any change in fair market value reflected in the
      consolidated statement of operations in the period of change.





Item
      7A.
      Quantitative and Qualitative Disclosures About Market Risk





Registrant
      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' first mortgage as refinanced as
      of
      April 28, 2000. Although an interest rate cap has been purchased, a change
      in
      the low-floater interest rates of .25% would have an annualized impact of
      approximately $66,000 on the Operating Partnerships’ results of
      operations.





The
      Operating Partnerships purchased an interest rate cap to limit risks associated
      with their variable rate debt only for hedging purposes and not for speculation
      or trading purposes. Interest rate protection agreements such as interest rate
      caps may be used to convert or limit the risks associated with variable rate
      debt such that there is a limit on the interest rate that the Operating
      Partnerships would incur (as disclosed in the financial statements). However,
      such arrangement may expose the Operating Partnerships to additional risks.
      Although the management of the Operating Partnerships selected a reputable
      provider for such interest rate cap, this does not eliminate the risk that
      such
      provider may fail to honor its obligations if so required. Developing an
      effective interest rate risk strategy is complex and no strategy can completely
      insulate the Operating Partnerships from risks associated with interest rate
      fluctuations. In addition, hedging agreements may involve costs, such as
      transaction fees or breakage costs, if the Operating Partnerships terminate
      them. Any failure by the Operating Partnerships to effectively manage their
      exposure to interest rate risk through hedging agreements or otherwise, and
      any
      costs associated with such hedging arrangements could adversely affect the
      Operating Partnerships’ results of operations or financial condition. This could
      cause the market value of the Partnership’s Units to decline.





Item
      8.  Financial
      Statements and Supplementary Data





The
      financial information required in response to the Item 8 is submitted as part
      of
      Item 15.





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





On
      December 3, 2004, Registrant was informed that Rosenberg Neuwirth and Kuchner,
      Certified Public Accounts, P.C. (“RNK”) resigned as the Registrant’s principal
      independent accountants. RNK resigned because it became economically infeasible
      for RNK to service one public company. During Registrant’s fiscal years ended
      February 29 2004 and February 28, 2003, and the subsequent interim period
      through December 1, 2004, there were no disagreements with RNK on any matters
      of
      accounting principles or practices, financial statement disclosure or auditing
      scope or procedure which, if not resolved to the satisfaction of RNK, would
      have
      caused it to make reference to the subject matter of the disagreement in
      connection with its report on the financial statements for that period, nor
      have
      there been any reportable events as defined under Item 304 (a) (1) (v) of
      Regulation S-K during such period. Effective as of April 13, 2005, Registrant
      engaged the firm of Reznick Group, P.C. as its independent accountants.





There
      were no disagreements with Reznick Group, P.C.





Item
      9a.  Controls
      and Procedures





As
      of
      February 28, 2006, under the direction of the Chief Executive Officer and Chief
      Financial Officer of the General Partner, Registrant evaluated the effectiveness
      of its disclosure controls and procedures and concluded that (i) Registrant’s
      disclosure controls and procedures were effective as of February 28, 2006,
      and
      (ii) there has been no change in Registrant’s internal control over financial
      reporting during the quarter ended February 28, 2006 that has materially
      affected, or is reasonably likely to materially affect, such internal controls
      over financial reporting.





Item
      9b.  Other
      Information





Pursuant
      to oral communications with the SEC, it has been requested that Registrant
      amend
      its Form 10-Q as of and for the period ended November 30, 2004 to reflect
      Registrant’s adoption of FIN 46(R) and thereby consolidate the accounts and
      activities of the Operating Partnerships with those of Registrant. In addition,
      the Forms 10-Q as of and for the periods ended May 31, 2005 and August 31,
      2005
      will include a restatement of the 2004 amounts to reflect the adoption of FIN
      46(R) effective March 1, 2004.




10




PART
      III





Item
      10.  Directors
      and Executive Officers of the Registrant





Registrant
      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
            OfficeRichard
                Paul Richman
            58
            President
                and DirectorRobert
                H. Wilder, Jr.
            60
            Vice
                President, Assistant Secretary and DirectorNeal
                Ludeke
            47
            Treasurer








Richard
      Paul Richman is President and a Director of WRHC. Mr. Richman graduated from
      the
      Columbia University Law School with a Juris Doctor degree, the Columbia
      University Graduate School of Business Administration with a Master of Business
      Administration degree and Syracuse University with a Bachelor of Arts degree
      in
      Political Science. Mr. Richman has over ten years of extensive experience in
      both the development and management of residential properties. From 1973 until
      1979, Mr. Richman practiced corporate law in New York City with the law firm
      of
      Greenbaum, Wolff & Ernst and then as a partner of Shipley, Richman &
Nierenberg. For over six years, Mr. Richman acted as a lawyer in connection
      with
      the development, syndication and tax issues relating to real estate. Since
      1988,
      Mr. Richman has been the President and/or Chairman and a stockholder of The
      Richman Group, Inc. (“Richman Group”). 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. is Vice President, Assistant Secretary and a 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.





Neal
      Ludeke is the Treasurer of WRHC. Mr. Ludeke, employed by Richman Group since
      November 1986, is the Treasurer of Richman Group and is engaged primarily in
      the
      syndication, asset management and finance operations of Richman Group. In
      addition, Mr. Ludeke is a Vice President and the Treasurer of Richman Asset
      Management, Inc. (“RAM”), an affiliate of the WRHC. Mr. Ludeke's
      responsibilities in connection with RAM include various partnership management
      functions.





Registrant
      is not aware of any family relationship between any directors and executive
      officers noted herein Item 10.





Registrant
      is not aware of the involvement in certain legal proceedings with respect to
      the
      directors and executive officers noted herein





Item
      10.





The
      audit
      committee of the Registrant consists of Mr. Richman, Mr. Ludeke and Charles
      Krafnick, Assistant Treasurer of WRHC. Mr. Richman is deemed to be an audit
      committee financial expert and is not independent of the
      Registrant.




11




The
      Board
      of Directors of WRHC has adopted a code of ethics for senior financial officers
      of the Registrant, applicable to the Registrant's principal executive officer,
      principal financial officer and comptroller or principal accounting officer,
      or
      persons performing similar functions. Registrant will provide to any person
      without charge a copy of such code of ethics upon written request to the General
      Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention:
      Secretary.








Item
      11.  Executive
      Compensation





Registrant
      is not required to pay the officers, directors or partners of the General
      Partner any direct compensation, and no such compensation was paid during the
      year ended February 28, 2006 or during the two prior fiscal years.








Item
      12.  Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters





Dixon
      Mill Investor, LLC ("DMI"), an affiliate of the Operating General Partner, having
      the address of 350 Veterans Boulevard, Rutherford, New Jersey 07070, owns 143
      Units, representing approximately 17.9% of the outstanding Units of limited
      partnership interest.





Affiliates
      of Everest Properties, Inc., having the address of 199 S. Robles Avenue, Suite
      200, Pasadena, California 91101, are the owners of approximately 248 Units,
      representing approximately 31% of the outstanding units of limited partnership
      interest.





As
      of May
      31, 2006, no person or entity other than those identified herein Item 12 was
      known by Registrant to be the beneficial owner of more than 5% of the
      Units.








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 Registrant.





WRMC,
      Inc. ("WRMC"), an affiliate of the General Partner, is a co-management agent
      of
      the Complex. In connection with these services, WRMC earned $111,822 and
      received management fees of $113,034 in calendar 2005.





Richman
      Asset Management, Inc. an affiliate of the General Partner, earned compensation
      in the amount of $98,314 in fiscal 2006 for its performance in connection with
      investor services for Registrant and the Operating Partnerships and received
      payment of $60,000.





Indebtedness
      of Management





No
      officer or director of the General Partner or any affiliate of the foregoing
      was
      indebted to Registrant at any time during the years ended February 28, 2006
      and
      2005.




12




Item
      14.  Principal
      Accountant Fees and Services





Registrant’s
      independent registered public accounting firm billed Registrant the following
      fees for professional services rendered in the years ended February 28, 2006
      and
      2005:





2006
            
            2005Audit
                Fees
            
            $
            34,500
            
            $
            25,000Audit-Related
                Fees
            
            
            --
            
            
            --Tax
                Fees
            
            
            --
            
            
            --All
                Other Fees
            
            
            --
            
            
            --








Audit
      fees consist of fees for the annual audit and review of Registrant’s financial
      statements and assistance with and review of documents filed with the SEC.
      Tax
      fees generally represent fees for annual tax return preparation. There were
      no
      other accounting fees incurred by Registrant in fiscal 2006 and
      2005.





The
      audit
      committee has adopted a set of pre-approval policies and procedures under which,
      pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and
      permitted non-audit services to be performed by the independent registered
      public accounting firm require pre-approval by the audit committee.





The
      audit
      committee approved all fiscal 2006 and 2005 audit fees.


13




PART
      IV





Item
      15.  Exhibits
      and Financial Statement Schedules





(1)  Financial
      Statements





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





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





(2)  Financial
      Statement Schedules





All
      schedules are omitted because the required information is inapplicable or it
      is
      presented in the consolidated financial statements or the notes
      thereto.





(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;**





14


(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;
                ****





(21)
            Dixon
                Mills Associates Combined Audited Financial Statements for the Years
                Ended
                December 31, 2003, 2002 and 2001 and Independent Auditors’
                Report;





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





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





(32.1)
            Section
                1350 Certification of Chief Executive
                Officer;





(32.2)
            Section
                1350 Certification of Chief Financial
                Officer.





*
            Incorporated
                by Reference to Registrant's Form S-11 Registration Statement as
                filed
                with the Securities and Exchange Commission on January 15,
                1988.


**
            Incorporated
                by Reference to Amendment No.1 to Registrant's Form S-11 Registration
                Statement as filed with the Securities and Exchange Commission on
                May 9,
                1988.


***
            Submitted
                as exhibit to Form 10-K for the fiscal year ended February 29, 1992.


****
              Incorporatedby
                  Reference to Proxy dated March 23,
                  1992.




15





SIGNATURES
 
 
 Pursuant
        to the require-ments 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, hereunto duly authorized on the 22nd day of June 2006.
 
 
 WILDER
        RICHMAN HISTORIC PROPERTIES II, L.P.
 
 By:
              Wilder
                  Richman Historic Corporation, General
                  Partner
 
 By:
              /s/Richard
                  Paul
                  Richman Richard Paul Richman - Chief Executive
                Officer
  By:
                /s/Neal
                    Ludeke Neal Ludeke - Chief Financial
                  Officer
   16
  **CONSOLIDATED
          FINANCIAL STATEMENTS AND**
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 **WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES**
 
 **FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004**
   
 
  
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSISIARIES
 
 INDEX
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 Table
                    of Contents
                PageReport
                    of Independent Registered Public Accounting Firm
                F-2Report
                    of Independent Registered Public Accounting Firm
                F-3Consolidated
                    Financial StatementsConsolidated
                    Balance Sheets
                F-4Consolidated
                    Statements of Operations
                F-5Consolidated
                    Statements of Partners' Equity (Deficit)
                F-7Consolidated
                    Statements of Cash Flows
                F-8Notes
                    to Consolidated Financial Statements
                F-10
 
 
 F-1
  
 REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
          the
          Partners
 Wilder
          Richman Historic Properties II, L.P.
 
 We
          have
          audited the accompanying consolidated balance sheets of Wilder Richman
          Historic
          Properties II, L.P. and Subsidiaries as of February 28, 2006 and 2005,
          and the
          related consolidated statement of operations, partners’ equity (deficit) and
          cash flows for the years then ended. These financial statements are the
          responsibility of the Partnership’s management. Our responsibility is to express
          an opinion on these financial statements based on our audits.
  We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits to obtain reasonable assurance about whether the
          financial statements are free of material misstatement. The Partnership
          has
          determined that it is not required to have, nor were we engaged to perform,
          an
          audit of its internal controls over financial reporting. Our audits included
          consideration of internal control over financial reporting as a basis for
          designing audit procedures that are appropriate in the circumstances, but
          not
          for the purpose of expressing an opinion on the effectiveness of the
          Partnership’s internal control over financial reporting. Accordingly, we express
          no such opinion. 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 the General Partner, as well as evaluating overall financial statement
          presentation. We believe our audits provide a reasonable basis for our
          opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the consolidated financial position of Wilder
          Richman
          Historic II, L.P. and Subsidiaries as of February 28, 2006 and 2005, and
          the
          consolidated results of its operations and its cash flows for the years
          then
          ended in conformity with accounting principles generally accepted in the
          United
          States of America.
 
 As
          discussed in Note 3 to the consolidated financial statements, the Partnership
          changed its method of accounting for its investment in Operating Partnerships
          effective March 1, 2004 with the adoption of Financial Accounting Standards
          Board Interpretation No. 46 (revised).
 
 
 /s/
          Reznick Group, P.C.
 
 Bethesda,
          Maryland
 June
          20,
          2006
  F-2
 
  
 REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 Partners
 Wilder
          Richman Historic Properties II, L.P.
 Greenwich,
          Connecticut
 
 
 
 We
          have
          audited the accompanying balance sheets of Wilder Richman Historic Properties
          II, L.P. as of February 29, 2004 and February 28, 2003, and the related
          statements of operations, partners' equity and cash flows for the years
          ended
          February 29, 2004, February 28, 2003 and 2002. These financial statements
          are
          the responsibility of the Partnership's management. Our responsibility
          is to
          express an opinion on these financial statements based on our
          audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Wilder Richman Historic Properties
          II, L.P. as of February 29, 2004 and February 28, 2003 and the results
          of its
          operations, changes in partners' equity and cash flows for the years ended
          February 29, 2004, February 28, 2003 and 2002 in conformity with accounting
          principles generally accepted in the United States of America.
 
 
 
 /s/
          Rosenberg, Neuwirth & Kuchner
 Certified
          Public Accountants, P.C.
 
 April
          28,
          2004
 New
          York,
          New York
  F-3
 
  WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED
          BALANCE SHEETS
  February
                    28,
                
                February
                    28,2006
                
                2005ASSETSLand
                
                $
                
                
                $
                $
                    1,150,473Building
                    and improvements, net of accumulateddepreciation
                    of $21,427,397
                
                
                
                
                
                35,349,870Cash
                    and cash equivalents
                
                
                4,184,690
                
                
                5,909,227Deferred
                    costs, net of accumulated amortization of $133,650
                
                
                
                
                
                757,339Mortgage
                    escrows and other deposits
                
                
                1,181,280
                
                
                3,285,704Tenant
                    security deposits
                
                
                
                
                
                687,480Assets
                    held for sale
                
                
                39,371,221Other
                    assets
                
                
                57,270
                
                
                32,706$
                44,794,461
                
                $
                47,172,799LIABILITIES
                    AND PARTNERS’ EQUITYLIABILITIESMortgages
                    payable
                
                
                
                
                $
                $
                    28,600,000Accounts
                    payable and accrued expenses
                
                
                385,789
                
                
                440,761Accrued
                    interest payable
                
                
                40,775
                
                
                22,073Tenant
                    security deposits payable
                
                
                
                
                
                687,480State
                    of New Jersey filing fee payable
                
                
                25,600
                
                
                56,100Liabilities
                    held for sale
                
                
                27,178,813Due
                    to affiliates
                
                
                2,075,307
                
                
                1,979,48229,706,284
                
                
                31,785,896MINORITY
                    INTEREST
                
                
                14,601,428
                
                
                14,596,070PARTNERS’
                    EQUITY
                
                
                486,749
                
                
                790,833$
                44,794,461
                
                $
                47,172,799
 
 
 See
          notes
          to consolidated financial statements.
  F-4
   WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P.AND SUBSIDIARIES
 
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 
 
 Year
                    EndedFebruary
                    28,
                
                February
                    28,
                
                February
                    29,2006
                
                2005
                
                2004OPERATIONSRevenueInterest
                
                $
                194,320
                
                $
                56,265
                
                $
                918ExpensesAdministrative
                
                
                68,318
                
                
                141,628
                
                
                167,913Investor
                    service fees - affiliate
                
                
                24,765
                
                
                24,100
                
                
                24,084State
                    of New Jersey Filing Fee
                
                
                68,500
                
                
                112,200
                
                
                112,200TOTAL
                    EXPENSES
                
                
                161,583
                
                
                277,928
                
                
                304,197INCOME
                    (LOSS) FROM CONTINUING OPERATIONS
                
                
                32,737
                
                
                (221,663
                )
                
                (303,279
                )DISCONTINUED
                    OPERATIONSRevenueRent
                
                
                6,999,873
                
                
                6,812,091Equity
                    in income of operating partnerships
                
                
                ---
                
                
                --
                
                
                413,727Total
                    revenue from discontinued operations
                
                
                6,999,873
                
                
                6,812,091
                
                
                413,727ExpensesAdministrative
                
                
                1,330,096
                
                
                1,186,879Operating
                
                
                2,985,059
                
                
                2,873,378Management
                    fees - affiliate
                
                
                279,554
                
                
                257,334Investor
                    services fees - affiliate
                
                
                73,549
                
                
                71,614Financial
                
                
                702,740
                
                
                395,654Depreciation
                    and amortization
                
                
                1,280,338
                
                
                1,663,256Total
                    expenses from discontinued operations
                
                
                6,651,336
                
                
                6,448,115Income
                    from discontinued operationsbefore
                    minority interest
                
                
                348,537
                
                
                363,976
                
                
                413,727Minority
                    interest income of operating partnerships
                
                
                (5,358
                )
                
                (4,188
                )
                
                --INCOME
                    FROM DISCONTINUEDOPERATIONS
                
                
                343,179
                
                
                359,788
                
                
                413,727NET
                    INCOME
                
                $
                375,916
                
                $
                138,125
                
                $
                110,448NET
                    INCOME ALLOCATED TOLimited
                    partners
                
                $
                372,157
                
                $
                136,744
                
                $
                109,344General
                    partner
                
                
                3,759
                
                
                1,381
                
                
                1,104$
                375,916
                
                $
                138,125
                
                $
                110,448
 
 --
          continued -
  F-5
  
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P.AND SUBSIDIARIES
 
 CONSOLIDATED
          STATEMENTS OF OPERATIONS - CONTINUED
 
 
 Year
                    EndedFebruary
                    28,
                
                February
                    28,
                
                February
                    29,2006
                
                2005
                
                2004NET
                    INCOME ALLOCATED PER UNIT OFLIMITED
                    PARTNERSHIP INTEREST
                
                $
                465.20
                
                $
                170.93
                
                $
                136.68NET
                    INCOME (LOSS) FROM CONTINUINGOPERATIONS
                    ALLOCATED PER UNITOF
                    LIMITED PARTNERSHIP INTEREST
                
                $
                40.51
                
                $
                (274.31
                )
                $
                (375.31
                )INCOME
                    FROM DISCONTINUEDOPERATIONS
                    ALLOCATED PER UNITOF
                    LIMITED PARTNERSHIP INTEREST
                
                $
                424.68
                
                $
                445.24
                
                $
                511.99
 
 
 
 See
          notes
          to consolidated financial statements.
  F-6
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED
          STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)
 YEARS
          ENDED FEBRUARY 28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
  
 General
                
                LimitedPartner
                
                Partners
                
                TotalPartners’
                    equity (deficit), February 28, 2003
                
                $
                (134,538
                )
                $
                2,347,691
                
                $
                2,213,153Distributions
                    to partners
                
                
                (10,709
                )
                
                (1,060,172
                )
                
                (1,070,881
                )Net
                    income, year ended February 29, 2004
                
                
                1,104
                
                
                109,344
                
                
                110,448Partner’s
                    equity (deficit), February 29, 2004
                
                
                (144,143
                )
                
                1,396,863
                
                
                1,252,720Distributions
                    to partners
                
                
                
                
                
                (600,012
                )
                
                (600,012
                )Net
                    income, year ended February 28, 2005
                
                
                1,381
                
                
                136,744
                
                
                138,125Partner’s
                    equity (deficit), February 28, 2005
                
                
                (142,762
                )
                
                933,595
                
                
                790,833Distributions
                    to partners
                
                
                
                
                
                (680,000
                )
                
                (680,000
                )Net
                    income, year ended February 28, 2006
                
                
                3,759
                
                
                372,157
                
                
                375,916Partners’
                    equity (deficit), February 28, 2006
                
                $
                (139,003
                )
                $
                625,752
                
                $
                486,749Limited
                    partnership units outstanding
                
                
                800
                
                
                800
                
                
                800
 
  
 See
          notes
          to consolidated financial statements.
  F-7
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 
 Year
                    EndedFebruary
                    28,
                
                February
                    28,
                
                February
                    29,2006
                
                2005
                
                2004CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    income
                
                $
                375,916
                
                $
                138,125
                
                $
                110,148Adjustment
                    to reconcile net income to net cashprovided
                    by (used in) operating activitiesDepreciation
                    and amortization
                
                
                1,280,338
                
                
                1,663,256Minority
                    interest in income of operating partnerships
                
                
                5,358
                
                
                4,188Unrealized
                    gain on interest rate cap
                
                
                (65,846
                )Write
                    off of unamortized interest rate cap
                
                
                113,891Equity
                    in income of operating partnerships
                
                
                
                
                
                
                
                
                (413,727
                )Decrease
                    (increase) in tenant security deposits
                
                
                (56,333
                )
                
                24,013Decrease
                    (increase) in other assets
                
                
                (24,564
                )
                
                13,220
                
                
                59Increase
                    (decrease) in accounts payable and accrued expenses
                
                
                (54,972
                )
                
                829
                
                
                111,750Increase
                    in accrued interest payable
                
                
                18,702
                
                
                8,319Increase
                    (decrease) in tenant security deposits payable
                
                
                56,333
                
                
                (24,013
                )Decrease
                    in State of New Jersey filing fee payable
                
                
                (30,500
                )
                
                
                
                
                (56,100
                )Increase
                    in due to affiliates
                
                
                95,825
                
                
                48,389
                
                
                9,084Net
                    cash provided by (used in) operating activities
                
                
                1,714,148
                
                
                1,876,326
                
                
                (238,486
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESInvestment
                    in fixed assets
                
                
                (1,946,032
                )
                
                (1,341,243
                )Withdrawals
                    from (payments to) principal reserve fund
                
                
                1,635,478
                
                
                (439,174
                )Increase
                    in mortgage escrows and other deposits
                
                
                (143,131
                )
                
                (389,923
                )Net
                    cash of consolidating subsidiaries as of beginning of year
                
                
                
                
                
                6,788,271Distribution
                    received
                
                
                
                
                
                
                
                
                1,239,180Net
                    cash provided by (used in) investing activities
                
                
                (453,685
                )
                
                4,617,931
                
                
                1,239,180CASH
                    FLOWS FROM FINANCING ACTIVITIESPrincipal
                    payments on mortgages
                
                
                (2,165,000
                )Purchase
                    of interest rate cap
                
                
                (140,000
                )Distributions
                    paid
                
                
                (680,000
                )
                
                (600,012
                )
                
                (1,070,881
                )Net
                    cash used in financing activities
                
                
                (2,985,000
                )
                
                (600,012
                )
                
                (1,070,881
                )NET
                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (1,724,537
                )
                
                5,894,245
                
                
                (70,187
                )CASH
                    AND CASH EQUIVALENTS, beginning of year
                
                
                5,909,227
                
                
                14,982
                
                
                85,169CASH
                    AND CASH EQUIVALENTS, end of year
                
                $
                4,184,690
                
                $
                5,909,227
                
                $
                14,982SUPPLEMENTAL
                  INFORMATIONFinancial
                  expenses paid
                
                $
                691,162
                
                $
                387,335
                
                $
                --
 
  
 --
          continued --
  F-8
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS - CONTINUED
 
 Year
                    EndedFebruary
                    28,
                
                February
                    28,
                
                February
                    29,2006
                
                2005
                
                2004CASH
                    FLOWS FROM DISCONTINUED OPERATIONSNet
                    cash provided by operating activities
                
                $
                1,746,951
                
                $
                1,830,212Net
                    cash used in investing activities
                
                $
                (310,554
                )
                $
                (1,780,417
                )Net
                    cash used in financing activities
                
                $
                (2,305,000
                )
 
 The
          amounts reflected above are included in the consolidated statements of
          cash
          flows as presented on page F-8. Amounts are not included for the year ended
          February 29, 2004 because the Partnership accounted for its investments
          in
          subsidiaries using the equity method of accounting for such year (see Note
          1).
 
 
 See
          notes
          to consolidated financial statements.
   F-9
 
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 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. 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. 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. (“DVC”) (the "Operating General Partner"), which owns 1% of each of the
          Operating Partnerships.
 
 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.
 
 Through
          February 29, 2004, the Investments in Operating Partnerships were accounted
          for
          under the equity method of accounting. Upon the adoption of Financial Accounting
          Standards Board (“FASB”) Interpretation No. 46 (revised), Consolidation of
          Variable Interest Rate Entities (“FIN46 (R)”), as of March 1, 2004 (see
          Principles of Consolidation in Note 2 below), the Partnership is required
          to
          consolidate its financial information with that of the Operating Partnerships.
          Accordingly, the accompanying financial statements as of and for the years
          ended
          February 28, 2006 and 2005 are presented as consolidated.
 
 
 2.
                SIGNIFICANT
                    ACCOUNTING POLICIES
 
 Principles
          of Consolidation
 
 All
          significant inter-partnership balances and transactions have been eliminated
          in
          consolidation.
 
 Investments
          in Operating Partnerships
 
 Prior
          to
          the adoption of FIN 46(R), the financial statements included the assets,
          liabilities and results of operations that related to the Partnership only.
          The
          Partnership accounted for its investment in the Operating Partnerships
          using the
          equity method of accounting, under which the investment was carried at
          cost and
          was adjusted by the Partnership's share of the Operating Partnerships'
          results
          of operations and by cash distributions received or accrued, which was
          limited
          to the respective investment balances. For such periods, the statements
          of
          operations included the Partnership's equity in the earnings of the Operating
          Partnerships on a calendar year basis.
 
 Fiscal
          Year
 
 The
          Partnership’s fiscal year for financial reporting purposes ends on the last day
          of February, while that of the Operating Partnerships ends on December
          31. Both
          the Partnership and the Operating Partnerships have a December 31 year
          end for
          tax purposes.
  F-10
 
  
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 2.
                SIGNIFICANT
                    ACCOUNTING POLICIES (CONTINUED)
 
 Cash
          and Cash Equivalents
 
 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.
 
 Accounts
          Receivable and Bad Debts
 
 Tenant
          receivables are charged to bad debt expense when they are determined to
          be
          uncollectible based upon a periodic review of the accounts by management.
          Accounting principles generally accepted in the United States of America
          require
          that the allowance method be used to recognize bad debts; however, the
          effect of
          using the direct write-off method is not materially different from the
          results
          that would have been obtained under the allowance method.
 
 Deferred
          Costs
 
 Deferred
          costs represent costs incurred in connection with the mortgages (see Note
          6) and
          are being amortized over the term of the respective mortgages using the
          straight
          line method. Annual amortization for each of the next five years ending
          December
          31, 2006 through December 31, 2010 is $24,853.
 
 Derivative
          Instruments
 
 Effective
          March 15, 2005, the Partnership adopted Statement of Financial Accounting
          Standard (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging
          Activities,” as amended. The Operating Partnerships use derivatives to manage
          risks related to interest rate fluctuations. The interest rate cap purchased
          in
          connection with the mortgage payable (see Note 6) is recorded at fair market
          value and is included in assets held for sale in the accompanying consolidated
          balance sheet as of February 28, 2006 (see below under Land
          and Buildings and Improvements) ,
          with
          any change in fair market value reflected in the consolidated statement
          of
          operations in the period of change.
 
 Land
          and Buildings and Improvements
 
 The
          long-lived assets of the Operating Partnerships are classified as held
          for sale
          as of October 5, 2005 and are measured at the lower of their carrying amount
          or
          fair value less cost to sell. Once classified as held for sale, depreciation
          of
          the assets ceases. Land and buildings and improvements had been carried
          at cost.
          Depreciation of buildings was computed on the straight-line method over
          a
          40-year life. Building improvements and furniture and equipment were depreciated
          over an estimated service life of 5 to 40 years.
 
 Impairment
          of Long-Lived Assets
 
 In
          accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
          Long-Lived Assets,” long-lived assets, primarily property and equipment, are
          reviewed for impairment whenever events or changes in circumstances indicate
          that the carrying amount of the assets might not be recoverable. The Partnership
          does not perform a periodic assessment of assets for impairment in the
          absence
          of such information or indicators. Conditions that would necessitate an
          impairment assessment include a significant decline in the observable market
          value of an asset, a significant change in the extent or manner in which
          an
          asset is used, or a significant adverse change that would indicate that
          the
          carrying amount of an asset or group of assets is not recoverable. For
          long-lived assets to be held and used, the Partnership recognizes an impairment
          loss only if its carrying amount is not recoverable through its undiscounted
          cash flows and measures the impairment loss based on the difference between
          the
          carrying amount and estimated fair value. See discussion above under Land
          and Buildings and Improvements regarding the long-lived assets of the Operating Partnerships being classified
          as held for sale as of October 5, 2005 as a result of the potential disposition
          of the Operating Properties.
  F-11
 
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 2.
                SIGNIFICANT
                    ACCOUNTING POLICIES (CONTINUED)
 
 Rental
          Income
 
 Rental
          income is recognized for apartment rentals as they accrue. Rental payments
          received in advance are deferred until earned. All leases between the Operating
          Partnerships and tenants of the property are operating leases.
 
 Concentration
          of Credit Risk
 
 Financial
          instruments which potentially subject the Partnership and the Operating
          Partnerships to concentrations of credit risk consist principally of temporary
          cash investments in high credit quality financial institutions.
 
 Income
          Taxes
 
 No
          provision for income taxes has been made because all income and losses
          are
          allocated to the partners for inclusion in their respective tax returns.
          In
          accordance with SFAS No. 109, "Accounting for Income Taxes," the Partnership
          has
          included in Note 8 disclosures related to differences in the book and tax
          bases
          of accounting. 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. The tax basis of the property was reduced by one-half of the
          historic rehabilitation tax credit.
 
 Advertising
          Costs
 
 Advertising
          costs are expensed as incurred.
 
 Use
          of
          Estimates
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenue and expenses
          during
          the reporting period. Actual results could differ from those
          estimates.
 
 Reclassifications
 
 Certain
          prior year amounts have been reclassified to conform to the current year
          presentation.
 
 
 3.
                DISCONTINUED
                    OPERATIONS
 
 The
          Operating Partnerships received a written offer effective May 24, 2006
          from a
          non-affiliated third party to purchase the property for $69,960,000. The
          offer
          is subject to various terms and conditions and is subject to termination;
          accordingly, there is no assurance that such sale will ultimately take
          place.
          However, the purchase price includes a nonrefundable deposit of $4,390,000
          and
          the sale is expected to close by July 14, 2006. The following represents
          the
          detail of the assets and liabilities that are classified as discontinued
          operations as a result of certain assets and liabilities of the Operating
          Partnerships being classified as held for sale as of October 5, 2005 (see
          Note
          2):
  F-12
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 3.
                DISCONTINUED
                    OPERATIONS (CONTINUED)
 
 AssetsLand
                
                $
                1,150,473Buildings
                    and improvements, net ofaccumulated
                    depreciation of $22,668,343
                
                
                36,054,956Deferred
                    costs, net of accumulatedaccumulated
                    amortization of $141,541
                
                
                809,902Mortgage
                    escrow deposits
                
                
                612,077Tenant
                    security deposits
                
                
                743,813$
                39,371,221LiabilitiesMortgage
                    payable
                
                $
                26,435,000Tenant
                    security deposits payable
                
                
                743,813$
                27,178,813
 
 
 4.
                INVESTMENTS
                    IN OPERATING PARTNERSHIPS
 
 The
          Partnership determined that the Operating Partnerships are variable interest
          entities as defined by FIN 46(R) (see Note 1) and concluded that, as the
          limited
          partner in such entities, it is the primary beneficiary as defined by FIN
          46(R)
          because it absorbs the majority of the expected income and loss variability
          (as
          it is entitled to a preferred return). Accordingly, the Partnership began
          consolidating the accounts of the Operating Partnerships effective March
          1, 2004
          and the accompanying consolidated financial statements as of and for the
          years
          ended February 28, 2006 and 2005 reflect the adoption of FIN 46(R). The
          debt of
          the Operating Partnerships is nonrecourse and the Partnership has no obligation
          in connection with such debt. Upon adoption of FIN 46(R), the Partnership
          recorded the assets and liabilities of the Operating Partnerships at their
          historical bases since the Operating Partnerships are under control of
          the
          Partnership.
 
 Prior
          to
          March 1, 2004, the Partnership accounted for its investment in the Operating
          Partnerships under the equity method (see Note 2). Information related
          to the
          Partnership’s investment in Operating Partnerships for the year ended February
          29, 2004 is as follows:
 
 Balance,
                    February 28, 2003
                
                $
                2,475,099Equity
                    in income of Operating Partnerships
                
                
                413,727Distributions
                
                
                (1,239,180
                )Balance,
                    February 29, 2004
                
                $
                1,649,646
 
 In
          accordance with the limited partnership agreements of the Operating
          Partnerships, income and losses are to be allocated 1% and 99% to the Operating
          General Partner and the Partnership, respectively. Under the equity method
          of
          accounting, losses are not allocable to the Partnership if the losses reduce
          its
          equity basis below zero. Losses in excess of the Partnership’s investment are
          allocated to the Operating General Partner.
  F-13
 
  WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 4.
                INVESTMENTS
                    IN OPERATING PARTNERSHIPS
                    (CONTINUED)
 
 The
          limited partnership agreements of the Operating Partnerships provide that
          cash
          flow from operations 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 its initial capital contribution. 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, 2005 is $17,443,873. There is no assurance
          that
          all or any portion of such amount due as of December 31, 2005 will be paid,
          and
          no amount has been accrued.
 
 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 Partnership and 1% to the Operating General Partner, until the Partnership
          has received an amount equal to its adjusted contributions;
 
 -  99%
          to
          the Partnership and 1% to the Operating General Partner, until the Partnership
          has received an amount equal to the unpaid cumulative Preference
          Amount;
 
 -  the
          balance of adjusted capital contributions of the General Partner;
          and
 
 -  the
          balance, if any, 75% to the Partnership and 25% to the Operating General
          Partner.
 
 The
          Operating Partnerships’ combined results of operations for the year ended
          December 31, 2003 are presented herein Note 4 for informational purposes
          because
          the accompanying consolidated statement of operations for the year ended
          February 29, 2004 reflects such operating results under the equity method
          of
          accounting.
 
 RevenueRent
                
                $
                6,876,152ExpensesAdministrative
                
                
                1,325,315Operating
                
                
                2,985,769Management
                    fees
                
                
                275,046Financial
                
                
                335,062Depreciation
                    and amortization
                
                
                1,583,3416,504,533INCOME
                    FROM OPERATIONS
                
                
                371,619Interest
                    revenue
                
                
                46,287NET
                    INCOME
                
                $
                417,906Net
                    income allocated to Wilder Richman Historic Properties II,
                    L.P.
                
                $
                413,727Net
                    income allocated to Dixon Venture Corp.
                
                $
                4,179
 
  F-14
  WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 5.
                TRANSACTIONS
                    WITH AFFILIATES
 
 DVC
          has
          complete authority, management and control of the Operating Partnerships.
          The
          Partnership and the Operating Partnerships, in the normal course of business,
          have transactions with affiliates. Due to affiliates in the accompanying
          consolidated balance sheets is comprised of the following items as of February
          28, 2006 and 2005:
  2006
                
                2005Due
                    to (from)Morris
                    Realty
                
                $
                (5,259
                )
                $
                (5,259
                )DVC
                
                
                1,543,637
                
                
                1,484,914Richman
                    Asset Management, Inc.
                
                
                536,929
                
                
                499,827$
                2,075,307
                
                $
                1,979,482
 
 The
          Operating Partnerships incurred property management fees to WRMC, Inc.,
          an
          affiliate of the Partnership, in the amount of $111,822 and $103,222 in
          2005 and
          2004, respectively. In addition, property management fees of $167,732 and
          $154,112 were incurred in 2005 and 2004, respectively, to Morris Property
          Management, an affiliate of the Operating General Partner..
 Richman
          Asset Management, Inc. (“RAM”), an affiliate of the Partnership, provides
          investor services at a fee which is based upon a base amount of $60,000
          in 1992
          and is subject to adjustment annually thereafter based on changes in the
          Operating Partnerships’ rental revenue (the “Investor Services Fees”). Total
          Investor Services Fees incurred for 2006, 2005 and 2004 as reflected in
          the
          accompanying consolidated statements of operations were of $98,314, $95,714
          and
          $24,084, respectively. As of February 28, 2006 and 2005, due to affiliates
          includes $536,929 and $499,827, respectively, of Investor Services Fees
          due to
          RAM.
 
 Pursuant
          to the terms of the partnership agreements of the Operating Partnerships,
          DVC is
          entitled to interest on Operating Deficit Loans and voluntary loans made
          subsequent to the issuance of the Fannie Mae pass-through certificates
          (which
          occurred in February 1991). Interest on such advances accrues at 1% above
          the JP
          Morgan Chase prime rate (7.25% and 6% at December 31, 2005 and 2004,
          respectively). The Operating Partnerships incurred interest of $58,722
          and
          $45,664 for 2005 and 2004, respectively. The amount payable to DVC is $1,543,637
          (including accrued interest of $629,279) as of December 31, 2005 and $1,484,914
          (including accrued interest of $570,557) as of December 31, 2004.
 
 
 6.
                MORTGAGES
                    PAYABLE
 
 On
          May 1,
          2000, the Jersey City Redevelopment Agency (the “Agency”) provided mortgage
          financing for the Operating Partnerships in the amount of $28,600,000 for
          a term
          of 30 years through the issuance of (a) variable rate tax-exempt bonds
          in the
          amount of $26,435,000 maturing on May 15, 2030 (with an interest rate of
          3.54%
          at December 31, 2005 ) which is secured by the property and (b) variable
          rate
          taxable bonds in the amount of $2,165,000 (which matured and were paid
          in full
          on November 15, 2005 from the principal reserve fund - see below).
 
 To
          manage
          risk associated with the variable interest rates associated with the bonds,
          the
          Operating Partnerships executed an interest rate cap agreement (the “Rate Cap”)
          on May 15, 2005 for a cost of $140,000. Pursuant to the terms of the Rate
          Cap,
          the maximum interest rate on the bonds is 5%. The Rate Cap expires on May
          15,
          2010. The Operating Partnerships are required to fund an escrow (in the
          amount
          of $2,333 per month, the “Pledged Cap Account”) in connection with the purchase
          of another interest rate cap upon the expiration of the Rate Cap in 2010.
          The
          fair market value of the Rate Cap as of December 31, 2005 is $205,846 which
          is
          included in deferred costs on the accompanying balance sheet as of December
          31,
          2005.
  F-15
   WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 6.
                MORTGAGES
                    PAYABLE (CONTINUED)
 
 Monthly
          payments are made into a principal reserve fund for the purpose of providing
          funds for retirement of the tax-exempt bonds issued by the Agency. As of
          December 31, 2005 and 2004, the balance of the principal reserve fund is
          $90,995
          and $1,726,473, respectively. The bonds will be retired from funds in the
          reserve fund at which time the mortgage balance will be reduced accordingly.
          Monthly payments into the replacement reserve account are required in the
          amount
          of $6,363.
 
 
 At
          December 31, 2005 the scheduled principal reserve fund payments are as
          follows:
 
 2006
                
                $
                429,3342007
                
                
                460,0162008
                
                
                492,8902009
                
                
                528,1132010
                
                
                565,854Thereafter
                
                
                23,958,793$
                26,435,000
                *
 
 *Included
          in liabilities held for sale in the accompanying consolidated balance sheet
          as
          of February 28, 2006 (see Note 3).
 
 The
          carrying amount of the mortgage approximates fair value.
 
 Restricted
          funds held in deposit as of December 31, 2005 and 2004 are as
          follows:
 2005
                
                2004Mortgage
                    escrowsPrincipal
                    reserve fund
                
                $
                90,995
                
                $
                1,726,473Replacement
                    reserve
                
                
                39,676
                
                
                183,384Tax
                    and insurance escrow
                
                
                462,370
                
                
                412,165Pledged
                    cap account
                
                
                19,036
                
                
                148,256Subtotal
                
                
                612,077*
                
                
                2,470,278Additional
                    replacement reservenot
                    held by lender
                
                
                1,181,280
                
                
                815,426$
                1,793,357
                
                $
                3,285,704
 
 *Included
          in assets held for sale in the accompanying consolidated balance sheet
          as of
          February 28, 2006 (see Note 3).
  F-16
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 7.
                PARTNERS'
                    EQUITY
 
 In
          accordance with the terms of the partnership agreement, the General Partner,
          the
          special limited partner and the investor limited partners are allocated
          1%, .01%
          and 98.99%, respectively, of income and losses.
 
 Distributions
 
 Cash
          flow
          of the Partnership available annually for distribution after payment of
          Partnership expenses will be distributed 98.99% to the investor limited
          partners, .01% to the special limited partner and 1% 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% 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% to the
          General Partner, until the investor limited partners have received an amount
          equal to the accrued cumulative, non-compounded rate of 7% per annum (see
          preferred return below).
 
 -  The
          balance of adjusted capital contributions of the General Partner and special
          limited partner, and
 
 - The
          balance, if any, 97.99% to the investor limited partners, .01% to the special
          limited partner and 2% to the General Partner.
   F-17
 
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 8.
                TAXABLE
                    LOSS
 
 A
          reconciliation of the financial statement net income of the Partnership
          for the
          years ended February 28, 2006, February 28, 2005 and February 29, 2004
          to the
          net loss as shown on the tax returns for the years ended December 31, 2005,
          2004
          and 2003 is as follows:
 
 Year
                    Ended December 31,2005
                
                2004
                
                2003Financial
                    statement income for the years ended February 28, 2006, February
                    28, 2005
                    and February 28, 2004
                
                $
                375,916
                
                $
                138,125
                
                $
                110,448Interest
                    income and other transactions due to timing differences resulting
                    from
                    different fiscal year ends for tax purposes v. financial reporting
                    purposes
                
                
                20,827
                
                
                24,275
                
                
                1,980396,743
                
                
                162,400
                
                
                112,428Financial
                    statement to tax return difference arising from investments in
                    Operating
                    Partnerships
                
                
                (212,586
                )
                
                (139,473
                )Minority
                    interest allocation
                
                
                5,358
                
                
                4,188Adjustment
                    to fair market value of Rate Cap recorded for financial statement
                    purposes
                
                
                (65,846
                )
                
                --
                
                
                --Write
                    off of unamortized Rate Cap
                
                
                113,891Amounts
                    paid/payable to related parties not deductible under Internal
                    Revenue Code
                    Section 267 and other adjustments
                
                
                97,036
                
                
                81,378
                
                
                196,187Excess
                    of depreciation expense of the Operating Partnerships for income
                    tax
                    purpose over financial reporting purposes
                
                
                (1,721,324
                )
                
                (1,596,884
                )
                
                (1,128,022
                )Tax
                    return net loss for the years ended December 31, 2005, 2004 and
                    2003,
                    respectively
                
                $
                (1,386,728
                )
                $
                (1,488,391
                )
                $
                (819,407
                )
 
 
 
 F-18
 
 
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 8.
                TAXABLE
                    LOSS (CONTINUED)
 
 The
          differences in the assets of the Partnership for financial reporting purposes
          and tax reporting purposes as of February 28, 2006 and 2005 are as
          follows:
 
 2006
                
                2005Assets
                    - financial reporting
                
                $
                44,794,461
                
                $
                47,172,799Assets
                    - tax reporting
                
                
                27,207,731
                
                
                31,718,225Difference
                
                $
                17,586,730
                
                $
                15,454,574
 
 
 
 9.
                CONTINGENCY
 
 On
          December 21, 2005, a proposed class action suit was filed against the Operating
          Partnerships regarding the underpayment of security deposits to former
          tenants
          of the Property. It is uncertain as to the plaintiffs’ ability to obtain
          certification of the class and any judgments against the Operating Partnerships
          are inestimable.
 
 
 10.
                FAIR
                    VALUE OF FINANCIAL INSTRUMENTS
 
 The
          following disclosure of the estimated fair value of financial instruments
          is
          made in accordance with the requirements of SFAS No. 107, “Disclosures about
          Fair Value of Financial Instruments.” The estimated fair value of amounts has
          been determined using available market information, assumptions, estimates
          and
          valuation methodologies.
 
 Cash
          and Cash Equivalents, Mortgage Escrows and Other Deposits and Tenant Security
          Deposits
 
 The
          carrying amount approximates fair value.
 
 The
          estimated fair values of the Partnership’s financial instruments as of February
          28, 2006 and 2005 are disclosed elsewhere in the financial
          statements.
  F-19
  
 WILDER
          RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 FEBRUARY
          28, 2006, FEBRUARY 28, 2005 AND FEBRUARY 29, 2004
 
 
 11.
                QUARTERLY
                    FINANCIAL INFORMATION
                    (UNAUDITED)
 
 The
          following is a summary of results of operations for each of the four quarters
          for the fiscal years indicated.
  First
                
                Second
                
                Third
                
                FourthQuarter
                
                Quarter
                
                Quarter
                
                Quarter2006Total
                    revenue
                
                $
                1,789,847
                
                $
                1,792,871
                
                $
                1,748,262
                
                $
                1,863,213Income
                    (loss) from continuing operations
                
                
                (27,496
                )
                
                18,881
                
                
                8,588
                
                
                32,764Net
                    income (loss)
                
                
                118,513
                
                
                97,831
                
                
                (26,132
                )
                
                185,704Net
                    income (loss) per unit of limited partnership interest
                
                
                146.66
                
                
                121.07
                
                
                (32.34
                )
                
                229.812005Total
                    revenue
                
                
                1,685,220
                
                
                1,696,637
                
                
                1,714,797
                
                
                1,771,702Loss
                    from continuing operations
                
                
                (41,683
                )
                
                (40,399
                )
                
                (53,616
                )
                
                (85,965
                )Net
                    income (loss)
                
                
                (5,074
                )
                
                68,099
                
                
                179,235
                
                
                (104,135
                )Net
                    income (loss) per unit of limited partnership interest
                
                
                (6.28
                )
                
                84.27
                
                
                221.81
                
                
                (128.87
                )
 
 The
          amounts reported above for revenues in each of the first two quarters for
          fiscal
          2005 do not agree to the amounts reported in the Partnership’s reports on Form
          10-Q. The amounts above reflect the consolidated revenues of the Partnership
          and
          the Operating Partnerships. The amounts previously reported in the Partnership’s
          reports on Form 10-Q reflected revenues of the Partnership only and accounted
          for the operations of the Operating Partnerships using the equity method.
          The
          financial statements for the year ended February 28, 2005 reflect consolidation
          for the entire year. The Partnership, with the consent of the SEC, has
          elected
          not to amend the 2005 first and second quarterly reports on Form 10-Q for
          the
          effects of consolidation.
  F-20