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, 2002

                                       OR

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

                                     0-17793
                                     -------
                            (Commission File Number)

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

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

Wilder Richman Historic Corporation
599 W. Putnam Avenue
Greenwich, Connecticut                                             06830
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip code)


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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X    No___
                                      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
            ---

The aggregate sales price of the units of limited partnership interest held by
non-affiliates of the Registrant is $19,280,000. There is currently no public
market for the units of limited partnership interest and, accordingly, such
figure does not represent the market value for the units.

Documents incorporated by reference:

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

<PAGE>

                                     PART I

Item 1. Business

      General Development of Business

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

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

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

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

      Financial Information About Industry Segments

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

      Working Capital Reserves

      As of February 28, 2002, Registrant had working capital reserves of
approximately $119,000, which were substantially invested in interest-bearing
deposits. See Item 7 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

      Competition

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


                                       2

<PAGE>

      Employees of Registrant

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

      Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous
      Revenue Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus
      Budget Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus
      Budget Reconciliation Act of 1993, Uruguay Round Agreements Act, 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 and Job Creation and Worker Assistance
      Act of 2002 (collectively the "Tax Acts")

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


Item 2. Properties

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

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

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


                                       3
<PAGE>

As of December 31, 2001 and 2000, the occupancy and rental rates were as
follows:

                                  December 31, 2001       December 31, 2000
                                  -----------------       -----------------

Occupancy Rate                          97%                     98%
Monthly Rental Rates:
Studio                           $  628  - $1,117       $   615  -  $1,095
One-Bedroom                      $  730  - $1,807       $   779  -  $1,771
Two-Bedroom                      $1,365  - $2,284       $ 1,365  -  $2,239
Three-Bedroom                    $1,928  - $2,647       $ 1,890  -  $2,595


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

Item 3. Legal Proceedings

     Three complaints were filed against the Operating Partnerships, among
     others, by a former employee, a former part-time rental agent and a
     security person employed by a private non-affiliated security company which
     provided service to the Property, alleging, among other things,
     discrimination in connection with advancement, hiring and termination. All
     three complaints were settled in 2001 and the results are included in the
     Operating Partnerships' financial statements for the year ended December
     31, 2001.

     Registrant is not aware of any other material legal proceedings.


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

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



                                       4

<PAGE>

                                     PART II

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

      a)  Market

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

      b)  Holders

      As of February 28, 2002, there were approximately 736 record holders of
Units holding an aggregate of 800 Units in the Partnership.

      c)  Distributions

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


Item 6.     Selected Financial Data

<TABLE>
<CAPTION>

                                                                      Year End
                                  -------------------------------------------------------------------------------------
                                     February       February             February         February             February
                                     28, 2002       28, 2001             29, 2000         28, 1999             28, 1998
                                     --------       --------             --------         ---------            --------

<S>                                <C>              <C>                 <C>              <C>                  <C>
Total revenues
  (Interest income)                $     4,674      $    11,890         $    54,009      $    52,660          $    55,276

Equity in income (loss) of
  investment in Operating
  Partnerships                     $   701,964      $    83,937(b)      $   128,830      $  (508,146)(a)      $  (358,875)

Net income (loss)                  $   669,086      $    66,898         $   146,652      $  (488,061)         $  (333,793)

Net income (loss) per unit of
 limited partnership interest      $       828      $        83         $       181      $      (604)         $      (413)

At year end:
  Total assets                     $ 2,205,490      $ 1,573,577         $ 1,511,679      $ 2,314,027          $ 2,787,088
</TABLE>


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

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


                                       5

<PAGE>

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

      Liquidity and Capital Resources

      The operating results of the Complex for 2001 were favorable compared to
2000. During 1992, the mortgages of the Operating Partnerships were modified,
resulting in an interest rate decrease from approximately 9.6% to approximately
6.74%, thereby improving the financial viability of the Complex. The Operating
Partnerships again refinanced their respective outstanding mortgage liabilities
as of April 28, 2000 (the "Refinancing"). The total new indebtedness in the
amount of $28,600,000, for a term of 30 years, was provided by (a) variable-rate
tax-exempt bonds in the amount of $26,435,000 and (b) variable-rate taxable
bonds in the amount of $2,165,000. The initial interest rates on the tax-exempt
and taxable bonds were 5.1% and 6.15%, respectively. The Operating Partnerships
purchased an interest cap, which would limit the interest rates to 6.97% for
five years on the tax-exempt portion, and 9.15% for five and one-half years on
the taxable portion. Proceeds from the new bond issue were used to create a
reserve for capital improvements of approximately $1,365,000. In addition, the
balance in the replacement reserve at the date of the Refinancing (approximately
$903,000) was transferred to the capital improvement reserve (collectively, the
"Capital Improvements Escrow").

           As a result of the reduction of the mortgage interest rate, there may
be greater potential for the Operating Partnerships to generate cash flow.
However, the Operating Partnerships' ability to make distributions will depend
on the level of interest rates and future operating results of the Complex,
which will be extremely dependent on competition, market conditions and needed
capital improvements and repairs. Accordingly, there can be no assurance as to
whether or not the Partnership may be able to make distributions, nor the timing
or amount of any potential distributions to Limited Partners. The Operating
General Partner and the General Partner plan to periodically assess the possible
resumption of cash flow distributions, based on the results of operations, the
physical condition of the Property (see discussion below), the then current
interest rates, and local market conditions, among other things. To the extent
cash flow is generated by the Operating Partnerships, such cash flow may be
retained by the Operating Partnerships or may be distributed at the discretion
of management, pursuant to the terms of the limited partnership agreements of
the Operating Partnerships. To the extent there are net proceeds from a future
sale or refinancing of the Complex, the Partnership will receive 100% of any
such proceeds available for distribution until the 7% cumulative preferred
distribution has been achieved. Through December 2001, the cumulative preferred
distribution is approximately $14,903,000.

          The Property reported cash flow for the year ended December 31, 2001
(see Results of Operations, below) and the Operating Partnerships' cash and cash
equivalents and investments in bonds as of December 31, 2001 have increased by
approximately $1,408,000 as compared to December 31, 2000, while accounts
payable and accrued expenses have decreased by approximately $123,000. The
Capital Improvement Escrow and replacement reserve accounts, which are
controlled by the lender, are approximately $2,142,000 and $122,000,
respectively as of December 31, 2001. The principal reserve, which is controlled
by the lender for purposes of amortizing the debt, is approximately $518,000 as
of December 31, 2001. Each of the foregoing reserves and escrows are reflected
in the Operating Partnerships' balance sheet under the caption mortgage escrow
deposits. Although the planned improvements have been primarily funded from
operating cash through December 31, 2001, the Operating General Partner has
requested to have the funds transferred to the operating account from the
Capital Improvements Escrow. As of May 2002, approximately $1,322,000 has been
released from the Capital Improvements Escrow. During the year ended February
28, 2002, the Partnership's investment in Operating Partnerships increased by
$669,691 as a result of the equity in income of investment in Operating
Partnerships. The annual investor service fees are payable from the operations
of the Operating Partnerships and from reserves of the Partnership. As of
February 28, 2002, due to affiliates reflected on the Partnership's balance
sheet includes $160,000 of accrued investor service fees.

     Because the rehabilitation of the Property was completed more than ten
years ago, management has been addressing the need for extensive capital
improvements. As a result of the Refinancing, significant capital improvements
were scheduled for the Complex throughout 2000 and 2001. The improvements that
were contemplated as part of the Refinancing include roof replacement,
replacement of the fire/smoke alarm system, elevator repairs, new entry doors
and other repairs throughout the Complex. In addition, the Operating General
Partner has identified other potential significant capital improvements and
repairs throughout the Complex, which it intends to address over the next few
years. Such capital improvements and repairs would significantly reduce the
Operating Partnerships' cash flow available for distribution. Furthermore, the
local rental market has softened due to the recent economic recession and the
events of September 11, 2001; as a result, the local competition has reduced
their rental rates. Management has implemented rental reductions and concessions
in order to maintain its position in the market, which will adversely affect
cash flow; such affect may be offset (or exacerbated) by changes in the low
floater mortgage interest rates. Depending on market conditions, rents may need
to be further adjusted. Accordingly, although the Property's current economic
condition is stable, the Operating General Partner has determined that the
Operating Partnerships will not make a cash flow distribution for the year ended
December 31, 2001. The Operating General Partner and the General Partner plan to
periodically assess the feasibility of cash flow distributions based on the
results of operations, the physical condition of the Property, the then current
interest rates and local market conditions, among other things.

                                       6
<PAGE>

     As a result of the cumulative preferred return and the time that Units have
been held, the Partnership has agreed with the Operating General Partner to hire
a national brokerage and marketing firm to privately solicit offers to purchase
the Property from major apartment owners on a confidential basis in order to
determine the current market value of the Property. The Operating General
Partner and the Partnership believe it is appropriate to maintain a confidential
process since the public release of information could have a negative impact on
the operations of the Property. The Partnership and the Operating General
Partner intend to review such offers and then evaluate alternatives.

     Results of Operations

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

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

     Year Ended February 28, 2002

     During the year ended February 28, 2002 the Partnership earned interest of
approximately $4,700 which was lower than the previous fiscal period mainly as a
result of the reduction in interest rates. The Partnership's operating expenses
were slightly higher compared to the year ended February 28, 2001 and are not
expected to vary significantly in the near future. Registrant's equity in income
in Operating Partnerships does not include a 99% allocation of the income
reported by the Operating Partnerships due to the nonrecognition of previous
years' losses in excess of Registrant's investment in Dixon Mills I in
accordance with the equity method of accounting.

     The Operating Partnerships reported net income from operations for the year
ended December 31, 2001 in the amount of approximately $922,000, inclusive of
depreciation and amortization of approximately $1,524,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,843,000 during 2001,
which considers payments to the principal reserve fund under the mortgages
(approximately $336,000), net deposits to the replacement reserve (approximately
$76,000) and capital expenditures (approximately $150,000), but does not include
costs incurred in connection with the planned capital improvements to be covered
by the Capital Improvements Escrow (discussed above) and interest earned on the
Capital Improvements Escrow (approximately $39,000). The Operating Partnerships'
results of operations include the settlement of previously pending litigation
matters in the aggregate amount of approximately $412,000, including plaintiffs'
legal fees, plus the Operating Partnerships' legal fees. The Operating
Partnerships' results of operations for the year ended December 31, 2001 were
significantly enhanced by the Refinancing, as interest expense declined by
approximately $524,000 as compared to the year ended December 31, 2000. The
interest rates on the low floater mortgages began January 2001 at 3.95% and
6.60, respectively, and ended the year at 1.24% and 2.14% , respectively. The
average interest rates for the year were approximately 2.9% and 4.5%,
respectively. The Operating Partnerships did not utilize any replacement
reserves during 2001.

      Although the results of operations have steadily improved, management
continues to examine methods to maintain healthy occupancy rates while steadily
increasing rental rates and to closely monitor its operating costs. As of
December 31, 2001, the occupancy rate was approximately 97%. The future
operating results of the Complex will be extremely dependent on market, the
regional economy and the low floater interest rates (which were very favorable
in 2001), 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 2001.

                                       7

<PAGE>

     Year Ended February 28, 2001

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

     The Operating Partnerships reported net income from operations for the year
ended December 31, 2000 in the amount of approximately $623,000, inclusive of
depreciation and amortization of approximately $1,420,000. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits of approximately $1,684,000 during 2000,
which considers principal amortization under the mortgages (approximately
$278,000) and net deposits to the replacement reserve (approximately $82,000),
but does not consider the planned capital improvements. Occupancy remained
consistently high throughout 2000, while management steadily increased rental
rates, resulting in an increase in rental revenues of approximately $524,000
compared to 1999. The Operating Partnerships did not utilize any replacement
reserves during 2000. As of December 31, 2000, the occupancy rate was
approximately 98%.

     Year Ended February 29, 2000

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

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

     Inflation

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

Critical Accounting Policies and Estimates

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

     o    Registrant accounts for its investment in local partnerships in
          accordance with the equity method of accounting since Registrant
          cannot control the operations of a Local Partnership.


                                       8
<PAGE>

Recent Accounting Pronouncement Not Yet Adopted

        In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years, with early application encouraged.
SFAS No. 144 supersedes and provides additional clarification under the
guidelines established by SFAS No. 121. Registrant does not anticipate that the
adoption of SFAS No. 144 will have a material impact on its financial
statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.  Financial Statements and Supplementary Data

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

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

      None.



                                       9

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     The Partnership has no directors or executive officers.

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

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

  Richard Paul Richman    54       President and Director

  Robert H. Wilder, Jr.   56       Executive Vice President, Assistant
                                   Secretary,  Treasurer and Director

  Gina S. Dodge           46       Secretary

      Richard Paul Richman, 54 years old, is President and Director of WRHC. Mr.
Richman graduated from the Columbia University Law School with a Juris Doctor
degree, the Columbia University Graduate School of Business Administration with
a Master of Business Administration degree and Syracuse University with a
Bachelor of Arts degree in Political Science. Mr. Richman has over ten years of
extensive experience in both the development and management of residential
properties. From 1973 until 1979, Mr. Richman practiced corporate law in New
York City with the law firm of Greenbaum, Wolff & Ernst and then as a partner of
Shipley, Richman & Nierenberg. For over six years, Mr. Richman acted as a lawyer
in connection with the development, syndication and tax issues relating to real
estate. Since 1988, Mr. Richman has been the President and majority stockholder
of The Richman Group, Inc. and is the managing partner of The Richman Group of
Connecticut, L.L.C. In recent years, Mr. Richman has devoted full time to the
syndication and development of real estate. Mr. Richman was a vice president and
shareholder of Related Housing Companies Incorporated, New York, New York from
1978 until mid-1979 with responsibility for that company's project acquisition
and syndication activities. Mr. Richman has been a member of the National
Advisory Board of the Housing and Development Reporter, a bi-weekly publication
of the Bureau of National Affairs, Inc., a frequent speaker on real estate
syndication, and a member of the New York State Historic Credit Task Force, the
National Leased Housing Association, the Coalition to Preserve the Low-Income
Tax Credit and the Minority Developer Assistance Corporation (which was
established by the New York State Battery Park Commission).

      Robert H. Wilder, Jr., 56 years old, is Executive Vice President,
Assistant Secretary, Treasurer and Director of WRHC. Mr. Wilder graduated from
the University of Michigan with a Bachelor of Arts degree in Economics and from
the Columbia University Graduate School of Business with a Master of Business
Administration degree. After graduation in 1968, Mr. Wilder joined James D.
Landauer Associates, Inc., a national real estate consulting firm, where his
account responsibilities included feasibility studies, market analyses, land use
studies, portfolio valuations and appraisals of industrial, office, commercial
and multi-family properties. From 1973 until mid-1979, Mr. Wilder was executive
vice president and shareholder of Related Housing Companies Incorporated, New
York, New York, and was responsible for mortgage financing and construction loan
placement and the supervision of the development of the company's projects.
Since 1988, Mr. Wilder has been the President and sole shareholder of Wilder
Property Companies Inc. Mr. Wilder is also a licensed real estate broker in New
York and Connecticut.

      Gina S. Dodge, 46 years old, is Secretary of WRHC. Ms. Dodge, a Vice
President and Secretary of The Richman Group, Inc. and Secretary of Wilder
Richman Corporation ("WRC"), joined WRC in 1984 as a special assistant to the
President, and has been the Director of Investor Services with responsibility
for communications with investors since 1986.


                                       10
<PAGE>

Item 11. Executive Compensation

      The Partnership is not required to pay the officers, directors or partners
of the General Partner any direct compensation, and no such compensation was
paid during the year ended February 28, 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      No person or group is known by the Partnership to be the owner of record
of more than 5% of the outstanding Units as of February 28, 2002.


Item 13. Certain Relationships and Related Transactions

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

      Transactions with Affiliates of Management

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

      Wilder Richman Management Corporation ("WRMC"), an affiliate of the
General Partner, is a co-management agent of the Complex. In connection with
these services, WRMC earned management fees of $118,488 in 2001 and received
payment of $118,488.

      Richman Asset Management, Inc. an affiliate of the General Partner, earned
compensation in the amount of $60,000 in 2002 for its performance in connection
with investor services for the Partnership and the Operating Partnerships and
received payment of $65,000, which includes accrued fees.

      Indebtedness of Management

      No officer or director of the General Partner or any affiliate of the
foregoing was indebted to Registrant at any time during the years ended February
28, 2002 and February 28, 2001.



                                       11
<PAGE>

                                     PART IV

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

      a) Financial Statements

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

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

         (3)     Exhibits:
                 --------

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

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

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

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

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

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

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

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

        (10C)    Dixon Mill Complex Financing Documents;*

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

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

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

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

        (10H)    Form of Repurchase Agreement;**

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

        (10V)    Management Agreement; ***

        (10W)    Chase Note; ***

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


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

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

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

**** Incorporated by Reference to Proxy dated March 23, 1992.

      b)  Reports on Form 8-K

        None.



                                       13
<PAGE>

                                   SIGNATURES




  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 3rd day of July, 2002.


                                    Wilder Richman Historic Properties II, L.P.

                                    By: Wilder Richman Historic Corporation,
                                        General Partner


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




                                       14
<PAGE>










                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          FINANCIAL STATEMENTS FOR THE

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                        AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          Financial Statements for the

     Years Ended February 28, 2002, February 28, 2001 and February 29, 2000

                        and Independent Auditors' Report




                                 C O N T E N T S

                                                                       Page
                                                                       ----

INDEPENDENT AUDITORS' REPORT                                            F-2


FINANCIAL STATEMENTS:

   Balance sheets                                                       F-3

   Statements of operations                                             F-4

   Statements of partners' equity and comprehensive
     income                                                             F-5

   Statements of cash flows                                             F-6

   Notes to financial statements                                     F-7 - F-13



                                       F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT




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



We have audited the accompanying balance sheets of Wilder Richman Historic
Properties II, L.P. as of February 28, 2002 2001, and the related statements of
operations, partners' equity and comprehensive income, and cash flows for the
years ended February 28, 2002, and 2001 and February 29, 2000. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wilder Richman Historic
Properties II, L.P. as of February 28, 2002 and 2001 and the results of its
operations, changes in partners' equity and cash flows for the years ended
February 28, 2002and 2001 and February 29, 2000 in conformity with accounting
principles generally accepted in the United States of America.



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

April 25, 2002
New York, New York



                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                 BALANCE SHEETS

                                                              February 28,           February 28,
           A S S E T S                                           2002                   2001
           -----------                                       -------------          ------------

<S>                                                        <C>                     <C>
INVESTMENTS IN OPERATING PARTNERSHIPS
 (Notes 2, 3, 4 and 5)                                       $ 2,075,294            $ 1,405,503

CASH AND CASH EQUIVALENTS (Note 2)                               119,417                157,990

OTHER ASSETS                                                      10,779                 10,084
                                                             -----------            -----------

                                                             $ 2,205,490            $ 1,573,577
                                                             ===========            ===========

           LIABILITIES AND PARTNERS' EQUITY

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

   Due to related parties (Note 4)                               174,201                179,201
                                                             -----------            -----------

                                                                 184,201                189,201
                                                             -----------            -----------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

PARTNERS' EQUITY (Note 5):

   Partners' equity                                            2,053,462              1,384,376

   Accumulated other comprehensive loss                          (32,173)                  --
                                                             -----------            -----------

                                                               2,021,289              1,384,376

                                                             $ 2,205,490            $ 1,573,577
                                                             ===========            ===========
</TABLE>


                        See notes to financial statements


                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF OPERATIONS

                                                                              Year Ended
                                                       ----------------------------------------------------
                                                         February 28,       February 28,       February 29,
                                                            2002               2001               2000
                                                        -------------       ------------       ------------
Revenues:

<S>                                                      <C>                <C>                <C>
Interest income                                          $   4,674          $  11,890          $  54,009

Expenses:

Operating                                                   37,552             28,929             36,187
                                                         ---------          ---------          ---------

  Income (loss) from operations                            (32,878)           (17,039)            17,822
                                                         ---------          ---------          ---------

Equity in income of Operating Partnerships
    from operations                                        701,964            388,779            128,830

Extraordinary item - operating partnerships:

   Write-off of unamortized deferred costs                    --             (304,842)              --
                                                         ---------          ---------          ---------

Net income from operating partnerships                     701,964             83,937            128,830
                                                         ---------          ---------          ---------

           NET INCOME                                    $ 669,086          $  66,898          $ 146,652
                                                         =========          =========          =========

Net income attributable to:

     Limited partners                                    $ 662,395          $  66,229          $ 145,185

     General partner                                         6,691                669              1,467
                                                         ---------          ---------          ---------

                                                         $ 669,086          $  66,898          $ 146,652
                                                         =========          =========          =========
Net income per unit of limited
   partnership interest                                  $     828          $      83          $     181
                                                         =========          =========          =========
</TABLE>


                        See notes to financial statements


                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

             STATEMENTS OF PARTNERS' EQUITY AND COMPREHENSIVE INCOME

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

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

<S>                                                        <C>                  <C>                  <C>
Partners' equity (deficit), March 1, 1999                   $ 2,134,826          $ 2,279,787          $  (144,961)

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

Distributions                                                  (964,000)            (964,000)                --
                                                            -----------          -----------          -----------

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

Net income, year ended February 28, 2001                         66,898               66,229                  669
                                                            -----------          -----------          -----------

Partners equity (deficit), February 28, 2001                  1,384,376            1,527,201             (142,825)
                                                            -----------          -----------          -----------
Net income, year ended February 28, 2002                        669,086              662,395                6,691

Unrealized loss on marketable securities
    from operating partnerships                                 (32,173)             (31,851)                (322)
                                                            -----------          -----------          -----------

Comprehensive income, year ended February 28, 2002              636,913              630,544                6,369
                                                            -----------          -----------          -----------

Partners equity (deficit), February 28, 2002                $ 2,021,289          $ 2,157,745          $  (136,456)
                                                            ===========          ===========          ===========

Limited partnership units outstanding at February 28,
    2002 and 2001 and February 29, 2000                       800
                                                              ===
</TABLE>


                        See notes to financial statement


                                       F-5

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF CASH FLOWS

                                                                                   Year Ended
                                                                ---------------------------------------------------

                                                                February 28,        February 28,       February 29,
                                                                   2002                2001               2000
                                                                ------------        -----------       ------------

<S>                                                              <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                    $ 669,086          $  66,898          $ 146,652
                                                                 ---------          ---------          ---------
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Equity in income of Operating Partnerships                 (701,964)           (83,937)          (128,830)
       Changes in assets and liabilities:
         Decrease in accrued interest receivable                      --                 --              140,083
         Increase in other assets                                     (695)               (96)            (9,988)
         Increase (decrease) in due to related parties              (5,000)            (5,000)            15,000
                                                                 ---------          ---------          ---------

          Total adjustments                                       (707,659)           (89,033)            16,265
                                                                 ---------          ---------          ---------

          Net cash provided by (used in) operating activities      (38,573)           (22,135)           162,917
                                                                 ---------          ---------          ---------

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

CASH FLOWS FROM INVESTING ACTIVITIES
   Decrease in note receivable                                        --                 --              317,713
                                                                 ---------          ---------          ---------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                                     (38,573)           (22,135)          (483,370)

CASH AND CASH EQUIVALENTS, beginning of year                       157,990            180,125            663,495
                                                                 ---------          ---------          ---------

CASH AND CASH EQUIVALENTS, end of year                           $ 119,417          $ 157,990          $ 180,125
                                                                 =========          =========          =========
</TABLE>


                        See notes to financial statement


                                       F-6

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


1.      ORGANIZATION

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

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

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

2.      SIGNIFICANT ACCOUNTING POLICIES

        Financial statements

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

        Investments in Operating Partnerships

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

        Syndication costs

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

        Income taxes

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

        Cash and cash equivalents

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


                                       F-7

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


2.      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Fiscal year

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

        Use of estimates

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

        Recently issued accounting standards

        Recently the Financial Accounting Standards Board ("FASB") issued the
        following statements:

      In August 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
which is effective for financial statements issued for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal years, with
early application encouraged. SFAS No. 144 supersedes and provides additional
clarification under the guidelines established by SFAS No. 121. The Partnership
does not anticipate that the adoption of SFAS No. 144 will have a material
impact on its financial statements.

3.      INVESTMENTS IN OPERATING PARTNERSHIPS

        The Investments in Operating Partnerships are as follows:

<TABLE>
<CAPTION>

                                                    Dixon              Dixon              Dixon
                                                    Mill I             Mill II            Mill III           Total
                                                  -----------        -----------        -----------        -----------

<S>            <C>                                <C>                <C>                <C>                <C>
Balance, March 1, 1999                            $      --          $      --          $ 1,192,736        $ 1,192,736

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

Balance, February 29, 2000                               --               33,326          1,288,240          1,321,566

Equity in income of Operating Partnerships               --                2,520             81,417             83,937
                                                  -----------        -----------        -----------        -----------
Balance, February 28, 2001                               --               35,846          1,369,657          1,405,503

Equity in income of Operating Partnerships            119,529            291,050            291,385            701,964

Comprehensive income - unrealized loss on
   marketable securities from Operating
   Partnerships                                       (10,944)           (13,257)            (7,972)           (32,173)
                                                  -----------        -----------        -----------        -----------

Balance, February 28, 2002                        $   108,585        $   313,639        $ 1,653,070        $ 2,075,294
                                                  ===========        ===========        ===========        ===========
</TABLE>


                                       F-8

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


3.      INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

        In accordance with the Operating Partnership Agreement, income and
        losses are to be allocated 1% and 99% to the Operating General Partner
        and the Partnership, respectively. Losses are not allocable to the
        Partnership if the losses reduce its equity basis below zero. Losses in
        excess of the Partnership's investment are allocated to the Operating
        General Partner. Accordingly, the Operating Partnerships did not
        allocate 99% of the income reported in 2001 and 2000 to the Partnership
        due to the non-allocation of previous years' losses in excess of the
        Partnership's investment.




                                       F-9


<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


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


        The combined balance sheets of the Operating Partnerships at December
        31, 2001 and 2000 are shown below.

<TABLE>
<CAPTION>

                                                                  December 31,
                                                        --------------------------------
                                                            2001                 2000
                                                        ------------        ------------

Assets:
<S>                                                     <C>                 <C>
  Land                                                  $  1,150,473        $  1,150,473
  Buildings (net of accumulated depreciation
    of $16,721,225 and $15,245,400 in 2001 and
    2000, respectively)                                   37,687,449          38,655,465
  Investment in  bonds                                     1,348,817                --
  Cash and cash equivalents                                2,018,814           1,959,906
  Deferred costs                                             846,439             876,139
  Mortgage escrow deposits                                 3,126,650           2,854,409
  Tenant security deposits                                   870,216             852,014
  Other assets                                               146,898              92,372
                                                        ------------        ------------

     Total assets                                       $ 47,195,756        $ 46,440,778
                                                        ============        ============

Liabilities:
  Mortgages payable                                     $ 28,600,000        $ 28,600,000
  Accounts payable and accrued expenses                       77,031             199,935
  Accrued interest payable                                    14,902              45,040
  Tenants' security deposits payable                         870,216             852,014
  Due to general partner and affiliates                      976,571             976,571
                                                        ------------        ------------

  Total liabilities                                       30,538,720          30,673,560

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY:

     Partners' equity                                     16,689,534          15,767,218
  Accumulated other comprehensive loss                       (32,498)               --
                                                        ------------        ------------

                                                          16,657,036          15,767,218

     Total liabilities and partners' equity             $ 47,195,756        $ 46,440,778
                                                        ============        ============
</TABLE>


                                      F-10

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29,2000


3.  INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

    The combined statements of operations of the Operating Partnerships for the
    years ended December 31, 2001, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                    ----------------------------------------------
                                                                       2001              2000             1999
                                                                    -----------      -----------       -----------
       Revenues:

<S>                                                                 <C>              <C>               <C>
     Rent                                                           $ 7,423,632      $ 7,043,881       $ 6,519,761
     Interest                                                            95,850           98,318            82,374
                                                                    -----------      -----------       -----------

                                                                      7,519,482        7,142,199         6,602,135
                                                                    -----------      -----------       -----------
  Expenses:
     Administrative                                                   1,487,160        1,116,592           993,470
     Operating                                                        2,581,957        2,472,392         2,009,050
     Management fees                                                    280,389          261,828           189,194
     Interest                                                           723,635        1,248,387         1,784,654
     Depreciation and amortization                                    1,524,025        1,420,236         1,386,082
                                                                    -----------      -----------       -----------

                                                                      6,597,166        6,519,435         6,362,450
                                                                    -----------      -----------       -----------

 Income (loss) before extraordinary item                                922,316          622,764           239,685

Extraordinary item:

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

       NET INCOME (LOSS)                                            $   922,316      $   172,852       $   239,685
                                                                    ===========      ===========       ===========


   Income (loss) before extraordinary item allocated to
      Wilder Richman Historic Properties II, L.P.                   $   701,964      $   388,779       $   128,830

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

    Net income (loss) allocated to Wilder Richman Historic
        Properties II, L.P.                                         $   701,964      $    83,937       $   128,830
                                                                    ===========      ===========       ===========

    Income (loss) before extraordinary items allocated to
         Dixon Venture Corp.                                        $   220,352      $   233,985       $   110,855

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

        Net income (loss) allocated to Dixon Venture Corp.          $   220,352      $    88,915       $   110,855
                                                                    ===========      ===========       ===========
</TABLE>


                                      F-11

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


4.   RELATED PARTY TRANSACTIONS

     An annual investor services fee is payable to an affiliate of the General
     Partner in the amount of $15,000 from the Partnership and each of the
     Operating Partnerships. At February 28, 2002 and February 28, 2001, due to
     related parties includes $160,000 and $165,000, respectively of investor
     services fees payable from the Partnership and the Operating Partnerships.

     At February 28, 2002 and February 28, 2001, due to related parties includes
     $9,846 due to the Operating Partnerships.

     An affiliate of the General Partner is the co-management agent of the
     properties owned by the Operating Partnerships. The affiliated management
     agent earned management fees of $118,488 and $107,353 in the years ended
     December 31, 2001 and 2000, respectively and $118,488 and $405,782 of
     accumulated accrued fees were paid in 2001 and 2000, respectively.

5.   PARTNERS' EQUITY

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

     Distributions

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

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

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

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

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

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

     Preferred Return

     Pursuant to the Partnership Agreement, the investor limited partners are
     entitled to an annual preferred return in the amount of 7% of the investor
     limited partners' adjusted contributions outstanding from time to time,
     subject to cash flow available for distribution (including lender
     restrictions). As of December 31, 2001, the cumulative preferred amount due
     from the Operating Partnerships is $14,903,047. Any cumulative shortfall
     not recovered out of future cash flow distributions will be payable from
     sale of refinancing proceeds, to the extent available.


                                      F-12

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     YEARS ENDED FEBRUARY 28, 2002, FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


6.      TAXABLE LOSS

        A reconciliation of the financial statement income of the Partnership
        for the years ended February 28, 2002 and 2001 and February 29, 2000 to
        the net loss as shown on the tax returns for the years ended December
        31, 2001, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>

                                                                               Year ended
                                                                               December 31,
                                                            --------------------------------------------------
                                                                2001              2000                1999
                                                            -----------        -----------         -----------
<S>                                                            <C>             <C>               <C>
Financial statement income for the years ended
  February 28, 2002, February 28, 2001 and
  February 29, 2000, respectively                           $   669,086        $    66,898         $   146,652

Interest income and other transactions due to timing
  differences resulting from different fiscal year
  ends for tax purposes v. financial reporting purposes           5,676               (298)             (6,739)

 Fees to related party deductible to the extent
  paid under Internal Revenue Code Section 267                     --               (5,000)             15,000
                                                            -----------        -----------         -----------

                                                                674,762             61,600             154,913

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

Adjustment due to non-allocation of  loss in
    excess of limited partners investment                       211,129             87,189             108,458

Fees to related parties not deductible under
  Internal Revenue Code Section 267                             (30,458)          (274,417)           (720,068)

Municipal bond interest                                         (17,659)

Litigation settlement                                              --                 --              (495,000)

Excess of depreciation expense of the operating
  partnerships for income tax purposes over
  financial reporting purposes                               (1,125,700)        (1,167,704)         (1,194,853)
                                                            -----------        -----------         -----------

Taxable loss                                                $  (287,926)       $(1,293,335)        $(2,146,550)
                                                            ===========        ===========         ===========
</TABLE>


                                      F-13

<PAGE>




                             DIXON MILLS ASSOCIATES


                      COMBINED FINANCIAL STATEMENTS FOR THE

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                        AND INDEPENDENT AUDITORS' REPORT

<PAGE>

                             DIXON MILLS ASSOCIATES


                      Combined Financial Statements for the

                  Years Ended December 31, 2001, 2000 and 1999

                        and Independent Auditors' Report



                                 C O N T E N T S

                                                                        Page
                                                                        ----

INDEPENDENT AUDITORS' REPORT                                            F-16


COMBINED FINANCIAL STATEMENTS:

   Combined balance sheets                                              F-17

   Combined statements of operations                                    F-18

   Combined statements of partners' equity and
     comprehensive income                                               F-19

   Combined statements of cash flows                                    F-20

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



                                      F-15

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



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

and

Partners
Wilder Richman Historic Properties II, LP
Greenwich, Connecticut


We have audited the accompanying combined balance sheets of Dixon Mills
Associates as of December 31, 2001 and 2000, and the related statements of
operations, partners' equity and cash flows for the years ended December 31,
2001, 2000 and 1999. These financial statements are the responsibility of the
Partnerships' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dixon Mills Associates as of
December 31, 2001 and 2000, and the results of its operations, changes in
partners' equity and cash flows for the years ended December 31, 2001, 2000 and
1999 in conformity with accounting principles generally accepted in the United
States of America.




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

February 26, 2002
New York, New York


                                      F-16

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES

                             COMBINED BALANCE SHEETS

                                                                       December 31,
                                                              -------------------------------
           A S S E T S                                            2001               2000
           -----------                                        ------------       ------------

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

BUILDINGS (net of accumulated depreciation
   of $16,721,225 and $15,245,400 in 2001 and 2000,
    respectively) (Notes 2 and 5)                               37,687,449         38,655,465

INVESTMENTS IN BONDS (Note 6)                                    1,348,817               --

CASH AND CASH EQUIVALENTS (Note 2)                               2,018,814          1,959,906

DEFERRED COSTS (Notes 2 and 5)                                     846,439            876,139

MORTGAGE ESCROW DEPOSITS (Note 5)                                3,126,650          2,854,409

TENANT SECURITY DEPOSITS                                           870,216            852,014

OTHER ASSETS                                                       146,898             92,372
                                                              ------------       ------------

                                                              $ 47,195,756       $ 46,440,778
                                                              ============       ============

           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

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

   Accounts payable and accrued expenses                            77,031            199,935

   Accrued interest payable (Note 5)                                14,902             45,040

   Tenants' security deposits payable                              870,216            852,014

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

                                                                30,538,720         30,673,560

PARTNERS' EQUITY (Note 3):

   Partners' equity                                             16,689,534         15,767,218

   Accumulated other comprehensive loss                            (32,498)              --
                                                              ------------       ------------

                                                                16,657,036         15,767,218

                                                              $ 47,195,756       $ 46,440,778
                                                              ============       ============
</TABLE>


                   See notes to combined financial statements

                                      F-17

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF OPERATIONS

                                                                             Year ended
                                                                             December 31,
                                                        -------------------------------------------------------
                                                            2001                 2000                  1999
                                                        ------------          -----------           -----------
Revenues:

<S>                                                      <C>                  <C>                   <C>
   Rent                                                  $ 7,423,632          $ 7,043,881           $ 6,519,761
   Interest                                                   95,850               98,318                82,374
                                                         -----------          -----------           -----------

                                                           7,519,482            7,142,199             6,602,135
                                                         -----------          -----------           -----------
Expenses:
   Administrative (Note 7)                                 1,487,160            1,116,592               993,470
   Operating                                               2,581,957            2,472,392             2,009,050
   Management fees (Note 4)                                  280,389              261,828               189,194
   Interest (Note 5)                                         723,635            1,248,387             1,784,654
   Depreciation and amortization                           1,524,025            1,420,236             1,386,082
                                                         -----------          -----------           -----------
                                                           6,597,166            6,519,435             6,362,450
                                                         -----------          -----------           -----------

Income before extraordinary item                             922,316              622,764               239,685

Extraordinary item:

   Write-off of unamortized deferred costs
     (Notes 5 and 8)                                            --               (449,912)                 --
                                                         -----------          -----------           -----------

        NET INCOME                                       $   922,316          $   172,852           $   239,685
                                                         ===========          ===========           ===========

Income before extraordinary item allocated to
    Wilder Richman Historic Properties II, L.P.          $   701,964          $   388,779           $   128,830

Extraordinary item (Note 8)                                     --               (304,842)                 --
                                                         -----------          -----------           -----------

Net income allocated to Wilder Richman Historic
     Properties II, L.P.                                 $   701,964          $    83,937           $   128,830
                                                         ===========          ===========           ===========

Income before extraordinary item allocated to
     Dixon Venture Corp.                                 $   220,352          $   233,985           $   110,855

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

Net income allocated to Dixon Venture Corp.              $   220,352          $    88,915           $   110,855
                                                         ===========          ===========           ===========
</TABLE>



                   See notes to combined financial statements

                                      F-18

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES

        COMBINED STATEMENTS OF PARTNERS' EQUITY AND COMPREHENSIVE INCOME

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

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

<S>                                             <C>                     <C>                     <C>
Partners' equity, January 1, 1999                 $ 15,354,681            $  1,192,736            $ 14,161,945

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

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

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

Partners' equity, December 31, 2000                 15,767,218               1,405,503              14,361,715

Net income, year ended December 31, 2001               922,316                 701,964                 220,352

Unrealized loss on marketable securities               (32,498)                (32,173)                   (325)
                                                  ------------            ------------            ------------

Comprehensive income, year ended
   December 31, 2001                                   889,818                 669,791                 220,027
                                                  ------------            ------------            ------------

Partners' equity, December 31, 2001               $ 16,657,036            $  2,075,294            $ 14,581,742
                                                  ============            ============            ============
</TABLE>


                   See notes to combined financial statements

                                      F-19

<PAGE>

<TABLE>
<CAPTION>

                             DIXON MILLS ASSOCIATES

                        COMBINED STATEMENTS OF CASH FLOWS

                                                                                  Year Ended December 31,
                                                                 ------------------------------------------------------
                                                                     2001                 2000                 1999
                                                                 ------------         ------------         ------------
  CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                              <C>                  <C>                  <C>
   Net income (loss)                                             $    922,316         $    172,852         $    239,685
                                                                 ------------         ------------         ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization                                  1,524,025            1,420,236            1,386,082
     Write-off of unamortized deferred costs -
       (extraordinary)                                                   --                449,912                 --
   Change in assets:
     (Decrease) Increase in mortgage escrow deposits                   45,162              (34,210)             (64,903)
     Increase in tenant security deposits                             (18,202)             (62,186)             (64,656)
     Increase in other assets                                         (54,526)             (15,685)             (40,093)
   Change in liabilities:
     Increase (decrease) in accounts payable and
       accrued expenses                                              (122,904)              40,928             (517,705)
     Increase (decrease) in accrued interest payable                  (30,138)             (87,258)            (136,841)
     Increase in tenants security deposits                             18,202               62,186               64,656
     Increase (decrease) in due to general partner and
       affiliates                                                        --               (307,953)            (744,431)
                                                                 ------------         ------------         ------------

         Total adjustments                                          1,361,619            1,465,970             (117,891)
                                                                 ------------         ------------         ------------

         Net cash provided by operating activities                  2,283,935            1,638,822              121,794
                                                                 ------------         ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of fixed assets                                          (507,809)            (855,822)            (144,485)
   Purchase of investments                                         (1,381,315)                --                   --
                                                                 ------------         ------------         ------------

        Net cash used in investing activities                      (1,889,124)            (855,822)            (144,485)
                                                                 ------------         ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of mortgages payable                                          --            (26,249,814)            (272,332)
   Payment of note payable                                               --                   --               (317,713)
   Proceeds of mortgage financing                                        --             28,600,000                 --
   Payments to principal reserve fund                                (335,903)            (182,499)                --
   Deposits into mortgage escrow accounts at closing                     --             (1,438,058)                --
   Payment of deferred costs                                             --               (890,989)                --
                                                                 ------------         ------------         ------------

        Net cash used in financing activities                        (335,903)            (161,360)            (590,045)
                                                                 ------------         ------------         ------------

INCREASE (DECREASE) IN CASH                                            58,908              621,640             (612,736)

CASH AND CASH EQUIVALENTS, beginning of year                        1,959,906            1,338,266            1,951,002
                                                                 ------------         ------------         ------------
CASH AND CASH EQUIVALENTS, end of year                           $  2,018,814         $  1,959,906         $  1,338,266
                                                                 ============         ============         ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during year for interest                               $    753,773         $  1,335,645         $  1,921,495
                                                                 ============         ============         ============
</TABLE>


                   See notes to combined financial statements

                                      F-20

<PAGE>

                             DIXON MILLS ASSOCIATES

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


1.   COMBINATION AND ORGANIZATION

     The combined financial statements include the accounts of Dixon Mill
     Associates I (Phase One), Limited Partnership ("DM I"), Dixon Mill
     Associates II, (Phase Two), Limited Partnership ("DM II") and Dixon Mill
     Associates III, (Phase Three), Limited Partnership ("DM III") after
     elimination of all significant intercompany balances and transactions.

     Description of the business

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

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

2.   SIGNIFICANT ACCOUNTING POLICIES

     Financial statements

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

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

     Land and buildings

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

     Income taxes

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

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

     Cash and cash equivalents

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


                                      F-21

<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Deferred costs

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

     Use of Estimates

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

     Recently issued accounting standard

     Recently the Financial Accounting Standards Board ("FASB") issued the
     following statements:

         FASB 141 "Business combinations"
         FASB 142 "Goodwill and other Intangible Assets"
         FASB 143 "Accounting for Asset Retirement Obligations"
         FASB 144 "Accounting for the Impairment or Disposal of long-lived
                   Assets"

         These statements do not have any impact on the Operating Partnerships'
financial position or results of operations.

3.   PARTNERS' EQUITY

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

     Accordingly, the Operating Partnerships did not allocate 99% of the income
     reported in 2001 and 2000 to the Limited Partner due to the non-allocation
     of previous years' losses in excess of the Limited Partner's investment .

     Distributions

     The partnership agreements of the Operating Partnerships provide that cash
     flow from operations will be distributed 99% to the Limited Partner and 1%
     to the Operating General Partner until the Limited Partner has received a
     7% preferred return (the "Preference Amount") on their initial capital
     contributions. The balance, if any, would be distributed 75% to the Limited
     Partner and 25% to the Operating General Partner. Any cumulative shortfall
     not recovered out of subsequent cash flow distributions will be payable
     from sale or refinancing proceeds, to the extent available. The cumulative
     preferred amount due to the Limited Partner at December 31, 2001 is
     $14,903,047. There is no assurance that all or a portion of such amount
     will be paid, and no amount has been accrued.


                                      F-22

<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


3.   PARTNERS' EQUITY (CONTINUED)

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

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

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

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

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

4.   RELATED PARTY TRANSACTIONS

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

        Due to (from):
                                          2001              2000
                                       ----------        ----------

Morris Realty                          $  (5,259)        $  (5,259)
DVC                                      936,830           936,830
Richman Asset Management, Inc.            45,000            45,000
                                       ---------         ---------
                                       $ 976,571         $ 976,571
                                       =========         =========

     The Operating Partnerships incurred annual property management fees to
     Wilder Richman Management Corp. ("WRMC"), an affiliate of the Limited
     Partner, in the amount of $118,488 in 2001, $107,353 in 2000 and $82,678 in
     1999. WRMC received payments of $118,488 and $405,782 in 2001 and 2000,
     respectively. In addition, property management fees of $161,901,
     $154,475 and $106,516 were incurred in 2001, 2000 and 1999, respectively to
     Morris Property Management, an affiliate of the Operating General Partner.
     Morris Property Management received payments of $161,901 in 2001 and
     $163,999 in 2000 for accrued management fees.

     The Operating Partnerships incurred investor service fees of $45,000 to
     Richman Asset Management, Inc., an affiliate of the Limited Partner in
     2001, 2000 and 1999 and paid Richman Asset Management, Inc. $45,000 in 2000
     and 2001, and $270,000 in 1999 for accrued investor service fees.



                                      F-23

<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

5.   MORTGAGES PAYABLE

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

     The Operating Partnerships refinanced their respective outstanding mortgage
     liabilities under the $27,545,000 Jersey City Redevelopment Agency
     Multifamily Housing Revenue Bonds, Series 1992 (Fannie Mae pass-through
     Certificate Program/Dixon Mill Apartments Project as of April 28, 2000).
     The total new indebtedness in the amount of $28,600,000 for a term of 30
     years is provided by (a) variable-rate tax-exempt bonds in the amount of
     $26,435,000 maturing on May 15, 2030 and (b) variable-rate taxable bonds in
     the amount of $2,165,000 maturing on November 15, 2002 which are secured by
     the property. The Operating Partnerships have purchased an interest rate
     cap which would limit the interest rates to 6.97% for five years on the
     tax-exempt portion, and 9.15% for five and one-half years on the taxable
     portion.

     The mortgage proceeds retired the old mortgage of $26,154,723, funded
     reserves for capital improvements in the amount of $1,173,000 and covered
     the costs of the transaction in the amount of $890,989, which is reflected
     as deferred costs, net of accumulated amortization, in the accompanying
     balance sheets. The capital improvements escrow was established from the
     mortgage proceeds and the replacement reserve in the combined amount of
     approximately $2,076,000 to pay for significant planned improvements (roof
     replacement, smoke/fire alarm systems, elevator repairs and other repairs
     throughout the complex).

     The Operating Partnerships make monthly payments into a principal reserve
     fund or the purpose of providing funds for retirement of the bonds issued
     by the Agency. The bonds will be retired from funds in the reserve fund at
     which time the mortgage balance will be reduced accordingly. At December
     31, 2001 the scheduled principal reserve fund payments are as follows:

                       2002                         $      367,277
                       2003                                401,620
                       2004                                439,174
                       2005                                473,018
                       2006                                429,334
                       Thereafter                       25,971,175
                                                     -------------
                                                      $ 28,081,598
                                                      ============

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

     Restricted funds held in deposit in connection with the mortgage are as
follows:

                                                  2001              2000
                                              ------------      -------------

        Principal reserve fund                $    518,402      $    182,499
        Capital improvements escrow              2,142,466         2,103,949
        Replacement reserve                        122,443            44,729
        Tax and insurance escrow                   294,875           212,054
        Cost of issuance fund                          -             291,792
        Other deposits                              48,464            19,386
                                              ------------      ------------
                                              $  3,126,650      $  2,854,409
                                              ============      ============


                                      F-24

<PAGE>

                             DIXON MILLS ASSOCIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


6.      INVESTMENT IN BONDS

     The Operating Partnerships carries its investments in bonds as
     available-for-sale because such investments are used to facilitate and
     provide flexibility for its obligations. Investments in bonds are reflected
     in the accompanying balance sheets at estimated fair value.

     As of December 31, 2001, certain information concerning investments in
     bonds is as follows:

<TABLE>
<CAPTION>

                                               Amortized      Unrealized       Unrealized       Estimated
   Description and maturity                      cost            gains           losses         fair value
   -------------------------------           -----------     ------------      -----------      -----------

Municipal Bonds
<S>                                          <C>              <C>              <C>              <C>
 After one year through five years           $  746,992       $     --         $    6,982       $  740,010
 After five years through ten years             217,980             --              3,068          214,912
 After ten years                                416,343             --             22,448          393,895
                                             ----------       ----------       ----------       ----------

                                             $1,381,315       $     --         $   32,498       $1,348,817
                                             ==========       ==========       ==========       ==========
</TABLE>


7.   COMMITMENTS AND CONTINGENCIES

     Three complaints had been filed against the Operating Partnerships and
     others, by a former employee, a former part-time rental agent, and a
     security person employed by a private non-affiliated security company which
     provided service to the properties, alleging discrimination in connection
     with advancement, hiring and termination. All three complaints were settled
     in 2001 for a total for $150,000. Total legal expense incurred by the
     Operating Partnerships in 2001 was approximately $412,000 (which includes
     the aforementioned settlement amount), and is included in administrative
     expenses in the combined statements of operations.


8.   EXTRAORDINARY ITEMS

     Write-off of Unamortized Deferred Costs - 2000

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



                                      F-25