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, 2005

                                       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 (I.R.S.                         Employer Identification No.)
jurisdiction of organization)


Wilder Richman Historic Corporation
340 Pemberwick Road
Greenwich, Connecticut                                      06831
----------------------------------------            ---------------------
(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 [_] No [X]

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

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

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

As of  November  21,  2005,  Registrant  has 800  outstanding  units of  limited
partnership interest.

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

Documents incorporated by reference:

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


<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,  2005,   Registrant  had  working   capital   reserves  of
approximately  $15,000,  which were offset by accrued liabilities.  See Item 7 -
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."

Competition

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

Employees of Registrant

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


                                       2
<PAGE>


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

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

Item 2. Properties

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

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

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

As of  December  31,  2004 and 2003,  the  occupancy  and  rental  rates were as
follows:

                                December 31, 2004    December 31, 2003
                                -----------------    -----------------
Occupancy rate                         98%                  98%
Monthly Rental Rates:
    Studio                      $   885 - $ 1,095    $   609 - $ 1,095
    One-Bedroom                 $   835 - $ 1,750    $   730 - $ 1,753
    Two-Bedroom                 $ 1,385 - $ 2,195    $ 1,213 - $ 2,195
    Three-Bedroom               $ 1,695 - $ 2,073    $ 1,695 - $ 2,073

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



                                       3
<PAGE>

Item 3. Legal Proceedings

Registrant is not aware of any material legal proceedings.

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

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


                                       4
<PAGE>

                                     PART II

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

Market

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

Holders

As of October 1, 2005,  there  were  approximately  370 record  holders of Units
holding an aggregate of 800 Units in the Partnership.

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,  subject  to the  discretion  of the  Operating  general
Partner. The limited partners received  distributions of $600,012 and $1,060,172
for the years ended February 28, 2005 and February 29, 2004, respectively.

Recent Sales of Unregistered Securities

None.

Item 6.     Selected Financial Data

<TABLE>
<CAPTION>
                                                                    Year Ended
                                         -------------------------------------------------------------------
                                         February 28,  February 29,  February 28,  February 28,  February 28,
                                           2005 (a)        2004          2003          2002          2001
                                         -----------   -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>           <C>
Total revenues                           $ 6,868,356   $       918   $     2,115   $     4,674   $    11,890

Equity in income of
  investment in operating partnerships   $        --   $   413,727   $   851,780   $   386,617   $    36,081(b)

Net earnings                             $   138,125   $   110,448   $   695,620   $   342,738   $     9,371

Net earnings per unit of limited
  partnership interest                   $       171   $       137   $       861   $       424   $        12

Distributions to limited partners        $   600,012   $ 1,060,172   $        --   $        --   $        --

Distributions per unit of limited
  partnership interest                   $       750   $     1,325   $        --   $        --   $        --

At year end:
  Total assets                           $47,172,799   $ 1,675,809   $ 2,571,508   $ 1,753,515   $ 1,404,776

  Mortgage payable                       $28,600,000
</TABLE>

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

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


                                       5
<PAGE>


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

Liquidity and Capital Resources

Registrant's  primary  sources  of funds are rents  generated  by the  Operating
Partnerships  and interest  derived from  investments  and deposits,  certain of
which  are  restricted  in  accordance  with the terms of the  mortgages  of the
Operating Partnerships. Registrant's investments are highly illiquid. Registrant
is not expected to have access to additional  sources of financing and is highly
dependent on the  Operating  Partnerships  for  distributions  out of their cash
flow.

The  operating  results  of the  Complex  for  2004  were  positive,  but not as
favorable as 2003 as a result of capital  expenditures  undertaken in 2004. As a
result of the refinancing of the Operating  Partnerships' mortgages in 2002, the
Operating   Partnerships  have  generated  cash  flow.  However,  the  Operating
Partnerships'  ability to continue to generate cash flow is highly uncertain and
will depend upon the level of interest  rates of their  variable  rate  mortgage
loans and the future operating  results of the Complex,  which will be extremely
dependent on competition,  market conditions and needed capital improvements and
repairs.  Accordingly,  there  can be no  assurance  as to  whether  or not  the
Partnership may be able to make  distributions,  nor the timing or amount of any
potential  distributions to Limited Partners.  The Operating General Partner and
the General Partner plan to  periodically  assess the feasibility of making cash
flow distributions,  based on the results of operations,  the physical condition
of the Property (see discussion  below),  the current and  anticipated  interest
rates, and local market conditions,  among other things. To the extent cash flow
is generated by the  Operating  Partnerships,  such cash flow may be retained by
the  Operating   Partnerships  or  may  be  distributed  at  the  discretion  of
management,  pursuant to the terms of the limited partnership  agreements of the
Operating Partnerships.  To the extent there are net proceeds from a future sale
or refinancing  of the Complex,  the  Partnership  will receive 100% of any such
proceeds  available for  distribution  until the  Partnership  has received a 7%
cumulative  preferred   distribution  pursuant  to  the  terms  of  the  limited
partnership agreements of the Operating  Partnerships.  As of December 31, 2004,
the cumulative preferred distribution is approximately $16,920,000.

As disclosed in the Partnership's financial statements,  the Partnership adopted
Financial Accounting  Standards Board ("FASB")  Interpretation No. 46 (revised),
Consolidation of Variable  Interest  Entities ("FIN 46(R)"),  effective March 1,
2004. Accordingly,  the balance sheet as of February 28, 2005 and the statements
of operations, partners' equity (deficit) and cash flows for the year then ended
are consolidated with that of the Operating Partnerships.  Prior to the adoption
of FIN 46(R),  the financial  statements  included the assets,  liabilities  and
results of operations that relate to the Partnership.

Although  the Property  reported  cash flow from  operations  for the year ended
December  31,  2004  (see  Results  of   Operations,   below),   the   Operating
Partnerships'  cash and cash  equivalents  as of December 31, 2004  decreased by
approximately $1,050,000 as compared to December 31, 2003 (primarily as a result
of the distributions made to the Partnership and capital expenditures incurred),
while accounts payable and accrued expenses increased by approximately  $54,000.
The  Replacement  Reserve  account,  which  is  controlled  by  the  lender,  is
approximately  $183,000 as of December 31, 2004. The principal reserve, which is
controlled by the lender for purposes of amortizing  the debt, is  approximately
$1,726,000 as of December 31, 2004. In addition, the Operating Partnerships fund
a  non-lender   required   replacement   reserve   account,   which  balance  is
approximately  $815,000 as of December 31, 2004. Each of the foregoing  reserves
and escrows are reflected in the Operating Partnerships' balance sheet under the
caption  mortgage  escrow  deposits.  Because  the  Partnership  does  not  have
sufficient cash to meet its liabilities,  the Operating  Partnerships  have made
distributions  to cover the costs incurred by the Partnership in connection with
responses  to  tender  offers  and  filing  fees   associated  with  filing  the
partnership  tax  return  in the State of New  Jersey.  The  Partnership  made a
distribution to Unit holders during the year in the amount of $600,012.

Because the  rehabilitation  of the Property was  completed  more than ten years
ago, management has been addressing the need for extensive capital  improvements
in  order  to  remain  competitive  in the  rental  market.  Over  recent  years
significant capital improvements have been undertaken for the Complex, including
roof replacement,  replacement of the fire/smoke alarm system, elevator repairs,
new entry doors and other  repairs  throughout  the Complex.  In  addition,  the
Operating  General Partner has identified  other potential  significant  capital
improvements  and repairs  throughout  the Complex,  which it intends to address
over  the  next  few  years.   Such  capital   improvements  and  repairs  would
significantly  reduce  the  Operating  Partnerships'  cash  flow  available  for
distribution.  The  Operating  Partnerships  incurred  capital  expenditures  of
approximately  $1.3  million  in 2004  and the  Operating  General  Partner  has
budgeted   approximately  $3  million  in  2005  for  capital  needs,  including
structural  work on the pump house  building,  elevator  cabs,  kitchen and bath
renovations,  new appliances,  heating and cooling equipment,  steel restoration
and windows. The Operating General Partner believes that other improvements, the
timing  of which may be  discretionary  but  which  may be  important  to remain
competitive  in the  rental  market,  should be made over time.  Management  has
implemented  rental  reductions and concessions over the past two years in order
to maintain its position in the market,  which has adversely affected cash flow;
such impact has been partially  offset by recent  favorable low floater mortgage
interest  rates,  however,  such rates are  expected to  increase.  Depending on
market conditions, rents may need to be further adjusted.



                                       6
<PAGE>

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

During 2002,  the Operating  General  Partner  engaged a national  brokerage and
marketing firm to privately  solicit  offers on a confidential  basis from major
apartment  owners to purchase  the  Property in order to  determine  the current
market value of the  Property.  Two of those  solicitations  resulted in initial
non-binding offers to purchase the Property.  Under the terms of the Partnership
Agreement of the  Partnership,  a sale of the Property would require the consent
of a majority in interest of the Unit Holders.  On July 1, 2003, the Partnership
presented proxy materials by which Unit Holders were asked to vote as to whether
or not they wanted to pursue a sale of the Property. Unit Holders holding 48% of
the  outstanding  Units  voted in  favor of the  proposed  sale.  Subsequent  to
initiating the proxy,  at least two tender offers to purchase the Units provided
Unit  Holders an  opportunity  to sell Units at prices equal to or above the net
sales proceeds estimated in the proxy materials.

The Operating  General  Partner has notified the  Partnership  that it is in the
process of  soliciting  offers to  purchase  the  Complex  through a  nationally
recognized  real estate broker (the  "Broker").  The Operating  General  Partner
reported  that it was recently  solicited  with respect to possible  condominium
conversion of the Property,  and that several real estate  brokers have remarked
that,  under current  market  conditions  in the immediate  area with respect to
condominium conversions,  there is potential for a significantly higher purchase
price than the offers  received  in 2002.  Accordingly,  the  Operating  General
Partner is  undertaking to work with the Broker to determine if a more favorable
offer can be received.  It could take several  months before the results of such
efforts are known or realized  and there can be no  assurance  that such efforts
will result in obtaining a more favorable offer than was received in 2002.

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.  As discussed above, Registrant adopted FIN 46(R) as of
March 1, 2004.  Accordingly,  the balance  sheet as of February 28, 2005 and the
statements of operations, partners' equity (deficit) and cash flows for the year
then ended are consolidated  with that of the Operating  Partnerships.  Prior to
the  adoption  of FIN 46(R),  the  financial  statements  included  the  assets,
liabilities  and  results  of  operations  that  relate to the  Partnership  and
accounted for its investment in Operating  Partnerships  in accordance  with the
equity method of  accounting,  under which the investment is carried at cost and
is adjusted for  Registrant's  share of the Operating  Partnerships'  results of
operations  and by any  cash  distributions  received.  Equity  in  loss of each
investment in Operating  Partnership  allocated to Registrant  was recognized to
the extent of Registrant's investment balance in each Operating Partnership.

Year Ended February 28, 2005

Although the results of  operations  were  reported on the  consolidated  method
during the year ended  February  28, 2005,  the revenues and expenses  reflected
were   predominantly   that  of  the  Operating   Partnerships.   The  Operating
Partnerships reported net income from operations for the year ended December 31,
2004 in the amount of  approximately  $419,000,  inclusive of  depreciation  and
amortization of approximately  $1,663,000.  The Operating Partnerships generated
cash flow after required debt service payments and required  replacement reserve
deposits of approximately  $393,000 during 2004, which considers payments to the
principal reserve fund under the mortgages (approximately $439,000), deposits to
the restricted replacement reserve held by the lender (approximately  $76,000) ,
capital expenditures (approximately $1,341,000) and withdrawals of approximately
$207,000 from the  replacement  reserve during 2004. In addition,  the Operating
Partnerships deposited approximately $355,000 into a non-restrictive replacement
reserve which is held by the Operating  Partnerships.  Although interest expense
increased by  approximately  $60,000 as compared to the year ended  December 31,
2003,  the  Operating  Partnerships'  results of  operations  for the year ended
December 31, 2004 benefited  significantly from the low floater  mortgages.  The
interest  rates on the low floater  mortgages  began  January  2004 at 1.06% and
1.11%, respectively,  and ended the year at 1.58% and 2.09%,  respectively.  The
average  interest  rates  for the  year  were  approximately  1.18%  and  1.40%,
respectively.  The Partnership's  operating expenses continued to be higher than
in past years as a result of  professional  fees  incurred  in  connection  with
responses  to  tender  offers  and  filing  fees   associated  with  filing  the
partnership tax return in the State of New Jersey.

Although  the  results  of  operations  have  continued  to  generate  cash flow
(primarily due to favorable  interest  rates),  management  continues to examine
methods  to  maintain  occupancy  rates by  adjusting  rental  rates  (including
providing rental  concessions)  and by closely  managing  operating costs. As of
December  31,  2004,  the  occupancy  rate was  approximately  98%.  The  future
operating  results of the Complex  will be extremely  dependent  on market,  the
regional economy and the low floater interest rates (which were higher than 2003
but still very  favorable in 2004),  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 2004.



                                       7
<PAGE>

Year Ended February 29, 2004

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

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

Year Ended February 28, 2003

During the year ended  February  28,  2003 the  Partnership  earned  interest of
approximately $2,100 which was lower than the previous fiscal period mainly as a
result of the reduction in interest rates. The Partnership's  operating expenses
were higher  compared to the year ended  February  28, 2002 as a result of a new
filing fee  charged to  partnerships  in the State of New  Jersey.  Registrant's
equity  in  income  in  Operating  Partnerships  does not  fully  include  a 99%
allocation  of the income  reported  by the  Operating  Partnerships  due to the
nonrecognition of previous years' losses in excess of Registrant's investment in
Dixon Mills I in accordance with the equity method of accounting.

The  Operating  Partnerships  reported net income from  operations  for the year
ended December 31, 2002 in the amount of  approximately  $966,000,  inclusive of
depreciation  and  amortization  of  approximately  $1,549,000.   The  Operating
Partnerships  generated  cash flow after  required  debt  service  payments  and
required  replacement reserve deposits of approximately  $1,598,000 during 2002,
which  considers  payments to the  principal  reserve  fund under the  mortgages
(approximately $367,000), net deposits to the replacement reserve (approximately
$76,000) and capital expenditures (approximately $555,000), but does not include
costs incurred in connection with the planned capital improvements to be covered
by the Capital  Improvements Escrow (discussed above) and interest earned on the
Capital Improvements Escrow (approximately $34,000). The Operating Partnerships'
results of operations  for the year ended  December 31, 2002 were  significantly
enhanced  by  the  low  floater  mortgages,  as  interest  expense  declined  by
approximately  $359,000 as compared to the year ended  December  31,  2001.  The
interest  rates on the low floater  mortgages  began  January  2002 at 1.24% and
2.14%, respectively,  and ended the year at 1.15% and 1.42%,  respectively.  The
average  interest  rates  for the  year  were  approximately  1.27%  and  1.86%,
respectively.  The Operating  Partnerships utilized  approximately $115,000 from
the replacement reserve during 2002. As of December 31, 2002, the occupancy rate
was approximately 98%.

Inflation

Inflation  is not  expected to have a material  adverse  impact on  Registrant's
results  of  operations,  except  as  discussed  below  under  Quantitative  and
Qualitative Disclosures About Market Risk.



                                       8
<PAGE>

Contractual Obligations

In connection with the tax exempt financing of the Operating  Partnerships,  the
Complex  is  required  to rent at least  15% of the  D.U.'s  in the  Complex  to
individuals or families of low or moderate income as determined  under such Code
Section,  currently based on their income not exceeding 80% of the median income
for the area as determined by the United States  Department of Housing and Urban
Development ("HUD").

As of February  28, 2005 and December 31,  2004,  Registrant  and the  Operating
Partnerships have the following contractual commitments:

Payments due by period:

<TABLE>
<CAPTION>
                                             Total       < 1 Year      1-3 Years     3-5 Years      > 5 Years
                                          -----------   -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>           <C>
Long-term debt:
First mortgage (1)                        $26,435,000   $    34,458   $   889,350   $ 1,021,003   $24,490,189
  Second mortgage (2)                         438,560       438,560            --            --            --

Other Long-term Liabilities:

Advances payable to general Partner (3)     1,479,655            --            --            --     1,479,655
Investor service fees (4)                     499,827       499,827            --            --            --
                                          -----------   -----------   -----------   -----------   -----------
Total                                     $28,853,042   $   972,845   $   889,350   $ 1,021,003   $25,969,844
                                          ===========   ===========   ===========   ===========   ===========
</TABLE>


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

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

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

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

Off - Balance Sheet Arrangements

None

Recent Accounting Pronouncements

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

Critical Accounting Policies and Estimates

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



                                       9
<PAGE>

Registrant records its real estate assets at cost less accumulated  depreciation
and, if there are indications that impairment exists, adjusts the carrying value
of those assets in accordance with Statement of Financial  Accounting  Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

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

Other Events

Dixon Mill Investor, LLC ("DMI"), an affiliate of the Operating General Partner,
filed a tender offer dated December 1, 2004, offering to acquire up to 150 Units
of limited  partnership  interest  at $13,000 per Unit,  which offer  expired on
January 7,  2005.  The tender  offer was filed  with the SEC on  Schedule  TO on
December  1, 2004.  The offer was  amended on January 10,  2005,  extending  the
expiration  date  to  February  4,  2005.  Such  tender  offer  resulted  in the
acquisition of 30 Units; as of October 1, 2005, DMI owns 143 Units, representing
approximately 17.9% of the outstanding Units.

Everest Properties II, LLC, DMI and MPF Pacific Gateway,  LLC (the "Purchasers")
filed a tender offer dated November 14, 2005,  offering to acquire all the Units
of limited partnership  interest at $20,000 per Unit, which offer will expire at
5:00 p.m., Los Angeles time, on December 20, 2005,  unless the Purchasers extend
the  expiration  date. The tender offer was filed with the SEC on Schedule TO on
November 14, 2005.

Both tender offers are publicly available on www.sec.gov.

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 the Item 8 is  submitted as
part of Item 15.

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

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

Item 9a. Controls and Procedures

As of February 28, 2005, under the direction of the Chief Executive  Officer and
Chief  Financial  Officer,   Registrant   evaluated  the  effectiveness  of  its
disclosure   controls  and  procedures  and  internal  controls  over  financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of February 28, 2005, and (ii) no changes  occurred during the
quarter ended February 28, 2005,  that  materially  affected,  or are reasonably
likely to materially affect, such internal controls.

Item 9b. Other Information

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



                                       10
<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     57    President and Director

Robert H. Wilder, Jr.    59    Vice President, Assistant Secretary and Director

Neal Ludeke              47    Treasurer

Richard Paul Richman,  age 57, is President and a Director of WRHC.  Mr. Richman
graduated  from the Columbia  University  Law School with a Juris Doctor degree,
the Columbia University Graduate School of Business Administration with a Master
of Business  Administration  degree and Syracuse  University  with a Bachelor of
Arts degree in Political  Science.  Mr.  Richman has over ten years of extensive
experience in both the  development  and management of  residential  properties.
From 1973 until 1979, Mr. Richman practiced  corporate law in New York City with
the law firm of  Greenbaum,  Wolff & Ernst  and then as a  partner  of  Shipley,
Richman &  Nierenberg.  For over six  years,  Mr.  Richman  acted as a lawyer in
connection  with the  development,  syndication  and tax issues relating to real
estate.  Since 1988,  Mr. Richman has been the President  and/or  Chairman and a
stockholder of The Richman Group, Inc. ("Richman  Group").  In recent years, Mr.
Richman has devoted full time to the syndication and development of real estate.
Mr. Richman was a vice president and  shareholder of Related  Housing  Companies
Incorporated,  New York, New York from 1978 until  mid-1979 with  responsibility
for that company's project acquisition and syndication  activities.  Mr. Richman
has been a member of the National  Advisory Board of the Housing and Development
Reporter,  a bi-weekly  publication of the Bureau of National  Affairs,  Inc., a
frequent speaker on real estate syndication,  and a member of the New York State
Historic  Credit  Task Force,  the  National  Leased  Housing  Association,  the
Coalition  to Preserve  the  Low-Income  Tax Credit and the  Minority  Developer
Assistance Corporation (which was established by the New York State Battery Park
Commission).

Robert H. Wilder,  Jr., age 59, is Vice  President,  Assistant  Secretary  and a
Director of WRHC.  Mr. Wilder  graduated  from the University of Michigan with a
Bachelor of Arts degree in Economics and from the Columbia  University  Graduate
School  of  Business  with a Master of  Business  Administration  degree.  After
graduation in 1968,  Mr. Wilder  joined James D.  Landauer  Associates,  Inc., a
national  real  estate  consulting  firm,  where  his  account  responsibilities
included  feasibility  studies,  market  analyses,  land use studies,  portfolio
valuations  and appraisals of industrial,  office,  commercial and  multi-family
properties.  From 1973 until  mid-1979,  Mr. Wilder was executive vice president
and shareholder of Related Housing Companies  Incorporated,  New York, New York,
and was responsible for mortgage  financing and construction  loan placement and
the  supervision of the development of the company's  projects.  Since 1988, Mr.
Wilder has been the President and sole shareholder of Wilder Property  Companies
Inc.  Mr.  Wilder  is  also a  licensed  real  estate  broker  in New  York  and
Connecticut.

Neal Ludeke,  age 47, is the Treasurer of WRHC. Mr. Ludeke,  employed by Richman
Group since  November  1986,  is the  Treasurer of Richman  Group and is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition,  Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset  Management,  Inc.  ("RAM"),  an  affiliate  of  the  WRHC.  Mr.  Ludeke's
responsibilities in connection with RAM include various  partnership  management
functions.

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

Registrant is not aware of the  involvement  in certain legal  proceedings  with
respect to the directors and executive officers noted herein Item 10.

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


                                       11
<PAGE>

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

Item 11. Executive Compensation

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, 2005 or during the two prior fiscal years.

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

DMI, having the address of 350 Veterans Boulevard, Rutherford, New Jersey 07070,
owns 143 Units,  representing  approximately  17.9% of the outstanding  Units of
limited partnership interest.

Affiliates  of Everest  Properties,  Inc.,  having the  address of 199 S. Robles
Avenue,  Suite 200, Pasadena,  California 91101, are the owners of approximately
215 Units, representing  approximately 26.9% of the outstanding units of limited
partnership interest.

As of October 1, 2005,  no person or entity other than those  identified  herein
Item 12 was known by  Registrant to be the  beneficial  owner of more than 5% of
the Units.

Item 13. Certain Relationships and Related Transactions

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

Transactions with Affiliates of Management

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

WRMC, Inc.  ("WRMC"),  an affiliate of the General  Partner,  is a co-management
agent of the Complex.  In connection with these  services,  WRMC earned $103,322
and received management fees of $105,564 in calendar 2004.

Richman  Asset  Management,  Inc. an  affiliate of the General  Partner,  earned
compensation  in the  amount of $95,714 in fiscal  2005 for its  performance  in
connection  with  investor  services  for  the  Partnership  and  the  Operating
Partnerships and received payment of $60,000.

Indebtedness of Management

No officer or director of the General  Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the years ended  February 28, 2005
and February 29, 2004.

Item 14. Principal Accountant Fees and Services

The audit fees for Registrant for the years ended February 28, 2005 and February
29,  2004  were  $25,000  and  $10,000,  respectively,  while  the tax  fees for
Partnership  for the years ended February 28, 2005 and February 29, 2004 were $0
and  $4,500,  respectively.  The audit  committee  approved  all fiscal 2005 and
fiscal  2004  accounting  fees.  The  audit  committee  has  adopted  a  set  of
pre-approval  policies and procedures under which,  pursuant to the requirements
of the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services to
be  performed  by the  independent  registered  public  accounting  firm require
pre-approval  by the  audit  committee.  Such  pre-approval  may be given by the
chairman of the audit committee under certain circumstances,  with notice to the
full audit committee at its next meeting.


                                       12
<PAGE>

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

      (1)   Financial Statements

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

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

      (2)   Financial Statement Schedules

            None

      (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;**


                                       13
<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; ****

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

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

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

           (32.1) Section 1350 Certification of Chief Executive Officer;

           (32.2) Section 1350 Certification of Chief Financial Officer.

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

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

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

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


                                       14

<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,  hereunto duly authorized on the 25th day of November
2005.

                               WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

            By: Wilder Richman Historic Corporation, General Partner

                By:    /s/Richard Paul Richman
                       ----------------------------------------------
                       Richard Paul Richman - Chief Executive Officer

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


<PAGE>





                      CONSOLIDATED FINANCIAL STATEMENTS AND

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003





<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSISIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents                                                         Page
-----------------                                                         ----

Report of Independent Registered Public Accounting Firm                    F-2

Report of Independent Registered Public Accounting Firm                    F-3

Consolidated Financial Statements

   Consolidated Balance Sheets                                             F-4

   Consolidated Statements of Operations                                   F-5

   Consolidated Statements of Partners' Equity (Deficit)                   F-6

   Consolidated Statements of Cash Flows                                   F-7

   Notes to Consolidated Financial Statements                              F-8


                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Wilder Richman Historic Properties II, L.P.

We have audited the  accompanying  consolidated  balance sheet of Wilder Richman
Historic  Properties II, L.P. and  Subsidiaries as of February 28, 2005, and the
related  consolidated  statement of operations,  partners'  equity (deficit) and
cash flows for the year ended February 28, 2005. 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  The  Partnership  has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal controls over financial reporting.  Our audit included consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting  principles  used  and  significant  estimates  made  by the  General
Partner,  as well as evaluating  overall financial  statement  presentation.  We
believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Wilder
Richman  Historic II, L.P.  and  Subsidiaries  as of February 28, 2005,  and the
consolidated  results  of its  operations  and its cash flows for the year ended
February 28, 2005 in conformity with accounting principles generally accepted in
the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Partnership
changed its method of accounting  for its  investment in Operating  Partnerships
effective  March 1, 2004 with the  adoption of  Financial  Accounting  Standards
Board Interpretation No. 46 (revised).

/s/ Reznick Group, P.C.

Bethesda, Maryland
November 18, 2005


                                       F-2


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have  audited the  accompanying  balance  sheets of Wilder  Richman  Historic
Properties  II, L.P. as of February  29, 2004 and  February  28,  2003,  and the
related statements of operations,  partners' equity and cash flows for the years
ended February 29, 2004, February 28, 2003 and 2002. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Wilder  Richman  Historic
Properties  II,  L.P.  as of February  29,  2004 and  February  28, 2003 and the
results of its  operations,  changes in partners'  equity and cash flows for the
years ended  February 29, 2004,  February 28, 2003 and 2002 in  conformity  with
accounting principles generally accepted in the United States of America.

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

April 28, 2004
New York, New York


                                       F-3


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                February 28,    February 29,
        ASSETS                                                      2005            2004
                                                                -----------     -----------
<S>                                                             <C>             <C>
Land                                                            $ 1,150,473     $

Building and improvements, net of accumulated
    depreciation of $21,427,397                                  35,349,870

Cash and cash equivalents                                         5,909,227          14,982

Investment in operating partnerships                                              1,649,646

Deferred costs, net of accumulated amortization of $133,650         757,339

Mortgage escrows and other deposits                               3,285,704

Tenant security deposits                                            687,480

Other assets


                                                                     32,706          11,181
                                                                -----------     -----------

                                                                $47,172,799     $ 1,675,809
                                                                ===========     ===========

        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES

    Mortgages payable                                           $28,600,000     $
    Accounts payable and accrued expenses                           440,761         135,951
    Accrued interest payable                                         22,073
    Tenant security deposits payable                                687,480
    State of New Jersey filing fee payable                           56,100          56,100
    Due to related parties                                        1,979,482         231,038
                                                                -----------     -----------
                                                                 31,785,896         423,089
                                                                -----------     -----------

MINORITY INTEREST                                                14,596,070
                                                                 ----------

PARTNERS' EQUITY                                                    790,833       1,252,720
                                                                -----------     -----------

                                                                $47,172,799     $ 1,675,809
                                                                ===========     ===========
</TABLE>

                 See notes to consolidated financial statements

                                       F-4


<PAGE>

           WILDER RICHMAN HISTORIC PROPERTIES II, L.P.AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                           Year Ended
                                                           ---------------------------------------------
                                                           February 28,     February 29,    February 28,
                                                               2005            2004             2003
                                                           -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>
Revenues

   Rent                                                    $ 6,812,091      $                $
                                                           -----------

Expenses

   Administrative                                            1,328,507          167,913           20,902
   Operating                                                 2,873,378
   Management fees - affiliate                                 257,334
   Investor services fees - affiliate                           95,714           24,084           25,173
   Financial                                                   395,654
   Depreciation and amortization                             1,663,256
   State of New Jersey filing fee                              112,200          112,200          112,200
                                                           -----------      -----------      -----------

                                                             6,726,043          304,197          158,275
                                                           -----------      -----------      -----------

                                                                86,048         (304,197)        (158,275)

Interest revenue                                                56,265              918            2,115

Equity in income of operating partnerships                          --          413,727          851,780
                                                           -----------      -----------      -----------

NET INCOME BEFORE MINORITY INTEREST                            142,313          110,448          695,620
                                                           -----------
Minority interest income of operating partnerships              (4,188)
                                                           -----------
NET INCOME                                                 $   138,125      $   110,448      $   695,620
                                                           ===========      ===========      ===========


   Net income allocated to

     Limited partners                                      $   136,744      $   109,344      $   688,664

     General partner                                             1,381            1,104            6,956
                                                           -----------      -----------      -----------

                                                           $   138,125      $   110,448      $   695,620
                                                           ===========      ===========      ===========

   Net income per unit of limited partnership interest     $    170.93      $    136.68      $    860.83
                                                           ===========      ===========      ===========
</TABLE>

                 See notes to consolidated financial statements


                                       F-5

<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
     YEARS ENDED FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


<TABLE>
<CAPTION>
                                                                      General         Limited
                                                                      Partner         Partners           Total
                                                                    -----------      -----------      -----------
<S>                                                                 <C>              <C>              <C>
Partners' equity (deficit), February 28, 2002                       $  (141,494)     $ 1,659,027      $ 1,517,533

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

Partner's equity (deficit), February 28, 2003                          (134,538)       2,347,691        2,213,153

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

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

Partner's equity (deficit), February 29, 2004                          (144,143)       1,396,863        1,252,720

Distributions to partners                                                               (600,012)        (600,012)

Net income, year ended February 28, 2005                                  1,381          136,744          138,125
                                                                    -----------      -----------      -----------

Partners' equity (deficit), February 28, 2005                       $  (142,762)     $   933,595      $   790,833
                                                                    ===========      ===========      ===========

Limited partnership units outstanding at
     February 28, 2005, February 29, 2004
     and February 28, 2003                                                                   800
                                                                                     ===========
</TABLE>



                 See notes to consolidated financial statements

                                       F-6


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Year Ended
                                                                 ---------------------------------------------
                                                                 February 28,     February 29,     February 28,
                                                                     2005            2004              2003
                                                                 -----------      -----------      -----------
<S>                                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                   $   138,125      $   110,448      $   695,620
    Adjustment to reconcile net income to net cash
       provided by (used in) operating activities
       Depreciation and amortization                               1,663,256
       Minority interest in income of operating partnerships           4,188

       Equity in income of operating partnerships                                    (413,727)        (851,780)

       Decrease in tenant security deposits                           24,013

       Decrease (increase) in other assets                            13,220               59             (461)
       Increase in accounts payable and accrued expenses                 829          111,750

       Increase in accrued interest payable                            8,319

       Decrease in tenant security deposits payable                  (24,013)

       Increase (decrease) in State of New Jersey filing
        fee payable                                                                   (56,100)         112,200

       Increase in due to related parties                             48,389            9,084           10,173
                                                                 -----------      -----------      -----------

    Net cash provided by (used in) operating activities            1,876,326         (238,486)         (34,248)
                                                                 -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in fixed assets                                   (1,341,243)
     Payment to principal reserve fund                              (439,174)

     Increase in mortgage escrows and other deposits                (389,923)

     Net cash of consolidating subsidiaries as of
       beginning  of year                                          6,788,271
     Distribution received                                                          1,239,180
                                                                 -----------      -----------

    Net cash provided by investing activities                      4,617,931        1,239,180
                                                                 -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Distributions paid                                             (600,012)      (1,070,881)
                                                                 -----------      -----------

    Net cash used in financing activities                           (600,012)      (1,070,881)
                                                                 -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                      5,894,245          (70,187)         (34,248)

CASH AND CASH EQUIVALENTS, beginning of year                          14,982           85,169          119,417
                                                                 -----------      -----------      -----------

CASH AND CASH EQUIVALENTS, end of year                           $ 5,909,227      $    14,982      $    85,169
                                                                 ===========      ===========      ===========

SUPPLEMENTAL INFORMATION

Financial expenses paid                                          $   387,335      $        --      $        --
                                                                 ===========      ===========      ===========
</TABLE>


                 See notes to consolidated financial statements

                                       F-7
<PAGE>



          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

1.    ORGANIZATION

      Wilder Richman Historic Properties II, L.P. (the "Partnership") was formed
      under the Delaware Revised Uniform Limited  Partnership Act on October 15,
      1987 to acquire  all of the  limited  partnership  interest  in Dixon Mill
      Associates I (Phase One), Limited Partnership ("Dixon Mill I"), Dixon Mill
      Associates II (Phase Two), Limited Partnership ("Dixon Mill II") and Dixon
      Mill Associates III (Phase Three),  Limited Partnership ("Dixon Mill III")
      (together  herein  referred  to as the  "Operating  Partnerships")  which,
      collectively,  constructed,  rehabilitated  and own and operate a 433-unit
      apartment  complex (the "Complex")  located in Jersey City, New Jersey. In
      accordance  with the tax exempt  financing of the Complex,  the  Operating
      Partnerships  are  required to rent 15% to 20% of the  apartment  units to
      individuals of low or moderate income. Wilder Richman Historic Corporation
      (the "General  Partner") is the General  Partner of the  Partnership.  The
      general  partner of the  Operating  Partnerships  is Dixon  Venture  Corp.
      ("DVC") (the "Operating  General  Partner"),  which owns 1% of each of the
      Operating Partnerships.

      The  Partnership  filed  a  Form  S-11  registration  statement  with  the
      Securities and Exchange  Commission,  which became  effective May 9, 1988,
      covering an offering (the "Offering") of 800 limited  partnership units at
      $24,100 per unit. On July 15, 1988, the  Partnership  admitted 754 limited
      partners  representing  800 units of  limited  partnership  interest  (the
      "Closing") for  $19,280,000 in cash and notes.  Immediately  following the
      Closing,  the Partnership  acquired a 99% limited partnership  interest in
      the  Operating   Partnerships.   The  Partnership   acquired  its  limited
      partnership interest for $16,388,000, which was paid in installments.

      Through February 29, 2004, the Investments in Operating  Partnerships were
      accounted for under the equity method of accounting.  Upon the adoption of
      Financial  Accounting  Standards  Board  ("FASB")  Interpretation  No.  46
      (revised), Consolidation of Variable Interest Rate Entities ("FIN46 (R)"),
      as  of  March  1,  2004  (see  Principles  of  Consolidation  below),  the
      Partnership is required to consolidate its financial information with that
      of the Operating Partnerships.  Accordingly,  the financial information as
      of  February  28,  2005  and for the  year  then  ended  is  presented  as
      consolidated.

2.    SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation

      All  significant  inter-partnership  balances and  transactions  have been
      eliminated in consolidation.

      Investments in Operating Partnerships

      Prior to the adoption of FIN 46(R), the financial  statements  include the
      assets,   liabilities  and  results  of  operations  that  relate  to  the
      Partnership  only.  The  Partnership  accounted for its  investment in the
      Operating  Partnerships  on the  equity  method of  accounting.  Under the
      equity  method of  accounting,  the  investment  cost was  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.  For such periods,  the  statements of
      operations  include  the  Partnership's  equity  in  the  earnings  of the
      Operating Partnerships on a calendar year basis.

      Fiscal year

      The Partnership's fiscal year for financial reporting purposes ends on the
      last day in February,  while that of the  Operating  Partnerships  ends on
      December 31. Both the  Partnership and the Operating  Partnerships  have a
      December 31 year end for tax purposes.

                                       F-8


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Cash and cash equivalents

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

      Accounts receivable and bad debts

      Tenant  receivables  are  charged  to  bad  debt  expense  when  they  are
      determined  to be  uncollectible  based  upon  a  periodic  review  of the
      accounts by management.  Accounting  principles  generally accepted in the
      United  States of America  require  that the  allowance  method be used to
      recognize  bad debts;  however,  the effect of using the direct  write-off
      method is not  materially  different from the results that would have been
      obtained under the allowance method.

      Deferred costs

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

      Land and buildings

      Land and  buildings  are  recorded at cost.  Depreciation  of buildings is
      computed  on the  straight-line  method  over  a  40-year  life.  Building
      improvements   and  furniture  and  equipment  are  depreciated  over  and
      estimated service life of 5 to 40 years.

      Impairment of Long-Lived Assets

      In  accordance  with  Statement of Financial  Standards  ("SFAS") No. 144,
      "Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets,"
      long-lived  assets,  primarily  property and  equipment,  are reviewed for
      impairment  whenever events or changes in circumstances  indicate that the
      carrying  amount of the assets might not be  recoverable.  The Partnership
      does not perform a periodic  assessment  of assets for  impairment  in the
      absence  of  such   information  or  indicators.   Conditions  that  would
      necessitate an impairment  assessment include a significant decline in the
      observable market value of an asset, a significant change in the extent or
      manner in which an asset is used,  or a  significant  adverse  change that
      would indicate that the carrying  amount of an asset or group of assets is
      not  recoverable.   For  long-lived  assets  to  be  held  and  used,  the
      Partnership  recognizes an impairment  loss only if its carrying amount is
      not  recoverable  through its  undiscounted  cash flows and  measures  the
      impairment  loss based on the difference  between the carrying  amount and
      estimated fair value.

      Rental income

      Rental income is recognized for apartment  rentals as they accrue.  Rental
      payments received in advance are deferred until earned. All leases between
      the  Operating  Partnerships  and tenants of the  property  are  operating
      leases.

      Concentration of credit risk

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

                                       F-9


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income taxes

      No provision  for income taxes has been made because all income and losses
      are  allocated  to the  partners for  inclusion  in their  respective  tax
      returns.  In accordance with SFAS No. 109,  "Accounting for Income Taxes,"
      the Partnership has included in Note 7 disclosures  related to differences
      in the book and tax bases of accounting.

      Use of estimates

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

      Reclassifications

      Certain  prior  year  amounts  have been  reclassified  to  conform to the
      current year presentation.


                                      F-10


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


3.    INVESTMENTS IN OPERATING PARTNERSHIPS

      The  Partnership  has  determined  that  the  Operating  Partnerships  are
      variable interest entities as defined by FIN 46(R) and has concluded that,
      as the limited partner in such entities,  it is the primary beneficiary as
      defined by FIN 46(R)  because  it absorbs  the  majority  of the  expected
      income and loss variability (as it is entitled to a preferred return). The
      Partnership has  consolidated  the assets and liabilities of the Operating
      Partnerships in the accompanying consolidated balance sheet as of February
      28, 2005 and has recorded their results of operations in the  accompanying
      statement of operations for the year then ended. The debt of the Operating
      Partnerships  is  nonrecourse  and the  Partnership  has no  obligation in
      connection  with such debt.  Upon adoption of FIN 46(R),  the  Partnership
      recorded the assets and liabilities of the Operating Partnerships at their
      historical bases since the Operating Partnerships are under control of the
      Partnership. Such assets and liabilities are as follows:

      ASSETS

      Land                                                           $ 1,150,473
      Buildings (net of accumulated depreciation of $19,793,840)      35,641,694
      Cash and cash equivalents                                        6,788,271
      Deferred costs                                                     787,039
      Mortgage escrows and other deposits                              2,456,007
      Tenant security deposits                                           711,493
      Other assets                                                        35,234

      LIABILITIES AND MINORITY INTEREST

      Mortgages payable                                              $28,600,000
      Accounts payable and accrued expenses                              318,182
      Accrued interest payable                                            13,754
      Tenants' security deposits payable                                 711,493
      Due to general partner and affiliates                            1,685,854
      Minority interest                                               14,591,882


                                      F-11
<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

3.    INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

      Prior to March 1, 2004, the Partnership accounted for its investment in
      the Operating Partnerships under the equity method. Information related to
      the Partnership's investment in Operating Partnerships for the years ended
      February 29, 2004 and February 28, 2003 is as follows:

        Balance, March 1, 2002                                  $ 1,623,319
        Equity in income of Operating Partnerships                  851,780
                                                                -----------
        Balance, February 28, 2003                                2,475,099
        Equity in income of Operating Partnerships                  413,727
        Distributions                                            (1,239,180)
                                                                -----------
        Balance, February 29, 2004                              $ 1,649,646
                                                                ===========

      In  accordance  with the limited  partnership  agreement of the  Operating
      Partnerships,  income  and losses  are to be  allocated  1% and 99% to the
      Operating  General Partner and the  Partnership,  respectively.  Under the
      equity method of accounting,  losses are not allocable to the  Partnership
      if the losses reduce its equity basis below zero.  Losses in excess of the
      Partnership's  investment are allocated to the Operating  General Partner.
      Accordingly, the Operating Partnerships did not allocate 99% of the income
      reported in 2002 to the Partnership due to the  non-allocation of previous
      years' losses in excess of the Partnership's investment.

      The limited 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, 2004 is  $16,920,584.  There is no assurance  that
      all or a portion  of such  amount  will be paid,  and no  amount  has been
      accrued.

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

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

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

      - the balance of adjusted  capital  contributions  of the General Partner;
      and

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



                                      F-12
<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

3.    INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

      The  Operating  Partnerships'  combined  balance  sheet as of December 31,
      2003, and combined  results of operations for the years ended December 31,
      2003 and  2002 are  presented  on  pages  F-13 and F-14 for  informational
      purposes  because the  Partnership  is presenting  consolidated  financial
      statements  only for  February 28, 2005 and for the year then ended due to
      the adoption of FIN 46(R) as of March 1, 2004.

      The combined  balance sheet of the Operating  Partnerships at December 31,
      2003 is shown below.

ASSETS

Land                                                           $ 1,150,473
Buildings (net of accumulated depreciation of $19,793,840)      35,641,694
Cash and cash equivalents                                        6,788,271
Deferred costs                                                     787,039
Mortgage escrow deposits                                         2,456,007
Tenant security deposits                                           711,493
Other assets                                                        35,234
                                                               -----------
                                                               $47,570,811
                                                               ===========

LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
Mortgage payable                                               $28,600,000
Accounts payable and accrued expenses                              318,182
Accrued interest payable                                            13,754
Tenants' security deposits payable                                 711,493
Due to general partner and affiliates                            1,685,854
                                                               -----------
                                                                31,329,283
                                                               -----------
PARTNER'S EQUITY                                                16,241,528
                                                               -----------
                                                               $47,570,811
                                                               ===========

                                      F-13


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


3.    INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

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

                                                  Year Ended December 31,
                                                -------------------------
                                                   2003           2002
                                                ----------     ----------
Revenues:

   Rent                                         $6,876,152     $7,187,352
                                                ----------     ----------


                                                 6,876,152      7,187,352
                                                ----------     ----------
Expenses:

   Administrative                                1,325,315      1,327,299
   Operating                                     2,985,769      2,676,074
   Management Fees                                 275,046        297,684
   Financial                                       335,062        423,231
   Depreciation and amortization                 1,583,341      1,548,674
                                                ----------     ----------

                                                 6,504,533      6,272,962
                                                ----------     ----------

                                                   371,619        914,390

Interest revenue                                    46,287         52,049
                                                ----------     ----------

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

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


Net income allocated to Dixon Venture Corp.     $    4,179     $  114,659
                                                ==========     ==========



                                      F-14


<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

4.    RELATED PARTY TRANSACTIONS

      DVC has  complete  authority,  management  and  control  of the  Operating
      Partnerships.   The  Operating  Partnerships,  in  the  normal  course  of
      business,  have transactions with related parties.  Due to general partner
      and  affiliates  in the  accompanying  balance  sheets is comprised of the
      following items as of February 28, 2005 and February 29, 2004:

                                                  2005             2004
                                               -----------      ----------
          Due to (from):

            Morris Realty                      $    (5,259)     $
            DVC                                  1,484,914
            Richman Asset Management, Inc.         499,827         231,038
                                               -----------      ----------
                                               $ 1,979,482      $  231,038
                                               ===========      ==========

      The Operating  Partnerships  incurred  property  management  fees to WRMC,
      Inc., an affiliate of the Partnership,  in the amount of $103,222 in 2004.
      In addition, property management fees of $154,112 were incurred in 2004 to
      Morris Property Management, an affiliate of the Operating General Partner.

      Richman Asset Management, Inc. ("RAM"), an affiliate of the Partnership,
      provides investor services at a fee which is based upon a base amount of
      $60,000 in 1992 and is subject to adjustment annually thereafter based on
      changes in the Operating Partnerships' rental revenue (the "Investor
      Services Fees"). The Investor Services Fees are incurred $15,000 by the
      Partnership and each of the Operating Partnerships. Total Investor
      Services Fees incurred for 2005, 2004 and 2003 as reflected in the
      accompanying statements of operations were of $95,714, $24,084 and
      $25,173, respectively. As of February 28, 2005 and February 29, 2004, due
      to related parties includes $499,827 and $231,038, respectively, of
      Investor Services Fees.

      Pursuant to the terms of the partnership agreements, the Operating General
      Partner (Dixon Venture Corp.,  "DVC") is entitled to interest on Operating
      Deficit Loans and voluntary  loans made  subsequent to the issuance of the
      Fannie Mae  pass-through  certificates  (which occurred in February 1991).
      Interest on such  advances  accrues at 1% above the JP Morgan  Chase prime
      rate (6% at  December  31,  2004).  The  Operating  Partnerships  incurred
      interest  of $45,664  for 2004.  The amount  payable to DVC is  $1,484,914
      (including accrued interest of $570,557) as of December 31, 2004.

5.    MORTGAGES PAYABLE

      On May 1, 2000, the Jersey City  Redevelopment  Agency  (Agency)  provided
      mortgage  financing  for  the  Operating  Partnerships  in the  amount  of
      $28,600,000   for  a  term  of  30  years  through  the  issuance  of  (a)
      variable-rate-tax-exempt  bonds in the amount of  $26,435,000  maturing on
      May  15,  2030  and (b)  variable-rate  taxable  bonds  in the  amount  of
      $2,165,000  maturing  on  November  15,  2005,  which are  secured  by the
      property.  The Operating  Partnerships have purchased an interest rate cap
      which  would  limit  the  interest  rates to 6.97%  for five  years on the
      tax-exempt  portion  maturing  on May 15,  2005  and  9.15%  for  five and
      one-half years on the taxable portion, maturing November 15, 2005.


                                      F-15


<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

5.    MORTGAGES PAYABLE (CONTINUED)

      The Operating  Partnerships  are required to fund an escrow (in the amount
      of $3,470 per month) (the  Pledged Cap  Account)  in  connection  with the
      purchase of another  interest rate cap in 2005.  Monthly payments are made
      into a  principal  reserve  fund for the  purpose of  providing  funds for
      retirement of the bonds issued by the Agency. As of December 31, 2004, the
      balance of the  principal  reserve fund is  $1,726,473.  The bonds will be
      retired from funds in the reserve fund at which time the mortgage  balance
      will be reduced accordingly. Monthly payments into the replacement reserve
      account are required in the amount of $6,326. The Partnership purchased an
      interest  rate cap on May 1, 2005 in the amount of $140,000.  The rate cap
      covers the period May 15, 2005 through May 15, 2010 at a rate of 5%.

      At December 31, 2004 the scheduled  principal reserve fund payments are as
      follows:

                 2005                                          $   473,018
                 2006                                              429,334
                 2007                                              460,016
                 2008                                              492,890
                 2009                                              528,113
              Thereafter                                        24,490,156
                                                               -----------

                                                               $26,873,527

      The carrying amount of the mortgages approximates fair value.

      Restricted funds held in deposit as of December 31, 2004 are as follows:

         Mortgage escrows:

             Principal reserve fund                      $1,726,473

             Replacement reserve                            183,384
             Tax and insurance escrow                       412,165
             ----------
              Subtotal
                                                         ----------
              Subtotal                                    2,470,278

         Additional replacement reserve
           not held by lender                               815,426
                                                         ----------

                                                         $3,285,704
                                                         ==========


                                      F-16


<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

6.    PARTNERS' EQUITY

      In accordance  with the terms of the  partnership  agreement,  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% to the
      General Partner.

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

      -     98.99% to the investor limited partners, .01% to the special limited
            partner and 1% to the General  Partner,  until the investor  limited
            partners   have   received  an  amount   equal  to  their   adjusted
            contributions;

      -     98.99% to the investor limited partners, .01% to the special limited
            partner and 1% to the General  Partner,  until the investor  limited
            partners  have  received an amount equal to the accrued  cumulative,
            non-compounded rate of 7% per annum (see preferred return below).

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

      -     The balance,  if any, 97.99% to the investor limited partners,  .01%
            to the special limited partner and 2% to the General Partner.


                                      F-17
<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

7.    TAXABLE LOSS

      A reconciliation of the financial  statement net income of the Partnership
      for the years ended February 28, 2005,  February 29, 2004 and February 28,
      2003 to the net loss as  shown  on the tax  returns  for the  years  ended
      December 31, 2004, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                           ---------------------------------------------
                                                               2004             2003            2002
                                                           -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>
     Financial statement earnings for the years ended
        February 28, 2005, February 29, 2004 and
        February 28, 2003                                  $   138,125      $   110,448      $   695,620

     Interest income and other transactions due
        to timing differences  resulting
        from different fiscal year ends for
        tax purposes v. financial reporting purposes            24,275            1,980            1,173
                                                           -----------      -----------      -----------
                                                               162,400          112,428          696,793

     Financial statement to tax return difference
        arising from investments in Operating
        Partnerships                                          (139,473)

     Minority interest allocation                                4,188

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

     Amounts paid/payable to related parties not
        deductible under Internal Revenue Code
        Section 267 and other adjustments                       81,378          196,187           93,441

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

     Excess of depreciation expense of the operating
        partnerships for income tax purpose over
        financial reporting purposes                        (1,596,884)      (1,128,022)      (1,156,812)
                                                           -----------      -----------      -----------
     Tax return net loss for the years ended  December
        31, 2004, 2003 and 2002, respectively              $(1,488,391)     $  (819,407)     $  (277,372)
                                                           ===========      ===========      ===========
</TABLE>


                                      F-18


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

7.    TAXABLE LOSS (CONTINUED)

         The  differences in the assets and  liabilities of the  Partnership for
financial  reporting purposes and tax reporting purposes as of February 28, 2005
are as follows:

                                      Financial         Tax
                                      Reporting      Reporting      Difference
                                     -----------    -----------    -----------
         Assets                      $47,172,799    $31,718,225    $15,454,574

         Liabilities                  46,381,966     46,042,077        339,889

8.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      The  following  disclosure  of  the  estimated  fair  value  of  financial
      instruments is made in accordance  with the  requirements of SFAS No. 107,
      "Disclosures  about Fair Value of Financial  Instruments."  The  estimated
      fair  value  of  amounts  has  been  determined   using  available  market
      information, assumptions, estimates and valuation methodologies.

      Cash and Cash Equivalents,  Mortgage Escrows and Other Deposits and Tenant
      Security Deposits

      The carrying amount approximates fair value.

      The estimated fair values of the Partnership's financial instruments as of
      February  29, 2005 and February  28, 2004 are  disclosed  elsewhere in the
      financial statements.


                                      F-19


<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
           FEBRUARY 28, 2005, FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

9.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>
                                               First           Second         Third           Fourth
                                              Quarter          Quarter        Quarter         Quarter
                                            -----------      -----------     -----------     -----------
2005

<S>                                         <C>              <C>             <C>             <C>
Total revenue                               $ 1,685,220      $ 1,696,637     $ 1,714,797     $ 1,771,702

Net earnings (loss)                              (5,074)          68,099         179,235        (104,135)

Net earnings (loss) per unit of limited
partnership interest                              (6.28)           84.27          221.81         (128.87)

2004

  362             167              65

Net earnings (loss)                             101,677

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


Net earnings (loss) per unit of limited
partnership interest                             125.83            59.70           57.57         (106.42)

2003

Total revenue                                       643              612             507             353

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

Net earnings (loss) per unit of limited
partnership interest                             593.12           270.45          289.92         (292.66)
</TABLE>

      The amounts  reported above for revenues in each of the first two quarters
      do not agree to the amounts reported in the Partnership's  reports on Form
      10-Q.  The  amounts  above  reflect  the  consolidated   revenues  of  the
      Partnership  and  the  Operating  Partnerships.   The  amounts  previously
      reported in the Partnership's  reports on Form 10-Q reflected  revenues of
      the  Partnership  only and accounted  for the  operations of the Operating
      Partnerships  using the equity  method.  The financial  statements for the
      year ended  February 28, 2005 reflect  consolidation  for the entire year.
      The Partnership, with the consent of the SEC, has elected not to amend its
      first  and  second  quarterly  reports  on Form  10-Q for the  effects  of
      consolidation.


                                      F-20