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, 1997

                                       OR

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

0-17793(Commission File Number)

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

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

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

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

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

            None
(Title of each Class)

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

                          Units of Limited Partnership Interest
------------------------------------------------------------------------------

                                    (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

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

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

Documents incorporated by reference:

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



<PAGE>




                                         PART I

Item 1.Business

     General Development of Business

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

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

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

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

     Financial Information About Industry Segments

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

     Working Capital Reserves

     As of  February  28,  1997,  Registrant  had  working  capital  reserves of
approximately  $630,000 inclusive of funds previously restricted for the purpose
of providing operating deficit loans to the Operating  Partnerships (in order to
avoid  default  under  their  mortgages  pursuant  to  their  modified  mortgage
documents) which were substantially  invested in interest-bearing  deposits. See
Item 7 -  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."

     Competition

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

     Compliance with Environmental Protection Provisions

     In connection with the environmental cleanup responsibilities pertaining to
the Complex,  the Operating General Partner submitted a declaration to the State
of New Jersey  Department of  Environmental  Protection  ("NJDEP")  stating that
there remains no

                                           2

<PAGE>



hazardous  substances  and wastes on the site.  In August,  1989,  the Operating
General Partner received  notification from NJDEP that the environmental testing
was  complete and the Complex was in  compliance  with NJDEP  requirements.  All
costs  incurred in connection  with the review  conducted by NJDEP were borne by
The Dixon Venture,  an affiliate of the Operating  General Partner.  Information
regarding such environmental matters is set forth under the heading "DESCRIPTION
OF THE COMPLEX Environmental Matters" at pp. 87 - 92 of the Prospectus, which is
incorporated herein by reference.

     Employees of Registrant

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

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

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


Item 2.Properties

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

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

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



                                           3

<PAGE>
<TABLE>
<CAPTION>

     As of December 31, 1996 and 1995,  the  occupancy  and rental rates were as
follows:

                                December 31, 1996            December 31, 1995
               <S>                      <C>                      <C>
           Occupancy Rate               99%                            98%

           Monthly Rental Rates:
             Studio               $  512 - $  895             $   500 - $   850
             One-Bedroom          $  525 - $1,437             $   525 - $ 1,400
             Two-Bedroom          $  600 - $1,595             $   600 - $ 1,500
             Three-Bedroom        $1,489 - $2,095             $ 1,400 - $ 1,950
</TABLE>
  The rental rates reflect  significant ranges because the apartments vary as to
size and floor plans (i.e., square footage, duplex, triplex,  penthouse) and due
to the  low-moderate  tenant  income  restrictions  for 15% to 20% of the D.U.'s
resulting from the tax-exempt financing described above.

Item 3.Legal Proceedings

  As of February 28, 1997, there were no material  pending legal  proceedings to
which  Registrant or any of its  affiliates was a party or to which any of their
property was subject except for the following:

  A complaint,  through the Equal Employment  Opportunity  Commission,  has been
filed  by a  former  employee  of the  Operating  Partnerships  claiming  sexual
harassment.   The  Operating   General  Partner  cannot  measure  the  potential
liability, if any, at this time.

  The Operating  Partnerships  have been named as a  third-party  defendant in a
lawsuit  between  The  Dixon  Venture,  the party  who sold the  Complex  to the
Operating Partnerships, and the former owner, Joseph Dixon Crucible Company, for
indemnification for cost clean-up under the Comprehensive Environmental Response
Compensation  and Liability Act of 1980. The Operating  General Partner believes
that the Operating  Partnerships  have no liability or no liability  that is not
adequately covered by an indemnification from The Dixon Venture.

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

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



                                           4

<PAGE>



                                         PART II

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

  a)  Market

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

  b)  Holders

  As of February 28, 1997, there were  approximately 766 record holders of Units
holding an aggregate of 800 Units in the Partnership.

  c)  Distributions

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

Item 6.     Selected Financial Data
<TABLE>
<CAPTION>

                                              Year End
                    February    February    February      February    February
                     28,1997    29, 1996    28, 1995      28, 1994    28, 1993
<S>                    <C>         <C>       <C>              <C>        <C>
Total revenues
  (Interest income  $ 50,994    $43,259    $  30,858       $33,142      $41,658

Equity in loss of 
  investment in
  Operating 
  Partnerships    $(799,980)  $(745,393)*  $(873,701)  $(1,372,573) $(2,202,328)

Net loss          $(779,882)  $(736,763)   $(875,499)  $(1,380,924) $(2,305,745)

Net loss per unit 
  of limited
  partnership 
  interest        $   (965)   $    (912)  $  (1,083)   $   (1,709)  $    (2,853)

At year end:
  Total assets  $3,105,881   $3,870,763  $4,592,526    $5,453,025    $6,823,949
</TABLE>
* This amount is net of an  extraordinary  gain of $366,499  resulting  from the
  forgiveness of debt of the Operating  Partnerships  reflected in  Registrant's
  financial statements.

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

     Liquidity and Capital Resources

     The operating  results of the Complex for 1996 were  favorable  compared to
1995.  On June 11,  1992,  the  mortgages  of the  Operating  Partnerships  were
modified  pursuant to agreements  among Federal  National  Mortgage  Association
("FNMA" or the "Lender"), Chase Manhattan Bank, N.A. ("Chase") and the Operating
General Partner. The Partnership obtained the consent of the limited partners to
utilize the proceeds from the final distribution from the guaranteed  investment
contracts  to assist in  modifying  the  mortgages.  As a result of the mortgage
modification, the interest rate under the mortgages decreased from approximately
9.6% to approximately  6.74%,  thereby improving the financial  viability of the
Complex.  Recently,  there  has been new  construction  of  luxury  multi-family
housing in the vicinity of the Complex.  Such housing includes asking rents that
are  comparable and  substantially  higher than rents  currently  charged by the
Complex.  It has not been  determined  whether  such  new  housing  will  have a
positive or negative impact on the Complex or its cash flow in the future.


                                           5

<PAGE>



     In connection  with the mortgage  modification,  Chase and the  Partnership
each advanced $277,500 to the Operating Partnerships to pay for certain costs of
the  mortgage  modification.  In  addition,  in the  event of  future  operating
deficits, Chase and the Partnership each provided a letter of credit and cash of
approximately  $622,500 (the "Operating  Deficit  Escrows"),  for the purpose of
providing FNMA the ability to make pro-rata draws for debt service  payments and
other operating  expenses to the extent cash flow of the Operating  Partnerships
was insufficient to make the required payments under the modified mortgages. The
release of the Operating Deficit Escrow was based upon the later of (i) the date
on which  the  Operating  Partnerships  satisfy  the  Lender as to the 110% debt
service coverage ratio requirements on the mortgages or (ii) January 1, 1996 (to
coincide  with  the   expiration   of  Federal   income  tax  recapture  of  the
rehabilitation  credits).  During April,  1995,  the Operating  General  Partner
submitted  to the  Lender  the  operating  statement  of the  Complex  for 1994,
reflecting  that the 1994  operations  satisfied the 110% debt service  coverage
ratio  requirement.  Such submission was reviewed by the Lender and was approved
in June,  1995 and the letters of credit were released by the Lender in January,
1996.

     Chase and the Partnership each provided advances of $317,713 as of December
31, 1995, with aggregate  interest of approximately  $126,000 accrued thereon by
the Operating Partnerships.  However, the Operating General Partner entered into
an  agreement  with Chase on July 5, 1995  whereby  Chase  agreed to release the
Operating  Partnerships from  substantially  all of the outstanding  liabilities
owed to Chase in  connection  with  outstanding  advances  and accrued  interest
thereon (discussed above) in return for the release of its outstanding letter of
credit in January,  1996.  Accordingly,  the Operating  Partnerships  recorded a
forgiveness of the outstanding debt and accrued interest as of December 31, 1995
in the aggregate of $370,201 and reflected such  forgiveness as an extraordinary
gain in the statement of operations for the year then ended.  As of February 28,
1997, the Partnership has accrued  interest  receivable of $98,436 in connection
with the advances provided.

     Because of the outstanding advances, the Operating Partnerships are subject
to restrictions concerning cash flow distributions. Cash flow, if any, generated
subsequent  to 1995 may be  retained  by the  Operating  Partnerships  or may be
distributed  at the  discretion of management.  If  distributed,  such cash flow
distributions  must follow the  priority of (i)  accrued  interest  owing to the
Partnership,  (ii)  principal  owing to the  Partnership  and (iii)  thereafter,
pursuant to the terms of the limited  partnership  agreements  of the  Operating
Partnerships. To the extent there are proceeds from a future sale or refinancing
of the Complex, the Partnership will receive 100% of any such proceeds available
for  distribution  until  the 7%  cumulative  preferred  distribution  has  been
achieved.  Through  December  1996,  the cumulative  preferred  distribution  is
approximately  $8,086,000.  Although  recent rental market  conditions have been
strong, management has been building up its cash balance (approximately $563,000
as of December 31, 1996) to protect against  potential adverse changes in market
conditions and  unanticipated  expenses.  Accordingly,  the Partnership does not
anticipate  making  significant  cash flow  distributions in the near future and
cannot determine the extent of cash flow distributions over the long term. As of
December  31,  1996,  the  Operating  Partnerships'  balance in the  replacement
reserves  account,  which is  controlled  by the  Lender to be used for  certain
repairs or capital improvements, was approximately $518,000.

     As of December 31, 1996, the Operating  Partnerships' liquidity is improved
compared to December 31, 1995, with cash and cash  equivalents  having increased
by  approximately  $482,000  and the  replacement  reserve  having  increased by
approximately $200,000. Although accounts payable and accrued expenses decreased
by  approximately  $17,000,  amounts due to related  parties,  which  balance is
$1,660,566 as of December 31, 1996,  increased by approximately  $179,000 due to
the accrual of management fees and investor service fees.

     Cash and cash  equivalents  of the  Partnership  as of  February  28,  1997
includes  approximately  $582,000 which was released from the Operating  Deficit
Escrow.  Pursuant to the Partnership  Agreement,  the released Operating Deficit
Escrow of the Partnership may be held or utilized for other Partnership purposes
in the discretion of the General Partner. Presently, the General Partner intends
for the Partnership to hold such funds. During the year ended February 28, 1997,
the Partnership's  investment in Operating Partnerships decreased by $799,980 as
a result of the equity in loss of investment in Operating Partnerships.

     The annual investor service fees are payable from the operating  results of
the Operating  Partnerships  and from reserves.  As of February 28, 1997, due to
affiliates  includes  $125,000 of accrued  investor service fees, which includes
the Partnership's expense for the last five fiscal periods and $50,000 otherwise
payable from the final  distribution of the guaranteed  investment  contracts in
January, 1992.

     Results of Operations

     The  Partnership's  operating  results  are  dependent  upon the  operating
results of the  Operating  Partnerships  and are  significantly  impacted by the
policies of the Operating  Partnerships.  Registrant accounts for its investment
in Operating  Partnerships  in accordance  with the equity method of accounting.
Under the equity method of accounting,  the investment is carried at cost and is
adjusted for

                                           6

<PAGE>



Registrant's share of the Operating  Partnerships'  results of operations and by
any cash distributions received.  Equity in loss of each investment in Operating
Partnership  allocated to Registrant is recognized to the extent of Registrant's
investment balance in each Operating  Partnership.  Any equity in loss in excess
of Registrant's  investment balance in an Operating  Partnership is allocated to
other partners'  capital in each such Operating  Partnership.  As a result,  the
equity in loss of investment in Operating  Partnerships  is expected to decrease
as Registrant's  investment  balances in the respective  Operating  Partnerships
become zero.

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

     Year Ended February 28, 1997

     During the year ended February 28, 1997, the Partnership earned interest of
approximately $51,000 including $21,000 of accrued interest on advances provided
to the Operating  Partnerships  discussed above.  During the year ended February
28, 1997, interest earnings increased compared to the previous fiscal period due
to  the  average  increase  of  short-term  interest  rates.  The  Partnership's
operating expenses (which include accrued investor service fees of $15,000) were
comparable to the year ended  February 29, 1996.  The operating  expenses of the
Partnership  are  not  expected  to  vary  significantly  in  the  near  future.
Registrant's  equity in loss in  Operating  Partnerships  does not include a 99%
allocation  of the  loss  reported  by  the  Operating  Partnerships  due to the
nonrecognition  of losses in excess of Registrant's  investment in Dixon Mills I
of approximately $47,000, in accordance with the equity method of accounting.

     The Operating Partnerships reported a net loss from operations for the year
ended December 31, 1996 in the amount of  approximately  $855,000,  inclusive of
depreciation  and  amortization  of  approximately   $1,363,000.   However,  the
Operating  Partnerships generated cash flow after required debt service payments
and required replacement reserve deposits of approximately $285,000 during 1996,
which  considers  principal  amortization  under  the  mortgages  (approximately
$223,000) and net deposits to required  escrows  (approximately  $200,000),  and
excludes  accrued fees to affiliates of the  Operating  General  Partner and the
General Partner (approximately $179,000) and accrued interest to the Partnership
(approximately  $21,000).  Occupancy remained high throughout 1996, resulting in
an improvement in operating results compared to 1995.

     The Operating  Partnerships did not utilize any replacement reserves during
1996. Although the results of operations have been stable,  management continues
to examine methods to stabilize  healthy occupancy rates while attempting modest
increases  in rental rates and to closely  monitor its  operating  costs.  As of
December 31, 1996, the occupancy rate was approximately 99%. Although operations
have significantly  improved since the mortgage  modification in June, 1992, the
future  operating  results of the Complex will be extremely  dependent on market
conditions (which have been very strong but include newly developed multi-family
housing in the area) and therefore may be subject to significant volatility.

     Year Ended February 29, 1996

     During the year ended February 29, 1996, the Partnership earned interest of
approximately  $43,000 on  restricted  funds  (discussed  above),  reserves  and
advances provided to the Operating Partnerships.  During the year ended February
29, 1996,  interest earnings slightly  increased compared to the previous fiscal
period due to the average increase of short-term  interest rates and a change in
interest rates on the restricted deposits. The Partnership's  operating expenses
(which include accrued  investor service fees of $15,000) were comparable to the
year ended February 28, 1995.

     The Operating Partnerships reported a net loss from operations for the year
ended December 31, 1995 in the amount of approximately $1,123,000,  inclusive of
depreciation and  amortization of approximately  $1,363,000 and exclusive of the
extraordinary  gain  recorded in  connection  with the  forgiveness  of the note
payable to Chase discussed above. However, the Operating  Partnerships generated
cash flow after required debt service payments and required  replacement reserve
deposits  of  approximately   $63,000  during  1995,  which  include   principal
amortization  under the mortgages  (approximately  $208,000) and net deposits to
required  escrows  (approximately   $154,000),  and  excludes  accrued  fees  to
affiliates  of  the   Operating   General   Partner  and  the  General   Partner
(approximately  $164,000),  and accrued  interest  to Chase and the  Partnership
(approximately  $21,000).  The occupancy  fluctuated during 1995 while operating
expenses increased  (primarily from increases in real estate taxes and insurance
and  planned  improvements  which were not funded  from  replacement  reserves),
resulting  in a decline in operating  results  compared to 1994.  The  Operating
Partnerships  did not  utilize  any  Operating  Deficit  Escrows or  replacement
reserves  during  1995.  As  of  December  31,  1995,  the  occupancy  rate  was
approximately 98%.

                                           7

<PAGE>



     Year Ended February 28, 1995

     During the year ended February 28, 1995, the Partnership earned interest of
approximately  $31,000 on  restricted  funds  (discussed  above),  reserves  and
advances provided to the Operating Partnerships.  During the year ended February
28, 1995,  interest earnings slightly  decreased compared to the previous fiscal
period  due to the  average  decrease  of  interest-bearing  deposits  and lower
interest  rates.  The  Partnership's  operating  expenses (which include accrued
investor service fees of $15,000) were comparable to the year ended February 28,
1994.

     The Operating Partnerships reported a net loss from operations for the year
ended December 31, 1994 in the amount of  approximately  $883,000,  inclusive of
depreciation  and  amortization  of  approximately   $1,369,000.   However,  the
Operating  Partnerships generated cash flow after required debt service payments
and required replacement reserve deposits of approximately $438,000 during 1994,
which  includes  principal  amortization  under  the  mortgages   (approximately
$140,000) and net deposits to required  escrows  (approximately  $106,000),  and
excludes  accrued fees to affiliates of the  Operating  General  Partner and the
General Partner (approximately  $150,000), and accrued interest to Chase and the
Partnership  (approximately  $41,000).  The improved occupancy during the second
half of 1993 was maintained  throughout 1994 while operating  expenses increased
slightly,  resulting  in  improved  operating  results  in 1994.  The  Operating
Partnerships  did not utilize any Operating  Deficit  Escrows during 1994. As of
December 31, 1994, the occupancy rate was approximately 97%.

     Inflation

     Inflation is not expected to have a material adverse impact on Registrant's
revenues during its period of equity ownership in the Operating Partnerships.

Item 8.Financial Statements and Supplementary Data

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

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

     None.

                                           8

<PAGE>



                                        PART III

Item 10Directors 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  49     President and Director

Robert H. Wilder, Jr. 51     Executive Vice President, Assistant Secretary, 
                             Treasurer and Director.

Gina S. Scotti        41     Secretary

     Richard Paul Richman,  49 years old, is President and Director of WRHC. Mr.
Richman  graduated  from the Columbia  University Law School with a Juris Doctor
degree, the Columbia University Graduate School of Business  Administration with
a Master of  Business  Administration  degree  and  Syracuse  University  with a
Bachelor of Arts degree in Political Science.  Mr. Richman has over ten years of
extensive  experience in both the  development  and  management  of  residential
properties.  From 1973 until 1979,  Mr. Richman  practiced  corporate law in New
York City with the law firm of Greenbaum, Wolff & Ernst and then as a partner of
Shipley, Richman & Nierenberg. For over six years, Mr. Richman acted as a lawyer
in connection with the development,  syndication and tax issues relating to real
estate.  Since 1988, Mr. Richman has been the President and sole  stockholder of
The  Richman  Group,  Inc.  and the  managing  partner of The  Richman  Group of
Connecticut,  L.L.C.  In recent years,  Mr. Richman has devoted full time to the
syndication and development of real estate. Mr. Richman was a vice president and
shareholder of Related Housing Companies  Incorporated,  New York, New York from
1978 until mid-1979 with  responsibility for that company's project  acquisition
and  syndication  activities.  Mr.  Richman  has been a member  of the  National
Advisory Board of the Housing and Development  Reporter, a bi-weekly publication
of the Bureau of  National  Affairs,  Inc.,  a frequent  speaker on real  estate
syndication,  and a member of the New York State Historic Credit Task Force, the
National  Leased Housing  Association,  the Coalition to Preserve the Low-Income
Tax  Credit  and  the  Minority  Developer  Assistance  Corporation  (which  was
established by the New York State Battery Park Commission).

     Robert H. Wilder, Jr., 51 years old, is Executive Vice President, Secretary
and Treasurer and Director of WRHC. Mr. Wilder  graduated from the University of
Michigan  with a Bachelor  of Arts  degree in  Economics  and from the  Columbia
University Graduate School of Business with a Master of Business  Administration
degree.   After  graduation  in  1968,  Mr.  Wilder  joined  James  D.  Landauer
Associates,  Inc., a national  real estate  consulting  firm,  where his account
responsibilities   included  feasibility  studies,  market  analyses,  land  use
studies,  portfolio valuations and appraisals of industrial,  office, commercial
and multi-family properties.  From 1973 until mid-1979, Mr. Wilder was executive
vice president and shareholder of Related Housing  Companies  Incorporated,  New
York, New York, and was responsible for mortgage financing and construction loan
placement and the  supervision  of the  development  of the company's  projects.
Since 1988,  Mr. Wilder has been the President  and sole  shareholder  of Wilder
Property Companies Inc. Mr.
Wilder is also a licensed real estate broker in New York and Connecticut.

     Gina S.  Scotti,  41 years old, is Secretary of WRHC.  Ms.  Scotti,  a Vice
President  and  Secretary of The Richman  Group,  Inc.  and  Secretary of Wilder
Richman  Corporation  ("WRC"),  joined WRC in 1984 as a special assistant to the
President,  and has been the Director of Investor  Services with  responsibility
for all communications with investors since 1986.

                                           9

<PAGE>



Item 11. Executive Compensation

     The Partnership is not required to pay the officers,  directors or partners
of the General Partner any direct  compensation,  and no such  compensation  was
paid during the year ended February 28, 1997.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     No person or group is known by the Partnership to be the owner of record of
more than 5% of the outstanding Units as of February 28, 1997.


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 pp. 117 - 124 of the Prospectus.

     Transactions with Affiliates of Management

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

     Wilder Richman Management Corporation ("WRMC"), an affiliate of the General
Partner,  became  a  co-management  agent of the  Complex  on July 1,  1992.  In
connection with these services,  WRMC earned management fees of $84,488 in 1996,
of which $35,005 was paid.

     Richman Asset Management, LLC., an affiliate of the General Partner, earned
compensation  in the amount of $60,000 in 1996 for its performance in connection
with investor services for the Partnership and the Operating  Partnerships,  all
of which was accrued.

     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, 1997 and February 29, 1996.


                                           10

<PAGE>



                                         PART IV

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

     a)Financial Statements

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

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

       (3)    Exhibits:

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

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

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

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

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

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

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

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

       (10C)  Dixon Mill Complex Financing Documents;*

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

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

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

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

       (10H)  Form of Repurchase Agreement;**

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

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


                                           11

<PAGE>




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

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

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

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

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

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

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

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

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

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

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

       (10V)  Management Agreement; ***

       (10W)  Chase Note; ***

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

        (27)  Financial Data Schedule.

*    Incorporated by Reference to Registrant's Form S-11 Registration  Statement
     as filed with the Securities and Exchange Commission on January 15, 1988.
**   Incorporated  by  Reference  to Amendment  No.1 to  Registrant's  Form S-11
     Registration Statement as filed with the Securities and Exchange Commission
     on May 9, 1988.
***  Submitted as exhibit to Form 10-K for the fiscal year ended February 29, 
     1992.
**** Incorporated by Reference to Proxy dated March 23, 1992.

     b)  Reports on Form 8-K

       None.

                                           12

<PAGE>



                                       SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the  undersigned,  thereunto  duly  authorized on the 30th day of May,
1997.


                                     Wilder Richman Historic Properties II, L.P.

                                     By:   Wilder Richman Historic Corporation, 
                                           General Partner


                                     By:
                                           Richard Paul Richman
                                           President and Director


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

































                                           13


<PAGE>



                                       SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 30th day of May, 1997.


                                   Wilder Richman Historic Properties II, L.P.

                                   By:   Wilder Richman Historic Corporation, 
                                         General Partner


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


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

                                           13

<PAGE>












                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          FINANCIAL STATEMENTS FOR THE

                         YEARS ENDED FEBRUARY 28, 1997,
                     FEBRUARY 29, 1996 AND FEBRUARY 28, 1995

                        AND INDEPENDENT AUDITORS' REPORT



                                       14

<PAGE>





                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


                          Financial Statements for the

                         Years Ended February 28, 1997,
                    February 29, 1996 and February 28, 1995

                        and Independent Auditors' Report





                                     C O N T E N T S

                                                                           Page

INDEPENDENT AUDITORS' REPORT                                                F-2


FINANCIAL STATEMENTS:

       Balance sheets                                                       F-3

       Statements of operations                                             F-4

       Statements of partners' equity                                       F-5

       Statements of cash flows                                             F-6

       Notes to financial statements                                 F-7 - F-14


























                                           F-1


<PAGE>








                              INDEPENDENT AUDITORS' REPORT






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



We have  audited the  accompanying  balance  sheets of Wilder  Richman  Historic
Properties  II, L.P. as of February  28, 1997 and  February  29,  1996,  and the
related statements of operations,  partners' equity and cash flows for the years
ended  February  28,  1997,  February  29, 1996 and  February  28,  1995.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Wilder  Richman  Historic
Properties  II,  L.P.  as of February  28,  1997 and  February  29, 1996 and the
results of its  operations,  changes in partners'  equity and cash flows for the
years ended  February  28,  1997,  February  29, 1996 and  February  28, 1995 in
conformity with generally accepted accounting principles.

/s/ Rosenburg, Neuwirth & Kuchner


April 21, 1997
New York, New York




















                                          F-2


<PAGE>



<TABLE>
<CAPTION>

                       WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                     BALANCE SHEETS







                                             February 28,       February 29,
           A S S E T S                           1997               1996
           -----------                       ------------         --------
<S>                                               <C>                 <C>
INVESTMENTS IN OPERATING PARTNERSHIPS
 (Notes 2, 3, 4 and 7)                        $2,059,757         $2,859,737

CASH AND CASH EQUIVALENTS (Note 2)               629,975            615,815

NOTE RECEIVABLE (Note 3)                         317,713            317,713

ACCRUED INTEREST RECEIVABLE (Note 3)              98,436             77,498
                                              ----------         ----------

                                              $3,105,881         $3,870,763



           LIABILITIES AND PARTNERS' EQUITY

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

       Due to related parties (Note 4)           139,201           124,201
                                              ----------        ----------

                                                 149,201           134,201

COMMITMENTS AND CONTINGENCIES (Notes 3 and 7)

PARTNERS' EQUITY (Notes 2 and 5):

       Limited partners' equity                3,093,422         3,865,505

       General partner's deficit                (136,742)         (128,943)
                                              ----------        ----------

                                               2,956,680         3,736,562

                                              $3,105,881        $3,870,763

</TABLE>


            


                        See notes to financial statements

                                           F-3


<PAGE>
<TABLE>
<CAPTION>



                    WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                             STATEMENTS OF OPERATIONS



                                                                                                        Year ended
                                     February 28,  February 29,  February 28,

                                        1997           1996         1995
                                        ----           ----         ----
<S>                                     <C>            <C>          <C>
Revenues:

Interest income                        $  50,994     $ 43,259       $ 30,858
                                    ------------   ----------    -----------


Expenses:

    Operating                             30,896      34,629         32,656
                                     -----------   ---------    -----------

         Income (loss) from operations    20,098       8,630         (1,798)

Equity in loss of Operating
 Partnerships before extraordinary item (799,980) (1,111,892)      (873,701)
                                       ---------   ---------    -----------

Net loss before extraordinary item      (779,882) (1,103,262)      (875,499)
                                     -----------  ----------    -----------

Extraordinary item - Equity in
 forgiveness of debt of Operating
 Partnerships (Note 3)                        -      366,499             -
                                    -----------  -----------    -----------

         NET LOSS                   $  (779,882)  $ (736,763)   $  (875,499)
                                    ===========   ===========    ===========

Net loss attributable to:

    Limited partners                 $ (772,083)   $(729,395)    $ (866,744)

    General partner                      (7,799)      (7,368)        (8,755)
                                    -----------    ---------     ----------

                                    $  (779,882)   $(736,763)    $ (875,499)
                                     ===========  ===========   ===========

Net loss per unit of limited
 partnership interest before
 extraordinary item (800 units)            (965)      (1,365)        (1,083)

Extraordinary item                            -          453              -
                                    -----------  -----------    ------------

Net loss per unit of limited
 partnership interest                 $   (965)     $   (912)     $  (1,083)
                                    ==========   ===========     ==========


</TABLE>





                        See notes to financial statements

                                        F-4



<PAGE>
<TABLE>
<CAPTION>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

                         YEARS ENDED FEBRUARY 28, 1997,
                    FEBRUARY 29, 1996 AND FEBRUARY 28, 1995









                                                        Limited       General
                                            Total       partners      partner
<S>                                          <C>           <C>          <C>
Partners' equity (deficit),  
  March 1, 1994                         $5,348,824     $5,461,644   $ (112,820)

Net loss, year ended 
  February 28,  1995                      (875,499)      (866,744)      (8,755)
                                        ----------     ----------   ----------

Partners' equity (deficit), 
  February 28, 1995                      4,473,325      4,594,900     (121,575)

Net loss, year ended February 
  29, 1996                                (736,763)      (729,395)      (7,368)
                                        ----------     ----------   ----------

Partners' equity (deficit), 
  February 29, 1996                      3,736,562      3,865,505     (128,943)

Net loss, year ended February 
  28, 1997                                (779,882)      (772,083)      (7,799)
                                        ----------     ----------   ----------

Partners' equity (deficit), 
  February 28, 1997                     $2,956,680     $3,093,422   $ (136,742)
                                        ==========     ==========   ==========

Limited partnership units outstanding at
  February 28, 1997,  February 29, 1996
  and February 28, 1995                                       800
                                                              ===

</TABLE>





















                        See notes to financial statements

                                        F-5


<PAGE>
<TABLE>
<CAPTION>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                              STATEMENTS OF CASH FLOWS








                                                                                               Year ended
                                      February 28,   February 29,   February 28,

                                         1997            1996           1995
                                         ----            ----           ----
<S>                                     <C>            <C>              <C>
CASH FLOWS FROM OPERATING 
ACTIVITIES:
  Net loss                         $ (779,882)       $(736,763)      $(875,499)
                                   ----------      -----------     -----------
  Adjustments to reconcile net 
   loss to net cash (used in) 
   provided by operating 
   activities:
     Equity in loss of Operating
      Partnerships                    799,980         745,393          873,701
     Changes in assets and 
      liabilities:
       Decrease in restricted cash                    582,287
       Increase in accrued interest 
         receivable                   (20,938)        (20,938)         (20,938)
       Increase in due to related 
         parties                       15,000          15,000           15,000
                                  -----------     -----------      -----------

        Total adjustments             794,042       1,321,742          867,763
                                  -----------     -----------      -----------

        Net cash provided by 
          (used in)operating 
           activities                 14,160         584,979            (7,736)
                                 -----------     -----------       -----------


NET INCREASE (DECREASE) IN 
 CASH AND CASH EQUIVALENTS            14,160        584,979            (7,736)

CASH AND CASH EQUIVALENTS, 
 beginning of year                   615,815         30,836            38,572
                                ------------     ----------      ------------

CASH AND CASH EQUIVALENTS,
 end of year                       $ 629,975     $  615,815         $  30,836
                                 ===========    ===========       ===========



</TABLE>









                          See notes to financial statements

                                         F-6


<PAGE>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            NOTES TO FINANCIAL STATEMENTS

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



1.    ORGANIZATION

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

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

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


2.    SIGNIFICANT ACCOUNTING POLICIES

      Financial statements

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

      Investments in Operating Partnerships

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

      Syndication costs

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












                                         F-7


<PAGE>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income taxes

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

      Cash and cash equivalents

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

      Fiscal year

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

      Use of estimates

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


3.    INVESTMENTS IN OPERATING PARTNERSHIPS

      The Investments in Operating Partnerships are as follows:
<TABLE>
<CAPTION>
                                   Dixon       Dixon        Dixon
                                  Mill I      Mill II     Mill III      Total
      <S>                          <C>          <C>          <C>         <C>
      Balance, March 1, 1994     $803,058   $1,739,423   $1,936,350  $4,478,831

      Equity in loss of
       Operating Partnerships    (255,941)    (394,712)    (223,048)   (873,701)
                               ----------   ----------   ----------  ----------

      Balance, February 28, 
        1995                      547,117    1,344,711    1,713,302   3,605,130

      Equity in loss of
       Operating Partnerships    (269,033)    (365,973)    (110,387)   (745,393)
                               ----------   ----------   ----------  ----------

      Balance, February 29, 
        1996                      278,084      978,738    1,602,915   2,859,737

      Equity in loss of
       Operating Partnerships    (278,084)    (346,227)    (175,669)   (799,980)
                               ----------   ----------   ----------  ----------

      Balance, February 28, 
       1997                       $    -    $  632,511   $1,427,246  $2,059,757
                              ===========   ==========   ==========  ==========


</TABLE>

                                         F-8


<PAGE>
<TABLE>
<CAPTION>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



3.    INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)


      The combined balance sheets of the Operating  Partnerships at December 31,
1996 and 1995 are shown below.

                                                             December 31,
                                                          1996           1995
       <S>                                                 <C>           <C>
      Assets:
        Land                                          $ 1,150,473   $ 1,150,473
        Buildings (net of accumulated depreciation
         of $9,869,372 and $8,549,669 in 1996 and
         1995, respectively)                           42,739,754    44,059,457
        Cash and cash equivalents                         563,084        80,531
        Deferred costs                                    580,814       624,448
        Mortgage escrow deposits                          902,221       848,818
        Tenant security deposits                          630,000       601,984
        Other assets                                        1,935        71,098
                                                     ------------  ------------

             Total assets                             $46,568,281   $47,436,809
                                                      ===========   ===========

      Liabilities:
        Mortgages payable                             $27,015,128   $27,237,789
        Note payable                                      317,713       317,713
        Accounts payable and accrued expenses             118,418       135,598
        Accrued interest payable                          230,288       210,804
        Tenants' security deposits payable                630,000       601,984
        Due to general partner and affiliates           1,660,566     1,481,595
                                                    ------------- -------------

             Total liabilities                         29,972,113    29,985,483
                                                     ------------  ------------

      Partners' equity:
        Wilder Richman Historic Properties II, L.P.     2,059,757     2,859,737
        General partner                                14,536,411    14,591,589

             Total partners' equity                    16,596,168    17,451,326
                                                      -----------   -----------

             Total liabilities and partners' equity   $46,568,281   $47,436,809





</TABLE>






                                         F-9


<PAGE>
<TABLE>
<CAPTION>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



3. INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

   The combined  statements of operations of the Operating  Partnerships for the
   years ended December 31, 1996, 1995 and 1994 are as follows:

                                   Year ended
                                                                                            December 31,
                                                1996        1995         1994
                                                ----        ----         ----
       <S>                                     <C>           <C>          <C>
      Revenues:
        Rent                               $5,530,885  $ 5,196,552  $ 5,148,859
        Interest                               14,497       11,419        5,267
                                          -----------  -----------  -----------

                                            5,545,382    5,207,971    5,154,126
                                          ----------- ------------ ------------
      Expenses:
        Administrative                        978,505      972,779      879,316
        Operating                           2,041,985    1,978,650    1,756,166
        Management fees                       168,976      153,281      151,435
        Interest                            1,847,737    1,863,047    1,880,529
        Depreciation and amortization       1,363,337    1,363,337    1,369,206
                                          ----------- ------------ ------------

                                            6,400,540    6,331,094    6,036,652
                                          ----------- ------------ ------------

      Loss before extraordinary item         (855,158)  (1,123,123)    (882,526)

      Extraordinary item - forgiveness 
          of debt                                   -      370,201           -
                                          -----------  -----------   ----------

          NET LOSS                        $  (855,158) $  (752,922) $  (882,526)
                                          ===========   ===========  ===========

      Loss before extraordinary item
       allocated to Wilder Richman Historic
       Properties II, L.P.                 $ (799,980) $(1,111,892)  $ (873,701)

      Extraordinary item                         -         366,499            -
                                          -----------  ------------  ----------

      Net loss allocated to Wilder Richman
       Historic Properties II, L.P.        $ (799,980) $   (745,393)$  (873,701)
                                           ==========  ============ ===========

      Loss before extraordinary item
       allocated to Dixon Venture Corp.    $  (55,178)  $  (11,231) $    (8,825)

      Extraordinary item                            -        3,702           -
                                         ------------   ----------   -----------

      Net loss allocated to Dixon 
          Venture  Corp.                   $  (55,178) $    (7,529)   $  (8,825)
                                           ==========   ==========  ===========


</TABLE>



                                        F-10


<PAGE>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



3.  INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

    In  connection  with the  modification  of the  mortgages  of the  Operating
    Partnerships  on June 11, 1992, the  Partnership  provided (i) an advance of
    $300,000 to assist in covering costs  associated with such  modification and
    (ii) a letter of credit to Federal National Mortgage  Association  ("FNMA"),
    the lender, in the amount of $600,000. Such letter of credit was provided to
    assist in covering  future  operating  shortfalls,  if any, of the Operating
    Partnerships  in order to avoid  default  under  their  respective  mortgage
    obligations.  The term of the letter of credit was the later of (i)  January
    1, 1996 or (ii) the ability of the  operating  Partnerships  to operate at a
    debt  service  coverage  ratio  of 1.10  for a  twelve  month  period.  Such
    condition was satisfied for the twelve-month period ended December 31, 1994;
    accordingly,  the Partnership's  letter of credit was released on January 1,
    1996.  The  Partnership  provided an advance of $17,713 during 1992 to cover
    operating shortfalls pursuant to the terms of the mortgage modification.

    Any such  advances  bear  interest at 6.5% per annum and are  guaranteed  by
    principals  of the  Operating  General  Partner to the extent that such sums
    would have  otherwise  been  advanced  pursuant to their  operating  deficit
    guarantee  obligation.  Outstanding  advances  as of  February  28, 1997 and
    February  29, 1996  amounted to $317,713  with accrued  interest  thereon of
    $98,436  and  $77,498  at  February   28,  1997  and   February   29,  1996,
    respectively. The outstanding advances and accrued interest are reflected in
    Note Payable and Accrued  Interest  Payable in the combined balance sheet of
    the Operating Partnerships presented above.


4.  RELATED PARTY TRANSACTIONS

    An annual  investor  services  fee is payable to an affiliate of the general
    partner of the Partnership in the amount of $15,000 from the Partnership and
    each of the  Operating  Partnerships.  At February 28, 1997 and February 29,
    1996, due to related parties includes $125,000 and $110,000, respectively of
    Investor  Services  fees  payable  from the  Partnership  and the  Operating
    Partnerships.

    At February  28, 1997 and February  29,  1996,  due to related  parties also
    includes $9,846 due to the Operating Partnerships.

    An  affiliate  of the  General  Partner  is the  co-management  agent of the
    properties owned by the Operating  Partnerships.  Pursuant to the management
    agreement  such  management  fees are not to  exceed  1.5% of  annual  gross
    operating  revenues of the Complex.  The affiliated  management agent earned
    $84,488  and  $76,641  in the  years  ended  December  31,  1996  and  1995,
    respectively of which $35,005 and $35,004 were paid in 1996 and 1995.


















                                        F-11


<PAGE>




                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



5.    PARTNERS' EQUITY

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

      Distributions

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

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

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

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

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

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

























                                        F-12


<PAGE>
<TABLE>
<CAPTION>



                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995




6.    TAXABLE LOSS

      A  reconciliation  of the financial  statement loss of the Partnership for
      the years ended February 28, 1997, February 29, 1996 and February 28, 1995
      to the net loss as shown on the tax returns  for the years ended  December
      31, 1996, 1995 and 1994 is as follows:

                                   Year ended
                                                       December 31,
                                               1996          1995       1994
                                               ----          ----       ----
       <S>                                      <C>          <C>         <C>
      Financial statement loss as of
       February 28, 1997, February 29, 1996
       and February 28, 1995, respectively  $(779,882)   $(736,763)  $(875,499)

      Less  transactions  occurring  during  
       January  1 to  end of  February  of
       respective periods:
        Interest income                        (1,393)     (1,362)     (1,237)
        Operating expenses, including fees
         not deductible under Internal
         Revenue Code Section 267              15,000      15,000      15,000
                                        -------------  ----------  ----------

                                             (766,275)   (723,125)   (861,736)

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

      Forgiveness of debt                     366,499    (366,499)         -

      Excess of depreciation expense of 
       the operating partnerships for 
       income tax purposes over financial 
       reporting purposes                  (1,048,735)   (817,582)  (1,110,420)
                                           ----------  ----------    ---------

      Taxable loss                        $(1,448,511)$(1,907,206) $(1,972,156)
                                          ===========  ==========   ==========


</TABLE>











                                        F-13


<PAGE>





                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)

       YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995



7.    COMMITMENTS AND CONTINGENCIES

      Preferred return

     Pursuant to the Partnership  Agreement,  the investor  limited partners are
     entitled to an annual  preferred return in the amount of 7% of the investor
     limited  partners'  adjusted  contributions  outstanding from time to time,
     subject  to  cash  flow  available  for  distribution   (including   lender
     restrictions). As of December 31, 1996, the cumulative preferred amount due
     from the Operating Partnerships is $8,086,602. Any cumulative shortfall not
     recovered out of future cash flow  distributions  will be payable from sale
     or refinancing proceeds, to the extent available.



































                                        F-14



<PAGE>



                               DIXON MILLS ASSOCIATES


                        COMBINED FINANCIAL STATEMENTS FOR THE

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                          AND INDEPENDENT AUDITORS' REPORT




<PAGE>






                               DIXON MILLS ASSOCIATES


                        Combined Financial Statements for the

                    Years Ended December 31, 1996, 1995 and 1994

                        and Independent Auditors' Report






                                   C O N T E N T S

                                                                         Page

INDEPENDENT AUDITORS' REPORT                                             F-17


COMBINED FINANCIAL STATEMENTS:

    Combined balance sheets                                              F-18

    Combined statements of operations                                    F-19

    Combined statements of partners' equity                              F-20

    Combined statements of cash flows                                    F-21

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























                                        F-16



<PAGE>



                            INDEPENDENT AUDITORS' REPORT




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

and

Partners
Wilder Richman Historic Properties II, LP
Greenwich, Connecticut


We have  audited  the  accompanying  combined  balance  sheets  of  Dixon  Mills
Associates  as of December  31, 1996 and 1995,  and the  related  statements  of
operations,  partners'  equity and cash flows for the years ended  December  31,
1996, 1995 and 1994. These financial  statements are the  responsibility  of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Dixon Mills Associates,  as of
December  31,  1996 and 1995,  and the  results  of its  operations,  changes in
partners'  equity and cash flows for the years ended December 31, 1996, 1995 and
1994 in conformity with generally accepted accounting principles.


/s/ Rosenburg, Neuwirth & Kuchner



February 21, 1997
New York, New York





















                                        F-17


<PAGE>
<TABLE>
<CAPTION>


                               DIXON MILLS ASSOCIATES


                               COMBINED BALANCE SHEETS

                                                              December 31,
           A S S E T S                                     1996        1995
           -----------                                     ----        ----
<S>                                                        <C>          <C>     
LAND (Notes 2 and 5)                                    $1,150,473  $ 1,150,473

BUILDINGS (net of accumulated depreciation
 of $9,869,372 and $8,549,669 in 1996 and 1995,
 respectively) (Notes 2 and 5)                          42,739,754   44,059,457

CASH AND CASH EQUIVALENTS (Note 2)                         563,084       80,531

DEFERRED COSTS (Note 2)                                    580,814      624,448

MORTGAGE ESCROW DEPOSITS (Note 5)                          902,221      848,818

TENANT SECURITY DEPOSITS                                   630,000      601,984

OTHER ASSETS                                                 1,935       71,098
                                                      ------------  -----------

                                                       $46,568,281  $47,436,809

           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:

    Mortgages payable (Note 5)                         $27,015,128  $27,237,789

    Note payable (Note 6)                                  317,713      317,713

    Accounts payable and accrued expenses                  118,418      135,598

    Accrued interest payable (Notes 5 and 6)               230,288      210,804

    Tenants' security deposits payable                     630,000      601,984

    Due to general partner and
    affiliates (Notes 4 and 6)                           1,660,566    1,481,595
                                                      ------------ ------------

                                                        29,972,113   29,985,483
COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' EQUITY (Note 3):

    WILDER RICHMAN HISTORIC
     PROPERTIES II, L.P., LIMITED PARTNER                2,059,757    2,859,737

    DIXON VENTURE CORP., GENERAL PARTNER                14,536,411   14,591,589
                                                       -----------  -----------

                                                        16,596,168   17,451,326

                                                       $46,568,281  $47,436,809

</TABLE>

                     See notes to combined financial statements

                                        F-18


<PAGE>
<TABLE>
<CAPTION>


                               DIXON MILLS ASSOCIATES

                          COMBINED STATEMENTS OF OPERATIONS

                                                      Year ended
                                                                                              December 31,
                                               1996        1995           1994
                                               ----        ----          -----
<S>                                           <C>          <C>          <C>
Revenues:
    Rent                                   $5,530,885   $5,196,552   $5,148,859
    Interest                                   14,497       11,419        5,267
                                           ----------  -----------  -----------

                                            5,545,382    5,207,971    5,154,126
                                           ----------  -----------  -----------
Expenses:
    Administrative                            978,505      972,779      879,316
    Operating                               2,041,985    1,978,650    1,756,166
    Management fees (Note 4)                  168,976      153,281      151,435
    Interest (Notes 5 and 6)                1,847,737    1,863,047    1,880,529
    Depreciation and amortization           1,363,337    1,363,337    1,369,206
                                           ----------  -----------  -----------

                                            6,400,540    6,331,094    6,036,652
                                           ----------  -----------  -----------

Loss before extraordinary item               (855,158)  (1,123,123)    (882,526)

Extraordinary item - forgiveness
 of debt (Note 6)                                -         370,201           -
                                         ------------  -----------  -----------

        NET LOSS                           $ (855,158) $  (752,922) $  (882,526)
                                           ==========  ===========  ===========

Loss before extraordinary item
 allocated to Wilder Richman Historic
 Properties II, L.P.                       $ (799,980) $(1,111,892)  $ (873,701)

Extraordinary item                               -         366,499            -
                                          -----------  ------------  -----------

Net loss allocated to Wilder Richman
 Historic Properties II, L.P.              $ (799,980) $  (745,393) $  (873,701)
                                           ==========  ===========  ===========

Loss before extraordinary item
 allocated to Dixon Venture Corp.          $  (55,178) $   (11,231) $    (8,825)

Extraordinary item                               -           3,702            -
                                          ------------  -----------   ----------

Net loss allocated to Dixon Venture
 Corp.                                     $  (55,178) $    (7,529) $    (8,825)
                                           ==========  ===========  ===========

</TABLE>











                     See notes to combined financial statements

                                        F-19


<PAGE>
<TABLE>
<CAPTION>




                               DIXON MILLS ASSOCIATES


                       COMBINED STATEMENTS OF PARTNERS' EQUITY

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994




                                                        Limited      General
                                            Total       partner      partner

<S>                                          <C>          <C>          <C>
Partners' equity, January 1, 1994        $19,086,774   $4,478,831  $14,607,943

Net loss, year ended December 31, 1994      (882,526)    (873,701)      (8,825)
                                         -----------   ----------  -----------

Partners' equity, December 31, 1994       18,204,248    3,605,130   14,599,118

Net loss, year ended December 31, 1995      (752,922)    (745,393)      (7,529)
                                         -----------   ----------  -----------

Partners' equity, December 31, 1995       17,451,326    2,859,737   14,591,589

Net loss, year ended December 31, 1996      (855,158)    (799,980)     (55,178)
                                         -----------   ----------  -----------

Partners' equity, December 31, 1996      $16,596,168   $2,059,757  $14,536,411
                                         ===========   ==========  ===========


</TABLE>























                     See notes to combined financial statements

                                        F-20


<PAGE>
<TABLE>
<CAPTION>




                               DIXON MILLS ASSOCIATES

                          COMBINED STATEMENTS OF CASH FLOWS



                                                            Year ended
                                                                                                December 31,
                                                   1996        1995        1994
                                                   ----        ----        ----
<S>                                                <C>           <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                  $(855,158)  $(752,922)  $(882,526)
                                              ---------   ---------   ---------
    Adjustments to reconcile net loss to
     net cash provided by operating
     activities:
      Depreciation and amortization           1,363,337   1,363,337   1,369,206
      Forgiveness of debt - note payable            -      (317,714)         -
    Change in assets:
      Increase in mortgage escrow deposits      (53,403)   (491,546)   (117,796)
      Increase in tenant security deposits      (28,016)   (111,102)    (52,277)
      Decrease (increase) in other assets        69,163     (34,004)     33,761
      Decrease (increase) in real estate tax
       receivable                                   -       208,442    (208,442)
    Change in liabilities:
      (Decrease) increase in accounts payable
       and accrued expenses                     (17,180)     17,159      83,727)
      Increase (decrease) in accrued interest
       payable                                   19,484     (32,948)     25,367
      Increase in tenants security deposit       28,016     111,102      52,277
      Increase in due to General Partner
       and affiliates                           178,971     164,101     161,436
                                            -----------  ----------  ----------

         Total adjustments                    1,560,372     876,827   1,179,805
                                            -----------   ---------   ---------

         Net cash provided by
          operating activities                  705,214    123,905      297,279
                                            -----------   --------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                        -           -      (35,826)
                                           ----------  ----------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of mortgages payable             (222,661)   (208,229)    (139,796)
                                            ---------  ----------   ----------

INCREASE (DECREASE) IN CASH                   482,553     (84,324)     121,657

CASH, beginning of year                        80,531     164,855       43,198
                                          -----------   ---------  -----------

CASH, end of year                         $   563,084   $  80,531   $  164,855
                                          ===========   =========== ==========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for interest        $ 1,828,253  $1,843,507   $1,855,162
                                          ===========  ==========   ==========

</TABLE>



                     See notes to combined financial statements

                                        F-21


<PAGE>




                               DIXON MILLS ASSOCIATES

                       NOTES TO COMBINED FINANCIAL STATEMENTS

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1.  COMBINATION AND ORGANIZATION

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

      Description of the business

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

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


2.  SIGNIFICANT ACCOUNTING POLICIES

      Financial statements

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

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

      Land and buildings

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

      Effective  for the year ended  December 31, 1996 the  Partnership  adopted
      Statement of Financial  Accounting Standards ("SFAS") No. 121, "Accounting
      for  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to be
      Disposed of." This standard  requires that  long-lived  assets and certain
      identifiable  intangibles  held  and used by an  entity  be  reviewed  for
      impairment  whenever events or changes in circumstances  indicate that the
      carrying amount of an asset may not be recoverable.













                                        F-22


<PAGE>




                               DIXON MILLS ASSOCIATES

                 NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income taxes

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

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

      Cash and cash equivalents

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

      Deferred costs

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

      Use of Estimates

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

      Reclassifications and other

      Certain  balances  in the 1995 and 1994  financial  statements  have  been
      reclassified to conform to the presentation used in 1996.


3.    PARTNERS' EQUITY

      In accordance with the Partnership agreement,  income and losses are to be
      allocated  1% and 99% to the  general  partner  and the  Limited  Partner,
      respectively.

      Any equity in loss in excess of the Limited Partner's  investment  balance
      in an operating partnership is allocated to the General Partner.










                                        F-23


<PAGE>




                               DIXON MILLS ASSOCIATES

                 NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



3.    PARTNERS' EQUITY (CONTINUED)

      Distributions

      The partnership agreements of the Operating Partnerships provide that cash
      flow from operations will be distributed 99% to the Limited Partner and 1%
      to the Operating  General Partner until the Limited Partner has received a
      7% preferred  return (the  "Preference  Amount") on their initial  capital
      contributions.  The  balance,  if any,  would  be  distributed  75% to the
      limited partner and 25% to the Operating General Partner. For years ending
      through  December 31, 1991, any  insufficient  cash flow  (shortfall) from
      operations and/or  distributions from the guaranteed  investment contracts
      to make distributions  equal to the Preference Amount will be paid at sale
      or refinancing  to the extent  proceeds are available and after payment of
      all debt service and  outstanding  loans  payable (Note 6). If in any year
      after 1992 cash flow  distributions  are less than the Preference  Amount,
      such shortfalls will increase the amount that is distributable  99% to the
      limited  partner  and 1% to the  general  partner in any  subsequent  year
      before the ratio in which distributions of cash flow are shared at 75% for
      the  Limited  Partner  and 25%  for 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.  To date,  the  Operating  Partnerships  have  provided
      distributions only to the extent of proceeds generated from the guaranteed
      investment  contracts discussed above. The cumulative preferred amount due
      to the limited  partners at December 31, 1996 is  $8,086,602.  There is no
      assurance that all or a portion of such amount will be paid, and no amount
      has been accrued.

      Distributions of annual net cash flow are subject to the provisions of the
      notes payable (Note 6).

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

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

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

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

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


















                                        F-24


<PAGE>
<TABLE>
<CAPTION>



                               DIXON MILLS ASSOCIATES

                 NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



4.    RELATED PARTY TRANSACTIONS

      DVC has  complete  authority,  management  and  control  of the  Operating
      Partnerships.   The  Operating  Partnerships,  in  the  normal  course  of
      business, have transactions with related parties.  Included in the balance
      sheet are the following items:

        Due to(from):
                                                           1996         1995
          <S>                                              <C>          <C>
          Morris Property Management                   $  306,888   $   222,400
          Morris Realty                                    (5,259)       (5,259)
          DVC                                             936,830       936,830
          Wilder Richman Management Corporation           242,107       192,624
          RG Housing Advisors, Inc.                        90,000        90,000
          Richman Asset Management, LLC                    90,000        45,000
                                                    ------------- -------------

                                                       $1,660,566    $1,481,595
      </TABLE>
      The Operating  Partnerships  incurred annual  property  management fees to
      Wilder  Richman  Management  Corp.  ("WRMC"),  an affiliate of the Limited
      Partner,  in the amount of $84,488 in 1996, $76,641 in 1995 and $75,717 in
      1994.
      WRMC  received   payments  of  $35,005  and  $35,004  in  1996  and  1995,
      respectively.

      In addition, property management fees of $84,488, $76,640 and $75,718 were
      incurred  in  1996,  1995  and  1994,   respectively  to  Morris  Property
      Management.

      The Operating  Partnerships  incurred  investor service fees of $45,000 to
      Richman Asset  Management,  LLC in 1996 and 1995 and $45,000 to RG Housing
      Advisors,  Inc., in 1994.  Both  companies  are  affiliates of the Limited
      Partner.


5.    MORTGAGES PAYABLE

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













                                        F-25


<PAGE>



                               DIXON MILLS ASSOCIATES

                 NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


5.    MORTGAGES PAYABLE (CONTINUED)

      The Mortgages  require monthly payments of interest and principal,  except
      that  the  first  24  installments  through  June  1994  did  not  include
      principal.  The  interest  rate on the  Mortgages  is 6.74%  with a 7.448%
      constant.  Principal  amortization is based on a thirty-five  year payment
      schedule. The Mortgages mature as follows:

                     1997                             $   238,188
                     1998                                 254,748
                     1999                                 262,586
                     2000                                 290,713
                     2001                                 310,924
                     Thereafter                        25,657,969
                                                      -----------

                                                      $27,015,128

      The Mortgages are callable for payment on May 1, 2000,  extendable by FNMA
      until May 1, 2010.  The maximum bond  remarket  rate is 8% pursuant to the
      bond  trust   indenture   dated  May  1,  1992  between  the  Jersey  City
      Redevelopment Agency and United Jersey Bank.

      The  Mortgages   require  monthly   payments  to  a  replacement   reserve
      ("Replacement Reserve") account as follows:

          June 1996 - May 1997                            $16,667
          June 1997 - May 2012                              5,400

      The  Replacement  Reserve  shall be used  exclusively  to pay for  certain
      repairs or  replacements,  subject to the approval of FNMA. The balance in
      this  account was  $518,233  and  $317,751 at December  31, 1996 and 1995,
      respectively.

      FNMA provided the Operating  Partnerships with a mortgage loan for closing
      costs  evidenced  by a second note in the amount of $163,000  (the "Second
      Note") and  secured by a second  mortgage.  The Second  Note was  retired,
      evenly, without interest, over a 24-month term ending in June 1994.


6.    NOTE PAYABLE

      Chase Manhattan Bank
      Chase advanced $277,500 to the Operating Partnerships for costs associated
      with the  Mortgages,  bearing  interest at 6.50% with a maturity of May 1,
      2000.  Payments of principal and interest  could not commence  sooner than
      January 1, 1996  depending on, among other things,  cash flow generated by
      the Operating Partnerships. In addition, Chase provided FNMA with cash and
      letter of credit in the amount of $622,500 (the "Chase  Operating  Deficit
      Escrows") to provide  assistance in the event the  Operating  Partnerships
      experience  future  operating  deficits.  Any  amounts  drawn on the Chase
      Operating  Deficit  Escrows  also  bore  interest  of  6.50%.  Any and all
      advances provided by Chase were secured by the second mortgage (Note 5).











                                        F-26


<PAGE>




                               DIXON MILLS ASSOCIATES

                 NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                    YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



6.    NOTE PAYABLE (CONTINUED)

      In addition by an agreement  with Chase dated July 5, 1995,  to the extent
      that the $600,000 letter of credit issued to FNMA was released,  the Chase
      note and any accrued and unpaid  interest  would be  forgiven.  In January
      1996,  pursuant to the Operating Deficit Escrow  Agreement,  FNMA released
      the Chase  letter of credit.  As a result of the full release of the Chase
      Operating  Deficit  Escrow,  the note  payable  of  $317,714  and  accrued
      interest  of  $52,487  was  written  down to zero  and is  reflected  as a
      forgiveness of debt in the accompanying statements of operations.

      Limited Partner

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

      Total  advances  provided by the Limited  Partner as of December  31, 1996
      amount to $317,713  and  accrued  interest  of  approximately  $94,000 and
      $73,000  as of  December  31,  1996 and 1995,  respectively.  This note is
      secured by the personal  guarantees  of certain  principals  of DVC to the
      extent such amounts were advanced before February 1, 1994.


7.    COMMITMENTS AND CONTINGENCIES

      Litigation

      A complaint, through the Equal Employment Opportunity Commission, has been
      filed by a former  employee  claiming  sexual  harassment by a Partnership
      employee.  Management cannot measure the potential  liability,  if any, at
      this time.

      The Operating  Partnerships had been named as a third party defendant in a
      lawsuit between The Dixon Venture,  the party who sold the Premises to the
      Operating Partnerships and the former owner, Joseph Dixon Crucible Company
      for   indemnification   for  cost   clean-up   under   the   comprehensive
      Environmental  Responses  Compensation  and  Liability  Act of  1980.  The
      Operating General Partner believes that the Operating Partnerships have no
      liability  or  no  liability  that  is  not   adequately   covered  by  an
      indemnification from The Dixon Venture.











                                        F-27