UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC.  20549

                             FORM 10-Q / A
                           Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended           March 31, 2004
                               ---------------------------------------

                                  or

[   ]  TRANSITION  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to ___________________

Commission file number                       0-14934
                       -----------------------------------------------

                     DIVERSIFIED HISTORIC INVESTORS
----------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

     Pennsylvania                                        23-2312037
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                      Identification No.)

                 1521 Locust Street, Philadelphia, PA   19102
----------------------------------------------------------------------
           (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code (215) 557-9800
                                                   -------------------


                                    N/A
----------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
                             last report)

Indicate  by  check  mark whether the Registrant  (1)  has  filed  all
reports  required to be filed by Section 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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).  Yes       No   X
                                                     -----    -----

<PAGE>

                        EXPLANATORY NOTE


Diversified Historic Investors  (the "Registrant") is filing  the
following  Quarterly  Report on Form 10-Q for  the  period  ended
March   31,   2004   containing consolidated financial statements.

On July 11th, 2005 the Securities and Exchange Commission ("SEC")
notified   the  Registrant  of  its  non-compliance  in   meeting
reporting  requirements  under Section  13(a)  or  15(d)  of  the
Securities  and Exchange Act of 1934. The Registrant's  inability
to  meet its reporting requirements is due to the dissolution  of
its  former auditor, Gross Kreger & Passio, LLC. This  event  was
discussed in Item 4.01 of the Registrant's Form 8-K filed on June
27th, 2005.

The  Registrant  engaged  a  new firm, Russell  Bedford  Stefanou
Mirchandani, LLP to audit and review the Registrants' outstanding
consolidated financial statements. Accordingly, the Company is re-
filing  the  Original  Filing in its  entirety  with  an  updated
Item  1.  of  the Original Filing. The Company has not  made  any
other  changes to the Original Filing. This Amendment  No.  1  on
Form  10-Q/A  continues to speak as of the date of  the  Original
Filing, and the Company has not updated the disclosures contained
therein to reflect any events that occurred at a later date.

<PAGE>



                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                 DIVERSIFIED HISTORIC INVESTORS
                 ------------------------------
              (a Pennsylvania limited partnership)

                   CONSOLIDATED BALANCE SHEETS
                   ---------------------------
                             Assets


                              March 31, 2004   December 31, 2003
                              --------------   -----------------
                               (Unaudited)

Rental properties, at cost:
 Cash and cash equivalents     $     3,258          $    6,474
 Restricted cash                    45,299              78,679
 Accounts receivable                 7,786               2,559
Other assets (net of
  accumulated amortization
  of $38,780  and $38,305)          56,095              21,451
                                ----------          ----------
                                   112,438             109,163
                                ----------          ----------
Land                               294,000             294,000
Buildings and improvements       3,899,165           3,899,165
Furniture and fixtures             202,374             202,374
                                ----------          ----------
                                 4,395,539           4,395,539
Less - accumulated depreciation (3,104,460)         (3,061,970)
                                ----------          ----------
                                 1,291,079           1,333,569
     Total                      $1,403,517          $1,442,732
                                ==========          ==========

                Liabilities and Partners' Equity
Liabilities:
 Debt obligations               $3,502,043          $3,500,043
 Accounts payable:
  Trade                            418,667             388,661
  Related parties                  574,330             565,254
 Interest payable                1,171,807           1,157,368
 Accrued liabilities                 9,560               9,618
 Tenant security deposits           45,691              39,950
                                ----------          ----------
     Total liabilities           5,720,098           5,660,894
Partners' deficit               (4,316,581)         (4,218,162)
                                ----------          ----------
     Total                      $1,403,517          $1,442,732
                                ==========          ==========

The accompanying notes are an integral part of these financial statements.

<PAGE>


                 DIVERSIFIED HISTORIC INVESTORS
              (a Pennsylvania limited partnership)

            CONSOLIDATED STATEMENTS OF OPERATIONS
              -------------------------------------
                           (Unaudited)

                                     Three months ended
                                          March 31,
                                     2004           2003
Revenues:                            ----           ----
 Rental income                    $118,172       $144,162
 Interest income                       672            284
                                  --------       --------
     Total revenues                118,844        144,446
                                  --------       --------
Costs and expenses:
 Rental operations                  92,283        125,072
 Interest                           82,015        133,484
 Depreciation and amortization      42,965         49,378
                                  --------       --------
     Total costs and expenses      217,263        307,934
                                  --------       --------
Net loss                         ($ 98,419)     ($163,488)
                                  ========       ========


Net loss per limited
 partnership unit                ($   8.39)     ($  13.94)
                                  ========       ========


The accompanying notes are an integral part of these financial statements.

<PAGE>

                 DIVERSIFIED HISTORIC INVESTORS
              (a Pennsylvania limited partnership)

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              -------------------------------------
                           (Unaudited)

                                            Three months ended
                                                March 31,
                                            2004         2003
                                            ----         ----
Cash flows from operating activities:
 Net loss                                ($98,419)   ($163,488)
Adjustments to reconcile net
 loss to net cash used in operating
 activities:
 Depreciation and amortization             42,965       49,378
Changes in assets and liabilities:
 Decrease in restricted cash               33,380       34,310
 (Increase) decrease in accounts
  receivable                               (5,227)         181
 Increase in other assets                 (35,119)           0
 Increase in accounts payable - trade      30,006       17,212
 Increase in accounts payable  -
  related parties                           9,076        9,076
 Increase in interest payable              14,439       53,083
 (Decrease) increase in accrued
  liabilities                                 (57)       2,408
 Increase in tenant security deposits       5,740        1,620
                                          -------     --------
Net cash (used in) provided by
 operating activities                      (3,216)       3,780
                                          -------     --------
 Net cash used in investing activities:
  Capital expenditures                          0       (4,961)
                                          -------     --------
Net cash used in investing activities           0       (4,961)
                                          -------     --------
Decrease in cash and cash equivalents      (3,216)      (1,181)
Cash and cash equivalents at beginning
 of period                                  6,474       13,077
                                          -------     --------
Cash and cash equivalents at end of
 period                                   $ 3,258     $ 11,896
                                          =======     ========


The accompanying notes are an integral part of these financial statements.

<PAGE>


                 DIVERSIFIED HISTORIC INVESTORS
              (a Pennsylvania limited partnership)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


NOTE 1 - BASIS OF PRESENTATION


The  unaudited  consolidated financial statements of  Diversified
Historic Investors (the "Registrant") and related notes have been
prepared  pursuant to the rules and regulations of the Securities
and  Exchange  Commission.  Accordingly, certain information  and
footnote  disclosures  normally included in financial  statements
prepared   in  accordance  with  generally  accepted   accounting
principles  have  been  omitted  pursuant  to  such   rules   and
regulations.  The accompanying consolidated financial  statements
and  related notes should be read in conjunction with the audited
financial  statements  on  Form 10-K and  notes  thereto  of  the
Registrant for the year ended December 31, 2003.

The information furnished reflects, in the opinion of management,
all   adjustments,  consisting  of  normal  recurring   accruals,
necessary  for a fair presentation of the results of the  interim
periods presented.


NOTE 2 - EXTRAORDINARY GAIN

During 2003, the remaining Smythe Store units were foreclosed  by
the  mortgage holder resulting in an extraordinary  gain  on  the
extinguishment of debt of $1,929,755.


Item  2.    Management's  Discussion and  Analysis  of  Financial
            Condition and Results of Operations

     (1)     Liquidity

               At   March  31,  2004,  Registrant  had  cash   of
approximately  $3,258.  Cash generated from  operations  is  used
primarily  to  fund  operating expenses and  debt  service.   The
Registrant is not aware of any additional sources of liquidity.

             As of March 31, 2004, Registrant had restricted cash
of  $45,299  consisting  primarily  of  funds  held  as  security
deposits,  replacement  reserves and escrows  for  taxes.   As  a
consequence of these restrictions as to use, Registrant does  not
deem these funds to be a source of liquidity.

               In  recent  years,  the  Registrant  has  realized
significant  losses, including the foreclosure of six properties,
due to the properties' inability to generate sufficient cash flow
to pay their operating expenses and debt service.  The Registrant
has  first  mortgages  in  place in each  of  its  remaining  two
properties that are cash-flow mortgages, requiring all  available
cash  after payment of operating expenses to be paid to the first
mortgage holder. Therefore, it is unlikely that any cash will  be
available to the Registrant to pay its general and administrative
expenses  and  debt service to pay debt service on  the  past-due
subordinate mortgage with respect to the Third Quarter or to  pay
any  debt  service on the two accrual mortgages with  respect  to
Wistar Alley.  Notice of default has been received from the first
mortgage lender on the Registrant's remaining two properties.

             It is the Registrant's intention to continue to hold
the  properties until the lender seeks payment on  the  past  due
mortgage  and the properties are foreclosed, or the market  value
of  the properties increases to a point where they can be sold at
a price which is sufficient to repay the underlying indebtedness.

             On October 2, 2003, the remaining Smythe Stores
condominium units were foreclosed by the mortgage holder.  As a
result the Registrant recognized an extraordinary gain on the
extinguishment of debt in the amount of $1,929,755, which is the
excess of debt on the property over the net book value of the
asset.

  (2)         Capital Resources

               Any  capital  expenditures  needed  are  generally
replacement  items and are funded out of cash from operations  or
replacement  reserves,  if  any.  The  Registrant  believes  that
historical  capital expenditure levels are indicative of  capital
requirements in the future and accordingly, does not believe that
it  will  have to commit material resources to capital investment
for the foreseeable future.  If the need for capital expenditures
does  arise,  the  first mortgage holder for  Third  Quarter  and
Wistar  Alley  has agreed to fund capital expenditures  at  terms
similar to the first mortgage.


     (3)     Results of Operations

               During  the  first  quarter  of  2004,  Registrant
incurred  a  net  loss of $98,419 ($8.39 per limited  partnership
unit)  compared  to  a net loss of $163,488 ($13.94  per  limited
partnership unit) for the same period in 2003.

             Rental income decreased $25,990 from $144,162 in the
first quarter of 2003 to $118,172 in the same period in 2004. The
decrease  in  rental income at Wistar Alley is due a decrease  in
average occupancy (97% to 78%). The decrease in rental income  at
the Smythe Stores is due to the foreclosure of the property.

              Rental  operations expense decreased  $32,789  from
$125,072  in  the first quarter of 2003 to $92,283  in  the  same
period  in 2004.  Rental operations expense decreased due to  the
foreclosure  of  the Smythe Stores and a decrease in  maintenance
expense  and  leasing  commissions at  Third  Quarter,  partially
offset by an increase in maintenance expense at Wistar Alley. The
decrease  in  maintenance expense at Third Quarter is  due  to  a
decrease  in maintenance service and exterminating expense.   The
decrease  in  leasing commissions at Third Quarter is  due  to  a
decrease  in  apartment  turnover.  The increase  in  maintenance
expense  at  Wistar  Alley is due to an increase  in  maintenance
service and apartment preparations.

              Interest expense decreased $51,469 from $133,484 in
the  first quarter of 2003 to $82,015 in the same period in 2004.
Interest  expense  decreased due to  the  foreclosure  of  Smythe
Stores.

              Losses  incurred during the first  quarter  at  the
Registrant's three properties were approximately $75,000 compared
to a loss of approximately $141,000 for the same period in 2003.

              In the first quarter of 2004, Registrant recognized
no  loss at the Smythe Stores Condominium complex, compared to  a
loss of $52,000 in the first quarter of 2003, including $6,000 of
depreciation  expense.   The decrease  in  loss  is  due  to  the
foreclosure of the property on October 2, 2003.


              On  October  2, 2003, the remaining  Smythe  Stores
condominium units were foreclosed by the mortgage holder.   As  a
result  the  Registrant recognized an extraordinary gain  on  the
extinguishment of debt in the amount of $1,929,755, which is  the
excess  of  debt on the property over the net book value  of  the
asset.

              In the first quarter of 2004, Registrant incurred a
loss  of  $26,000  at  the  Third Quarter  Apartments,  including
$20,000  of  depreciation expense, compared to a loss of  $47,000
including $20,000 of depreciation expense in the first quarter of
2003.   The  decrease in loss is due to a decrease in maintenance
expense  and  leasing commissions.  The decrease  in  maintenance
expense  is  due  to  a  decrease  in  maintenance  service   and
exterminating  expense.  The decrease in leasing  commissions  is
due to a decrease in apartment turnover.

              In the first quarter of 2004, Registrant incurred a
loss   of   $49,000  at  Wistar  Alley,  including   $23,000   of
depreciation  expense, compared to a loss  of  $42,000  including
$23,000  of  depreciation expense in the first quarter  of  2003.
The increase in loss is due to a decrease in rental income and an
increase in maintenance expense. The decrease in rental income is
due to a decrease in average occupancy (97% to 78%). The increase
in  maintenance  expense  is due to an  increase  in  maintenance
service and apartment preparations.


Item  3.   Quantitative and Qualitative Disclosures About  Market
           Risk.

             All of our assets and liabilities are denominated in
U.S.  dollars,  and  as  a result, we do  not  have  exposure  to
currency exchange risks.

              We  do  not  engage in any interest  rate,  foreign
currency  exchange rate or commodity price-hedging  transactions,
and as a result, we do not have exposure to derivatives risk.


Item 4.    Controls and Procedures

              We maintain disclosure controls and procedures that
are  designed to ensure that information required to be disclosed
in  our  Securities  Exchange Act of 1934  reports  is  recorded,
processed,  summarized and that such information  is  accumulated
and  communicated  to  our  management,  including  our  managing
partner's  principal  executive officer and  principal  financial
officer,  as  appropriate,  to allow timely  decisions  regarding
required  disclosure.  In designing and evaluating the disclosure
controls  and  procedures,  our management  recognized  that  any
controls  and  procedures,  no  matter  how  well  designed   and
operated, can provide only reasonable assurance of achieving  the
desired  control  objectives, and our management necessarily  was
required  to  apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

              Under  the  supervision of our  managing  partner's
principal  executive officer and principal financial  officer  we
have  carried  out  an  evaluation of the  effectiveness  of  our
adopted disclosure controls and procedures as of the end  of  the
period  covered by this report.  Based upon that evaluation,  our
managing  partner's  president and treasurer concluded  that  our
disclosure controls and procedures are effective.

                There have been no significant changes in our
internal controls over financial reporting that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting during our most recent
fiscal quarter.

<PAGE>

                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

              To  the best of its knowledge, Registrant is not  a
party  to, nor is any of its property the subject of, any pending
material legal proceedings.

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

              No  matter was submitted during the quarter covered
by this report to a vote of security holders.

Item 5.   Other Information

             None

Item 6.   Exhibits

       (a)   Exhibit Number      Document
             --------------      --------

             3                  Registrant's    Amended     and
                                Restated Certificate of Limited
                                Partnership  and  Agreement  of
                                Limited Partnership, previously
                                filed as part of Amendment  No.
                                2  of Registrant's Registration
                                Statement  on  Form  S-11,  are
                                incorporated     herein      by
                                reference.

            21                  Subsidiaries of the  Registrant
                                are    listed   in   Item    2.
                                Properties   on   Form    10-K,
                                previously      filed       and
                                incorporated     herein      by
                                reference.

            31                  General     Partners    Opinion
                                Certification

            32                  Certification  Pursuant  to  18
                                U.S.C. Section 1350, As Adopted
                                Pursuant to Section 906 of  the
                                Sarbanes-Oxley Act of 2002


<PAGE>


                           SIGNATURES
                           ----------

        Pursuant to the requirements of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                            DIVERSIFIED HISTORIC INVESTORS

                           By: Dover Historic Advisors, its
                           general partner

                              By: EPK, Inc., managing partner


Date: August 16, 2006         By:   /s/ Spencer Wertheimer
      ---------------               ----------------------
                                    SPENCER WERTHEIMER
                                    President (principal
                                    executive officer, principal
                                    financial officer)

<PAGE>