SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC
                            -------------------------

                                    FORM 10-Q


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


For the quarterly period ended August 31, 2003


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 0-17793
                                                -------

                   Wilder Richman Historic Properties II, L.P.
                   -------------------------------------------
             (Exact name of Registrant as specified in its charter)


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



        599 W. Putnam Avenue
        Greenwich, Connecticut                                     06830
---------------------------------------                          ---------
(Address of principal executive offices)                          Zip Code



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


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 filing requirements
for the past 90 days.


Yes     X       No
     --------      ------


<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                         Part I - Financial Information
                                  ---------------------


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

Item 1.  Financial Statements                                             Page
         --------------------                                             ----

         Balance Sheets as of August 31, 2003 (Unaudited)
           and February 28, 2003                                            3

         Statements of Operations for the three and six month periods
           ended August 31, 2003 and 2002 (Unaudited)                       4

         Statements of Cash Flows for the six month periods
           ended August 31, 2003 and 2002 (Unaudited)                       5

         Notes to Financial Statements as of August 31, 2003 (Unaudited)    6

Item 2.  Management's Discussion and Analysis of Financial Condition
         -----------------------------------------------------------
         and Results of Operations                                          9
         -------------------------

Item 3.  Quantitative and Qualitative Disclosure about Market Risk          11
         ---------------------------------------------------------

Item 4.  Controls and Procedures                                            11
         -----------------------


<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                                 BALANCE SHEETS



                                         August 31, 2003
                                           (Unaudited)        February 28, 2003
                                           -----------        -----------------

ASSETS

Cash and cash equivalents                $       82,242       $        85,169

Investment in operating partnerships          1,474,582             2,475,099

Other assets                                     11,240                11,240
                                         --------------       ---------------

                                           $  1,568,064         $   2,571,508
                                           ============         =============


LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                      $       16,250       $        10,000
  State of New Jersey filing fee                                      112,200
  Due to related parties                        248,735               236,155
                                         --------------       ---------------

                                                264,985               358,355
                                         --------------       ---------------


Partners' equity (deficit)

  General Partner                              (133,039)             (134,538)
  Limited Partner                             1,436,118             2,347,691
                                          -------------        --------------

                                              1,303,079             2,213,153
                                          -------------        --------------

                                           $  1,568,064         $   2,571,508
                                           ============         =============


                       See notes to financial statements.



                                       3

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                       Three Months           Six Months        Three Months         Six Months
                                          Ended                Ended               Ended                Ended
                                      August 31, 2003      August 31, 2003    August 31, 2002     August 31, 2002
                                      ---------------      ---------------    ---------------     ---------------
                                                                                 (Restated)          (Restated)
<S>                                  <C>                   <C>                <C>                <C>
REVENUES

  Interest                            $          362       $          686      $         612      $        1,255
                                      --------------       --------------      -------------      --------------

EXPENSES

  Operating                                   23,278               33,323            12,788               22,405
  State of New Jersey filing fee              28,050               56,100
                                      --------------       --------------      ------------       --------------

                                              51,328               89,423            12,788               22,405
                                      --------------       --------------      ------------       --------------


Loss from operations                         (50,966)             (88,737)          (12,176)             (21,150)

Equity in income of
   operating partnerships                     99,215              238,663           230,724              718,987
                                      --------------       --------------      -------------      --------------


NET EARNINGS                          $       48,249       $      149,926      $     218,548      $      697,837
                                      ==============       ==============      =============      ==============


NET EARNINGS PER UNIT
   OF LIMITED PARTNERSHIP
  INTEREST                            $        59.71       $       185.53      $      270.45      $       863.57
                                      ==============       ==============      =============      ==============
</TABLE>


                       See notes to financial statements.



                                       4
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED AUGUST 31, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             2003                2002
                                                        --------------       -------------
                                                                               (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>                  <C>
Net earnings                                            $    149,926         $   697,837
Adjustments to reconcile net earnings to net
     cash used in operating activities
   Equity in income of operating partnerships               (238,663)           (718,987)
   Increase in other assets                                                          (60)
   Payment of State of New Jersey filing fee                (112,200)
   Increase (decrease) in other liabilities                    6,250              (6,125)
   Increase in due to related parties                         12,580              12,390
                                                        ------------         ------------

Net cash used in operating activities                       (182,107)            (14,945)
                                                        ------------         ------------


CASH FLOWS FROM INVESTING ACTIVITIES

Distribution from operating partnerships                   1,239,180
                                                        ------------
Net cash provided by investing
activities                                                 1,239,180
                                                        ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Distribution to limited
partners                                                  (1,060,000)
                                                        -------------

Net cash used in financing activities                     (1,060,000)
                                                        -------------

Net decrease in cash and cash equivalents                     (2,927)              (14,945)

Cash and cash equivalents at beginning of period              85,169               119,417
                                                        -------------        -------------

Cash and cash equivalents at end of period              $     82,242         $     104,472
                                                        ============         =============
</TABLE>


                      See notes to financial statements.


                                       5

<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2003
                                   (Unaudited)


1.    The accompanying unaudited financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America for interim financial information. They do not include
      all information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial
      statements. The results of operations are impacted significantly by the
      results of operations of the Operating Partnerships, which are provided on
      an unaudited basis during interim periods. Accordingly, the accompanying
      financial statements are dependent on such unaudited information. In the
      opinion of the General Partner, the financial statements include all
      adjustments necessary to reflect fairly the results of the interim periods
      presented. All adjustments are of a normal recurring nature. No
      significant events have occurred subsequent to February 28, 2003 and no
      material contingencies exist which would require additional disclosures in
      the report under Regulation S-X, Rule 10-01 paragraph A-5.

      The results of operations for the six months ended August 31, 2003 are not
      necessarily indicative of the results to be expected for the entire year.


2.    The investment in Operating Partnerships as of August 31, 2003 and
      February 28, 2003 are as follows:

      Amount paid to investee through February 28, 2003            $ 16,388,000

      Accumulated cash distributions from Operating
       Partnerships through February 28, 2003                        (3,180,441)

      Equity in accumulated loss of Operating Partnerships
       through February 28, 2003                                    (10,732,460)
                                                                    -----------

      Balance, February 28, 2003                                      2,475,099

      Cash distribution from Operating Partnerships for the six
       months ended August 31, 2003                                  (1,239,180)

      Equity in income of operating partnerships for the
       six months ended August 31, 2003                                 238,663
                                                                    -----------

      Balance, August 31, 2003                                     $  1,474,582
                                                                   =============


                                       6
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                 AUGUST 31, 2003
                                   (Unaudited)


Note 2 - continued

      The combined balance sheets of the Operating Partnerships as of June 30,
      2003 and December 31, 2002 are as follows:
<TABLE>
<CAPTION>

                                                             June 30, 2003
                                                              (Unaudited)      December 31, 2002
                                                           -----------------   -----------------

      ASSETS
<S>                                                        <C>                 <C>
      Land                                                  $   1,150,473       $  1,150,473
      Buildings and equipment (net of accumulated
       depreciation of $18,998,537 and $18,240,199)            35,964,814         36,723,151
      Cash and cash equivalents                                 7,539,014          7,176,990
      Deferred costs                                              800,739            816,739
      Mortgage escrow deposits                                  1,992,359          1,698,200
      Tenant security deposits                                    790,510            790,510
      Other assets                                                100,628             16,495
                                                            -------------       ------------

                                                            $  48,338,537       $ 48,372,558
                                                            =============       ============

      LIABILITIES AND PARTNERS' EQUITY

      Liabilities

        Mortgages payable                                   $  28,600,000       $ 28,600,000
        Accounts payable and accrued expenses                     109,676            261,050
        Accrued interest                                           35,856             13,776
        Tenant security deposits payable                          790,510            790,510
        Due to general partner and affiliates                   1,666,919          1,644,420
                                                            -------------       ------------

                                                               31,202,961         31,309,756
                                                            -------------       ------------
      Partners' equity

        General partner                                         14,590,114        14,587,703
        Limited partner                                          2,545,462         2,475,099
                                                            --------------      ------------

                                                                17,135,576        17,062,802

                                                            $   48,338,537      $ 48,372,558
                                                            ==============      ============
</TABLE>


                                       7
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                 AUGUST 31, 2003
                                   (Unaudited)


Note 2 - Continued

         The combined unaudited income statements of the Operating Partnerships
         for the six months ended June 30, 2003 and 2002 are as follows:



                                                   2003               2002
                                              -------------      ------------
      REVENUE                                                      (Restated)

      Rent                                    $  3,496,902       $  3,693,179
                                              ------------       ------------

                                                 3,496,902          3,693,179
                                              ------------       ------------

      Expenses

      Administrative                               463,035            304,775
      Operating                                  1,676,743          1,455,836
      Management fees                              160,814            148,842
      Interest                                     180,899            295,464
      Depreciation and amortization                774,337            762,013
                                              ------------       ------------

                                                 3,255,828          2,966,930
                                             -------------      -------------

      Net EARNINGS                           $     241,074      $     726,249
                                             =============      =============


      Net EARNINGS allocated to

      Wilder Richman Historic
       Properties II, L.P.                   $     238,663      $     718,987
      General partner                                2,411              7,262
                                             -------------      -------------

                                             $     241,074       $    726,249
                                             =============       ============


3. The Partnership is contractually liable for amounts that were partially
   omitted from the prior year's financial statements for Investor Services Fees
   payable to an affiliate of the General Partner. The adjustment is $4,893 for
   the six months ended August 31, 2002. In addition, the Operating Partnerships
   are contractually liable for amounts that were wholly or partially omitted
   from the prior year's financial statements for Investor Services Fees payable
   to an affiliate of the General Partner and for interest on loans payable to
   the Operating General Partner. Net income of the Operating Partnerships has
   been reduced by $11,866 for the six months ended June 30, 2002. Net income
   per unit of limited partnership interest has been reduced by $10 and $21,
   respectively, for the three and six month periods ended August 31, 2002,
   respectively.


4. Additional information, including the audited February 28, 2003 Financial
   Statements and the Summary of Significant Accounting Policies, is included in
   the Partnership's Annual Report on Form 10-K for the fiscal year ended
   February 28, 2003 on file with the Securities and Exchange Commission.


                                       8
<PAGE>

                  WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


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

Liquidity and Capital Resources

As of August 31, 2003, Wilder Richman Historic Properties II, L.P. (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2003, with the exception of the investment in the Operating
Partnerships resulting from the equity in income of operating partnerships for
the six months ended June 30, 2003, net of distributions received in the amount
of $1,239,180.

The Operating Partnerships refinanced their respective outstanding mortgage
liabilities as of April 28, 2001 (the "Refinancing"). Prior to the Refinancing,
the annual fixed interest rate of the mortgage was approximately 6.74%. The
total new indebtedness in the amount of $28,600,000 for a term of 30 years was
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b) variable-rate taxable bonds in the amount of $2,165,000. The initial
interest rates on the tax-exempt and taxable bonds were 5.1% and 6.15%,
respectively. The Operating Partnerships purchased an interest cap which would
limit the interest rates to 6.97% for five years on the tax-exempt portion, and
9.15% for five and one-half years on the taxable portion. Proceeds from the new
bond issue enabled the Operating Partnerships to create a reserve for capital
improvements (approximately $1,365,000). In addition, the balance in the
replacement reserve at the date of the Refinancing (approximately $903,000) was
transferred to the capital improvement reserve.

In August 2003, the Operating Partnerships made a cash distribution of
approximately $1,071,000, or approximately $1,325 per Unit based on 2002
operations and because the Property had accumulated approximately $7.2 million
in cash and restricted deposits as of December 31, 2002, primarily as a result
of the low floater interest rate on the Property's mortgages.

However, the Partnership's ability to make future distributions will depend on
the future operating results of the Complex, which will be extremely dependent
on competition, market conditions, needed capital improvements and repairs and
interest rates. There can be no assurance as to whether or not the Partnership
may be able to make future distributions, nor the timing or amount of any
potential distributions to Limited Partners. To the extent cash flow is
generated by the Operating Partnerships, such cash flow may be retained by the
Operating Partnerships or may be distributed at the discretion of management,
pursuant to the terms of the limited partnership agreements of the Operating
Partnerships. For example, as a result of reduced rental rates in the market,
operations thus far in 2003 have declined and the Operating General Partner at
this time has not made any determination with respect to potential distributions
which might be made in 2004.

The Property is reporting cash flow for the six months ended June 30, 2003 (see
Results of Operations, below) and the Operating Partnerships' cash and cash
equivalents as of June 30, 2003 have increased by approximately $362,000
compared to December 31, 2002, while accounts payable and accrued expenses have
decreased by approximately $151,000. The capital improvement escrow and
replacement reserve accounts, which are controlled by the lender for the purpose
of funding planned capital improvements and needed repairs, are approximately
$224,000 and $397,850, respectively, as of June 30, 2003. The principal reserve,
which is controlled by the lender for purposes of amortizing the debt, is
approximately $1,082,000 as of June 30, 2003. Each of the foregoing reserves and
escrows are reflected in the Operating Partnerships' balance sheet under the
caption mortgage escrow deposits.

Because the rehabilitation of the Property was completed more than ten years
ago, management has been addressing the need for extensive capital improvements.
As a result of the Refinancing, significant capital improvements have been
completed. The improvements that were contemplated as part of the Refinancing
include roof replacement, replacement of the fire/smoke alarm system, elevator
repairs, new entry doors and other repairs throughout the Complex. In addition,
the Operating General Partner has identified other potential significant capital
improvements and repairs totaling approximately $8.5 million throughout the
Complex, which it intends to address over the next few years. Such capital
improvements and repairs would significantly reduce the Operating Partnerships'
cash flow available for distribution. The Operating General Partner believes
that other improvements, whose timing may be discretionary but which may be
important to remain competitive in the rental market, should be made over time
and include kitchen and bath renovations, new appliances, and replacement of
doors and windows. The Operating General Partner anticipates spending
approximately $1 million by year end 2003 and approximately $1.5 million or more
(originally scheduled for 2003) in 2004 for capital needs, including structural
work on the pump house building, roof and balcony repairs, and steel
restoration. Depending on market conditions, rents may need to be further
adjusted.


                                       9
<PAGE>



                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


Item 2. Management's  Discussion  and  Analysis of Financial  Conditions  and
        ---------------------------------------------------------------------
        Results of Operations (continued)
        ---------------------------------

During 2002, the Partnership agreed with the Operating General Partner to hire a
national brokerage and marketing firm to privately solicit offers from major
apartment owners to purchase the Property (on a confidential basis) in order to
determine the current market value of the Property. Approximately 30 companies
with experience in real estate investments in this area were approached. Two of
those solicitations resulted in initial offers to purchase the Property, which
are non-binding and subject to due diligence. Because of the age of the Property
and necessary capital repairs and improvements already identified, the Operating
General Partner believes it is likely the offers would be reduced after due
diligence investigations, and there is no guarantee that either of the offers
would result in a sale of the Property being completed.

Under the Partnership Agreement of the Partnership, a sale of the Property would
require the consent of a majority in interest of the Unit Holders. Accordingly,
on July 1, 2003, the Partnership presented Proxy materials by which Unit Holders
were asked to vote as to whether or not they wanted to pursue a sale of the
Property. Such Proxy materials included an estimate of the amount that would be
available to Unit Holders if a sale were to occur at or near the prices
currently offered based on the Partnership's payables, cash reserves, estimated
closing costs and sales commissions. An estimate of net sales proceeds and an
estimate of a Unit Holder's federal tax results which would be triggered by a
sale were included in the Proxy materials. The due date for Unit Holders to
submit their votes was July 21, 2003. According to the terms of the Partnership
Agreement, the consent of the holders of 51% of the Units is required to approve
a proposed sale. Unit Holders holding 48% of the outstanding units voted in
favor of the proposed sale. The General Partner believes that the fact that
holders of 48% of the units voted in favor of pursuing a sale of the property is
a clear indication that the Partnership should review various sale options. The
General Partner intends to establish a 90-day period during which interested
parties will have the opportunity (upon execution of a confidentiality
agreement) to perform due diligence and provide the Partnership with a firm
proposal or offer to purchase the real estate or all the Partnership interests.
The General Partner anticipates that the Partnership would review and respond to
any proposals or offers received within 30 to 45 days after the 90-day due
diligence period ends. The General Partner may call for a new vote of the Unit
Holders to accept or reject the most favorable proposal (in the discretion of
the General Partner) in a manner that complies with applicable law.

The Partnership's operating results are dependent upon the operating results of
the Operating Partnerships and are significantly impacted by the Operating
Partnerships' policies. The Partnership accounts for its investment in the
Operating Partnerships in accordance with the equity method of accounting, under
which the investment is carried at cost and is adjusted for the Partnership's
share of the Operating Partnerships' results of operations and by any cash
distributions received.

Results of Operations

For the six months ended August 31, 2003, the statement of operations of the
Partnership reflects net earnings of $163,951, which includes equity in income
of operating partnerships of $238,663. The Operating Partnerships reported net
earnings during the six months ended June 30, 2003 of $241,074, inclusive of
depreciation and amortization expense of $774,337. The Operating Partnerships
generated cash flow after required debt service payments and required
replacement reserve deposits during the six months ended June 30, 2003 of
approximately $598,000, which includes required deposits to the principal
reserve under the mortgages (approximately $196,000) and deposits to required
escrows (approximately $38,000). The Operating Partnerships' results of
operations for the six months ended June 30, 2003 reflect a significant
reduction in interest expense compared to the six months ended June 30, 2002 due
to a decline in the average low floater interest rates. Despite the lower
interest expense in 2003, the Operating Partnerships' net income declined as a
result of a reduction in rents and certain planned expenditures. The average
interest rates on the low floater bonds for the six months ended June 30, 2003
were 1.14% for the tax exempt bonds and 1.36% for the taxable bonds. The average
occupancy for the six months ended June 30, 2003 was approximately 94.5%.

For the six months ended August 31, 2002, the statement of operations of the
Partnership reflects net earnings of $697,837, which includes equity in income
of operating partnerships of $718,987. The Operating Partnerships reported net
earnings during the six months ended June 30, 2002 of $726,249, inclusive of
depreciation and amortization expense of $762,013. The Operating Partnerships
generated cash flow after required debt service payments and required
replacement reserve deposits during the six months ended June 30, 2002 of
approximately $1,277,000, which includes required deposits to the principal
reserve under the mortgages (approximately $180,000) and deposits to required
escrows (approximately $38,000). The average interest rates on the low floater
bonds for the six months ended June 30, 2002 were 1.23% for the tax exempt bonds
and 1.96% for the taxable bonds. The average occupancy for the six months ended
June 30, 2002 was approximately 98%.


                                       10
<PAGE>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


Item 2. Management's Discussion and Analysis of Financial Conditions and
        ----------------------------------------------------------------
        Results of Operations (continued)
        ---------------------------------

Critical Accounting Policies and Estimates

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

   o  The Partnership accounts for its investment in operating partnerships in
      accordance with the equity method of accounting since the Partnership does
      not control the operations of an Operating Partnership.

   o  If the book value of the Partnership's investment in an Operating
      Partnership exceeds the estimated value derived by management, the
      Partnership reduces its investment in any such Operating Partnership and
      includes such reduction in equity in income (loss) of investment in
      operating partnerships.


Item 3. Quantitative and Qualitative Disclosure About Market Risk
        ---------------------------------------------------------

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


Item 4. Controls and Procedures
        -----------------------

Evaluation of disclosure controls and procedures

a.  Within the 90 days prior to the date of this report, the Partnership's Chief
    Executive Officer and Chief Financial Officer carried out an evaluation of
    the effectiveness of the Partnership's "disclosure controls and procedures"
    as defined in the securities Exchange Act of 1934 Rules 13a-14(c) and
    15(d)-14(c). Based on that evaluation, the Partnership's Chief Executive
    Officer and Chief Financial Officer have concluded that as of the date of
    the evaluation, the Partnership's disclosure controls and procedures were
    adequate and effective in timely alerting them to material information
    relating to the Partnership required to be included in the Partnership's
    periodic SEC filings.

Changes in Internal Controls

b.  There were no significant changes in the Partnership's internal controls or
    in other factors that could significantly affect the Partnership's internal
    controls subsequent to the date of that evaluation.


                                       11
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                           Part II - Other Information


Item 1.  Legal Proceedings
         -----------------

         Registrant is not aware of any material legal proceedings.

Item 2.  Changes in Securities
         ---------------------

         None

Item 3.  Defaults Upon Senior Securities
         -------------------------------
         None

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

         On July 1, 2003, Registrant furnished to its unit holders consent
         solicitation material concerning the potential sale of the Dixon Mills
         property owned by the Operating Partnerships.

Item 5.  Other Information
         -----------------
         None

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         a.   Exhibits

              Exhibit 31.1 Rule 13a-14/15d-14(a) Certification of Chief
                Executive Officer
              Exhibit 31.2 Rule 13a-14/15d-14(a) Certification of Chief
                Financial Officer
              Exhibit 32.1 Section 1350 Certification of Chief Executive Officer
              Exhibit 32.2 Section 1350 Certification of Chief Financial Officer

         b.   Reports on Form 8-K

         On July 24, 2003, Registrant filed a Report on form 8-K announcing the
         results of a consent solicitation that was completed on July 21, 2003.
         In the consent solicitation, Registrant sought the consent of the unit
         holders to sell the Dixon Mills property, but the proposed sale was not
         approved.


                                       12
<PAGE>


                   Wilder Richman Historic Properties II, L.P.
                                    Form 10-Q
                                 August 31, 2003



                                   Signatures
                                   ----------

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


                                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                 By: Wilder Richman Historic Corporation
                                     General Partner


Dated:  October 15, 2003         /s/ Richard Paul Richman
                                 ---------------------------
                                 Richard Paul Richman
                                 Chief Executive Officer


Dated:  October 15, 2003         /s/ Neal Ludeke
                                 ---------------------------
                                 Neal Ludeke
                                 Chief Financial Officer



                                       13
<PAGE>