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 May 31, 2005

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.)


          340 Pemberwick Road
          Greenwich, Connecticut                                  06831
------------------------------------                        --------------------
(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          No   X
     ----       ----

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer       Accelerated Filer      Non-Accelerated Filer X
                        ----                    ----                      ----

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes          No   X
     ----       ----

As of June 8,  2006,  there  were 800  units  of  limited  partnership  interest
outstanding.

<PAGE>


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

                         Part I - Financial Information
                                  ---------------------
<TABLE>
<CAPTION>

Table of Contents

<S>        <C>                                                                                       <C>
Item 1.    Financial Statements                                                                    Page
           --------------------                                                                    ----

           Consolidated Balance Sheets as of May 31, 2005 (Unaudited) and February 28, 2005         3

           Consolidated Statements of Operations for the three months
             ended May 31, 2005 and 2004 (Unaudited)                                                4

           Consolidated Statements of Cash Flows for the three months
             ended May 31, 2005 and 2004 (Unaudited)                                                5

           Notes to Consolidated Financial Statements as of May 31, 2005 (Unaudited)                6

Item 2.    Management's Discussion and Analysis of Financial Condition
           -----------------------------------------------------------
           and Results of Operations                                                                7
           --------------------------

Item 3.    Quantitative and Qualitative Disclosure about Market Risk                                9
           ---------------------------------------------------------

Item 4.    Controls and Procedures                                                                  9
           -----------------------
</TABLE>


                                       2
<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                 May 31, 2005
                                                                   Unaudited       February 28, 2005
                                                               -----------------   -----------------
        ASSETS

<S>                                                                <C>                <C>
Land                                                               $ 1,150,473        $ 1,150,473

Building and improvements,
  net of accumulated depreciation of $21,835,786 and
  $21,427,397, respectively                                         35,234,977         35,349,870

Cash and cash equivalents                                            5,672,393          5,909,227

Deferred costs, net of accumulated amortization of $141,075
  and $133,650, respectively                                           749,914            757,339

Mortgage escrows and other deposits                                  3,291,770          3,285,704

Tenant security deposits                                               687,480            687,480

Other assets                                                           229,622             32,706
                                                                   -----------        -----------

                                                                   $47,016,629        $47,172,799
                                                                   ===========        ===========

       LIABILITIES AND PARTNERS' EQUITY

LIABILITIES

    Mortgage payable                                               $28,600,000        $28,600,000
    Accounts payable and accrued expenses                              188,463            440,761
    Accrued interest payable                                            22,073             22,073
    Tenant security deposits payable                                   687,480            687,480
    State of New Jersey filing fee                                                         56,100
    Due to related parties                                           2,011,476          1,979,482
                                                                   -----------        -----------

                                                                    31,509,492         31,785,896
                                                                   -----------        -----------

MINORITY INTEREST                                                   14,597,791         14,596,070
                                                                   -----------        -----------

PARTNERS' EQUITY                                                       909,346            790,833
                                                                   -----------        -----------

                                                                   $47,016,629        $47,172,799
                                                                   ===========        ===========
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>




          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED MAY 31, 2005 AND 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                      2005                2004
                                                                  -----------         -----------
                                                                                       (Restated)

<S>                                                               <C>                 <C>
Revenues
   Rent                                                           $ 1,764,523         $ 1,676,349
                                                                  -----------         -----------

Expenses
   Administrative                                                     172,335             188,362
   Operating                                                          746,569             852,818
   Management fees - affiliate                                         84,243              68,617
   Investor services fees - affiliate                                  21,790              16,763
   Financial                                                          200,362             139,389
   Depreciation and amortization                                      415,814             395,835
   State of New Jersey filing fee                                      28,500              28,050
                                                                  -----------         -----------

                                                                    1,669,613           1,689,834
                                                                  -----------         -----------

INCOME (LOSS) FROM OPERATIONS                                          94,910             (13,485)

Interest revenue                                                       25,324               8,871
                                                                  -----------         -----------

NET INCOME (LOSS) BEFORE MINORITY INTEREST                            120,234              (4,614)

Minority interest income of operating partnerships                     (1,721)               (460)
                                                                  -----------         -----------

NET INCOME (LOSS)                                                 $   118,513         $    (5,074)
                                                                  ===========         ===========

   Net income (loss) allocated to

     Limited partners                                                 117,328              (5,023)

     General partner                                                    1,185                 (51)
                                                                  -----------         -----------


                                                                  $   118,513         $    (5,074)
                                                                  ===========         ===========

Net income (loss) per unit of limited partnership interest        $    146.66         $     (6.28)
                                                                  ===========         ===========
</TABLE>


                 See notes to consolidated financial statements.


                                       4
<PAGE>


          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MAY 31, 2005 AND 2004
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                         2005                2004
                                                                     -----------         -----------
                                                                                          (Restated)

<S>                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                $   118,513         $    (5,074)
    Adjustment to reconcile net income (loss) to net cash
       provided by operating activities
       Depreciation and amortization                                     415,814             395,835
       Decrease (increase) in other assets                              (196,916)              1,124
       Minority interest in income of operating partnerships               1,721                 460
       Decrease in accounts payable and accrued expenses                (252,298)            (26,505)
       Decrease in State of New Jersey filing fee payable                (56,100)            (56,100)
       Increase in due to related parties                                 31,994              52,553
                                                                     -----------         -----------
       Net cash provided by operating activities                          62,728             362,293
                                                                     -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in fixed assets                                         (293,496)
     Increase in mortgage escrows and other deposits                      (6,066)           (524,659)
     Net cash of consolidating subsidiaries as of beginning
         of year                                                              --           6,788,271
                                                                     -----------         -----------
     Net cash provided by (used in) investing activities                (299,562)          6,263,612

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (236,834)          6,625,905

CASH AND CASH EQUIVALENTS, beginning of period                         5,909,227              14,982
                                                                     -----------         -----------
CASH AND CASH EQUIVALENTS, end of period                             $ 5,672,393         $ 6,640,887
                                                                     ===========         ===========

SUPLEMENTAL INFORMATION

Financial expenses paid                                              $   188,946         $   128,662
                                                                     ===========         ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>



          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)


1.    The accompanying  unaudited  consolidated  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  consolidated  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, 2005 and no material  contingencies exist which would require
      additional  disclosures  in the report under  Regulation  S-X,  Rule 10-01
      paragraph A-5, except as discussed in No. 3 below.

      The results of operations  for the three months ended May 31, 2005 are not
      necessarily indicative of the results to be expected for the entire year.

      Certain  prior  period  amounts in the  unaudited  consolidated  financial
      statements  (see Note 2) have been  reclassified to conform to the current
      period presentation.


2.    Through  February 29, 2004, the Investment in Operating  Partnerships  was
      accounted for under the equity method of accounting.  Upon the adoption of
      Financial  Accounting  Standards  Board  ("FASB")  Interpretation  No.  46
      (revised),  Consolidation of Variable Interest Entities ("FIN 46(R)"),  as
      of March 1, 2004 the  Partnership is required to consolidate its financial
      information  with  that of the  Operating  Partnerships.  Prior  financial
      information reported by the Partnership for the three months ended May 31,
      2004 was  based on the  equity  method  of  accounting.  The  accompanying
      financial  statements  as of and for the three  months  ended May 31, 2004
      have been  restated  to reflect  the  consolidation  of the  Partnership's
      financial information with that of the Operating Partnerships.


3.    During the fourth calendar quarter of 2005, the Operating  General Partner
      commenced a process to receive proposals for the sale of the Property.  As
      a result,  certain of the Operating  Partnerships'  assets and liabilities
      are  considered  held for sale as of  October  5, 2005.  An  Agreement  of
      Purchase and Sale was  negotiated  and executed  effective  April 3, 2006,
      subject to a due  diligence  period for the  purchaser  as well as various
      other  terms  and  conditions.  The  Agreement  of  Purchase  and Sale was
      extended four times,  the most recent being on May 24, 2006,  resulting in
      an offer of $69,960,000 and a nonrefundable deposit of $4,390,000. The due
      diligence period has expired and a closing has been scheduled for July 14,
      2006, subject to the approval of the transaction by the Partnership, among
      other  conditions.  There can be no assurance that a sale will  ultimately
      take place.

      As a plan of sale was not  committed  to until  October  2005,  the assets
      continue  to be  classified  as held  and  used as of May  31,  2005.  For
      long-lived  assets  to be held and used,  the  Partnership  recognizes  an
      impairment loss only if its carrying value is not recoverable  through its
      undiscounted  cash flows and  measures  the  impairment  loss based on the
      difference between the carrying amount and the estimated fair value.


4.    Additional information,  including the audited February 28, 2005 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, 2005 on file with the Securities and Exchange Commission.


                                       6
<PAGE>

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

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

Liquidity and Capital Resources

As  of  May  31,  2005,  Wilder  Richman  Historic   Properties  II,  L.P.  (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2005.  However,  the Operating  General Partner commenced a process
during the fourth calendar quarter of 2005 to receive  proposals for the sale of
the Property and has received offers.  See discussion below under "Liquidity and
Capital  Resources."  The  Partnership's  fiscal  year for  financial  reporting
purposes  ends  on the  last  day  in  February,  while  that  of the  Operating
Partnerships  ends on  December  31.  Accordingly,  the  results  of  operations
reflected in the accompanying  consolidated statements of operations are for the
three months ended May 31, 2005 and 2004 with respect to the Partnership and for
the three  months  ended March 31, 2005 and 2004 with  respect to the  Operating
Partnerships.

As a result of the favorable mortgage interest rates, the Operating Partnerships
have  generated  cash  flow.   However,   the  Partnership's   ability  to  make
distributions  is dependent  upon the level of interest  rates (which  increased
during  the three  months  March  31,  2005) and the  operating  results  of the
Complex,  which are extremely  dependent on competition,  market  conditions and
needed capital improvements and repairs. Accordingly,  there can be no assurance
as to whether or not the Partnership may be able to make distributions,  nor the
timing  or  amount of any  potential  distributions  to  Limited  Partners.  The
Operating  General Partner and the General  Partner plan to periodically  assess
the  feasibility  of making  cash flow  distributions,  based on the  results of
operations,  the physical  condition of the Property (see discussion below), the
then current and anticipated interest rates, and local market conditions,  among
other   things.   To  the  extent  cash  flow  is  generated  by  the  Operating
Partnerships,  such cash flow may be retained by the Operating  Partnerships  or
may be distributed at the discretion of management, pursuant to the terms of the
limited partnership agreements of the Operating Partnerships.

Wilder Richman Historic  Properties II, L.P has very limited operating activity;
accordingly,   the  results  of   operations   reflected  in  the   accompanying
consolidated  statements of operations are hghly representative of the Operating
Partnerships.  The Property generated cash flow for the three months ended March
31, 2005 (see Results of Operations,  below);  the Operating  Partnerships' cash
and cash  equivalents  as of March 31,  2005  have  decreased  by  approximately
$139,000  compared to December  31,  2004,  while  accounts  payable and accrued
expenses have  decreased by  approximately  $272,000.  The  replacement  reserve
account,  which is controlled  by the lender for the purpose of funding  planned
capital  improvements  and needed repairs,  is approximately  $1,084,000  (which
includes deposits to a voluntary  reserve),  as of March 31, 2005. The principal
reserve,  which is controlled by the lender for purposes of amortizing the debt,
is approximately $1,842,000 as of March 31, 2005. Each of the foregoing reserves
and escrows are reflected in the accompanying  consolidated  balance sheet as of
March 31, 2005 under the caption mortgage escrows and other deposits.

Because the  rehabilitation  of the Property was  completed  more than ten years
ago, management has been addressing the need for extensive capital improvements.
Significant  capital  improvements  have been completed over the past few years,
including roof replacement, replacement of the fire/smoke alarm system, elevator
repairs,  new entry doors and other repairs throughout the Complex. In addition,
the Operating General Partner has identified other potential significant capital
improvements and repairs  throughout the Complex,  which it intends to undertake
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's  objective has been to build up reserves to a
level  sufficient to reasonably  offset the potential  adverse  impact of future
increases in the low floater rates in addition to other contingencies, including
capital improvements and potential  significant  increases in real estate taxes.
The Operating General Partner intends to take into account, among other factors,
a similar analysis when considering making future annual distributions.

As mentioned above, the Operating General Partner commenced a process to receive
proposals  for the sale of the Property  during the fourth  calendar  quarter of
2005 and has received  offers.  An Agreement of Purchase and Sale was negotiated
and executed  effective April 3, 2006, subject to a due diligence period for the
purchaser  as well as various  other  terms and  conditions.  The  Agreement  of
Purchase  and Sale was  extended  four times,  the most recent  being on May 24,
2006,  resulting  in an offer of  $69,960,000  and a  nonrefundable  deposit  of
$4,390,000.  The due  diligence  period  has  expired  and a  closing  has  been
scheduled for July 14,2006,  subject to the approval of the  transaction  by the
Partnership,  among other conditions. There can be no assurance that a sale will
ultimately take place.

If a sale transaction is consummated,  understanding  that there is a reasonable
possibility  that it may not be consummated,  the operations of Registrant would
cease. The offer indicates that the carrying amount of the long-lived  assets is
recoverable based on applying the standard accounting tests for impairment.


                                       7
<PAGE>

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

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

Results of Operations

For the  three  months  ended  May  31,  2005,  the  consolidated  statement  of
operations  of the  Partnership  reflects net income of  $118,513,  inclusive of
depreciation and amortization expense of $415,814. Costs associated with planned
maintenance  and  improvements  of  approximately   $293,000  were  included  in
buildings and improvements for the three months ended March 31, 2005.  Operating
expenses  decreased for the three months ended March 31, 2005 as compared to the
three months  ended March 31, 2004 as a result of the timing of planned  repairs
which were  incurred  during the three  months  ended March 31,  2004.  Interest
expense  increased  for the three  months ended March 31, 2005 as a result of an
increase in the low floater  interest rates.  The average  interest rates on the
low floater  bonds for the three  months ended March 31, 2005 were 1.82% for the
tax exempt bonds and 2.46% for the taxable bonds. The average  occupancy for the
three  months  ended  March  31,  2005  was  approximately  95%.  The  Operating
Partnerships  generated  cash flow after  required  debt  service  payments  and
required  replacement  reserve  deposits during the three months ended March 31,
2005 of approximately $34,000, which includes required deposits to the principal
reserve  under the mortgages  (approximately  $116,000) and deposits to required
escrows (approximately $110,000).


For the  three  months  ended  May  31,  2004,  the  consolidated  statement  of
operations of the Partnership,  which has been restated to reflect  consolidated
operations of the  Partnership  and the Operating  Partnerships,  reflects a net
loss of $5,074,  inclusive of depreciation and amortization expense of $395,835.
The Operating  Partnerships'  results of  operations  for the three months ended
March 31, 2004 include  approximately  $143,000 of costs associated with planned
maintenance and improvements. Interest expense remained low for the three months
ended March 31, 2004 as a result of the average low floater  interest rates. The
average interest rates on the low floater bonds for the three months ended March
31, 2004 were 1.05% for the tax exempt  bonds and 1.19% for the  taxable  bonds.
The  average   occupancy   for  the  three  months  ended  March  31,  2004  was
approximately 95%. The Operating Partnerships generated cash flow after required
debt service payments and required replacement reserve deposits during the three
months ended March 31, 2005 of approximately  $234,000,  which includes required
deposits to the principal reserve under the mortgages  (approximately  $106,000)
and deposits to required escrows (approximately $19,000).


Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial information,  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 consolidated
financial statements.

The  Partnership  records  its  real  estate  assets  at cost  less  accumulated
depreciation  and, if there are  indications  that  impairment  exists,  adjusts
carrying  value of those  assets  in  accordance  with  Statement  of  Financial
Accounting  Standard  No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets."  See  Note  3  to  the  consolidated  financial  statements
regarding  certain assets and  liabilities of the Operating  Partnerships  being
classified as held for sale effective October 5, 2005.


                                       8
<PAGE>

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

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

As of May 31, 2005, under the direction of the Chief Executive Officer and Chief
Financial  Officer,  Registrant  evaluated the  effectiveness  of its disclosure
controls and procedures and concluded that (i) Registrant's  disclosure controls
and  procedures  were  effective as of May 31, 2005,  and (ii) there has been no
change in  Registrant's  internal  control over financial  reporting  during the
quarter ended May 31, 2005 that has materially affected, or is reasonably likely
to materially affect, such internal control over financial reporting.


                                       9
<PAGE>


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

                           Part II - Other Information


Item 1.       Legal Proceedings

              Registrant is not aware of any material legal proceedings.

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

              None

Item 3.       Defaults Upon Senior Securities

              None

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

              None

Item 5.       Other Information

              None

Item 6.       Exhibits

              Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
              Executive Officer
              Exhibit 31.2 Rule 13a-14(a)/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


                                       10
<PAGE>

                   Wilder Richman Historic Properties II, L.P.
                                    Form 10-Q
                                  May 31, 2005



                                   Signatures

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


                                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                                     By: Wilder Richman Historic Corporation
                                         General Partner


Dated:  June 8, 2006                     /s/ Richard Paul Richman
                                         -------------------------
                                         Richard Paul Richman
                                         Chief Executive Officer


Dated:  June 8, 2006                     /s/ Neal Ludeke
                                         -------------------------
                                         Neal Ludeke
                                         Chief Financial Officer


                                       11