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, 2002


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
<TABLE>
<CAPTION>

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

<S>                                                                               <C>
         Balance Sheets as of August 31, 2002 (Unaudited) and February 28, 2002   3

         Statements of Operations for the three and six month periods
           ended August 31, 2002 and 2001 (Unaudited)                             4

         Statements of Cash Flows for the six months
           ended August 31, 2002 and 2001 (Unaudited)                             5

         Notes to Financial Statements as of August 31, 2002 (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               10
         ---------------------------------------------------------
</TABLE>

<PAGE>


8




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





                                                     August 31, 2002
                                              (Unaudited)    February 28, 2002
                                              -----------    -----------------

ASSETS

Cash and cash equivalents                      $   104,472      $   119,417

Investments in operating partnerships            2,806,028        2,075,294

Other assets                                        11,035           10,779
                                               -----------      -----------

                                               $ 2,921,535      $ 2,205,490
                                               ===========      ===========


LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                            $     3,875      $    10,000
  Due to related parties                           181,702          174,201
                                               -----------      -----------

                                                   185,577          184,201
                                               -----------      -----------


Partners' equity (deficit)

  Partners' equity                               2,735,958        2,053,462

  Accumulated other comprehensive loss                              (32,173)
                                               -----------      -----------

                                                 2,735,958        2,021,289
                                               -----------      -----------

                                               $ 2,921,535      $ 2,205,490
                                               ===========      ===========



                       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, 2002   August 31, 2002   August 31, 2001   August 31, 2001
                             ---------------   ---------------   ---------------   ---------------

REVENUES

<S>                             <C>              <C>               <C>              <C>
  Interest                      $     612        $   1,255         $   1,373        $   3,144

EXPENSES

  Operating                        10,246           17,320             7,066           15,909
                                ---------        ---------         ---------        ---------

Loss from operations               (9,634)         (16,065)           (5,693)         (12,765)

Equity in income (loss) of
   operating partnerships         236,598          730,734           (43,733)          73,829
                                ---------        ---------         ---------        ---------


NET EARNINGS (LOSS)             $ 226,964        $ 714,669         $ (49,426)       $  61,064
                                =========        =========         =========        =========


NET EARNINGS (LOSS) PER UNIT
   OF LIMITED PARTNERSHIP
   INTEREST                     $  280.87        $  884.40         $  (61.16)       $   75.57
                                =========        =========         =========        =========

</TABLE>


                              See notes to financial statements.

                                       4

<PAGE>


                         WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                                   STATEMENTS OF CASH FLOWS
                          SIX MONTHS ENDED AUGUST 31, 2002 AND 2001
                                         (Unaudited)




                                                           2002          2001
                                                        ---------     ---------


CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings                                            $ 714,669     $  61,064
Adjustments to reconcile net earnings to net
     cash used in operating activities
      Equity in income of operating partnerships         (730,734)      (73,829)
      Increase in other assets                               (255)         (696)
      Decrease in other liabilities                        (6,125)
      Increase in due to related parties                    7,500         7,500
                                                        ---------     ---------

Net cash used in operating activities                     (14,945)       (5,961)
                                                        ---------     ---------

Net decrease in cash and cash equivalents                 (14,945)       (5,961)

Cash and cash equivalents at beginning of period          119,417       157,990
                                                        ---------     ---------

Cash and cash equivalents at end of period              $ 104,472     $ 152,029
                                                        =========     =========



                       See notes to financial statements.


                                       5


<PAGE>


                         WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                                NOTES TO FINANCIAL STATEMENTS
                                       AUGUST 31, 2002
                                         (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, 2002 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, 2002 are
        not necessarily  indicative of the results to be expected for the entire
        year.

<TABLE>
<CAPTION>
2.      The investments in Operating  Partnerships as of August 31, 2002 and February 28, 2002
        are as follows:


<S>                                                                              <C>
        Amount paid to investee through February 28, 2002                        $ 16,388,000

        Accumulated cash distributions from Operating Partnerships
           through February 28, 2002                                               (3,180,441)

        Equity in accumulated loss of Operating Partnerships
           through February 28, 2002                                              (11,132,265)
                                                                                -------------

        Balance, February 28, 2002                                                  2,075,294

        Equity in income of operating partnerships for the six months
           ended August 31, 2002                                                      730,734
                                                                                -------------

        Balance, August 31, 2002                                                $   2,806,028
                                                                                =============
</TABLE>

                                       6


<PAGE>


                         WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS - continued
                                       AUGUST 31, 2002
                                         (Unaudited)


Note 2 - continued

        The combined  balance sheets of the Operating  Partnerships as of August
        31, 2002 and December 31, 2001 are as follows:

                                               August 31, 2002    December 31,
                                                 (Unaudited)         2001
                                                 ------------    ------------
        ASSETS

        Land                                     $  1,150,473    $  1,150,473
        Buildings and equipment
         (net of accumulated depreciation
         of $17,467,238 and $16,721,225,
         respectively)                             36,941,925      37,687,449
        Cash and cash equivalents                   5,873,423       2,018,814
        Investment in bonds                                         1,348,817
        Deferred costs                                830,439         846,439
        Mortgage escrow deposits                    2,132,198       3,126,650
        Tenant security deposits                      871,779         870,216
        Other assets                                  153,127         146,898
                                                 ------------    ------------

                                                 $ 47,953,364    $ 47,195,756
                                                 ============    ============

        LIABILITIES AND PARTNERS' EQUITY

        Liabilities

         Mortgages payable                       $ 28,600,000    $ 28,600,000
         Accounts payable and accrued expenses         74,025          77,031
         Accrued interest                              14,902          14,902
         Tenant security deposits payable             870,216         870,216
         Due to general partner and affiliates        999,070         976,571
                                                 ------------    ------------

                                                   30,558,213      30,538,720
                                                 ------------    ------------

        Partners' equity

         Partners' equity                          17,395,151      16,689,534
         General partner                                              (32,498)
                                                 ------------    ------------

                                                   17,395,151      16,657,036
                                                 ------------    ------------

                                                 $ 47,953,364    $ 47,195,756
                                                 ============    ============

                                       7

<PAGE>


                         WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS - continued
                                       AUGUST 31, 2002
                                         (Unaudited)


Note 2 - Continued

        The unaudited statements of the operations of the Operating Partnerships
        for the six months ended June 30, 2002 and 2001 are as follows:



                                                         2002         2001
                                                      ----------   ----------
        Revenue

        Rent                                          $3,693,179   $3,734,361
                                                      ----------   ----------

                                                       3,693,179    3,734,361
                                                      ----------   ----------

        Expenses

        Administrative                                   299,882      555,463
        Operating                                      1,455,836    1,641,302
        Management fees                                  148,842      145,545
        Interest                                         288,491      581,818
        Depreciation and amortization                    762,013      702,955
                                                      ----------   ----------

                                                       2,955,064    3,627,083
                                                      ----------   ----------

        Net EARNINGS                                  $  738,115   $  107,278
                                                      ==========   ==========

        Net EARNINGS allocated to

        Wilder Richman Historic Properties II, L.P.   $  730,734   $   73,829
        General partner                                    7,381       33,449
                                                      ----------   ----------

                                                      $  738,115   $  107,278
                                                      ==========   ==========


3.      Additional   information,   including  the  audited  February  28,  2002
        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, 2002 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,  2002,  Wilder  Richman  Historic  Properties  II,  L.P.  (the
"Partnership") experienced few changes in its financial condition as compared to
February  28,  2002,  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, 2002.

The Operating  Partnerships  refinanced  their respective  outstanding  mortgage
liabilities as of April 28, 2000 (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.

As a result of the reduction of the mortgage interest rate, there may be greater
potential for the Operating  Partnerships  to generate cash flow.  However,  the
Partnership's ability to make distributions will depend on the level of interest
rates and future  operating  results  of the  Complex,  which will be  extremely
dependent on competition,  market conditions and needed capital improvements and
repairs.  Accordingly,  there  can be no  assurance  as to  whether  or not  the
Partnership may be able to make  distributions,  nor the timing or amount of any
potential  distributions to Limited Partners. The Operating General Partners and
the General Partner plan to periodically  assess the possible resumption of cash
flow distributions,  based on the results of operations,  the physical condition
of the Property (see discussion  below),  the then current  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.

The Property is reporting  cash flow for the six months ended June 30, 2002 (see
Results of  Operations,  below) and the  Operating  Partnerships'  cash and cash
equivalents  and  investment  in bonds as of June 30,  2002  have  increased  by
approximately  $2,505,000  compared to December 31, 2001, while accounts payable
and accrued  expenses have decreased by  approximately  $3,000.  The increase of
$2,505,000  noted  above is  inclusive  of draws  from the  capital  improvement
reserve  of  $1,322,000,  which  relates  to capital  improvements  funded  from
operations during 2000 and 2001. 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  $820,000 and
$160,000,  respectively,  as of June 30, 2002. The principal  reserve,  which is
controlled by the lender for purposes of paying off the debt,  is  approximately
$697,000 as of June 30,  2002.  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 were scheduled
for  the  Complex   throughout  2000  and  2001.  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
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.  Furthermore,  the local
rental market has softened due to the recent  economic  recession and the events
of September  11, 2001;  as a result,  the local  competition  has reduced their
rental rates.  Management has implemented  rental  reductions and concessions in
order to maintain its position in the market,  which will adversely  affect cash
flow;  such affect may be offset (or  exacerbated) by changes in the low floater
mortgage interest rates.  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)
           -------------------------------------

As a result of the cumulative preferred return and the time that Units have been
held, the  Partnership  has agreed with the Operating  General Partner to hire a
national  brokerage and marketing  firm to privately  solicit offers to purchase
the Property from major  apartment  owners on a  confidential  basis in order to
determine  the current  market  value of the  Property.  The  Operating  General
Partner and the Partnership believe it is appropriate to maintain a confidential
process since the public release of information  could have a negative impact on
the  operations  of the Property.  The  Partnership  and the  Operating  General
Partner  intend  to review  such  offers  and then  evaluate  alternatives.  The
Partnership  anticipates  having feedback with respect to the marketing  efforts
before the year end, and plans to include such information in its next quarterly
report.

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, 2002,  the  statement of  operations  of the
Partnership  reflects net earnings of $714,669,  which includes equity in income
of operating  partnerships of $730,734.  The Operating Partnerships reported net
earnings  during the six months  ended June 30, 2002 of  $738,115,  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  Operating   Partnerships'  results  of
operations  for the six  months  ended  June  30,  2002  reflect  a  significant
reduction in interest expense compared to the six months ended June 30, 2001 due
to a decline in the average low floater  interest  rates.  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%.

For the six months ended August 31, 2001,  the  statement of  operations  of the
Partnership reflects net earnings of $61,064, which includes equity in income of
operating  partnerships  of $73,829.  The  Operating  Partnerships  reported net
earnings  during the six months ended June 30, 2001 of $107,278,  which includes
depreciation and amortization  expense of $702,955,  and non capitalized planned
maintenance  expenditures of approximately  $349,000. The Operating Partnerships
generated cash flow from  operations  after  required debt service  payments and
required  replacement reserve deposits during the six months ended June 30, 2001
of approximately  $562,000,  which includes principal reserve deposits under the
mortgages   (approximately   $164,000)   and   deposits  to   required   escrows
(approximately  $38,000). The Operating  Partnerships' results of operations for
the six months ended June 30, 2001 include the settlement of previously  pending
litigation  matters in the aggregate amount of $150,000,  including  plaintiffs'
legal  fees,  plus  the  Operating   Partnerships'  legal  fees.  The  Operating
Partnerships'  results of operations for the six months ended June 30, 2001 were
enhanced  by the  April  2000  refinancing,  as  interest  expense  declined  by
approximately  $345,000  compared  to the six months  ended June 30,  2000.  The
average  interest  rates on the low floater  bonds for the six months ended June
30, 2001 were 3.77% for the tax exempt bonds and 5.63% for the taxable bonds.


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.

                                       10

<PAGE>


                         WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                                 Part II - Other Information


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

           The Partnership 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
           ---------------------------------------------------

           None

Item 5.    Other Information
           -----------------

           None

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

        a. Exhibits

           Exhibit 99.1 Certification of Chief Executive Officer
           Exhibit 99.2 Certification of Chief Financial Officer

        b. Reports on Form 8-K

           None

                                       11
<PAGE>


                         Wilder Richman Historic Properties II, L.P.
                                          Form 10-Q
                                       August 31, 2002


                                          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:  October 15, 2002            /s/ Richard Paul Richman
                                    --------------------------------------------
                                    Richard Paul Richman
                                    President and Chief Executive Officer


                                       12