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, 1996


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.

                                 FORM 10-Q INDEX

                                 AUGUST 31, 1996


                  PART I - FINANCIAL INFORMATION                  PAGE NUMBER
                  ------------------------------                  -----------

Item 1. -         Unaudited Financial Statements

                      Balance Sheets                                  3

                      Statements of Operations                        4

                      Statements of Cash Flows                        5

                      Notes to Financial Statements                   6

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


                  PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

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

Item 5.           Other Information


                                        2

<PAGE>
<PAGE>
<TABLE>
<CAPTION>

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



                                             August 31, 1996    February, 29
ASSETS                                          (Unaudited)           1996
<S>                                                 <C>               <C> 
   Cash and cash equivalents                      $   616,215      $   615,815

   Investments in operating partnerships            2,411,279        2,859,737

   Note receivable                                    317,713          317,713

   Accrued interest receivable                         88,053           77,498
                                                  -----------      -----------

                                                  $ 3,433,260      $ 3,870,763
                                                  ===========      ===========


LIABILITIES AND PARTNERS' EQUITY

   Liabilities:
     Other liabilities                           $     10,000      $    10,000
     Due to related parties                           131,701          124,201
                                                 ------------      -----------

                                                      141,701          134,201
                                                 ------------      -----------

   Contingencies:

     Partners' equity (deficit):
     Limited partners                               3,424,952        3,865,505
     General partner                                 (133,393)        (128,943)
                                                 ------------      -----------

                                                    3,291,559        3,736,562

                                                 $  3,433,260      $ 3,870,763
                                                 ============      ===========













                       See notes to financial statements.
</TABLE>
                                        3

<PAGE>
<TABLE>
<CAPTION>



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


             Six Months       Three Months       Six Months      Three Months
                Ended            Ended              Ended           Ended
           August 31, 1996   August 31, 1996   August 31, 1995  August 31, 1995
           ---------------   ---------------   ---------------  ---------------
<S>         <C>               <C>               <C>              <C>
REVENUES

 Interest  $       24,543     $       13,123     $      20,482    $    11,212
           --------------      --------------     ------------    -----------

EXPENSES

  Operating        21,088             14,543            20,800         12,732
          ---------------     --------------      ------------    -----------

Income (loss)
 from operations    3,455             (1,420)             (318)         (1,520)

Equity in loss 
 of operating
 partnerships     (448458)          (294,327)         (564,832)       (327,167)
          ---------------     --------------     -------------     -----------

NET LOSS  $      (445,003      $    (295,747)     $   (565,150)    $  (328,687)
          ===============      =============      ============     ===========

NET LOSS 
PER UNIT OF
LIMITED 
PARTNERSHIP
INTEREST $        (550.69)     $     (365.99)      $     (699.37) $    (406.75)
         ================      =============       =============  ============




















</TABLE>

                       See notes to financial statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>

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



                                                 Six Months       Six Months
                                                   Ended             Ended
                                              August 31, 1996   August 31, 1995
<S>                                            <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                    $   (445,003)     $   (565,150)
   Adjustments to reconcile net loss to
    net cash used in operating activities:
      Equity in loss of operating partnerships      448,458            564,832
      Increase in interest receivable               (10,555)           (10,555)
      Increase in due to related parties              7,500             7,500
                                               ------------        ------------

      Net cash provided by 
        (used in) operating activities                  400             (3,373)
                                               ------------         -----------

NET  INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                     400             (3,373)

CASH AND CASH EQUIVALENTS, beginning                615,815             30,836
                                             --------------        -----------

CASH AND CASH EQUIVALENTS, end                $     616,215        $    27,463
                                              =============        ===========





















</TABLE>


                       See notes to financial statements.

                                        5

<PAGE>
<TABLE>
<CAPTION>


                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 1996
                                   (Unaudited)



Note       1. The accompanying unaudited financial statements have been prepared
           in accordance  with  generally  accepted  accounting  principles  for
           interim  financial  information.  They do not include all information
           and footnotes  required by generally accepted  accounting  principles
           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  result  so the  interim  periods
           presented. All adjustments are of a normal recurring nature.

           The results of  operations  for the six months  ended August 31, 1996
           are not necessarily  indicative of the results to be expected for the
           entire year.


     Note 2. The investment in Operating  Partnerships as of August 31, 1996 and
February 29, 1996 are as follows:
           <S>                                                  <C> 
           Amount paid to investee through February 29, 1996    $   16,388,000

           Accumulated cash distributions from Operating 
             Partnerships through February 29, 1996                 (3,180,441)

           Equity in accumulated loss of Operating Partnerships
             through February 29, 1996                             (10,347,822)
                                                                 -------------

           Balance as of February 29, 1996                           2,859,737

           Equity in loss of Operating Partnerships 
              March 1, 1996 to August 31, 1996                        (448,458)
                                                                 -------------

           Balance as of August 31, 1996                          $  2,411,279
                                                                  ============


</TABLE>
                                        6

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 AUGUST 31, 1996
                                   (Unaudited)



Note 2  -  Continued

           The combined balance sheets of the Operating  Partnerships as of June
           30, 1996 (unaudited) and December 31, 1995 are as follows:

                                              June 30, 1996  December 31, 1995
Assets:
<S>                                            <C>               <C>    
  Land                                         $   1,150,473     $   1,150,473
  Buildings and equipment (net of accumulated 
   depreciation of $9,212,704 and $8,549,669, 
   respectively)                                  43,411,348        44,059,457
             Cash and cash equivalents               149,935            80,531
             Deferred costs                          602,631           624,448
             Mortgage escrow deposits                929,606           848,818
             Tenant security deposits                616,685           601,984
             Other assets                            203,652            71,098
                                               -------------     -------------

                                                $ 47,064,330      $ 47,436,809
                                                ============      ============

Liabilities

  Mortgages payable                             $ 27,128,409      $ 27,237,789
  Notes payable                                      317,713           317,713
  Accounts payable and accrued expenses              221,373           135,598
  Accrued interest                                   221,243           210,804
  Tenants' security deposits payable                 616,090           601,984
  Due to general partner and affiliates            1,561,164         1,481,595
                                              --------------      ------------

                                                  30,065,992        29,985,483
                                               -------------     -------------

Partners' equity

  Wilder Richman Historic Properties II, L.P.     2,411,279          2,859,737
  General partner                                14,587,059         14,591,589
                                              -------------      -------------

                                                 16,998,338         17,451,326
                                              -------------      -------------

                                               $ 47,064,330       $ 47,436,809
                                               ============       ============


</TABLE>
                                        7

<PAGE>
<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                 AUGUST 31, 1996
                                   (Unaudited)



Note 2  -  Continued

           The  unaudited  combined  statements  of  operations of the Operating
           Partnerships  for the six months  ended June 30, 1996 and 1995 are as
           follows:

                                      Six Months                 Six Months
                                        Ended                      Ended
                                    June 30, 1996              June 30, 1995
                                    -------------              -------------
           <S>                       <C>                        <C>
           Revenues

             Rent                    $ 2,716,588                 $ 2,515,407
                                     -----------                 -----------

           Expenses

             Administrative              313,634                    362,737
             Operating                 1,144,576                  1,005,282
             Management fees              80,857                     62,500
             Interest                    967,474                    992,390
             Depreciation and 
              amortization               663,035                    663,035
                                  --------------             --------------

                                       3,169,576                  3,085,944
                                   -------------              -------------

           Net Loss                 $   (452,988)             $    (570,537)
                                    ============              =============

           Net Loss Allocated to
             Wilder Richman Historic
              Properties II, L.P.   $   (448,458)             $    (564,832)
             General partner              (4,530)                    (5,705)
                                  ---------------            ---------------

                                    $   (452,988)             $    (570,537)
                                    =============             =============



Note       3. Additional  information,  including the audited  February 29, 1996
           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  29,  1996 on  file  with  the
           Securities and Exchange Commission.





</TABLE>

                                        8

<PAGE>



                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

        As of August 31, 1996, Wilder Richman Historic  Properties II, L.P. (the
        "Partnership")  experienced  few changes in its  financial  condition as
        compared to February 29, 1996,  with the exception of the  investment in
        the  Operating  Partnerships  resulting  from  the  equity  in  loss  of
        Operating Partnerships for the six months ended June 30, 1996.

        The lender  released the letters of credit  associated with the mortgage
        modification  on  January  1, 1996 and Chase  Manhattan  Bank  ("Chase")
        released the Operating  Partnerships from their debt to Chase;  however,
        the Partnership's advance to the Operating Partnerships in the amount of
        $317,713 remains outstanding.  For the six month period ended August 31,
        1996, the  Partnership  accrued  interest of $10,554 on such advance and
        has accrued  aggregate  interest on such advance of $88,053 as of August
        31, 1996.  Pursuant to the amended limited  partnership  agreement,  the
        previously  restricted  funds of the Partnership may be held or utilized
        for other Partnership purposes in the discretion of the General Partner.
        Presently,  the General Partner intends for the Partnership to hold such
        funds.

        The  Operating  Partnerships  reported  a net loss  during the six month
        period  ended June 30,  1996 of  approximately  $453,000,  inclusive  of
        depreciation and amortization of approximately  $685,000.  The Operating
        Partnerships  reported a net loss during the six month period ended June
        30,  1995 of  approximately  $571,000,  inclusive  of  depreciation  and
        amortization of approximately $663,000.

        The principle reason for the lower loss in 1996 is an increase in rental
        revenue of  approximately  $200,000  partially  offset by an increase in
        expenses (substantially  represented by an increase in real estate taxes
        of  approximately  $100,000  per annum).  The  operating  results of the
        Operating  Partnerships for the six months ended June 30, 1996,  reflect
        positive operations of approximately $121,000,  which includes principal
        amortization under the mortgages  (approximately  $109,000) and deposits
        to required escrows  (approximately  $85,000), and excludes accrued fees
        to affiliates of the Operating  General  Partner and the General Partner
        (approximately  $73,000),  depreciation  and  amortization  of  deferred
        financing  costs  (approximately  $685,000) and interest  accrued to the
        Partnership  (approximately  $10,000)  discussed  above.  The ability to
        perform at recent levels will be dependent on the ability to lease units
        as lease terms expire on a month to month basis.  The average  occupancy
        for the six-month period ended June 30, 1996 was approximately 98%.

        Although the  Operating  Partnerships  are  operating  above  breakeven,
        management is continuing to examine  methods to maintain high  occupancy
        rates and economize  operating  expenses.  Recently,  there has been new
        construction of luxury multi-family housing in the vicinity of the Dixon
        Mill Complex (the  "Complex")  which is  approximately  50% leased (with
        expected building  completion  representing  approximately 500 apartment
        units  during the second  quarter  of 1997) with  asking  rents that are
        substantially  higher  than  rents  currently  charged  by the  Complex.
        Although the Complex has not been  adversely  impacted  thus far, it has
        not been  determined  whether  such new housing  will have a positive or
        negative  impact  on the  Complex  or its cash flow in the  future.  The
        future operating  results of the Complex will be extremely  dependent on
        competition  and  market  conditions  and  therefore  may be  subject to
        significant  volatility.  The period for  potential  historic tax credit
        recapture expired November, 1995.

                                        9

<PAGE>



                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                           Part II - Other Information




Item 1.       Legal Proceedings

              As of August  31,  1996,  there  were no  material  pending  legal
              proceedings  to which  Registrant or any of its  affiliates  was a
              party or to which any of their property was subject except for the
              following:

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


Item 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

              None

                                       10

<PAGE>




                                   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, 1996                            /s/ Richard Paul Richman
                                                     ------------------------
                                                         Richard Paul Richman
                                         President and Chief Executive Officer











                                       11