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, 1997


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



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                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                        Part I - Financial Information

<S>                                                                     <C>
Table of Contents

Item 1.     Financial Statements                                          Page

       Balance Sheets as of August 31, 1997 (Unaudited) and February
           28, 1997
                                                                           3
       Statements of Operations for the three and six month periods
         ended August 31, 1997 and 1996 (Unaudited)                        4

       Statements of Cash Flows for the six months
         ended May 31, 1997 and 1996 (Unaudited)                           5

       Notes to Financial Statements as of August 31, 1997 (Unaudited)     6

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



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





                                         August 31, 1997
                                             (Unaudited)    February 28, 1997

ASSETS
<S>                                               <C>                 <C>
Cash and cash equivalents                   $    634,788       $    629,975

Investment in operating partnerships           1,910,403          2,059,757

Note receivable                                  317,713            317,713

Accrued interest receivable                      108,877             98,436
                                          --------------     --------------

                                             $ 2,971,781        $ 3,105,881
                                             ===========        ===========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Other liabilities                       $        7,125    $      10,000
  Due to related parties                         146,701          139,201
                                           -------------       -----------

                                                 153,826           149,201
                                           -------------       -----------


Partners' equity (deficit)

  Limited partners                             2,956,084         3,093,422
  General partner                               (138,129)         (136,742)
                                           -------------      ------------

                                               2,817,955         2,956,680

                                             $ 2,971,781       $ 3,105,881
                                             ===========       ===========



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                       See notes to financial statements.
                                        3



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


                      Three Months  Six Months     Three Months   Six Months
                          Ended        Ended           Ended         Ended
                       August 31,    August 31,     August 31,    August 31,
                           1997         1997           1996          1996
<S>                        <C>          <C>            <C>           <C>
REVENUES

  Interest         $      13,938   $   27,55      $  13,123      $   24,543

EXPENSES

  Operating               10,979      16,926         14,543          21,088
                     ------------  ---------   ------------     -----------
         

Income (loss) from 
  operations               2,959      10,629         (1,420)          3,455

Equity in loss of
   operating
   partnerships          (35,681)   (149,354)      (294,327)       (448,458)
                  ----------------- ---------------- ------------- ------------

NET LOSS           $     (32,722)$  (138,725)    $ (295,747)      $ (445,003)
                   ================ =============== ============ =============

NET LOSS PER UNIT OF
  LIMITED PARTNERSHIP
  INTEREST         $      (40.49)   $  (171.67)$    (365.99)      $  (550.69)
                   ================= ================= =====================





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                       See notes to financial statements.
                                        4

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                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                           STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED AUGUST 31, 1997 AND 1996
                                 (Unaudited)




                                                 1997               1996
                                          -----------------   ----------
<S>                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                      $   (138,725)  $   (445,003)

Adjustments to reconcile net loss to
 net cash provided by operating activities
   Equity in loss of operating partnerships        149,354        448,458
   Increase in accrued interest receivable         (10,441)       (10,555)
   Decrease in other liabilities                    (2,875)
   Increase in due to related parties                7,500          7,500
                                          ----------------  ---------------

Net cash provided by operating activities            4,813            400
                                          ----------------  ----------------

Net increase in cash and cash equivalents            4,813            400

Cash and cash equivalents at beginning of period   629,975        615,815
                                                  --------------  --------- 

Cash and cash equivalents at end of period      $  634,788  $     616,215
                                             =============  =============


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                       See notes to financial statements.
                                        5
   

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                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            NOTES TO FINANCIAL STATEMENTS
                                   AUGUST 31, 1997
                                     (Unaudited)





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  results  of the  interim  periods  presented.  All
      adjustments  are of a normal  recurring  nature.  No significant  events
      have   occurred   subsequent  to  February  28,  1997  and  no  material
      contingencies  exist which would require  additional  disclosures in the
      report under Regulation S-X, Rule 10-01 paragragh A-5.

      The results of operations for the six months ended August 31, 1997 are not
      necessarily indicative of the results to be expected for the entire year.

2.    The  investment  in  Operating  Partnerships  as of August 31,  1997 and
      February 28, 1997 is as follows:
      <S>                                                             <C>

      Amount paid to investee through February 28, 1997         $  16,388,000

      Accumulated cash distributions from Operating Partnerships
       through February 28, 1997                                   (3,180,441)

      Equity in accumulated loss of Operating Partnerships
       through February 28, 1997                                  (11,147,802)

      Balance, February 28, 1997                                   2,059,757

      Equity in loss of Operating Partnerships March 1, 1997
       to August 31, 1997                                           (149,354)

      Balance, August 31, 1997                               $     1,910,403
                                                             ===============


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                                       6






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                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                  NOTES TO FINANCIAL STATEMENTS - continued
                               AUGUST 31, 1997
                                 (Unaudited)


2.    Continued

      The combined  balance sheets of the Operating  Partnerships as of June 30,
      1997 and December 31, 1996 are as follows:

                                               June 30, 1997
                                                (Unaudited)    December 31, 1996
     <S>                                              <C>             <C>
      ASSETS

      Land                                   $   1,150,473    $   1,150,473
      Buildings and equipment (net of accumulated depreciation
        of $10,532,408 and 9,869,372)           42,076,718       42,739,754
      Cash and cash equivalents                    779,880          563,084
      Tenant accounts receivable                    13,921
      Deferred costs                               558,997          580,814
      Mortgage escrow deposits                     964,420          902,221
      Tenant security deposits                     630,000          630,000
      Other assets                                  58,448            1,935
                                               -----------            -----
           

                                              $ 46,232,857     $ 46,568,281
                                              ============     ============

      LIABILITIES AND PARTNERS' EQUITY

      Liabilities

        Mortgages payable                     $ 26,898,035     $ 27,015,128
        Notes payable                              317,713          317,713
        Accounts payable and accrued expenses       26,231          118,418
        Accrued interest                           240,728          230,288
        Tenant security deposits payable           630,000          630,000
        Due to general partner and affiliates    1,741,222        1,660,566

                                                29,853,929       29,972,113

      Partners' equity

        Wilder Richman Historic Properties 
          II, L.P.                               1,910,403        2,059,757
        General partner                         14,468,525       14,536,411
                                            --------------   --------------

                                                16,378,928       16,596,168

                                             $  46,232,857     $ 46,568,281
                                             =============     ============

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                                       7




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                 WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                  NOTES TO FINANCIAL STATEMENTS - continued
                               AUGUST 31, 1997
                                 (Unaudited)


2.    (Continued)

      The unaudited  statements of operations of the Operating  Partnerships for
      the six months ended June 30, 1997 and 1996 are as follows:


                                                    1997               1996
                                             -----------------  -----------
       <S>                                        <C>                 <C>
      REVENUE

      Rent                                   $ 2,890,855          $ 2,716,588
                                             -----------          -----------

                                               2,890,855            2,716,588
                                            ------------         ------------

      EXPENSES

      Administrative                             302,310              313,634
      Operating                                1,099,305            1,144,576
      Management fees                                     86,411       80,857
      Interest                                   935,218              967,474
      Depreciation and amortization              648,852              663,035
                                           -------------        -------------

                                               3,108,096            3,169,576
                                            ------------         ------------

      NET LOSS                                $  (217,241)        $  (452,988)
                                              ===========         ===========


      NET LOSS ALLOCATED TO

      Wilder Richman Historic Properties
          II, L.P.                            $  (149,354)        $  (448,458)
      General Partner                             (67,887)             (4,530)
                                            -------------      --------------

                                              $  (217,241)        $  (452,988)
                                              ===========         ===========




3.    Additional information,  including the audited February 28, 1997 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, 1997 on file with the Securities
      and Exchange Commission.


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                                       8
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                 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, 1997,  Wilder Richman  Historic  Properties II, L.P. (the
      "Partnership")  experienced  few  changes in its  financial  condition  as
      compared to February 28, 1997, with the exception of the investment in the
      Operating  Partnerships  resulting  from the  equity in loss of  Operating
      Partnerships  for the six  months  ended  August 31,  1997.  Cash and cash
      equivalents of the Partnership includes  approximately  $582,000 which was
      previously held in an operating  deficit escrow  established in connection
      with the  refinancing  of the  mortgages  of the  Operating  Partnerships.
      Pursuant to the Partnership Agreement,  such funds 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 continue to
      hold such funds. The Partnership's  advance to the Operating  Partnerships
      in the  amount of  $317,713  in  connection  with the  refinancing  of the
      mortgages remains  outstanding.  For the six months ended August 31, 1997,
      the  Partnership  accrued  interest  of  $10,441 on such  advance  and has
      accrued  aggregate  interest on such  advance of $108,877 as of August 31,
      1997.

      Because of the outstanding advance, the Operating Partnerships are subject
      to  restrictions  concerning cash flow  distributions.  Cash flow, if any,
      generated subsequent to 1995 may be retained by the Operating Partnerships
      or may be distributed at the  discretion of  management.  If  distributed,
      such cash flow  distributions  must  follow the  priority  of (i)  accrued
      interest owing to the Partnership, (ii) principal owing to the Partnership
      and (iii)  thereafter,  pursuant to the terms of the  limited  partnership
      agreements of the Operating  Partnerships.  Although  recent rental market
      conditions have been strong,  management has been accumulating reserves to
      protect  against  potential  adverse  changes  in  market  conditions  and
      unanticipated expenses.  Accordingly,  the Partnership does not anticipate
      making  significant cash flow  distributions in the near future and cannot
      determine  the extent of cash flow  distributions  over the long term.  In
      addition to its cash balances, the Operating  Partnerships' balance in the
      replacement reserve account,  which is controlled by the lender to be used
      for certain repairs or capital improvements, was approximately $647,000 as
      of June 30,  1997.  The  Operating  Partnerships  are  required to deposit
      $16,667  per month  into the  replacement  reserve  through  June 1997 and
      $5,400 per month thereafter.

      As of June 30, 1997,  the  Operating  Partnerships'  liquidity is improved
      compared to  December  31,  1996,  with cash and cash  equivalents  having
      increased by  approximately  $217,000 and the  replacement  reserve having
      increased by  approximately  $100,000 while  accounts  payable and accrued
      expenses have decreased by approximately $92,000.  However, due to general
      partner  and  affiliates  increased  by  approximately  $81,000 due to the
      accrual of management fees and investor service fees.

      The  Partnership's  operating  results are  dependent  upon the  operating
      results of the Operating Partnership 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.  Equity in
      loss  of  each  investment  in  Operating  Partnership  allocated  to  the
      Partnership  is recognized to the extent of the  Partnership's  investment
      balance in each Operating Partnership. Any equity in loss in excess of the
      Partnership's  investment balance in an Operating Partnership is allocated
      to other partners' capital in any Operating Partnership.  As a result, the
      equity in loss of investment in Local Partnerships is expected to decrease
      as the  Partnership's  investment  balances  in the  respective  Operating
      Partnerships become zero.  However,  the combined statements of operations
      of the  Operating  Partnerships  reflected in Note 2 to the  Partnership's
      financial  statements  include  the  operating  results  of all  Operating
      Partnerships, regardless of the Partnership's investment balances.

      For the six months ended August 31, 1997,  the  statement of operations of
      the Partnership reflects a net loss of $138,725,  which includes equity in
      loss of Operating  Partnerships of $149,354.  Nonrecognition  of losses of
      the Partnership's  investment in Dixon Mills Phase I during the six months
      ended August 31, 1997 was  approximately  $66,000 in  accordance  with the
      equity method of  accounting.  The Operating  Partnerships  reported a net
      loss during the six months ended June 30, 1997 of  $217,241,  inclusive of
      depreciation  and  amortization  of  $648,852.   However,   the  operating
      Partnerships generated cash flow after required debt service

                                       9
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                    WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

      payments  and  required  replacement  reserve  deposits  of  approximately
      $331,000  during  the six  months  ended  June 30,  1997,  which  includes
      principal  amortization under the mortgages  (approximately  $117,000) and
      deposits  to  required  escrows  (approximately  $104,000),  and  excludes
      accrued  fees to  affiliates  of the  Operating  General  Partner  and the
      General  Partner  (approximately  $74,000)  and  accrued  interest  to the
      Partnership  (approximately  $10,000).  The Operating Partnerships did not
      utilize  any  replacement  reserves  during the six months  ended June 30,
      1997.

      For the six months ended August 31, 1996,  the  statement of operations of
      the Partnership reflects a net loss of $445,003,  which includes equity in
      loss of Operating  Partnerships  of $448,458.  The Operating  Partnerships
      reported a net loss during the six months ended June 30, 1996 of $452,988,
      inclusive of  depreciation  and  amortization  of $663,035.  However,  the
      Operating  Partnerships  generated cash flow for the six months ended June
      30, 1996 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) and accrued interest to the Partnership (approximately $10,000).

      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").  Such housing includes asking rents that are
      comparable and higher than rents currently charged by the Complex.  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 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  months   ended  June  30,  1997  and  1996  was
      approximately 98% and 98%,  respectively.  The future operating results of
      the  Complex  will  be  extremely  dependent  on  competition  and  market
      conditions and therefore may be subject to significant volatility.






                                       10








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



Item 1.  Legal Proceedings.

         As of August 31, 1997, 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.

A        former employee of the Operating Partnerships filed a complaint through
         the Equal Employment Opportunity Commission claiming sexual harassment.
         The Operating  General Partner cannot measure the potential  liability,
         if
         any, at this time.

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


                                       11







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                                  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, 1997            /s/         Richard          Paul
                                    ---------------------------------
Richman
                                    Richard Paul Richman
                                    President and Chief Executive
                                    Officer


                                       12


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