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, 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 of Contents
-----------------

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

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

           Consolidated Statements of Operations for the three and six
             month periods ended August 31, 2005 and 2004 (Unaudited)        4

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

           Notes to Financial Statements as of August 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


                                        2
<PAGE>

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

<TABLE>
<CAPTION>

                                                             August 31, 2005
                                                               (Unaudited)          February 28, 2005
                                                             ---------------        -----------------
<S>                                                           <C>                      <C>
ASSETS

Land                                                           $ 1,150,473             $ 1,150,473

Building and improvements,
    net of accumulated depreciation of $22,244,175 and
    $21,427,397, respectively                                   35,331,198              35,349,870

Cash and cash equivalents                                        4,727,513               5,909,227

Deferred costs net of accumulated amortization
    of $148,500 and $133,650, respectively                         742,489                 757,339

Mortgage escrows and other deposits                              3,770,117               3,285,704

Tenant security deposits                                           687,480                 687,480

Other assets                                                       172,434                  32,706
                                                               -----------             -----------

                                                               $46,581,704             $47,172,799
                                                               ===========             ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

    Mortgage payable                                           $28,600,000             $28,600,000
    Accounts payable and accrued expenses                          298,088                 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                                       2,047,971               1,979,482
                                                               -----------             -----------

                                                                31,655,612              31,785,896
                                                               -----------             -----------
MINORITY INTEREST                                               14,598,915              14,596,070
                                                               -----------             -----------

PARTNERS' EQUITY                                                   327,177                 790,833
                                                               -----------             -----------

                                                               $46,581,704             $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
                                   (Unaudited)


<TABLE>
<CAPTION>

                                         Three Months        Six Months         Three Months         Six Months
                                            Ended              Ended               Ended               Ended
                                       August 31, 2005     August 31, 2005     August 31, 2004     August 31, 2004
                                       ---------------     ---------------     ---------------     ---------------
                                                                                  Restated            Restated
<S>                                     <C>                 <C>                 <C>                 <C>
REVENUES

Rent                                    $ 1,759,550         $ 3,524,073         $ 1,687,064         $ 3,363,413
                                        -----------         -----------         -----------         -----------

EXPENSES
    Administrative                          192,968             365,303             169,400             357,762
    Operating                               705,421           1,451,990             764,406           1,617,224
    Management fee - affiliate               91,853             176,096             101,542             170,159
    Investor service fees - affiliate        25,078              46,868              28,921              45,684
    Financial                               256,782             457,144             139,192             278,581
    Depreciation and amortization           415,814             831,628             395,837             791,672
    State of New Jersey Filing Fee            6,000              34,500              28,050              56,100
                                        -----------         -----------         -----------         -----------

                                          1,693,916           3,363,529           1,627,348           3,317,182
                                        -----------         -----------         -----------         -----------

INCOME FROM OPERATIONS                       65,634             160,544              59,716              46,231

Interest revenue                             33,321              58,645               9,573              18,444
                                        -----------         -----------         -----------         -----------

Net income before minority
interest                                     98,955             219,189              69,289              64,675

Minority interest income of
operating partnerships                       (1,124)             (2,845)             (1,190)             (1,650)
                                        -----------         -----------         -----------         -----------

NET INCOME                              $    97,831         $   216,344         $    68,099         $    63,025
                                        ===========         ===========         ===========         ===========

   Net income allocated to

     Limited partners                        96,853             214,181              67,418              62,395

     General partner                            978               2,163                 681                 630
                                        -----------         -----------         -----------         -----------

                                        $    97,831         $   216,344         $    68,099         $    63,025
                                        ===========         ===========         ===========         ===========

NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST                    $    121.07         $    267.73         $     84.27         $     77.99
                                        ===========         ===========         ===========         ===========
</TABLE>


                 See notes to consolidated financial statements.


                                        4
<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED AUGUST 31, 2005 AND 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                       2005                   2004
                                                                   -----------            -----------
                                                                                            Restated
<S>                                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                         $   216,344            $    63,025
Adjustments to reconcile net income to net cash used in
   operating activities
     Depreciation and amortization                                     831,628                791,672
     Minority interest in income of operating partnerships               2,845                  1,650
     Decrease in tenant security deposits                                1,625
     Increase in other assets                                         (139,728)              (135,700)
     Decrease in accounts payable and accrued expenses                (142,673)              (171,885)
     Increase in accrued interest payable                               25,954
     Decrease in State of New Jersey filing fee                        (56,100)               (56,100)
     Increase in due to related parties                                 68,489                 56,617
                                                                   -----------            -----------

Net cash provided by operating activities                              780,805                576,858
                                                                   -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets                                              (798,106)              (300,000)
Increase in mortgage escrows and other deposits                       (484,413)              (410,197)
Net cash of consolidating subsidiaries as of beginning of year              --              6,788,271
                                                                   -----------            -----------

Net cash provided by (used in) investing activities                 (1,282,519)             6,078,074
                                                                   -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Distribution to limited partners                                      (680,000)
                                                                   -----------

Net cash used in financing activities                                 (680,000)
                                                                   -----------

Net increase (decrease) in cash and cash equivalents                (1,181,714)             6,654,932

Cash and cash equivalents at beginning of period                     5,909,227                 14,982
                                                                   -----------            -----------

Cash and cash equivalents at end of period                         $ 4,727,513            $ 6,669,914
                                                                   ===========            ===========

SUPPLEMENTAL INFORMATION

Financial expenses paid                                            $   434,312            $   278,581
                                                                   ===========            ===========
</TABLE>


                 See notes to consolidated financial statements.


                                        5
<PAGE>

          WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 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 six months ended August 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 and six months ended
      August  31,  2004 was  based  on the  equity  method  of  accounting.  The
      accompanying  financial  statements as of and for the three and six months
      ended August 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 August 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.

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

Liquidity and Capital Resources

As of August  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 and six month  periods  ended August 31, 2005 and 2004 with respect to the
Partnership and for the three and six month periods ended June 30, 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 six  months  ended June 30,  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 highly representative of the Operating
Partnerships.  The Property  generated cash flow from  operations  (before costs
incurred in connection with building improvements) for the six months ended June
30, 2005 (see  Results of  Operations,  below);  cash flow has  decreased in the
second  quarter  as a result  of  costs  incurred  in  connection  with  capital
improvements  to  the  Property.  The  Operating  Partnerships'  cash  and  cash
equivalents  as of June 30,  2005 have  decreased  by  approximately  $1,254,000
compared to December  31,  2004,  while  accounts  payable and accrued  expenses
having decreased by approximately  $179,000.  The Operating  Partnerships made a
distribution  to the  Partnership  in the amount of  $850,000  during the second
quarter (of which,  $680,000 was  distributed  to partners and the remainder was
used for  working  capital)  and  incurred  costs in  connection  with  building
improvements of approximately  $798,000.  The replacement reserve account, which
is  controlled  by the  lender  for  the  purpose  of  funding  planned  capital
improvements  and needed repairs,  is approximately  $1,194,000,  as of June 30,
2005. The principal  reserve,  which is controlled by the lender for purposes of
amortizing the debt, is  approximately  $1,961,000 as of June 30, 2005.  Each of
the  foregoing   reserves  and  escrows  are   reflected  in  the   accompanying
consolidated  balance  sheet as of August 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 such  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.


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

Results of Operations

For the six  months  ended  August  31,  2005,  the  consolidated  statement  of
operations  of the  Partnership  reflects net income of  $216,344,  inclusive of
depreciation and amortization expense of $831,628.  Operating expenses decreased
for the six months  ended June 30, 2005 as compared to the six months ended June
30, 2004 as a result of the timing of planned repairs which were incurred during
the six months  ended June 30, 2004.  Interest  expense for the six months ended
June 30, 2005  increased  compared to the six months  ended June 30,  2004.  The
average  interest  rates on the low floater  bonds for the six months ended June
30, 2005 were 2.19% for the tax exempt  bonds and 2.71% for the  taxable  bonds.
Despite  the  continued   favorable   interest  rates  in  2005,  the  Operating
Partnerships'  net cash  flow  declined  as a result of the  costs  incurred  in
connection with the planned capital expenditures.  The average occupancy for the
six months ended June 30, 2005 was approximately 95%. The Operating Partnerships
generated a cash  deficit  after  required  debt  service  payments and required
replacement  reserve  deposits  during  the six months  ended  June 30,  2005 of
approximately  $116,000,  which  includes  required  deposits  to the  principal
reserve  under the  mortgages  (approximately  $235,000),  deposits  to required
escrows  (approximately  $57,000),  deposits to a voluntary  replacement reserve
account held by the Operating Partnerships  (approximately $182,000) and planned
capital improvements (approximately $798,000).

For the six  months  ended  August  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 net
income of  $63,025,  inclusive  of  depreciation  and  amortization  expense  of
$791,672. The average interest rates on the low floater bonds for the six months
ended  June 30,  2004  were  1.08%  for the tax  exempt  bonds and 1.23% for the
taxable bonds. The average  occupancy for the six months ended June 30, 2004 was
approximately  96.2%.  The  Operating  Partnerships  generated  cash flow  after
required debt service payments and required  replacement reserve deposits during
the six months ended June 30, 2004 of  approximately  $205,000,  which  includes
required  deposits to the principal  reserve under the mortgages  (approximately
$215,000),  deposits to required escrows (approximately $57,000),  deposits to a
voluntary  replacement  reserve  account  held  by  the  Operating  Partnerships
(approximately   $180,000)  and  planned  capital  improvements   (approximately
$435,000, of which approximately $300,000 was capitalized).

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  reporting,  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  Standards  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.


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 August 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 August 31, 2005, and
(ii) there has been no change to  Registrant's  internal  control over financial
reporting during the quarter ended August 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.

                           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 and Reports on Form 8-K

              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
                                 August 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 it  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