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 November 30, 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

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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 November 30, 1996 
               (Unaudited) and February 29, 1996                  3

           Statements of Operations for the three 
               and nine month periods ended November 
               30, 1996 (Unaudited) and November 30, 
               1995 (Unaudited)                                   4

           Statements of Cash Flows for the nine months
             ended November 30, 1996 (Unaudited) and 
             November 30, 1995 (Unaudited)                        5

           Notes to Financial Statements as of November 
             30, 1996 (Unaudited)                                 6


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


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




                                        November 30, 1996
                                            (Unaudited)       February 29, 1996
ASSETS
<S>                                             <C>                   <C>
Cash and cash equivalents                   $    620,668         $      615,815

Investment in operating 
  partnerships                                 2,258,732              2,859,737

Note receivable                                  317,713                317,713

Accrued interest receivable                       93,273                 77,498

                                             $ 3,290,386            $ 3,870,763


LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                        $      10,000         $       10,000
  Due to related parties                         135,451                124,201

                                                 145,451                134,201

Partners' Equity (Deficit)

  Limited partners                             3,279,794              3,865,505
  General partner                               (134,859)              (128,943)

                                               3,144,935              3,736,562

                                             $ 3,290,386            $ 3,870,763














                       See notes to financial statements.

                                        3
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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                             Nine Months  Three Months Nine Months Three Months
                                Ended         Ended      Ended        Ended
                            November 30,  November 30, November 30, November 30,
                                1996          1996        1995         1995
<S>                              <C>           <C>         <C>          <C>
REVENUE

Interest                    $   34,994     $  10,451     $ 31,985    $ 11,503

EXPENSES

Operating                       25,616         4,528       29,155       8,355


Income from operations           9,378         5,923        2,830       3,148

Equity in loss of 
 operating partnerships       (601,005)     (152,547)    (781,644)   (216,812)

NET LOSS                    $ (591,627)   $ (146,624)  $ (778,814) $ (213,644)

NET LOSS PER UNIT OF
   LIMITED PARTNERSHIP
   INTEREST                  $ (793.39)    $ (242.59)   $ (963.78)  $ (264.41)

























                       See notes to financial statements.

                                        4
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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                    Nine Months    Nine Months
                                                        Ended         Ended
                                                    November 30,   November 30,
                                                        1996           1995
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING 
   ACTIVITIES

   Net loss                                         $ (591,627)     $(778,814)
   Adjustments to reconcile net 
     loss to net cash provided 
     by (used in) operating activities
        Equity in loss of operating 
          partnerships                                 601,005        781,644
        Increase in interest receivable                (15,775)       (15,775)
        Increase in due to related parties              11,250         11,250

          Net cash provided by (used in) 
            operating activities                         4,853         (1,695)
Net Increase (Decrease) in cash and cash equivalents     4,853         (1,695)

Cash and cash equivalents at beginning of period       615,815         30,836

Cash and cash equivalents at end of period            $620,668       $ 29,141



























                       See notes to financial statements.

                                        5
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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996
                                   (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 result so the interim periods 
         presented.  All adjustments are of a normal recurring nature.

         The results of operations for the nine months ended November 30, 1996 
         are not necessarily indicative of the results to be expected for the 
         entire year.

2.       The investment in Operating Partnerships as of February 29, 1996 and 
         November 30, 1996 is 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 December 31, 1995                              (10,347,822)

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

         Equity in loss of Operating 
          Partnerships for the nine months 
          ended September 30, 1996                                  (601,005)

         Balance as of November 30, 1996                                            $ 2,258,732


         The Local Partnerships' combined balance sheets as of September 30, 
         1996 (unaudited) and December 31, 1995 and the combined unaudited 
         statements of operations for the nine months ended September 30, 
         1996 and 1995 are reflected on pages 7 and 8, respectively.

                                                          6
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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 1996
                                   (Unaudited)


Note 2 - Continued

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

                                        September 30, 1996    December 31, 1995
            <S>                                 <C>                    <C>
         ASSETS
                      
         Land                                $ 1,150,473            $1,150,473
         Buildings and equipment 
           (net of accumulated
           depreciation of $9,544,222
           and $8,549,669)                    43,079,830           44,059,457
         Cash and cash equivalents               371,082               80,531
         Deferred costs                          591,722              624,448
         Mortgage escrow deposits                901,916              848,818
         Tenant security deposits                616,686              601,984
         Other assets                             82,468               71,098

                                            $ 46,794,177         $ 47,436,809

         LIABILITIES AND PARTNERS' EQUITY

           Liabilites                                                                           $

            Mortgages payable               $ 27,072,587         $ 27,237,789
            Notes payable                        317,713              317,713
            Accounts payable and
              accrued expenses                   110,974              135,598
            Accrued interest                     226,464              210,804
            Tenant security deposits 
              payable                            616,111              601,984
            Due to general partner and 
              affiliates                       1,606,078            1,481,595

                                              29,949,927           29,985,483

           Partners' Equity

             Wilder Richman Historic 
               Properties II, L.P.             2,258,732            2,859,737
             General partner                  14,585,518           14,591,589

                                              16,844,250           17,451,326

                                            $ 46,794,177         $ 47,436,809



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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 1996
                                   (Unaudited)



Note 2 - Continued

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

                                                    1996              1995
          <S>                                         <C>              <C>                    
         REVENUE

         Rent                                  $ 4,109,651        $ 3,831,713

         EXPENSES

         Administrative                            485,522            517,098
         Operating                               1,664,699          1,507,941
         Management fees                           123,236            114,951
         Interest                                1,415,991          1,453,983
         Depreciation and amortization           1,027,279          1,027,279

                                                 4,716,727          4,621,252

         NET LOSS                                                                                $  (607,076) $   (789,539)

         NET LOSS ALLOCATED TO

           Wilder Richman Historic Properties 
            II, L.P.                           $  (601,005)      $   (781,644)
           General partner                          (6,071)            (7,895)

                                               $  (607,076)      $   (789,539)


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.

                                                          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 November 30, 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 Operating Partnerships resulting from the equity in loss of 
        Operating Partnerships for the nine months ended September 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 nine months ended November 30, 
        1996, the Partnership accrued interest of $15,775 on such advance and 
        has accrued aggregate interest on such advance of $93,273 as of 
        November 30, 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 nine months
        ended September 30, 1996 of approximately $607,000, inclusive of 
        depreciation and amortization of  approximately $1,027,000.  The
        Operating Partnerships reported a net loss during the nine months ended 
        September 30, 1995 of approximately $790,000, inclusive of depreciation 
        and amortization of approximately $1,027,000.

        The principle reason for the lower loss in 1996 is an increase in 
        rental revenue of approximately $278,000, 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 nine months
        ended September 30, 1996 reflect positive operations of approximately 
        $240,000, which includes principal amortization under the mortgages 
        (approximately $165,000) and deposits to required escrows(approximately
        $135,000), and excludes accrued fees to affiliates of the Operating 
        General Partner and the General Partner (approximately $104,000), 
        depreciation and amortization of deferred financing costs(approximately
        $1,027,000) and interest accrued to the Partnership (approximately 
        $16,000) 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  nine months ended 
        September 30, 1996 was approximately 97%.

        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 other luxury multi-family housing in the vicinity of 
        the Dixon Mill Complex (the "Complex")certain of which have 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


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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                           Part II - Other Information



Item 1.       Legal Proceedings

              As of November 30, 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 which 
              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

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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:  January 13, 1997
                                   Richard Paul Richman
                                   President and Chief Executive Officer











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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:  January 13, 1997          /s/ Richard Paul Richman
                                  Richard Paul Richman
                                  President and Chief Executive Officer











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