UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            _________________________

                                   FORM 10-Q/A
                                (Amendment No. 1)


  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 ---  EXCHANGE ACT OF 1934


For the quarterly period ended November 30, 2004


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  X       No
   -----

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes          No  X
               -----

<PAGE>

      This Amendment No. 1 on Form 10-Q/A is being filed with respect to the
Quarterly Report on Form 10-Q of Wilder Richman Historic Properties II, L.P. for
the quarter period ended November 30, 2004, filed with the Securities and
Exchange Commission on January 18, 2005.

      Due to the resignation of the Registrant's principal independent
accountant as described in Registrant's Report on Form 8-K filed on April 22,
2005, the financial statements for the three-month period ending November 30,
2004 were not reviewed in accordance with Article 10-01(d) of Regulation S-X
under the Securities Exchange Act of 1934. The Registrant is in the process of
arranging for the review of these financial statements by its new independent
accountants. The Registrant expects the review to be completed no later than
June 15, 2005. Following this review, the Registrant will further amend the Form
10-Q to disclose completion of the review.





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<PAGE>

                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment 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

Date:  June 10, 2005                 /s/ Richard Paul Richman
                                     ----------------------------------------
                                     Richard Paul Richman
                                     President and Chief Executive Officer

Date:  June 10, 2005                 /s/ Neal Ludeke
                                     ----------------------------------------
                                     Neal Ludeke
                                     Chief Financial Officer









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<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                                Filed
Number               Exhibit Description                              Herewith
------               -------------------                              --------

 31.01    Rule 13a-14(a)/15d-14(a) Certification of Chief                |X|
          Executive Officer

 31.02    Rule 13a-14(a)/15d-14(a) Certification of Chief                |X|
          Financial Officer








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