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 May 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 May 31, 1997
            (Unaudited) and February 28, 1997                               3

         Statements of Operations for the three
            months ended May 31, 1997 and 1996 (Unaudited)                  4
 
         Statements of Cash Flows for the three months
            ended May 31, 1997 and 1996 (Unaudited)                         5

         Notes to Financial Statements as of May 
            31, 1997 (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


 


                                        May 31, 1997
                                         (Unaudited)          February 28, 1997
 
ASSETS
<S>                                          <C>                      <C>                       
Cash and cash equivalents                    638,357               $    629,975

Investment in operating partnerships       1,946,084                  2,059,757

Note receivable                              317,713                    317,713

Accrued interest receivable                  103,599                     98,436

                                         $ 3,005,753                $ 3,105,881


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Other liabilities                    $      12,125              $      10,000
  Due to related parties                     142,951                    139,201
 
                                             155,076                    149,201


Partners' Equity (Deficit)

  Limited partners                         2,988,479                  3,093,422
  General partner                           (137,802)                  (136,742)

                                           2,850,677                  2,956,680

                                         $ 3,005,753                $ 3,105,881










                       See notes to financial statements.

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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED MAY 31, 1997 AND 1996
                                   (Unaudited)

 


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

  Interest                                $     13,617             $     11,420

EXPENSES

  Operating                                      5,947                    6,545
 
Income from operations                           7,670                    4,875

Equity in loss of operating partnerships      (113,673)                (154,131)

NET LOSS                                   $  (106,003)             $  (149,256)
 

NET LOSS PER UNIT OF LIMITED
  PARTNERSHIP INTEREST
  (800 units of limited partnership
   interest)                              $    (131.18)            $    (184.70)


















 



                       See notes to financial statements.

                                        4
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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MAY 31, 1997 AND 1996
                                   (Unaudited)




                                                        1997               1996      
<S>                                                      <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES

   Net loss                                        $   (106,003)   $   (149,256)
   Adjustments to reconcile net loss to
     net cash provided by operating activities
       Equity in loss of operating partnerships         113,673         154,131
       Increase in accrued interest receivable           (5,163)         (5,278)
    Increase in other liabilities                         2,125
       Increase in due to related parties                 3,750           3,750

          Net cash provided by operating
          activities                                      8,382           3,347

Net increase in cash and cash equivalents                 8,382           3,347

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

Cash and cash equivalents at end of period        $     638,357   $     619,162



















 



                       See notes to financial statements.

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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 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 three months ended May 31, 1997 are
         not necessarily indicative of the results to be expected for the entire
         year.

2.      The investment in Operating Partnerships as of May 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 fro
         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 May 31, 1997                                 (113,673)

        Balance, May 31, 1997                                    $    1,946,084


 









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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 1997
                                   (Unaudited)


Note 2 - Continued

        The combined balance sheets of the Operating Partnerships as of March
        31, 1997 and December 31, 1996 are as follows:
 
                                             March 31, 1997
                                              (Unaudited)      December 31, 1996
<S>                                               <C>                 <C>
        ASSETS

        Land                                  $   1,150,473       $   1,150,473
        Buildings and equipment(net of 
        accumulated depreciation
         of $10,200,891 and 9,869,372)           42,408,325          42,739,754
        Cash and cash equivalents                   681,060             563,084
        Tenant accounts receivable                   31,618
        Deferred costs                              569,905             580,814
        Mortgage escrow deposits                    910,565             902,221
        Tenant security deposits                    630,000             630,000
        Other assets                                 61,087               1,935

                                               $ 46,443,033        $ 46,568,281

        LIABILITIES AND PARTNERS EQUITY

        Liabilities

        Mortgages payable                      $ 26,957,073        $ 27,015,128
        Notes payable                               317,713             317,713
        Accounts payable and accrued expenses       176,743             118,418
        Accrued interest                            235,451             230,288
        Tenants' security deposits payable          630,000             630,000
        Due to general partner and affiliates     1,695,224           1,660,566

                                                 30,012,204          29,972,113

        Partners' equity

         Wilder Richman Historic 
          Properties II, L.P.                     1,946,084           2,059,757
         General partner                         14,484,745          14,536,411

                                                 16,430,829          16,596,168

                                              $  46,443,033        $ 46,568,281



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


Note 2 - Continued

       The unaudited statements of the operations of the Operating Partnerships
       for the three months ended March 31, 1997 and 1996 are as follows:

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

         Rent                                      $ 1,433,847      $ 1,349,157

           
                                                     1,433,847        1,349,157
        EXPENSES

       Administrative                                 151,934           137,231
        Operating                                     593,924           513,899
       Management fees                                 42,859            40,475
        Interest                                      468,044           470,815
       Depreciation and amortization                  342,425           342,425

                                                    1,559,186         1,504,845

        NET LOSS                                   $ (165,339)      $  (155,688)


        NET LOSS ALLOCATED TO

        Wilder Richman Historic 
         Properties II, L.P.                      $  (113,673)      $  (154,131)
        General partner                               (51,666)           (1,557)

                                                  $  (165,339)      $  (155,688)




     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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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


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

          As of May 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 three months ended March 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 three months ended May 31, 1997, the Partnership
          accrued  interest of $5,163 on such advance and has accrued  aggregate
          interest on such  advance of $103,599 as of May 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 $610,000 as
          of March 31, 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 March 31, 1997, the Operating Partnerships liquidity is improved
          compared to December 31, 1996, with cash and cash  equivalents  having
          increased by approximately $118,000 and the replacement reserve having
          increased by  approximately  $52,000.  However,  accounts  payable and
          accrued expenses increased by approximately $58,000 and due to general
          partner and affiliates  increased by approximately  $35,000 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 Partnerships
          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 Operatin
          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 three  months  ended May 31,  1997,  the  statement of 
          operations of the Partnership reflects a net loss of $106,003,  which
          includes equity in loss of Operating  Partnerships of $113,673. 
          Nonrecognition  of losses of the  Partnership's  investment  in Dixon
          Mills  Phase I during the three  months ended May 31, 1997 was
          approximately  $50,000 in  accordance  with the equity method of 
          accounting.  The Operating  Partnerships  reported a net loss during
          the three months  ended  March 31,  1997 of  $165,399,  inclusive  of
          depreciation  and  amortization  of $342,425. However, the

                                        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)

         Operating Partnerships  generated cash flow after required debt service
         payments and required replacement reserve deposits of approximately
         $108,000 during the three  months  ended  March  31,  1997,   which
         includes   principal amortization  under the mortgages  (approximately
         $58,000) and deposits to required  escrows  (approximately  $52,000), 
         and excludes accrued fees to affiliates of the  Operating  General 
         Partner and  the General Partner (approximately $37,000) and  accrued
         interest to the Partnership (approximately  $5,000).  The  Operating 
         Partnerships did not utilize any replacement reserves during the three
         months ended March 31, 1997.

         For the three  months  ended May 31,  1996,  the  statement  of 
         operations  of the  Partnership reflects a net loss of $149,256, which
         includes  equity in loss of Operating Partnerships of $154,131.  The 
         Operating  Partnerships  reported a net loss during the three months
         ended March 31, 1996 of $155,688,  inclusive of  depreciation  and 
         amortization of $342,425.  However,  the Operating  Partnerships 
         generated  cash  flow for the three  months  ended March  31,  1996 of
         approximately   $128,000,   which   includes   principal amortization 
         under the mortgages (approximately  $54,000) and deposits to required
         escrows (approximately  $44,000), and excludes accrued  fees  to 
         affiliates  of  the  Operating   General  Partner  and  the  General
         Partner (approximately $34,000) and accrued interest to the Partnership
         (approximately $5,000).  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 three months ended March 31, 1997 and 1996 was 98% and 96%, 
         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.























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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                           Part II - Other Information



Item 1.    Legal Proceedings.

           As of May 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












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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:  July 11, 1997               /s/ Richard Paul Richman                  
                                    Richard Paul Richman
                                    President and Chief Executive Officer

































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