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, 2003


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
    ------      ----

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

                         Part I - Financial Information


Table of Contents
-----------------

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

            Balance Sheets as of November 30, 2003 (Unaudited)
              and February 28, 2003                                          3
            Statements of Operations for the three and nine
              month periods ended November 30, 2003 and 2002
              (Unaudited)                                                    4

            Statements of Cash Flows for the nine months ended
              November 30, 2003 and 2002 (Unaudited)                         5

            Notes to Financial Statements as of November 30, 2003
              (Unaudited)                                                    6

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

Item 3.     Quantitative and Qualitative Disclosure about Market Risk       11
            ---------------------------------------------------------

Item 4.     Controls and Procedures                                         11
            -----------------------

<PAGE>

<TABLE>
<CAPTION>

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


                                                  November 30, 2003
                                                     (Unaudited)        February 28, 2003
                                                     -----------        -----------------
ASSETS

<S>                                                  <C>                   <C>
Cash and cash equivalents                            $    71,529           $    85,169

Investment in operating partnerships                   1,558,421             2,475,099

Other assets                                              11,240                11,240
                                                     -----------           -----------

                                                     $ 1,641,190           $ 2,571,508
                                                     ===========           ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                                  $    19,375           $    10,000
  Accrued State of New Jersey filing fee                  28,050               112,200
  Due to related parties                                 255,025               236,155
                                                     -----------           -----------

                                                         302,450               358,355
                                                     -----------           -----------

Partners' equity (deficit)

  General partner                                       (143,454)             (134,538)
  Limited partner                                      1,482,194             2,347,691
                                                     -----------           -----------

                                                       1,338,740             2,213,153
                                                     -----------           -----------

                                                     $ 1,641,190           $ 2,571,508
                                                     ===========           ===========
</TABLE>



                      See notes to financial statements.



                                       3

<PAGE>

<TABLE>
<CAPTION>

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


                                      Three Months          Nine Months         Three Months          Nine Months
                                          Ended                Ended                Ended                Ended
                                    November 30, 2003    November 30, 2003    November 30, 2002    November 30, 2002
                                    -----------------    -----------------    -----------------    -----------------
                                                                                 (Restated)           (Restated)

REVENUES

<S>                                    <C>                   <C>                 <C>                   <C>
   Interest                            $     167             $     853           $     507             $   1,762
                                       ---------             ---------           ---------             ---------

EXPENSES

  Operating                                9,415                42,738              12,287                34,692
  State of New Jersey filing fee          28,050                84,150
                                       ---------             ---------           ---------             ---------

                                          37,465               126,888              12,287                34,692
                                       ---------             ---------           ---------             ---------

Loss from operations                     (37,298)             (126,035)            (11,780)              (32,930)

Equity in income of
   operating partnerships                 83,839               322,502             246,147               965,134
                                       ---------             ---------           ---------             ---------

NET EARNINGS                           $  46,541             $ 196,467           $ 234,367             $ 932,204
                                       =========             =========           =========             =========

NET EARNINGS PER UNIT
   OF LIMITED PARTNERSHIP
   INTEREST                            $   57.57             $  243.10           $  290.00             $1,153.49
                                       =========             =========           =========             =========
</TABLE>


                       See notes to financial statements.


                                       4

<PAGE>

<TABLE>
<CAPTION>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED NOVEMBER 30, 2003 AND 2002
                                   (Unaudited)


                                                              2003                    2002
                                                           ----------              ----------
                                                                                   (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                        <C>                      <C>
Net earnings                                               $   196,467              $   932,204
Adjustments to reconcile net earnings to net
 cash used in operating activities
   Equity in income of operating partnerships                 (322,502)                (965,134)
   Increase in other assets                                                                (371)
   Decrease in accrued State of New Jersey filing fee          (84,150)
   Increase (decrease) in other liabilities                      9,375                   (3,065)
   Increase in due to related parties                           18,870                   18,880
                                                           -----------              -----------

Net cash used in operating activities                         (181,940)                 (17,486)
                                                           -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Distribution from operating partnerships                     1,239,180
                                                           -----------

Net cash provided by investing activities                    1,239,180
                                                           -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Distribution to limited partners                            (1,060,000)
Distribution to general partner                                (10,880)
                                                           -----------

Net cash used in financing activities                       (1,070,880)
                                                           -----------

Net decrease in cash and cash equivalents                      (13,640)                 (17,486)

Cash and cash equivalents at beginning of period                85,169                  119,417
                                                           -----------              -----------

Cash and cash equivalents at end of period                 $    71,529              $   101,931
                                                           ===========              ===========
</TABLE>



                       See notes to financial statements.


                                       5

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003
                                   (Unaudited)


1.    The accompanying unaudited 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
      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, 2003 and no
      material contingencies exist which would require additional disclosures in
      the report under Regulation S-X, Rule 10-01 paragraph A-5.

      The results of operations for the nine months ended November 30, 2003 are
      not necessarily indicative of the results to be expected for the entire
      year.

2.    The investment in Operating Partnerships as of November 30, 2003 and
      February 28, 2003 are as follows:

      Amount paid to investee through February 28, 2003          $ 16,388,000

      Accumulated cash distributions from Operating Partnerships
         through February 28, 2003                                 (3,180,441)

      Equity in accumulated loss of Operating Partnerships
         through February 28, 2003                                (10,732,460)
                                                                 ------------

      Balance, February 28, 2003                                    2,475,099

      Cash distribution from Operating Partnerships for the nine
         months ended November 30, 2003                            (1,239,180)

      Equity in income of operating partnerships for the nine
         months ended November 30, 2003                               322,502
                                                                -------------

      Balance, November 30, 2003                                $   1,558,421
                                                                =============


                                       6

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 2003
                                   (Unaudited)


Note 2 - continued

      The combined balance sheets of the Operating Partnerships as of September
      30, 2003 and December 31, 2002 are as follows:

<TABLE>
<CAPTION>

                                                       September 30, 2003
                                                          (Unaudited)          December 31, 2002
                                                       ------------------      -----------------

ASSETS

<S>                                                      <C>                     <C>
Land                                                     $ 1,150,473             $ 1,150,473
Buildings and equipment (net of accumulated
  depreciation of $19,379,430 and $18,240,199)            35,583,920              36,723,151
Cash and cash equivalents                                  6,729,686               7,176,990
Deferred costs                                               794,464                 816,739
Mortgage escrow deposits                                   2,243,897               1,698,200
Tenant security deposits                                     792,135                 790,510
Other assets                                                  42,550                  16,495
                                                         -----------             -----------

                                                         $47,337,125             $48,372,558
                                                         ===========             ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Mortgages payable                                      $28,600,000             $28,600,000
  Accounts payable and accrued expenses                       51,985                 261,050
  Accrued interest                                            49,146                  13,776
  Tenant security deposits payable                           790,510                 790,510
  Due to general partner and affiliates                    1,696,102               1,644,420
                                                         -----------             -----------

                                                          31,187,743              31,309,756
                                                         -----------             -----------

Partners' equity

  General partner                                         14,590,961              14,587,703
  Limited partner                                          1,558,421               2,475,099
                                                         -----------             -----------

                                                          16,149,382              17,062,802
                                                         -----------             -----------

                                                         $47,337,125             $48,372,558
                                                         ===========             ===========
</TABLE>



                                       7

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 2003
                                   (Unaudited)


Note 2 - Continued

      The combined unaudited statements of earnings of the Operating
      Partnerships for the nine months ended September 30, 2003 and 2002 are as
      follows:

                                                         2003           2002
                                                      -----------     ---------
                                                                     (Restated)
REVENUE

Rent                                                   $5,204,564     $5,506,930
                                                       ----------     ----------

                                                        5,204,564      5,506,930
                                                       ----------     ----------

EXPENSES

Administrative                                            614,878        487,801
Operating                                               2,461,463      2,203,776
Management fees                                           232,292        257,013
Interest                                                  408,665        440,438
Depreciation and amortization                           1,161,506      1,143,019
                                                       ----------     ----------

                                                        4,878,804      4,523,047
                                                       ----------     ----------

NET EARNINGS                                           $  325,760     $  974,883
                                                       ==========     ==========

NET EARNINGS ALLOCATED TO

Wilder Richman Historic Properties II, L.P.            $  322,502     $  965,134
General partner                                             3,258          9,749
                                                       ----------     ----------

                                                       $  325,760     $  974,883
                                                       ==========     ==========


3. The Partnership is contractually liable for amounts that were partially
   omitted from the prior year's financial statements for Investor Services Fees
   payable to an affiliate of the General Partner. The adjustment is $7,284 for
   the nine months ended November 30, 2002. In addition, the Operating
   Partnerships are contractually liable for amounts that were wholly or
   partially omitted from the prior year's financial statements for Investor
   Services Fees payable to an affiliate of the General Partner and for interest
   on loans payable to the Operating General Partner. Net income of the
   Operating Partnerships has been reduced by $17,798 for the nine months ended
   September 30, 2002. Net income per unit of limited partnership interest has
   been reduced by $10 and $31, respectively, for the three and nine month
   periods ended November 30, 2002.

4. Additional information, including the audited February 28, 2003 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, 2003 on file with the Securities and Exchange Commission.


                                       8

<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 November 30, 2003, Wilder Richman Historic Properties II, L.P. (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2003, with the exception of the investment in the Operating
Partnerships resulting from the equity in income of operating partnerships for
the nine months ended September 30, 2003, net of distributions received in the
amount of $1,239,180.

The Operating Partnerships refinanced their respective outstanding mortgage
liabilities as of April 28, 2001 (the "Refinancing"). Prior to the Refinancing,
the annual fixed interest rate of the mortgage was approximately 6.74%. The
total new indebtedness in the amount of $28,600,000 for a term of 30 years was
provided by (a) variable-rate tax-exempt bonds in the amount of $26,435,000, and
(b) variable-rate taxable bonds in the amount of $2,165,000. The initial
interest rates on the tax-exempt and taxable bonds were 5.1% and 6.15%,
respectively. The Operating Partnerships purchased an interest cap which would
limit the interest rates to 6.97% for five years on the tax-exempt portion, and
9.15% for five and one-half years on the taxable portion. A new cap will be
purchased upon the expiration of the current cap in 2006. Proceeds from the new
bond issue enabled the Operating Partnerships to create a reserve for capital
improvements (approximately $1,365,000). In addition, the balance in the
replacement reserve at the date of the Refinancing (approximately $903,000) was
transferred to the capital improvement reserve.

In August 2003, the Operating Partnerships made a cash distribution of
approximately $1,071,000, or approximately $1,325 per Unit based on 2002
operations and because the Property had accumulated approximately $7.2 million
in cash and restricted deposits as of December 31, 2002, primarily as a result
of the low floater interest rate on the Property's mortgages.

However, the Partnership's ability to make future distributions will depend on
the future operating results of the Complex, which will be extremely dependent
on competition, market conditions, needed capital improvements and repairs and
interest rates. There can be no assurance as to whether or not the Partnership
may be able to make future distributions, nor the timing or amount of any
potential distributions to Limited Partners. 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. For example, as a result of reduced rental rates in the market,
operations thus far in 2003 have declined and the Operating General Partner at
this time is reviewing, based on end of year results, whether or not a
distribution will be made in 2004, and if so, the amount to be distributed.

Although the Property is reporting cash flow for the nine months ended September
30, 2003 (see Results of Operations, below), the Operating Partnerships' cash
and cash equivalents as of September 30, 2003 have decreased by approximately
$447,000 compared to December 31, 2002 as a result of the distributions to
Registrant and a decrease in accounts payable and accrued expenses of
approximately $209,000. The capital improvement escrow and replacement reserve
accounts, which are controlled by the lender for the purpose of funding planned
capital improvements and needed repairs, are approximately $224,000 and
$506,500, respectively, as of September 30, 2003. The principal reserve, which
is controlled by the lender for purposes of amortizing the debt, is
approximately $1,183,500 as of September 30, 2003. The pledged cap escrow
balance, which is controlled by the lender for the purpose of purchasing a cap
in connection with the variable rate debt is approximately $105,000 as of
September 30, 2003. Each of the foregoing reserves and escrows are reflected in
the Operating Partnerships' balance sheet under the caption mortgage escrow
deposits.

Because the rehabilitation of the Property was completed more than ten years
ago, management has been addressing the need for extensive capital improvements.
As a result of the Refinancing, significant capital improvements have been
completed. The improvements that were contemplated as part of the Refinancing
include 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 totaling approximately $8.5 million throughout the
Complex, which it intends to address 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 anticipates spending
approximately $600,000 by year end 2003 and approximately $1.5 million or more
(originally scheduled for 2003) in 2004 for capital needs, including structural
work on the pump house building, roof and balcony repairs, and steel
restoration. Depending on market conditions, rents may need to be further
adjusted.

                                       9

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


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

During 2002, the Partnership agreed with the Operating General Partner to hire a
national brokerage and marketing firm to privately solicit offers from major
apartment owners to purchase the Property (on a confidential basis) in order to
determine the current market value of the Property. Approximately 30 companies
with experience in real estate investments in this area were approached. Two of
those solicitations resulted in initial offers to purchase the Property, which
are non-binding and subject to due diligence. Because of the age of the Property
and necessary capital repairs and improvements already identified, the Operating
General Partner believes it is likely the offers would be reduced after due
diligence investigations, and there is no guarantee that either of the offers
would result in a sale of the Property being completed.

Under the Partnership Agreement of the Partnership, a sale of the Property would
require the consent of a majority in interest of the Unit Holders. Accordingly,
on July 1, 2003, the Partnership presented Proxy materials by which Unit Holders
were asked to vote as to whether or not they wanted to pursue a sale of the
Property. Such Proxy materials included an estimate of the amount that would be
available to Unit Holders if a sale were to occur at or near the prices
currently offered based on the Partnership's payables, cash reserves, estimated
closing costs and sales commissions. An estimate of net sales proceeds and an
estimate of a Unit Holder's federal tax results which would be triggered by a
sale were included in the Proxy materials. The due date for Unit Holders to
submit their votes was July 21, 2003. According to the terms of the Partnership
Agreement, the consent of the holders of 51% of the Units is required to approve
a proposed sale. Unit Holders holding 48% of the outstanding units voted in
favor of the proposed sale. The General Partner believes that the fact that
holders of 48% of the units voted in favor of pursuing a sale of the property is
a clear indication that the Partnership should review various sale options.
Because the Operating General Partner has received offers or is aware that
parties are interested in purchasing the Property or Units, the Operating
General Partner commissioned a capital needs assessment which was recently
completed and is being reviewed by the Operating General Partner. Such draft
(but not final) assessment report has identified that approximately $12 million
of potential improvements or replacements to be incurred over the next ten
years. Since this information is likely to be an area of inquest by purchasers,
such information will be made available to potential purchasers of the Property
or Units when the report is made final. The General Partner intends to establish
a 90-day period during which interested parties will have the opportunity (upon
execution of a confidentiality agreement) to perform due diligence and provide
the Partnership with a firm proposal or offer to purchase the real estate or all
the Partnership interests. The General Partner anticipates that the Partnership
would review and respond to any proposals or offers received within 30 to 45
days after the 90-day due diligence period ends. The General Partner may call
for a new vote of the Unit Holders to accept or reject the most favorable
proposal (in the discretion of the General Partner) in a manner that complies
with applicable law.

The Partnership's operating results are dependent upon the operating results of
the Operating Partnerships 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.

Results of Operations

For the nine months ended November 30, 2003, the statement of operations of the
Partnership reflects net earnings of $196,467, which includes equity in income
of operating partnerships of $322,502. The Operating Partnerships reported net
earnings during the nine months ended September 30, 2003 of $325,760, inclusive
of depreciation and amortization expense of $1,161,506. The Operating
Partnerships generated cash flow after required debt service payments and
required replacement reserve deposits during the nine months ended September 30,
2003 of approximately $828,000, which includes required deposits to the
principal reserve under the mortgages (approximately $298,000), deposits to
required escrows (approximately $58,000), deposits to a management directed
replacement reserve (approximately $268,000) and deposits to the pledged cap
account (approximately $27,000). The Operating Partnerships' results of
operations for the nine months ended September 30, 2003 reflect a moderate
reduction in interest expense compared to the nine months ended September 30,
2002 due to a decline in the average low floater interest rates. Despite the
lower interest expense in 2003, the Operating Partnerships' net income declined
as a result of a reduction in rents and costs in connection with planned
expenditures. The average interest rates on the low floater bonds for the nine
months ended September 30, 2003 were 1.03% for the tax exempt bonds and 1.28%
for the taxable bonds. The average occupancy for the nine months ended September
30, 2003 was approximately 96%.

For the nine months ended November 30, 2002, the statement of operations of the
Partnership reflects net earnings of $932,204, which includes equity in income
of operating partnerships of $965,134. The Operating Partnerships reported net
earnings during

                                       10

<PAGE>

the nine months ended September 30, 2002 of $974,883, inclusive of depreciation
and amortization expense of $1,143,019. The Operating Partnerships generated
cash flow after required debt service payments and required replacement reserve
deposits during the nine months ended September 30, 2002 of approximately
$1,603,000, which includes required deposits to the principal reserve under the
mortgages (approximately $272,000) and deposits to required escrows
(approximately $58,000). The Operating Partnerships' results of operations for
the nine months ended September 30, 2002 reflect a significant reduction in
interest expense compared to the nine months ended September 30, 2001 due to a
decline in the average low floater interest rates. The


                    WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


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

average interest rates on the low floater bonds for the nine months ended
September 30, 2002 were 1.22% for the tax exempt bonds and 1.93% for the taxable
bonds. The average occupancy for the nine months ended September 30, 2002 was
approximately 97%.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, 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 financial statements.

      o     The Partnership accounts for its investment in operating
            partnerships in accordance with the equity method of accounting
            since the Partnership does not control the operations of an
            Operating Partnership.

      o     If the book value of the Partnership's investment in an Operating
            Partnership exceeds the estimated value derived by management, the
            Partnership reduces its investment in any such Operating Partnership
            and includes such reduction in equity in income (loss) of investment
            in operating partnerships.


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
        -----------------------

Evaluation of disclosure controls and procedures

a.    Within the 90 days prior to the date of this report, the Partnership's
      Chief Executive Officer and Chief Financial Officer carried out an
      evaluation of the effectiveness of the Partnership's "disclosure controls
      and procedures" as defined in the securities Exchange Act of 1934 Rules
      13a-14(c) and 15(d)-14(c). Based on that evaluation, the Partnership's
      Chief Executive Officer and Chief Financial Officer have concluded that as
      of the date of the evaluation, the Partnership's disclosure controls and
      procedures were adequate and effective in timely alerting them to material
      information relating to the Partnership required to be included in the
      Partnership's periodic SEC filings.

Changes in Internal Controls

b.    There were no significant changes in the Partnership's internal controls
      or in other factors that could significantly affect the Partnership's
      internal controls subsequent to the date of that evaluation.


                                       11

<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.  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
         --------------------------------

         a.    Exhibits

               Exhibit 31.1 Rule 13a-14/15d-14(a) Certification of Chief
               Executive Officer
               Exhibit 31.2 Rule 13a-14/15d-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

         b.    Reports on Form 8-K

               None




                                       12

<PAGE>

                   Wilder Richman Historic Properties II, L.P.
                                    Form 10-Q
                                November 30, 2003



                                   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 14, 2004         /s/ Richard Paul Richman
                                 ----------------------------------
                                 Richard Paul Richman
                                 Chief Executive Officer


Dated:  January 14, 2004         /s/ Neal Ludeke
                                 ----------------------------------
                                 Neal Ludeke
                                 Chief Financial Officer



                                       13