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, 1998


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, 1998 
          (Unaudited) and February 28, 1998                          3

       Statements of Operations for the three months ended
          ended May 31, 1998 and 1997 (Unaudited)                    4

       Statements of Cash Flows for the three months
         ended May 31, 1998 and 1997 (Unaudited)                     5

       Notes to Financial Statements as of May 31,
         1998 (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, 1998
                                             (Unaudited)     February 28, 1998

ASSETS
<S>                                               <C>                 <C>
Cash and cash equivalents                    $   654,244        $    649,233

Investments in operating partnerships          1,581,830           1,700,882

Note receivable                                  317,713             317,713

Accrued interest receivable                      124,423             119,260
                                           -------------        ------------

                                             $ 2,678,210         $ 2,787,088
                                             ===========         ===========


LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                        $      10,000       $      10,000
  Due to related parties                         157,951             154,201
                                           -------------       -------------

                                                 167,951             164,201
                                           -------------         -----------


Partners' Equity (Deficit)

  Limited partners                             2,651,465           2,762,967
  General partner                               (141,206)           (140,080)
                                            ------------         ------------

                                               2,510,259           2,622,887
                                            ------------        ------------

                                             $ 2,678,210         $ 2,787,088
                                             ===========         ===========







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                        See notes to financial statements.


                                       3

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                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                              STATEMENTS OF OPERATIONS
                     THREE MONTHS ENDED MAY 31, 1998 AND 1997
                                  (Unaudited)




                                              
                                               
                                                    1998           1997
<S>                                               <C>            <C>
REVENUE

Interest                                     $      14,093   $     13,617

EXPENSES

Operating                                            7,669          5,947
                                          ----------------  -------------

Income from operations                               6,424          7,670

Equity in loss of operating partnerships         (119,052)      (113,673)
                                              ------------   ------------

NET LOSS                                       $  (112,628)   $  (106,003)
                                               ===========    ===========

NET LOSS PER UNIT OF LIMITED
  PARTNERSHIP INTEREST
  (800 units of limited partnership)           $    (139.38)  $    (131.18)
                                               ============   ============





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                        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, 1998 AND 1997
                                  (Unaudited)


                                                Three Months   Three Months
                                                   Ended          Ended
                                                May 31, 1998   May 31, 1997
<S>                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                        $   (112,628)  $   (106,003)
Adjustments to reconcile net loss to
     net cash provided by operating activities
   Equity in loss of operating partnerships           119,052        113,673
   Increase in accrued interest receivable             (5,163)        (5,163)
   Increase in other liabilities                                       2,125
   Increase in due to related parties                   3,750          3,750
                                              ------------------------------

Net cash provided by operating activities               5,011          8,382
                                              ------------------------------

Net increase in cash and cash equivalents               5,011          8,382

Cash and cash equivalents at beginning of period      649,233        629,975
                                                   ----------    ------------

Cash and cash equivalents at end of period       $    654,244   $    638,357
                                                 ============   ============



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                        See notes to financial statements.
                                       5

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                     WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            NOTES TO FINANCIAL STATEMENTS
                                    MAY 31, 1998
                                     (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,
1998  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 three months ended May 31, 1998 are not
      necessarily indicative of the results to be expected for the entire year.

2.    The investments in Operating  Partnerships as of May 31, 1998 and February
      28, 1998 are as follows:
       <S>                                                             <C>

      Amount paid to investee through February 28, 1998          $ 16,388,000

      Accumulated cash distributions from Operating Partnerships
       through February 28, 1998                                   (3,180,441)

      Equity in accumulated loss of operating partnerships
       through February 28, 1998                                  (11,506,677)

      Balance, February 28, 1998                                    1,700,882

      Equity in loss of operating partnerships March 1, 1998
       to May 31, 1998                                               (119,052)

      Balance, May 31, 1998                                     $   1,581,830
                                                                =============
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                                       6


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                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 1998
                                   (Unaudited)


Note 2 - continued

      The combined balance sheets of the Operating  Partnerships as of March 31,
      1998 and December 31, 1997 are as follows:

                                                 March 31, 1998
                                                  (Unaudited) December 31, 1997
       <S>                                             <C>            <C>
      ASSETS

      Land                                     $   1,150,473   $   1,150,473
      Buildings and equipment (net of
        accumulated depreciation
        of $11,496,008 and 11,164,490, 
        respectively)                             41,305,253      41,475,474
      Cash and cash equivalents                    1,084,242       1,159,863
      Deferred costs                                 526,271         537,180
      Mortgage escrow deposits                     1,033,312       1,067,734
      Tenant security deposits                       669,685         669,685
      Other assets                                   204,340          34,043

                                                $ 45,973,576    $ 46,094,452
                                                ============    ============
      LIABILITIES AND PARTNERS' EQUITY

      Liabilities

      Mortgages payable                         $ 26,714,804    $ 26,776,894
      Notes payable                                  317,713         317,713
      Accounts payable and accrued expenses          205,670         137,084
      Accrued interest                               254,898         249,734
      Tenants' security deposits payable             669,685         669,685
      Due to general partner and affiliates        1,880,980       1,840,349

                                                  30,043,750      29,991,459

      Partners' equity

      Wilder Richman Historic Properties II, L.P.  1,581,830       1,700,882
      General partner                             14,347,996      14,402,111

                                                  15,929,826      16,102,993

                                                $ 45,973,576    $ 46,094,452
                                                ============    ============
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                                       7

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                    WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                     NOTES TO FINANCIAL STATEMENTS - continued
                                   MAY 31, 1998
                                    (Unaudited)


Note 2 - Continued

      The unaudited  statements of the operations of the Operating  Partnerships
      for the three months ended March 31, 1998 and 1997 are as follows:



                                                    1998               1997
                                             ------------------ -----------
      <S>                                         <C>                  <C>
      REVENUE

      Rent                                    $  1,494,786        $ 1,433,847
                                              ------------        -----------

                                                 1,494,786          1,433,847
                                             -------------       ------------

      EXPENSES

      Administrative                               160,305            151,934
      Operating                                    656,782            593,924
      Management fees                               44,432             42,859
      Interest                                     464,007            468,044
      Depreciation and amortization                342,427            342,425
                                             -------------      -------------

                                                 1,667,953          1,559,186
                                              ------------       ------------

      NET LOSS                                $   (173,167)       $  (165,339)
                                              ============        ===========

      NET LOSS ALLOCATED TO

      Wilder Richman Historic Properties 
        II, L.P.                              $   (119,052)          (113,673)
      General partner                              (54,115)           (51,666)

                                              $   (173,167)       $  (165,339)
                                              ============        ===========

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3.    Additional information,  including the audited February 28, 1998 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, 1998 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 May 31, 1998,  Wilder  Richman  Historic  Properties  II, L.P.  (the
      "Partnership")  experienced  few  changes in its  financial  condition  as
      compared to February 28, 1998, 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,  1998.  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, 1998,
      the Partnership accrued interest of $5,163 on such advance and has accrued
      aggregate interest on such advance of $124,423 as of May 31, 1998.

      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.  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 $731,000 of March 31, 1998. The Operating
      Partnerships are required to deposit $5,400 per month into the replacement
      reserve.

      Due  to  the  implementation  of  planned  improvements  of  approximately
      $300,000 (of which approximately $187,000 was capitalized),  the Operating
      Partnerships'  liquidity  as of March  31,  1998 has  slightly  diminished
      compared to December 31, 1997, as cash and cash equivalents have decreased
      by  approximately  $76,000 while the replacement  reserve has increased by
      approximately $22,000. In addition,  accounts payable and accrued expenses
      increased  by  approximately  $68,000  and  due  to  general  partner  and
      affiliates  increased  by  approximately  $41,000  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  Partnership's  share  of the  Operating  Partnerships'
      results of operations and by any cash  distributions  received.  Equity in
      loss  of  each  investment  in  Operating  Partnerships  allocated  to the
      Partnership  is recognized to the extent of the  Partnership's  investment
      balance in each Operating 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  Operating  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, 1998,  the  statement of  operations of
      the Partnership reflects a net loss of $112,628,  which includes equity in
      loss of Operating  Partnerships of $119,052.  Nonrecognition  of losses of
      the  Partnership's  investment  in Dixon  Mills  Phase I during  the three
      months ended May 31, 1998 was approximately $52,000 in accordance with the
      equity method of  accounting.  The Operating  Partnerships  reported a net
      loss during the three months  ended March 31, 1998 of $173,167,  inclusive
      of  depreciation  and  amortization  of  $342,427.   Due  to  the  planned
      improvements  discussed  above, the Operating  Partnerships  operated at a
      deficit of approximately  $59,000 after required debt service payments and
      required  replacement reserve deposits during the three months ended March
      31, 1998, which includes principal amortization under

                                       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

      the  mortgages  (approximately  $62,000) and deposits to required  escrows
      (approximately  $22,000),  and excludes  accrued fees to affiliates of the
      Operating General Partner (approximately  $38,000) 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,
      1998.

      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 Partnership 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  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  (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.

      Although  the  Operating   Partnerships  are  operating  above  breakeven,
      management  is continuing  to examine  methods to maintain high  occupancy
      rates while steadily  increasing rents and economize  operating  expenses.
      There has been ongoing new  construction of luxury multi-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. Although the Complex as not been adversely impacted by the
      new competition,  it cannot be readily 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 continue 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,
      1998 and 1997 was 98% and 98%, 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.

                                       10

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                  WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          Part II - Other Information



Item 1.  Legal Proceedings

                                             As of May 31,  1998,  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:

         A complaint has been filed in Federal Court by a former employee of the
         Operating  Partnerships  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


                                       11





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                  Wilder Richman Historic Properties II, L.P.
                                   Form 10-Q
                                 May 31, 1997



                                  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:  July 15, 1998             /s/ Richard Paul Richman
                                  ------------------------
                                 Richard Paul Richman
                                      President and Chief Executive Officer

                                       12

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