SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC
                            -------------------------

                                   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, 2002


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>

                                EXPLANATORY NOTE


This amendment to Registrant's Form 10-Q for the quarterly period ended November
30, 2002 is being filed solely to amend and restate Part I Item 2 Management's
Discussion and Analysis of Financial Condition and Results of Operations, and to
insert Part I, Item 4, Controls and Procedures, each as set forth herein.


                   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, 2002 (Unaudited)
         and February 28, 2002                                               3

       Statements of Operations for the three and nine month
         periods ended November 30, 2002 and 2001 (Unaudited)                4

       Statements of Cash Flows for the nine months
         ended November 30, 2002 and 2001 (Unaudited)                        5

       Notes to Financial Statements as of November 30, 2002
         (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



                                        2

<PAGE>

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


                                            November 30, 2002
                                               (Unaudited)     February 28, 2002
                                            -----------------  -----------------
ASSETS

Cash and cash equivalents                      $   101,931        $   119,417
Investments in operating partnerships            3,058,048          2,075,294
er assets                                           11,150             10,779
                                               -----------        -----------
                                               $ 3,171,129        $ 2,205,490
                                               ===========        ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
  Other liabilities                            $     6,937        $    10,000
  Due to related parties                           185,451            174,201
                                               -----------        -----------
                                                   192,388            184,201
Partners' equity (deficit)
  Partners' equity                               2,978,741          2,053,462
  Accumulated other comprehensive loss             (32,173)
                                               -----------        -----------
                                                 2,978,741          2,021,289
                                               -----------        -----------
                                               $ 3,171,129        $ 2,205,490
                                               ===========        ===========



                       See notes to financial statements.



                                        3

<PAGE>

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

<TABLE>
<CAPTION>

                                        Three Months            Nine Months           Three Months            Nine Months
                                            Ended                  Ended                  Ended                  Ended
                                      November 30, 2002      November 30, 2002      November 30, 2001      November 30, 2001
                                      -----------------      -----------------      -----------------      -----------------
REVENUE

<S>                                      <C>                     <C>                    <C>                     <C>
Interest                                 $     507               $   1,762              $     944               $   4,088

EXPENSES Operating                           9,744                  27,064                 11,998                  27,907
                                         ---------               ---------              ---------               ---------
Loss from operations                        (9,237)                (25,302)               (11,054)                (23,819)

Equity in income of operating
  partnerships                             252,020                 982,754                421,899                 495,728
                                         ---------               ---------              ---------               ---------
NET EARNINGS                             $ 242,783               $ 957,452              $ 410,845               $ 471,909
                                         =========               =========              =========               =========
NET EARNINGS PER
  UNIT OF LIMITED PARTNERSHIP
  INTEREST                               $  300.45               $1,184.85              $  508.42               $  583.99
                                         =========               =========              =========               =========
</TABLE>



                       See notes to financial statements.



                                       4

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
                                   (Unaudited)

                                                           2002          2001
                                                        ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings                                            $ 957,452     $ 471,909

Adjustments to reconcile net earnings to net
  cash used in operating activities

   Equity in income of operating partnerships            (982,754)     (495,728)
   Increase in other assets                                  (371)         (695)
   Decrease in other liabilities                           (3,063)       (2,500)
   Increase in due to related parties                      11,250        11,250
                                                        ---------     ---------

Net cash used in operating activities                     (17,486)      (15,764)
                                                        ---------     ---------

Net decrease in cash and cash equivalents                 (17,486)      (15,764)

Cash and cash equivalents at beginning of period          119,417       157,990
                                                        ---------     ---------

Cash and cash equivalents at end of period              $ 101,931     $ 142,226
                                                        =========     =========



                       See notes to financial statements.



                                       5

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2002
                                   (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, 2002 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, 2002 are
      not necessarily indicative of the results to be expected for the entire
      year.

2.    The investments in Operating Partnerships as of November 30, 2002 and
      February 28, 2002 are as follows:


      Amount paid to investee through February 28, 2002            $ 16,388,000

      Accumulated cash distributions from Operating Partnerships
        through February 28, 2002                                    (3,180,441)

      Equity in accumulated loss of Operating Partnerships
        through February 28, 2002                                   (11,132,265)

      Balance, February 28, 2002                                      2,075,294

      Equity in income of operating partnerships for the nine
        months ended November 30, 2002                                  982,754
                                                                   ------------
      Balance, November 30, 2002                                   $  3,058,048
                                                                   ============



                                       6

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 2002
                                   (Unaudited)


Note 2 - continued

      The combined balance sheets of the Operating Partnerships as of September
      30, 2002 and December 31, 2001 are as follows:


                                                  September 30,
                                                       2002         December 31,
                                                   (Unaudited)         2001
                                                  ------------      -----------
      ASSETS

Land                                              $  1,150,473      $  1,150,473
Buildings and equipment (net of
accumulated depreciation of $17,840,244
  and $16,721,225, respectively)                    36,779,036        37,687,449
Cash and cash equivalents                            6,837,218         2,018,814
Investment in bonds                                  1,348,817
Deferred costs                                         822,439           846,439
Mortgage escrow deposits and reserves                1,520,555         3,126,650
Tenant security deposits                               871,779           870,216
Other assets                                           218,611           146,898
                                                  ------------      ------------
                                                  $ 48,200,111      $ 47,195,756
                                                  ============      ============
LIABILITIES AND PARTNERS' EQUITY

Liabilities

   Mortgages payable                              $ 28,600,000      $ 28,600,000
   Accounts payable and accrued expenses                54,956            77,031
   Accrued interest                                     14,902            14,902
   Tenant security deposits payable                    870,216           870,216
   Due to general partner and affiliates             1,010,320           976,571
                                                  ------------      ------------
                                                    30,550,394        30,538,720
Partners' equity (deficit)
   Partners' equity                                 17,649,717        16,689,534
   Accumulated other comprehensive loss                (32,498)
                                                    17,649,717        16,657,036
                                                  ------------      ------------
                                                  $ 48,200,111      $ 47,195,756
                                                  ============      ============



                                       7

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                NOVEMBER 30, 2002
                                   (Unaudited)


Note 2 - Continued

      The unaudited statements of the operations of the Operating Partnerships
      for the nine months ended September 30, 2002 and 2001 are as follows:


                                                       2002              2001
                                                    ----------        ----------
Revenue

Rent                                                $5,506,930        $5,626,368
                                                    ----------        ----------

                                                     5,506,930         5,626,368
Expenses

Administrative                                         480,517           807,132
Operating                                            2,203,776         2,001,622
Management fees                                        257,013           220,119
Interest                                               429,924           822,735
Depreciation and amortization                        1,143,019         1,054,433
                                                    ----------        ----------

                                                     4,514,249         4,906,041
                                                    ----------        ----------

Net EARNINGS                                        $  992,681        $  720,327
                                                    ==========        ==========

Net EARNINGS allocated to
Wilder  Richman  Historic
  Properties  II, L.P.                              $  982,754        $  495,728

General partner                                          9,927           224,599
                                                    ----------        ----------

                                                    $  992,681        $  720,327
                                                    ==========        ==========

3.    Additional information, including the audited February 28, 2002 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, 2002 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, 2002, Wilder Richman Historic Properties II, L.P. (the
"Partnership") experienced few changes in its financial condition as compared to
February 28, 2002, 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, 2002.

The Operating Partnerships refinanced their respective outstanding mortgage
liabilities as of April 28, 2000 (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. 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.

As a result of the reduction of the mortgage interest rate, there may be greater
potential for the Operating Partnerships to generate cash flow. However, the
Partnership's ability to make distributions will depend on the level of interest
rates and future operating results of the Complex, which will be extremely
dependent on competition, market conditions and needed capital improvements and
repairs. Accordingly, there can be no assurance as to whether or not the
Partnership may be able to make distributions, nor the timing or amount of any
potential distributions to Limited Partners. The Operating General Partners and
the General Partner plan to periodically assess the possible resumption of cash
flow distributions, based on the results of operations, the physical condition
of the Property (see discussion below), the then current interest rates, and
local market conditions, among other things. 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.

The Property is reporting cash flow for the nine months ended September 30, 2002
(see Results of Operations, below) and the Operating Partnerships' cash and cash
equivalents and investment in bonds as of September 30, 2002 have increased by
approximately $3,469,000 compared to December 31, 2001, while accounts payable
and accrued expenses have decreased by approximately $22,000. The increase of
$3,469,000 noted above is inclusive of draws from the capital improvement
reserve of $1,919,000, which relates to capital improvements funded from
operations during 2000 and 2001. 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 $222,000 and
$65,000, respectively, as of September 30, 2002. The principal reserve, which is
controlled by the lender for purposes of paying off the debt, is approximately
$790,000 as of September 30, 2002. In addition, an auxiliary replacement reserve
account has been established by management with a balance of approximately
$72,000 as of September 30, 2002. Each of the foregoing reserves and escrows are
included in mortgage escrow deposits and reserves in the Operating Partnerships'
balance sheet as of September 30, 2002.

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 were scheduled
for the Complex throughout 2000 and 2001. 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
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. Furthermore, the local
rental market has softened due to the recent economic recession

                                       9
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


Item 2   Management's Discussion and Analysis of Financial Conditions and
         Results of Operations (Cont'd)


and the events of September 11, 2001; as a result, the local competition has
reduced their rental rates. Management has implemented rental reductions and
concessions in order to maintain its position in the market, which will
adversely affect cash flow; such affect may be offset (or exacerbated) by
changes in the low floater mortgage interest rates. Depending on market
conditions, rents may need to be further adjusted.

The Partnership agreed with the Operating General Partner to hire a national
brokerage and marketing firm to privately solicit offers to purchase the
Property from major apartment owners 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 subject to due diligence. Because of the age of the Property and 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,
the Partnership is preparing Proxy materials by which Unit Holders will be asked
to vote as to whether or not they want to pursue a sale of the Property. The
general partner is preparing 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. The estimated net sales proceeds and an estimate of a Unit
Holder's federal tax results which would be triggered by a sale will be included
in the Proxy materials.

The Operating General Partner anticipates making a cash distribution in 2003 of
approximately $1,071,000, or approximately $1,325 per Unit. The Operating
General Partner is considering making a distribution because the Property has
accumulated approximately $7.2 million in cash, including approximately $300,000
of restricted deposits held by the lender, primarily as a result of the low
floater interest rate on the Property's mortgages. The Operating General Partner
has identified repairs and other improvements estimated to cost approximately
$8.5 million over the next five years. The Operating General Partner anticipates
spending approximately $2.5 million in 2003 for capital needs, including
structural work on the pump house building, roof and balcony repairs, and steel
restoration. 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.

As discussed below under Results of Operations, the Operating Partnerships
generated cash flow of approximately $1,603,000 for the nine months ended
September 30, 2002 (approximately $2,137,000 annualized). For the purpose of
determining an amount to distribute out of such cash flow, the Operating General
Partner is taking into account what the cash flow would have been if the
Property's mortgage interest rates were 5% (the current FNMA underwriting rate)
as opposed to the current favorable low floater rates as discussed below. The
Operating General Partner's objective has been to build up reserves to a level
sufficient to reasonably offset the potential adverse impact of future increases
in the low floater rates in addition to other contingencies, including capital
improvements and potential significant increases in real estate taxes. At 5% the
annual interest expense would be $1,430,000, as compared to approximately
$364,000 at the average low-floater rates through September 2002, resulting in a
contribution to cash flow of approximately $1,066,000. The Operating General
Partner intends to take into account, among other factors, a similar analysis
when considering making future annual distributions.

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.

                                       10
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


Item 2   Management's Discussion and Analysis of Financial Conditions and
         Results of Operations (cont'd)


Results of Operations

For the nine months ended November 30, 2002, the statement of operations of the
Partnership reflects net earnings of $957,452, which includes equity in income
of operating partnerships of $982,754. The Operating Partnerships reported net
earnings during the nine months ended September 30, 2002 of $992,681, 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 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%.

For the nine months ended November 30, 2001, the statement of operations of the
Partnership reflects net earnings of $471,909, which includes equity in income
of operating partnerships of $495,728. The Operating Partnerships reported net
earnings during the nine months ended September 30, 2001 of $720,327, which
includes depreciation and amortization expense of approximately $1,054,000 and
non capitalized planned maintenance expenditures of approximately $133,000. The
Operating Partnerships generated cash flow from operations after required debt
service payments and required replacement reserve deposits during the nine
months ended September 30, 2001 of approximately $1,133,000, which includes
principal reserve deposits under the mortgages (approximately $249,000),
deposits to required escrows (approximately $57,000) and capitalized planned
capital expenditures (approximately $336,000). The Operating Partnerships'
results of operations include the settlement of previously pending litigation
matters in the aggregate amount of $310,000, including plaintiffs' legal fees,
plus the Operating Partnerships' legal fees. The average interest rates on the
low floater bonds for the nine months ended September 30, 2001 were 3.32% for
the tax exempt bonds and 5.11% for the taxable bonds. The Operating Partnerships
did not utilize any replacement reserves during the nine months ended September
30, 2001.

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 Principal 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
Principal 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
         -----------------

         The Partnership 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 99.1 Certification of Chief Executive Officer
            Exhibit 99.2 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, 2002

                                   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


Date:  February 5, 2003              /s/ Richard Paul Richman
                                     --------------------------------------
                                     Richard Paul Richman
                                     President and Chief Executive Officer


Date:  February 5, 2003              /s/ Neal Ludeke
                                     --------------------------------------
                                     Neal Ludeke
                                     Chief Financial Officer



                                       13

<PAGE>

                                 CERTIFICATIONS


I, Richard Paul Richman, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of Wilder
     Richman Historic Properties II, L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.

Date:   February 5, 2003                    By: /s/ Richard Paul Richman
                                               -------------------------------
                                            Richard Paul Richman
                                            Chief Executive Officer of Wilder
                                            Richman Historic Corporation,
                                            general partner of the Company


                                       14

<PAGE>

I, Neal Ludeke, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of Wilder
     Richman Historic Properties II, L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.

Date:   February 5, 2003                     By: /s/ Neal Ludeke
                                                --------------------------------
                                             Neal Ludeke
                                             Chief Financial Officer of Wilder
                                             Richman Historic Corporation,
                                             general partner of the Company



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