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, 2000

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 May 31, 2000 (Unaudited)
           and February 29, 2000                                             3

           Statements of Operations for the three months
             ended May 31, 2000 and 1999 (Unaudited)                         4

           Statements of Cash Flows for the three months
             ended May 31, 2000 and 1999 (Unaudited)                         5

           Notes to Financial Statements as of May 31, 2000
             (Unaudited)                                                     6

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

Item 3.    Quantitative and Qualitative Disclosure about Market Risk        11

<PAGE>

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

                                              May 31, 2000       February 29,
                                              (Unnaudited)           2000
                                              ------------           ----
ASSETS

Cash and cash equivalents                    $    180,538        $    180,125

Investments in operating partnerships           1,387,220           1,321,566

Other Assets                                        9,640               9,988
                                             ------------        ------------
                                             $  1,577,398        $  1,511,679
                                             ============        ============
LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                          $     10,000        $     10,000
  Due to related parties                          187,951             184,201
                                             ------------        ------------
                                                  197,951             194,201
                                             ------------        ------------
Partners' equity (deficit)

  Limited partners                              1,522,321           1,460,972
  General partner                                (142,874)           (143,494)
                                             ------------         -----------
                                                1,379,447           1,317,478
                                             ------------         -----------
                                             $  1,577,398         $ 1,511,679
                                             ============         ===========


                       See notes to financial statements.

                                       3

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED MAY 31, 2000 AND 1999
                                   (Unaudited)

                                                    2000               1999
                                                    ----               ----
Revenue

Interest                                           $  3,499          $  10,365

Expenses

Operating                                             7,184              7,012
                                                   --------          ---------
Income (loss) from operations                        (3,685)             3,353

Equity in income of operating partnerships           65,654             86,171
                                                   --------          ---------
Net EARNINGS                                       $ 61,969          $  89,524
                                                   ========          =========
Net EARNINGS per unit of limited
   partnership interest
   (800 units of limited partnership)              $  76.69          $  110.79
                                                   ========          =========


                       See notes to financial statements.


                                       4

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MAY 31, 2000 AND 1999
                                   (Unaudited)

                                                        2000          1999
                                                        ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings                                         $   61,969    $    89,524
Adjustments to reconcile net earnings  to net
     cash provided by operating activities
     Equity in income of operating partnerships         (65,654)       (86,171)
     Decrease in accrued interest receivable                           140,083
     Decrease in other assets                               348
     Increase in due to related parties                   3,750          4,446
                                                     ----------    -----------
Net cash provided by operating activities                   413        147,882
                                                     ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES

Receipt on note receivable                                             317,713
                                                                   -----------
Net cash provided by investing activities                              317,713
                                                                   -----------

Net increase in cash and cash equivalents                   413        465,595

Cash and cash equivalents at beginning of period        180,125         663,495
                                                      ---------    ------------
Cash and cash equivalents at end of period            $ 180,538    $ 1,129,090
                                                      =========    ===========


                       See notes to financial statements.

                                       5

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2000
                                   (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  29,  2000  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, 2000 are
         not necessarily indicative of the results to be expected for the entire
         year.

2.       The  investments  in  Operating  Partnerships  as of May 31,  2000  and
         February 29, 2000 are as follows:

         Amount paid to investee through February 29, 2000         $ 16,388,000

         Accumulated cash distributions from Operating
            Partnerships through February 29, 2000                   (3,180,441)

         Equity in accumulated loss of Operating Partnerships
            through February 29, 2000                               (11,885,993)
                                                                   -------------
         Balance, February 29, 2000                                   1,321,566

         Equity in income of operating partnerships for the
            three months ended May 31, 2000                              65,654
                                                                   ------------
         Balance, May 31, 2000                                     $  1,387,220
                                                                   ============

                                       6

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

Note 2 - continued

         The combined  balance sheets of the Operating  Partnerships as of March
         31, 2000 and December 31, 1999 are as follows:

                                                                          March 31, 2000
                                                                            (Unaudited)        December 31, 1999
                                                                            -----------        -----------------
         ASSETS

<S>      <C>                                                               <C>                     <C>
         Land                                                              $   1,150,473            $  1,150,473
         Buildings and equipment (net of accumulated depreciation
           of $14,173,283 and $13,840,014, respectively)                      38,871,760              39,205,029
         Cash and cash equivalents                                             1,298,722               1,338,266
         Deferred costs                                                          459,003                 449,912
         Mortgage escrow deposits                                              1,411,495               1,199,642
         Tenant security deposits                                                791,544                 789,828
         Other assets                                                             57,055                  76,687
                                                                           -------------            ------------
                                                                           $  44,040,052            $ 44,209,837
                                                                           =============            ============
         LIABILITIES AND PARTNERS' EQUITY

         Liabilities

           Mortgages payable                                               $  26,178,790            $ 26,249,814
           Accounts payable and accrued expenses                                 272,525                 159,007
           Accrued interest                                                      132,298                 132,298
           Tenant security deposits payable                                      789,826                 789,828
           Due to general partner and affiliates                               1,005,930               1,284,524
                                                                           -------------            ------------
                                                                              28,379,369              28,615,471
                                                                           -------------            ------------
         Partners' equity

           Wilder Richman Historic Properties II, L.P.                         1,387,220               1,321,566
           General partner                                                    14,273,463              14,272,800
                                                                           -------------            ------------
                                                                              15,660,683              15,594,366
                                                                           -------------            ------------
                                                                            $ 44,040,052            $ 44,209,837
                                                                            ============            ============
</TABLE>


                                       7

<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 2000
                                   (Unaudited)

Note 2 - Continued

         The   unaudited   statements   of  the   operations  of  the  Operating
         Partnerships  for the three months ended March 31, 2000 and 1999 are as
         follows:

                                                       2000            1999
                                                       ----            ----
         Revenue

         Rent                                      $  1,705,632    $ 1,605,824
                                                   ------------    -----------
                                                      1,705,632      1,605,824
                                                   ------------    -----------
         Expenses

         Administrative                                 144,407        134,782
         Operating                                      657,783        494,511
         Management fees                                 43,036         47,236
         Interest                                       449,911        459,777
         Depreciation and amortization                  344,178        344,178
                                                   ------------    -----------
                                                      1,639,315      1,480,484
                                                   ------------    -----------
         Net EARNINGS                              $     66,317    $   125,340
                                                   ============    ===========
         Net EARNINGS allocated to

         Wilder Richman Historic
           Properties II, L.P.                     $     65,654    $    86,171
         General partner                                    663         39,169
                                                   ------------    -----------
                                                   $     66,317    $   125,340
                                                   ============    ===========


3.       Additional  information,   including  the  audited  February  29,  2000
         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 29, 2000 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  May  31,  2000,  Wilder  Richman  Historic   Properties  II,  L.P.  (the
"Partnership") experienced few changes in its financial condition as compared to
February  29,  2000,  with the  exception  of the  investment  in the  Operating
Partnerships  resulting from the equity in income of operating  partnerships for
the three months ended March 31, 2000.

As of March 31, 2000,  the Operating  Partnerships'  balance in the  replacement
reserves  account,  which is  controlled  by the  Lender to be used for  certain
repairs or capital improvements, was approximately $882,000.

Although the  Property is  reporting  cash flow for the three months ended March
31, 2000 (see Results of Operations,  below),  the Operating  Partnerships' cash
and cash  equivalents  as of March 31,  2000  have  decreased  by  approximately
$40,000  compared  to  December  31,  1999 while  accounts  payable  and accrued
expenses  have  increased by  approximately  $68,000.  The  replacement  reserve
account,  which is  controlled  by the lender for the purpose of funding  needed
repairs or capital  improvements,  has  increased  by  approximately  $16,000 to
approximately $882,000.

The Operating  Partnerships  refinanced  their respective  outstanding  mortgage
liabilities as of April 28, 2000 under the $27,545,000 Jersey City Redevelopment
Agency Multifamily  Housing Revenue Bonds,  Series 1992 (Fannie Mae Pass-through
Certificate  Program/Dixon Mill Apartments  Project).  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 is
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  are  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  were  used  to pay  off  the  existing  1992  bonds  (approximately
$26,435,000),  pay the costs of the transaction  (approximately  $800,000),  and
fund reserves for capital improvements (approximately $1,365,000).

Because  the  property  has  been in  operation  for  approximately  ten  years,
management  is  addressing  the need for extensive  capital  improvements.  As a
result of the refinancing and the funding of reserves for capital  improvements,
the Operating  General  Partner  intends to make  approximately  $1.6 million in
capital  improvements  to the Complex over the next twelve  months.  The planned
improvements  include roof  replacement,  replacement  of the  fire/smoke  alarm
system,  elevator  repairs,  new entry doors and other  repairs  throughout  the
complex.

Because of the  reduction of the mortgage  interest  rate,  there may be greater
potential for the Partnership to make cash distributions to the Limited Partners
on a regular basis.  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 and market conditions,
and therefore may be subject to significant volatility.  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  feasibility  of cash flow  distributions  based on the
results of operations,  the physical condition of the Property, the then current
interest rates, and local market conditions, among other things.


                                       9
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

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 three months  ended May 31, 2000,  the  statement of  operations  of the
Partnership reflects net earnings of $61,969, which includes equity in income of
operating  partnerships  of $65,654.  The  Operating  Partnerships  reported net
earnings  during the three months ended March 31, 2000 of $66,317,  inclusive of
depreciation and amortization of $344,178.  The Operating Partnerships generated
cash flow after required debt service payments and required  replacement reserve
deposits during the three months ended March 31, 2000 of approximately $323,000,
which  includes  principal  amortization  under  the  mortgages   (approximately
$71,000) and deposits to required escrows (approximately $16,000). The Operating
Partnerships'   results  of  operations  do  not  reflect  the  effects  of  the
refinancing, as it took place subsequent to the first quarter of operations. The
Partnership's  interest revenue declined  compared to the three months ended May
31,  1999 as a result  of (i)  making a  distribution  to  limited  partners  of
approximately  $964,000 in the fourth fiscal  quarter of the year ended February
29, 2000 and (ii) the repayment of the note by the Operating Partnerships in the
first  fiscal  quarter  of the year  ended  February  29,  2000.  The  Operating
Partnerships  did not utilize any  replacement  reserves during the three months
ended March 31, 2000.

For the three months  ended May 31, 1999,  the  statement of  operations  of the
Partnership reflects net earnings of $89,524, which includes equity in income of
operating partnerships of $86,171. Nonrecognition of income of the Partnership's
investment in Dixon Mills Phase I during the three months ended May 31, 1999 was
approximately  $38,000 in accordance  with the equity method of accounting.  The
Operating Partnerships reported net earnings during the three months ended March
31, 1999 of $125,340,  inclusive of depreciation  and  amortization of $344,178.
The  Operating  Partnerships  generated  cash flow after  required  debt service
payments and required replacement reserve deposits during the three months ended
March 31, 1999 of approximately $382,000,  which includes principal amortization
under the  mortgages  (approximately  $66,000) and deposits to required  escrows
(approximately  $22,000)  . The  Operating  Partnerships  did  not  utilize  any
replacement reserves during the three months ended March 31, 1999.

Although the Operating Partnerships are operating above breakeven, management is
continuing to examine  methods to maintain high  occupancy  rates while steadily
increasing  rents  and  economizing  operations.  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, 2000 and 1999 was  approximately  98%. The future  operating  results of the
Complex will be extremely  dependent on  competition  and market  conditions and
therefore may be subject to significant volatility.

Year 2000 Compliance

The Partnership  successfully completed a program to ensure Year 2000 readiness.
As a  result,  the  Partnership  had no Year 2000  problems  that  affected  its
business, results of operations or financial condition.


                                       10
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.


Item 3  Quantitative and Qualitative Disclosure About Market Risk
        ---------------------------------------------------------

The Partnership has market risk sensitivity with regard to financial instruments
concerning  interest  rate  fluctuations  in  connection  with  the  low-floater
interest  rates  associated  with  the  Operating   Partnerships'  mortgages  as
refinanced  as of April 28, 2000 (see  discussion  above).  Although an interest
rate cap was  purchased,  an  increase  in the  low-floater  rates  could have a
material adverse impact on the Partnership's results of operations.


                                       11
<PAGE>

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

Item 1.       Legal Proceedings

              Although Registrant is not involved in any legal proceedings,  the
              Operating Partnerships are involved in three complaints which have
              been  filed  with  the  Equal  Employment  Opportunity  Commission
              against the  Operating  Partnerships,  among  others,  by a former
              employee,  a former  part-time rental agent, and a security person
              employed  by  a  private  non-affiliated  security  company  which
              provided  service to the Property,  alleging,  among other things,
              discrimination   in  connection  with   advancement,   hiring  and
              termination.  The  Operating  Partnerships  intend  to  vigorously
              defend these matters. 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

              The Operating Partnerships refinanced their respective outstanding
              mortgage   liabilities   under   the   $27,545,000   Jersey   City
              Redevelopment  Agency  Multifamily  Housing Revenue Bonds,  Series
              1992  (Fannie  Mae  pass-through  Certificate  Program/Dixon  Mill
              Apartments   Project)  as  of  April  28,  2000.   The  total  new
              indebtedness  in the amount of $28,600,000  for a term of 30 years
              is 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 Operating Partnerships have 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 were used
              to pay off the existing  1992 bonds  (approximately  $26,435,000),
              pay the costs of the  transaction  (approximately  $800,000),  and
              fund reserves for capital improvements (approximately $1,365,000).

              As a  result  of  the  refinancing,  deferred  costs  of  $449,912
              reflected  on the  Operating  Partnerships'  balance  sheet  as of
              December 31, 1999 will be written off in the year ending  December
              31, 2000.

              The new mortgage  terms  require  monthly  payments of $6,362 to a
              replacement reserve.


                                       12
<PAGE>

                   Wilder Richman Historic Properties II, L.P.
                                    Form 10-Q
                                  May 31, 2000



                                   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 17, 2000               /s/ Richard Paul Richman
                                    ------------------------
                                    Richard Paul Richman
                                    President and Chief Executive Officer

                                       13