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, 1999


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, 1999 (Unaudited) and
              February 28, 1999                                               3
           Statements of Operations for the three months
             ended May 31, 1999 and 1998 (Unaudited)                          4

           Statements of Cash Flows for the three months
             ended May 31, 1999 and 1998 (Unaudited)                          5

           Notes to Financial Statements as of May 31, 1999 (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, 1999
                                              (Unaudited)      February 28, 1999

ASSETS

Cash and cash equivalents                   $ 1,129,090             $   663,495

Investments in operating partnerships         1,278,907               1,192,736

Note receivable                                                         317,713

Accrued interest receivable                                             140,083

                                            $ 2,407,997             $ 2,314,027
                                            ===========             ===========


LIABILITIES AND PARTNERS' EQUITY

Liabilities

  Other liabilities                         $    10,000             $    10,000
  Due to related parties                        173,647                 169,201
                                            -----------             -----------

                                                183,647                 179,201
                                            -----------             -----------


Partners' equity (deficit)

  Limited partners                            2,368,416               2,279,787
  General partner                              (144,066)               (144,961)
                                            -----------             -----------

                                              2,224,350               2,134,826
                                            -----------             -----------

                                            $ 2,407,997             $ 2,314,027
                                            ===========             ===========


                       See notes to financial statements.


                                       3
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED MAY 31, 1999 AND 1998
                                   (Unaudited)

                                                            1999         1998
                                                         ---------    ---------

Revenue

Interest                                                 $  10,365    $  14,093

Expenses

Operating                                                    7,012        7,669
                                                         ---------    ---------

Income from operations                                       3,353        6,424

Equity in income (loss) of operating partnerships           86,171     (119,052)
                                                         ---------    ---------

Net EARNINGS (loss)                                      $  89,524    $(112,628)
                                                         =========    =========


Net EARNINGS (loss) per unit of limited
   partnership interest
   (800 units of limited partnership)                    $  110.79    $ (139.38)
                                                         =========    =========



                       See notes to financial statements.


                                       4
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED MAY 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             1999           1998
                                                          -----------    -----------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings (loss)                                       $    89,524    $  (112,628)
Adjustments to reconcile net earnings (loss) to
     net cash provided by operating activities
     Equity in loss (income) of operating partnerships        (86,171)       119,052
     Decrease (increase) in accrued interest receivable       140,083         (5,163)
     Increase in due to related parties                         4,446          3,750
                                                          -----------    -----------

Net cash provided by operating activities                     147,882          5,011
                                                          -----------    -----------


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                     465,595          5,011

Cash and cash equivalents at beginning of period              663,495        649,233
                                                          -----------    -----------

Cash and cash equivalents at end of period                $ 1,129,090    $   654,244
                                                          ===========    ===========
</TABLE>

                       See notes to financial statements.


                                       5
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 1999
                                   (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, 1999 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, 1999 are not
      necessarily indicative of the results to be expected for the entire year.


2.    The investments in Operating  Partnerships as of May 31, 1999 and February
      28, 1999 are as follows:

      Amount paid to investee through February 28, 1999           $  16,388,000

      Accumulated cash distributions from Operating Partnerships
         through February 28, 1999                                   (3,180,441)

      Equity in accumulated loss of Operating Partnerships
         through February 28, 1999                                  (12,014,823)
                                                                  -------------

      Balance, February 28, 1999                                      1,192,736

      Equity in income of operating partnerships for
         the three months ended May 31, 1999                             86,171
                                                                  -------------

      Balance, May 31, 1999                                       $   1,278,907
                                                                  =============


                                       6
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 1999
                                   (Unaudited)


Note 2 - continued

      The combined balance sheets of the Operating  Partnerships as of March 31,
      1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                                                               March 31, 1999
                                                                 (Unaudited)      December 31, 1998
<S>                                                              <C>               <C>
      ASSETS

      Land                                                       $ 1,150,473       $ 1,150,473
      Buildings and equipment (net of accumulated depreciation
        of $12,830,835 and 12,497,566, respectively)              40,069,723        40,402,992
      Cash and cash equivalents                                    1,568,109         1,951,002
      Deferred costs                                                 482,637           493,546
      Mortgage escrow deposits                                     1,099,937         1,134,739
      Tenant security deposits                                       725,172           725,172
      Other assets                                                   119,835            36,594
                                                                 -----------       -----------

                                                                 $45,215,886       $45,894,518
                                                                 ===========       ===========

      LIABILITIES AND PARTNERS' EQUITY

      Liabilities

        Mortgages payable                                        $26,455,739       $26,522,146
        Notes payable                                                317,713
        Accounts payable and accrued expenses                        620,267           676,712
        Accrued interest                                             132,298           269,139
        Tenant security deposits payable                             725,172           725,172
        Due to general partner and affiliates                      1,802,389         2,028,955
                                                                 -----------       -----------

                                                                  29,735,865        30,539,837
                                                                 -----------       -----------

      Partners' equity

        Wilder Richman Historic Properties II, L.P.                1,278,907         1,192,736
        General partner                                           14,201,114        14,161,945
                                                                 -----------       -----------

                                                                  15,480,021        15,354,681
                                                                 -----------       -----------

                                                                 $45,215,886       $45,894,518
                                                                 ===========       ===========

</TABLE>


                                       7
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                                  MAY 31, 1999
                                   (Unaudited)

Note 2 - Continued

         The   unaudited   statements   of  the   operations  of  the  Operating
         Partnerships  for the three months ended March 31, 1999 and 1998 are as
         follows:

<TABLE>
<CAPTION>
                                                         1999             1998
                                                       -----------    -----------
<S>                                                    <C>            <C>
         Revenue

         Rent                                          $ 1,605,824    $ 1,494,786
                                                       -----------    -----------

                                                         1,605,824      1,494,786
                                                       -----------    -----------

         Expenses

         Administrative                                    134,782        160,305
         Operating                                         494,511        656,782
         Management fees                                    47,236         44,432
         Interest                                          459,777        464,007
         Depreciation and amortization                     344,178        342,427
                                                       -----------    -----------

                                                         1,480,484      1,667,953
                                                       -----------    -----------

         Net EARNINGS (loss)                           $   125,340    $  (173,167)
                                                       ===========    ===========

         Net EARNINGS (loss) allocated to

         Wilder Richman Historic Properties II, L.P.   $    86,171    $  (119,052)
         General partner                                    39,169        (54,115)
                                                       -----------    -----------

                                                       $   125,340    $  (173,167)
                                                       ===========    ===========
</TABLE>

3.       Additional  information,   including  the  audited  February  28,  1999
         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, 1999 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, 1999,  Wilder  Richman  Historic  Properties II, L.P. (the
        "Partnership")  experienced  few changes in its  financial  condition as
        compared to February 28, 1999,  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, 1999 and the
        repayment of the note receivable from the Operating  Partnerships.  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) and  approximately  $460,000 (which represents the payment
        of the  outstanding  advance owed to the  Partnership  by the  Operating
        Partnerships of $317,713) and accrued interest thereon (of approximately
        $142,000)  which was repaid  during the three months ended May 31, 1999.
        Pursuant  to the  Partnership  Agreement,  such  funds  may be  held  or
        utilized for other Partnership purposes in the discretion of the General
        Partner.  The  General  Partner is planning  to make a  distribution  to
        Limited  Partners  of record as of December  31,  1999 of  approximately
        $964,000 ($1,205 per Unit) in the first quarter of 2000.

        Because the outstanding  advance owed to the Partnership was repaid, the
        Operating Partnerships are no longer subject to restrictions  concerning
        cash flow  distributions  and the payment of certain fees to affiliates.
        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. To the
        extent  there are  proceeds  from a future  sale or  refinancing  of the
        Complex,  the  Partnership  will  receive  100%  of  any  such  proceeds
        available   for   distribution   until  the  7%   cumulative   preferred
        distribution  has been achieved.  Through  December 1998, the cumulative
        preferred  distribution is  approximately  $10,813,000.  Although recent
        rental market conditions have been strong,  management has been building
        up its cash  balance to protect  against  potential  adverse  changes in
        market conditions and unanticipated  expenses. In addition,  because the
        property has been in operation for approximately  ten years,  management
        is addressing the potential need for extensive capital improvements that
        may be  necessary  in the  near  future.  The  General  Partner  and the
        Operating  General Partner are  contemplating the economic benefits of a
        refinancing  of the Property in order to enhance  cash flow.  Until such
        time as the Property is refinanced  at a lower annual debt service,  the
        Partnership does not anticipate making annual cash flow distributions to
        Limited  Partners  (except as  discussed  below).  If a  refinancing  is
        ultimately  achieved,  the resumption of cash flow distributions will be
        assessed on an ongoing basis,  based on the results of  operations,  the
        physical  condition of the  property  and the local  market  conditions,
        among other things.  As of March 31, 1999,  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 $788,000.

        Although the Property is reporting  cash flow for the three months ended
        March 31, 1999 (see  Results  From  Operations,  below),  the  Operating
        Partnerships'  cash  and cash  equivalents  as of March  31,  1999  have
        decreased by approximately $383,000 compared to December 31, 1998 due to
        the payment of the advance and accrued interest thereon by the Operating
        Partnerships  (of  approximately  $460,000)  and the  payment of accrued
        management fees (of approximately $226,000). The replacement reserve has
        increased  by  approximately  $19,000 and  accounts  payable and accrued
        expenses decreased by approximately $68,000.

        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.  Equity in
        loss  of each  investment  in  Operating  Partnership  allocated  to the
        Partnership is recognized to the extent of the Partnership's  investment
        balance in each 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


                                       9
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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


        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.

        Results of Operations

        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.

        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 planned
        improvements,  the  Operating  Partnerships  operated at a minor deficit
        after required debt service  payments and required  replacement  reserve
        deposits  during the three months ended March 31, 1998 of  approximately
        $20,000,  which  includes  principal  amortization  under the  mortgages
        (approximately  $62,000) and deposits to required escrows (approximately
        $22,000).  The Operating  Partnerships  did not utilize any  replacement
        reserves during the three months ended March 31, 1998.

        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,  1999  and 1998 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  inability  of  computers,  software and other  equipment  utilizing
        microprocessors to recognize and properly process data fields containing
        a two digit year is  commonly  referred  to as the year 2000  compliance
        ("Y2K") issue. As the year 2000  approaches,  such systems may be unable
        to accurately  process certain data-based  information.  Many businesses
        may need to upgrade existing systems or purchase new ones to correct the
        Y2K issue.  Registrant  has  performed  an  assessment  of its  computer
        software and hardware and believes it has made the necessary upgrades in
        an effort to ensure compliance.  However, there can be no assurance that
        the systems of other entities on which Registrant  relies will be timely
        converted. The total cost associated with Y2K


                                       10
<PAGE>

                   WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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


        implementation  is  not  expected  to  materially  impact   Registrant's
        financial position or results of operations in any given year.  However,
        there can be no  assurance  that a failure to convert by  Registrant  or
        another entity would not have a material adverse impact on Registrant.

        Item 3    Quantitative and Qualitative Disclosure About Market Risk

        Because  of the  Property's  proximity  to New York City and the  strong
        local  rental  market,  there is a  significant  likelihood  that  other
        multi-family  residential complexes will continue to be developed in the
        general  vicinity  of the  Property.  Such  development  activity  could
        adversely  affect the Property's  ability to maintain its high occupancy
        levels or its ability to maintain or increase rents.


                                       11
<PAGE>

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



Item 1.       Legal Proceedings

              None


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


                                       12
<PAGE>

                   Wilder Richman Historic Properties II, L.P.
                                    Form 10-Q
                                  May 31, 1999



                                   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:  December 29, 1999            /s/ Richard Paul Richman
                                     --------------------------------------
                                     Richard Paul Richman
                                     President and Chief Executive Officer


                                       13