~~November~~SECURITIES 30, 2005 (Unaudited) February 28, 2005 ----------------- ----------------- ASSETS Land $ $ 1,150,473 Building and improvements, net of accumulated depreciation of $21,427,397 35,349,870 Cash and cash equivalents 4,382,814 5,909,227 Deferred costs, net of accumulated amortization of $133,650 757,339 Mortgage escrows and other deposits 1,635,271 3,285,704 Tenant security deposits 687,480 Assets held for sale 40,311,507 Other assets 139,468 32,706 ----------------- ----------------- $ 46,469,060 $ 47,172,799 ================= ================= LIABILITIES AND ~~PARTNERS'~~EXCHANGE EQUITY (DEFICIT) Liabilities Mortgage payable $ $ 28,600,000 Accounts payable and accrued expenses 161,786 440,761 Accrued interest payable 22,073 22,073 Tenant security deposits payable 687,480 State of New Jersey filing fee 9,600 56,100 Liabilities held for sale 29,287,480 Due to related parties 2,088,159 1,979,482 ----------------- ----------------- 31,569,098 31,785,896 ----------------- ----------------- MINORITY INTEREST 14,598,918 14,596,070 ----------------- ----------------- PARTNERS' EQUITY 301,044 790,833 ----------------- ----------------- $ 46,469,060 $ 47,172,799 ================= =================COMMISSION

~~Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended November 30~~Washington, 2005 November 30, 2005 November 30, 2004 November 30, 2004 ----------------- ----------------- ----------------- ----------------- (Restated) (Restated) OPERATIONS REVENUE Interest $ 38,097 $ 96,742 $ 5,799 $ 24,243 ----------------- ----------------- ----------------- ----------------- EXPENSES Administrative 259 20,969 25,340 57,716 Investor service fees - affiliate 11,250 23,300 6,025 18,075 State of New Jersey Filing Fee 18,000 52,500 28,050 84,150 ----------------- ----------------- ----------------- ----------------- 29,509 96,769 59,415 159,941 ----------------- ----------------- ----------------- ----------------- INCOME (LOSS) FROM CONTINUING OPERATIONS 8,588 (27) (53,616) (135,698) ----------------- ----------------- ----------------- ----------------- DISCONTINUED OPERATIONS REVENUE Rent 1,710,165 5,234,238 1,708,998 5,072,411 ----------------- ----------------- ----------------- ----------------- EXPENSES Administrative 199,632 544,225 182,086 507,472 Operating 790,321 2,242,311 631,714 2,248,938 Management fee - affiliate 38,159 214,255 34,628 204,787 Investor service fees - affiliate 52,342 87,160 19,905 53,539 Financial 248,550 705,694 209,571 488,152 Depreciation and amortization 415,878 1,247,506 395,834 1,187,506 ----------------- ----------------- ----------------- ----------------- 1,744,882 5,041,151 1,473,738 4,690,394 ----------------- ----------------- ----------------- ----------------- Income (loss) from discontinued operations before minority interest (34,717) 193,087 235,260 382,017 Minority interest income of operating partnerships (3) (2,848) (2,409) (4,058) ----------------- ----------------- ----------------- ----------------- INCOME (LOSS) FROM DISCONTINUED OPERATIONS (34,720) 190,239 232,851 377,959 ----------------- ----------------- ----------------- ----------------- NET INCOME (LOSS) $ (26,132) $ 190,212 $ 179,235 $ 242,261 ================= ================= ================= =================DC

Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended November 30, 2005 November 30, 2005 November 30, 2004 November 30, 2004 ----------------- ----------------- ----------------- ----------------- (Restated) (Restated) NET INCOME (LOSS) ALLOCATED TO Limited partners $ (25,871) $ 188,310 $ 177,443 $ 239,838 General partner (261) 1,902 1,792 2,423 ----------------- ----------------- ----------------- ----------------- $ (26,132) $ 190,212 $ 179,235 $ 242,261 ================= ================= ================= ================= NET INCOME (LOSS) ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST $ (32.34) $ 235.39 $ 221.80 $ 299.80 ================= ================= ================= ================= NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST $ 10.74 $ (.04) $ (66.35) $ (167.93) ================= ================= ================= =================_________________________

~~2005~~FORM ~~2004~~ 10----------- ----------- (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 190,212 $ 242,261 Adjustments to reconcile net earnings to net cash used in operating activities Depreciation and amortization 1,247,506 1,187,507 Minority interest in income of operating partnerships 2,848 4,058 Decrease in tenant security deposits 1,625 Increase in other assets (107,262) (83,029) Decrease in accounts payable and accrued expenses (278,975) (356,732) Increase in accrued interest payable 34,247 34,433 Decrease in State of New Jersey filing fee (46,500) (28,050) Increase in due to related parties 108,677 84,087 ----------- ----------- Net cash provided by operating activities 1,116,506 1,086,160 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (1,530,753) (659,001) Increase in mortgage escrows and other deposits (432,166) (530,558) Net cash of consolidating subsidiaries as of beginning of year -- 6,788,271 ----------- ----------- Net cash provided by (used in) investing activities (1,962,919) 5,598,712 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Distribution to limited partners (680,000) ----------- Net cash used in financing activities (680,000) ----------- Net increase (decrease) in cash and cash equivalents (1,526,413) 6,684,872 Cash and cash equivalents at beginning of period 5,909,227 14,982 ----------- ----------- Cash and cash equivalents at end of period $ 4,382,814 $ 6,699,854 =========== =========== SUPPLEMENTAL INFORMATION Financial expenses paid $ 671,446 $ 455,972 =========== ===========Q

~~2005~~ X QUARTERLY ~~2004~~REPORT ~~-----------~~PURSUANT ~~-----------~~TO ~~(Restated)~~SECTION ~~CASH~~13 ~~FLOWS~~OR ~~FROM~~15(d) ~~DISCONTINUED~~OF ~~OPERATIONS~~THE ~~Net~~SECURITIES EXCHANGE ~~cash~~ACT ~~provided~~OF ~~by operating activities $ 779,982 $ 1,356,496 =========== =========== Net cash used in investing activities $(1,531,252) $(1,189,559) =========== ===========~~1934

For the quarterly period ended November 30, 2006

___ 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.)


340 Pemberwick Road
Greenwich, Connecticut		06831
(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___ No X

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

As of September 13, 2011, there were 0 units of limited partnership interest outstanding.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

Part I - Financial Information


Table of Contents

Item 1.	Financial Statements	Page

	Consolidated Balance Sheets as of November 30, 2006 (Unaudited) and February 28, 2006	3

	Consolidated Statements of Operations for the three and nine month periodsended November 30, 2006 and 2005 (Unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended November 30, 2006 and 2005 (Unaudited)	6

	Notes to Financial Statements as of November 30, 2006 (Unaudited)	8

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

Part II – Other Information

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Submission of Matters to a Vote of Security Holders	12

Item 5.	Other Information	12

Item 6.	Exhibits	12


Signatures for Certifications		13 - 17

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 30, 2006		February 28, 2006
ASSETS

Cash and cash equivalents	$	44,294,548	$	4,184,690

Mortgage escrows and other deposits		788,158		1,181,280

Escrow - JCRA		2,000,000

Assets held for sale				39,371,221

Other assets		6,528		57,270

	$	47,089,234	$	44,794,461


LIABILITIES AND PARTNERS’ EQUITY

Liabilities

Accounts payable and accrued expenses	$	374,076	$	385,789
Accrued interest payable				40,775
State of New Jersey filing fee				25,600
Liabilities held for sale				27,178,813
Due to related parties		2,208,681		2,075,307

		2,582,757		29,706,284

MINORITY INTEREST		6,918,795		14,601,428

PARTNERS’ EQUITY		37,587,682		486,749

	$	47,089,234	$	44,794,461

See notes to consolidated financial statements.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended November 30, 2006		Nine Months Ended November 30, 2006		Three Months Ended November 30, 2005			Nine Months Ended November 30, 2005

OPERATIONS

REVENUE

Interest	$	261,165	$	348,554	$	38,097		$	96,742

EXPENSES
Administrative		9,200		86,503		259			20,969
Investor service fees - affiliate		5,658		16,975		11,250			23,300
State of New Jersey Filing Fee		6,509		19,547		18,000			52,500
		21,367		123,025		29,509			96.769

INCOME (LOSS) FROM
CONTINUING OPERATIONS		239,798		225,529		8,588			(27	)

DISCONTINUED OPERATIONS

REVENUE

Rent		2,473,220		6,041,019		1,710,165			5,234,238

EXPENSES
Administrative		415,359		1,132,113		199,632			544,225
Operating		1,315,426		2,519,776		790,321			2,242,311
Management fee - affiliate		119,290		262,353		38,159			214,255
Investor service fees - affiliate		17,348		39,848		52,342			87,160
Financial		283,671		867,213		248,550			705,694
Depreciation and amortization		14,850		29,700		415,878			1,247,506
		2,165,944		4,851,003		1,744,882			5,041,151

OTHER INCOME
Gain on sale of real estate assets		28,002,756		28,002,756

Income (loss) from discontinued operations before minority interest		28,310,032		29,192,772		(34,717	)		193,087

Minority interest (income) loss of operating partnerships		7,692,306		7,682,633		(3	)		(2,848	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS		36,002,338		36,875,405		(34,720	)		190,239

NET INCOME (LOSS)	$	36,242,136	$	37,100,934	$	(26,132	)	$	190,212

-- continued --

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

(Unaudited)

	Three Months Ended November 30, 2006		Nine Months Ended November 30, 2006		Three Months Ended November 30, 2005			Nine Months Ended November 30, 2005


NET INCOME (LOSS) ALLOCATED TO

Limited partners	$	35,879,715	$	36,729,925	$	(25,871	)	$	188,310
General partner		362,421		371,009		(261	)		1,902

	$	36,242,136	$	37,100,934	$	(26,132	)	$	190,212


NET INCOME (LOSS) ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST (800 UNITS OF LIMITED PARTNERSHIP INTEREST)	$	44,849.64	$	45,912.41	$	(32.34	)	$	235.39


NET INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED PARTNERSHIP INTEREST	$	296.75	$	279.09	$	10.63		$	( .03	)

See notes to consolidated financial statements.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED NOVEMBER 30, 2006 AND 2005

(Unaudited)

	2006			2005

CASH FLOWS FROM OPERATING ACTIVITIES

Net income	$	37,100,934		$	190,212
Gain on sale of real estate assets		(28,002,756	)
Depreciation and amortization		29,700			1,247,506
Minority interest in income (loss) of operating partnerships		(7,682,633	)
Adjustment of current assets and liabilities at time of sale		(156,221	)		2,848
Decrease in tenant security deposits		743,813
Increase in JCRA escrow		(2,000,000	)
Increase (decrease) in other assets		50,742			(107,262	)
Decrease in accounts payable and accrued expenses		(11,714	)		(278,975	)
Decrease in accrued interest payable		(40,775	)
Decrease in State of New Jersey filing fee		(25,600	)		(45,500	)
Decrease in tenant security liability		(743,813	)
Increase in due to related parties		133,374			108,677

Net cash provided (used in) by operating activities		(604,949	)		1,116,506


CASH FLOWS FROM INVESTING ACTIVITIES
Sale of real estate assets		69,460,000
Cost of sales of real estate assets		(2,792,442	)
Purchase of fixed assets		(522,950	)		(1,530,753	)
Increase (decrease) in mortgage escrows and other deposits		1,005,199			(432,166	)


Net cash provided by (used in) investing activities		67,149,807			(1,962,919	)


CASH FLOWS FROM FINANCING ACTIVITIES
Payment of mortgages		(26,435,000	)
Distribution to limited partners		-			(680.000	)

Net cash used in financing activities		(26,435,000	)		(680,000	)


Net increase (decrease) in cash and cash equivalents		40,109,858			(1,526,413	)

Cash and cash equivalents at beginning of period		4,184,690			5,909,227


Cash and cash equivalents at end of period	$	44,294,548		$	4,382,814

SUPPLEMENTAL INFORMATION

Financial expenses paid	$	907,987		$	671,446

-- continued --

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

NINE MONTHS ENDED NOVEMBER 30, 2005 AND 2006

(Unaudited)

		2006			2005

CASH FLOWS FROM DISCONTINUED OPERATIONS

Net cash provided by operating activities	$	(457,486	)	$	779,982

Net cash provided by (used in) investing activities	$	67,149,807		$	(1,153,252	)

Net cash used in financing activities	$	(26,435,000	)

See notes to consolidated financial statements.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2006

(Unaudited)

The accompanying unaudited consolidated 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 consolidated 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, 2006 which would require additional disclosures in the report under Regulation S-X, Rule 10-01 paragraph A-5, except as discussed in No. 2 and 3 below.

During October 2005, the Operating General Partner commenced a process to receive proposals for the sale of the Property. As a result, certain of the Operating Partnerships’ assets and liabilities are classified as held for sale in the accompanying consolidated balance sheet as of November 30, 2005. The Operating Partnerships received a written offer effective May 24, 2006 from a non-affiliate third party to purchase the real estate assets for $69,960,000. The purchaser however canceled the Agreement of Purchase and Sale in October, 2006 after the Operating General Partner was unable to obtain the approval of the sale from the tax exempt bond issuer. After such approval was obtained, the purchase price was renegotiated to $69,460,000. The sale of the assets took place on November 14, 2006.

At the Sale, the Operating Partnerships repaid in full all outstanding mortgages totaling $26,435,000 and deposited the Agency-required escrow of $2,000,000. In addition, the Operating Partnerships incurred closing costs of $2,792,442 and made a distribution to the Partnership in the amount of $32,378,126, with an additional amount owing of $5,602,706. The $2,000,000 escrow was set aside from Sale proceeds otherwise payable to the Operating General Partner pursuant to the terms of the limited partnership agreements of the Operating Partnerships. Accordingly, if such amount or any portion thereof is released pursuant to the terms of the escrow agreement between the Operating Partnerships and the Agency, any such amount will be distributed to the Operating General Partner.

Since the Operating Partnerships have a calendar year end, the consolidated results of the Partnership have historically included activity for a different time period from the Operating Partnerships, which has not resulted in materially different operating results. In order to report the sale of the real estate assets and the remaining rental activity of the Operating Partnerships, the November 30, 2006 financial statements include Operating Partnerships results as of November 30, 2006, rather than September 30, 2006. The results of operations for the nine months ended November 30, 2006 are not indicative of the results to be expected for the entire year as they include the gain from the sale of real estate assets and the remaining rental operating activities.

3.	Additional information, including the audited February 28, 2006 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, 2006 on file with the Securities and Exchange Commission.

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

The Operating Partnerships received a written offer effective May 24, 2006 from a non-affiliate third party to purchase the real estate assets for $69,960,000. The offer was subject to various terms and conditions which resulted in an actual sales price of $69,460,000.The property was sold on November 14, 2006. See discussion below under “Liquidity and Capital Resources.” The Partnership’s fiscal year for financial reporting purposes ends on the last day of February, while that of the Operating Partnerships ends on December 31. Since the Operating Partnerships have a calendar year end, the consolidated results of the Partnership has historically included activity for a different time period from the Operating Partnerships, which has not resulted in materially different operating results. In order to report the sale of the real estate assets and the remaining rental activity of the Operating Partnerships, the November 30, 2006 financial statements include Operating Partnerships results as of November 30, 2006. Accordingly, the results of operations reflected in the accompanying consolidated statements of operations are for the three and nine month periods ended November 30, 2006 and 2005 with respect to the Partnership, and for the three and eleven month period ended November 30, 2006 and the three and nine months ended September 30, 2005 with respect to the Operating Partnerships.

Wilder Richman Historic Properties II, L.P. has very limited operating activity; accordingly, the results of operations reflected in the accompanying consolidated statements of operations are highly representative of the Operating Partnerships. The Property generated cash flow from operations (including activity in connect with the sale of the real estate assets) for the eleven months ended November 30, 2006 (see Results of Operations, below). The Operating Partnerships' cash and cash equivalents as of November 30, 2006 have increased by approximately $40,257,000 compared to December 31, 2005. The cash along with remaining mortgage escrows and deposits will be used to pay remaining liabilities of the Operating Partnerships. The balance will be distributed to the Operating General Partner and Partnership.

As mentioned above, the Operating Partnership sold it assets on November 14, 2006 for $69,460,000. In December 2007, the general partner formed a liquidating trust, and all of the Registrant’s remaining assets have been transferred to such liquidating trust. Registrant has also filed a Certificate of Dissolution with the Delaware Secretary of State.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

Results of Operations

The Operating General Partner sold the real estate assets of the Operating Partnership on November 14, 2006 for $69,460,000. For the nine months ended November 30, 2006, the consolidated statement of operations of the Partnership reflects net income of $37,100,934 which includes gain on the sale of real estate assets of $28,002,756. Since the Operating Partnership assets were held for sale, depreciation of the assets was not recorded in the current period. The income from continuing operations increased by approximately $225,000 for the nine months ended November 30, 2006 as compared to the nine months ended November 30, 2005 primarily as a result of (i) an increase in interest revenue of approximately $252,000 resulting from higher cash balances combined with higher average interest rates, (ii) a increase in administrative expenses of approximately $65,000 resulting primarily from a increase in professional fees incurred by the Partnership and (iii) a decrease in the State of New Jersey filing fee of approximately $33,000.

Since the Operating Partnerships have a calendar year end, the consolidated results of the Partnership has historically included activity for a different time period from the Operating Partnerships, which has not resulted in materially different operating results. In order to report the sale of the real estate assets and the remaining rental activity of the Operating Partnerships, the November 30, 2006 financial statements include Operating Partnerships results as of November 30, 2006. Accordingly, the results of operations reflected in the accompanying consolidated statements of operations are for three and eleven month period ended November 30, 2006. Discontinued operations includes approximately 10.5 months of activity through the date of sale .

Comparison of discontinued operations between current period and the prior year is not meaningful as the time frame are not the same: approximately 10.5 months ended November 30, 2006 as compared with nine months ended September 30, 2005. The average interest rate on the low floater bonds for the eleven months ended November 30, 2006 was 3.54% for the tax exempt bonds. The taxable bonds were paid off in November 2005. The average occupancy for 2006 through the date of sale was approximately 91%. The Operating Partnerships generated a cash surplus of approximately $40,257,000 as a result of rental activities and the sale of the real estate assets.

For the nine months ended November 30, 2005, the consolidated statement of operations of the Partnership reflects net income of $190,212, inclusive of depreciation and amortization expense of $1,247,506. The loss from continuing operations decreased by approximately $136,000 for the nine months ended November 30, 2006 as compared to the nine months ended November 30, 2004 primarily as a result of (i) an increase in interest revenue of approximately $72,000 resulting from higher average cash and mortgage escrows and other deposits balances combined with higher average interest cash and expenses of approximately $37,000 resulting primarily from a decrease in professional fees incurred by the Partnership and (iii) a decrease in the State of New Jersey filing fee of approximately $32,000. Interest expense for the nine months ended September 30, 2005, increased compared to the nine months ended September 30, 2004. The average interest rate on the low floater bonds for the nine months ended September 30, 2005 was 2.26% for the tax exempt bonds and 2.94% for the taxable bonds. Despite the continued favorable interest rates in 2005, the Operating Partnerships’ net cash flow declined as a result of the costs incurred in connection with planned capital expenditures. The average occupancy for the nine months ended September 30, 2005 was approximately 95%. The Operating Partnerships generated a cash deficit after required debt service payments and required replacement reserve deposits during the nine months ended September 30, 2005 of approximately $689,000, which includes required deposits to the principal reserve under the mortgages (approximately $356,000), deposits to required escrows (approximately $68,000), deposits to a voluntary replacement reserve account held by the Operating Partnerships (approximately $266,000) and planned capital improvements (approximately $1,531,000).

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

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

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, which requires the Partnership to make certain estimates and assumptions. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership’s financial condition and results of operations. The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the consolidated financial statements.

The Partnership sold its real estate assets on November 14, 2006. Prior to that date, the Partnership recorded its real estate assets at cost less accumulated depreciation and, if there are indications that impairment existed, would have adjusted the carrying value of those assets in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Under SFAS No. 144, the long-lived assets of the Operating Partnerships are classified as held for sale in the accompanying consolidated balance sheet as of November 30, 2005 and are measured at the lower of their carrying amount or fair value less cost to sell. Once classified as held for sale, depreciation of the assets ceases.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Partnership currently has no market risk sensitivity with regard to financial instruments.

Item 4. Controls and Procedures

As of November 30, 2006, under the direction and participation of the Chief Executive Officer and Chief Financial Officer of the General Partner, Registrant evaluated the effectiveness of its disclosure controls and procedures and the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that as of November 30, 2006, the Registrant’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Registrant’s periodic report filings with the SEC is recorded, processed, summarized and reported for the three months ended November 30, 2006, consistent with the definition of “disclosure controls and procedures” under the Security Exchange Act of 1934.

The accounting for the sale of the Operating Partnerships and the wind down, dissolution and final accounting of Registrant’s operations took longer than anticipated. In addition, there was significant turnover within the accounting department of the General Partner of Registrant which also contributed to the delay.

Once the accounting noted above was completed, the Chief Executive Officer and Chief Financial Officer of Registrant believe that the material information required to be disclosed in Registrant’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Registrant is in its final stage of closing out its affairs and has filed a Form 15 with SEC.

WILDER RICHMAN HISTORIC PROPERTIES II, L.P.

Part II - Other Information

Item 1.	Legal Proceedings

	Registrant is not aware of any material legal proceedings.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	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 Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer Exhibit 32.1 Section 1350 Certification of Chief Executive Officer Exhibit 32.2 Section 1350 Certification of Chief Financial Officer

Wilder Richman Historic Properties II, L.P.

Form 10-Q

November 30, 2006

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: September 13, 2011	/s/ Richard Paul Richman
	Richard Paul Richman
	Chief Executive Officer


Dated: September 13, 2011	/s/ James Hussey
	James Hussey
	Chief Financial Officer

Filing Compare · WILDER RICHMAN HISTORIC PROPERTIES II LP